Sec Form 4 Filing - BARRETT R STEPHEN JR @ WHIRLPOOL CORP /DE/ - 2004-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BARRETT R STEPHEN JR
2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and Chief Financial Officr
(Last) (First) (Middle)
WHIRLPOOL CORPORATION, 2000 M-63N
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2004
(Street)
BENTON HARBOR, MI49022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 6,707 D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) ( 2 ) ( 2 ) ( 2 ) Common 25,000 25,000 D
Phantom Restricted (Career) Stock ( 3 ) 06/15/2004 A( 3 ) 132.48 ( 3 ) ( 3 ) Common ( 3 ) $ 0 20,984.74 ( 3 ) D
Phantom Restricted Shares (Special Retention Program) ( 4 ) ( 4 ) ( 4 ) Common 20,000 20,000 D
Employee Stock Option (Right to Buy) ( 5 ) ( 5 ) ( 5 ) Common 23,000 23,000 D
Deferred phantom ESAP stock in EDSP ( 6 ) 06/15/2004 A( 6 ) 35.233 ( 6 ) ( 6 ) Common ( 6 ) $ 0 5,509.483 ( 6 ) D
Employee Stock Option (Right to Buy) ( 7 ) ( 7 ) ( 7 ) Common 8,520 8,520 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARRETT R STEPHEN JR
WHIRLPOOL CORPORATION
2000 M-63N
BENTON HARBOR, MI49022
EVP and Chief Financial Officr
Signatures
Robert T. Kenagy, Corporate Secretary 06/16/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )5,518 shares are held in the name of the undersigned's broker.
( 2 )25,000 option shares with cashless exercise and tax withholding rights awarded on 09/01/02 at the option price of $55.63 per share. 12,500 shares are currently exercisable, with an additional 12,500 shares becoming exercisable on 09/01/04. The options will expire 10 years from date of grant.
( 3 )Grant of 132.48 phantom shares of common stock ("dividend equivalents") based on original grant of 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1996 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 8,000 shares on 09/01/07; 8,000 shares on 09/01/11; and 4,000 shares on retirement after age 60. As of 06/15/04, 20,984.74 total phantom shares deferred.
( 4 )20,000 phantom stock shares (Special Retention Program) awarded on 09/01/02 under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 09/01/05; and 50% on 09/01/09. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.
( 5 )23,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. Shares will become exercisable as follows: 11,500 shares are currently exercisable with the remaining 11,500 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant.
( 6 )Grant of 35.233 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 06/15/04, 5,509.483 total phantom shares deferred.
( 7 )8,520 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. Shares will become exercisable as follows: one-third on 02/16/05; one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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