SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TODMAN MICHAEL

(Last)

(First)

(Middle)

WHIRLPOOL CORPORATION

2000 M-63N

(Street)

BENTON HARBOR

49022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT WHIRLPOOL INT'L

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2007		M⁽¹⁾		1,620	A	⁽¹⁾	1,620	D
Common Stock	02/14/2007		F⁽¹⁾		492	D	$91.89⁽²⁾	1,128	D
Common Stock								413.316⁽³⁾	I	401(k) Stock Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁴⁾	02/14/2007		M⁽⁴⁾			1,620	⁽⁴⁾	⁽⁴⁾	Common	1,620	$0	0	D
Deferred Phantom ESAP Stock in WEDSP	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	⁽⁵⁾		3,079.975⁽⁵⁾	D
Deferred Phantom ESAP Stock in WEDSP II	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		601.283⁽⁶⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾		14,597.5⁽⁷⁾	D
Phantom Restricted (Career) Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾		26,357.99⁽⁸⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	30,000		30,000	D
Phantom Restricted Shares (Special Retention Program)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	13,875		13,875	D
Phantom Restricted Shares (Maytag Recognition Awards)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	7,500		7,500	D
Employee Stock Option (Right to Buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	5,500		5,500	D
Employee Stock Option (Right to Buy)	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	22,000		22,000	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common	27,000		27,000	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common	27,000		27,000	D
Employee Stock Option (Right to Buy)	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common	10,282		10,282	D
Employee Stock Option (Right to Buy)	⁽¹⁷⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common	19,200		19,200	D

Explanation of Responses:

1. Payment of 1,620 shares of common stock for which time restrictions lapsed on 02/14/2007 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as a derivative securities in prior filings.

2. Pursuant to the Company's Plan provisions, the Company paid $91.89 per share for tax withholding purposes relating to the payment of common stock under the 2004 SEP award for which restrictions lapsed. See Footnote 1. A fractional share was paid in cash to the recipient.

3. As of 12/15/06, the latest date for which information is reasonably available, there are 413.316 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

4. 1,620 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions on these shares lapsed on 02/14/2007.

5. 2,743.50 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasoanbly available, 3,079.975 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

6. 579.60 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasonably available, 601.283 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

7. 13,615.47 original deferral of phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/06, the latest date for which information is reasonably available, 14,597.50 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

8. 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). 8,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 12,000 shares on retirement after age 60. As of 12/15/06, the latest date for which information is reasonably available, 26,357.99 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

9. 30,000 phantom stock shares (Special Retention Program) awarded on 06/14/2004 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

10. 13,875 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

11. Award of 7,500 phantom stock shares (Maytag Recognition Awards) on 08/13/2006 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions will lapse on the award on 08/13/2009. Dividend equivalents will be paid annually in cash.

12. 5,500 option shares awarded on 6/15/1998 at the option price of $63.13 per share with tax withholding rights. All shares are currently exercisable and will expire 10 years from date of grant.

13. 22,000 option shares with cashless exercise and tax withholding rights awarded on 2/19/2001 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant.

14. 27,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/2002 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

15. 27,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/2003 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant.

16. 10,282 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. 6,855 shares are currently exercisable, with the remaining shares becoming exercisable on 02/16/2007. The options will expire 10 years from date of grant.

17. 19,200 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.

Remarks:

	/s/ Robert T. Kenagy	02/16/2007
	** Signature of Reporting Person	Date
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