-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 LHlfl/BH1VU+lNLjUZnN+GUKzRRHRTmjE1v+KABxf8v5xjNycIuQ0f8p5WNIYK26
 /ZorZJjXLFOrnKdyI+BnRQ==

<SEC-DOCUMENT>0000950131-02-002377.txt : 20020617
<SEC-HEADER>0000950131-02-002377.hdr.sgml : 20020617
<ACCEPTANCE-DATETIME>20020617094536
ACCESSION NUMBER:		0000950131-02-002377
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020617
EFFECTIVENESS DATE:		20020617

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WHIRLPOOL CORP /DE/
		CENTRAL INDEX KEY:			0000106640
		STANDARD INDUSTRIAL CLASSIFICATION:	HOUSEHOLD APPLIANCES [3630]
		IRS NUMBER:				381490038
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-90602
		FILM NUMBER:		02680212

	BUSINESS ADDRESS:	
		STREET 1:		WHIRLPOOL CNTR 2000 M 63
		STREET 2:		C/O CORPORATE SECRETARY
		CITY:			BENTON HARBOR
		STATE:			MI
		ZIP:			49022-2692
		BUSINESS PHONE:		6169235000

	MAIL ADDRESS:	
		STREET 1:		WHIRLPOOL CTR 2000 M 63
		STREET 2:		C/O CORPORATE SECRETARY
		CITY:			BENTON HARBOR
		STATE:			MI
		ZIP:			49022-2692

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WHIRLPOOL SEEGER CORP
		DATE OF NAME CHANGE:	19710824
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8 FOR WHIRLPOOL CORPORATION
<TEXT>
<PAGE>

                                                                  CONFORMED COPY

           As filed with the Securities and Exchange Commission on June 17, 2002
                                                      Registration No. 333-_____

- --------------------------------------------------------------------------------



                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              WHIRLPOOL CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                                                 <C>
      Delaware                                                                  38-1490038
- --------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)

         2000 North M-63, Benton Harbor, Michigan                                       49022-2962
 -------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)                                                      (Zip Code)
</TABLE>

           WHIRLPOOL CORPORATION 2002 OMNIBUS STOCK AND INCENTIVE PLAN
- --------------------------------------------------------------------------------
                            (Full Title of the plan)

        Robert T. Kenagy, Esq., Associate General Counsel and Secretary,
    Whirlpool Corporation, Law Department, Mail Drop 2200, 2000 North M-63,
                       Benton Harbor, Michigan 49022-2692
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  616-923-3910
- --------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------

                                                             Proposed      Proposed Maximum
       Title of Securities to             Amount to be       Maximum      Aggregate Offering          Amount of
            be Registered                  Registered        Offering          Price (1)          Registration Fee
                                                            Price Per
                                                            Share (1)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>           <C>                     <C>
    Common Stock, par value $1.00          3,000,000          $68.26          $204,780,000            $18,839.76
                                             shares
- ----------------------------------------------------------------------------------------------------------------------
   Preferred Share Purchase Rights         3,000,000           (2)                (2)                    (2)
                                             shares
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:
1.       Calculated pursuant to Rule 457(h) of Regulation C based on an assumed
         price of $68.26 per share, which represents the average of the high and
         low prices of such securities reported on the New York Stock Exchange
         Composite Tape on June 13, 2002.

2.       Rights to purchase Junior Participating Preferred Stock, Series B
         initially are attached to and trade with the Common Stock being
         registered hereby. The value attributable to such rights, if any, is
         reflected in the market price of the Common Stock.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
- ------   ---------------------------------------

         The documents listed below are hereby incorporated by reference into
this Registration Statement:

1.   The Annual Report on Form 10-K of Whirlpool Corporation (the "Company") for
     the fiscal year ended December 31, 2001.

2.   The Quarterly Report on Form 10-Q of the Company for the fiscal quarter
     ended March 31, 2002.

3.   The Current Reports on Form 8-K of the Company filed on January 31, 2002,
     February 25, 2002 and April 17, 2002.

4.   The description of the common stock of the Company which is contained in
     its Form 8-K dated April 23, 1996.

5.   Description of the Preferred Stock Purchase Rights which was contained in
     the Registration Statement on Form 8-A filed by the Company on April 27,
     1998 (File No. 1-3932).

6.   All reports and other documents subsequently filed by the Company pursuant
     to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
     1934 (the "Exchange Act"), prior to the filing of a post-effective
     amendment which indicates that all securities offered hereby have been sold
     or which deregisters all securities then remaining unsold, shall be deemed
     to be incorporated by reference herein and to be a part hereof from the
     date of the filing of such reports and documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
- ------   -------------------------

                                 Not Applicable

Item 5.  Interests of Named Experts and Counsel.
- ------   --------------------------------------

                                 Not Applicable

<PAGE>

Item 6.  Indemnification of Directors and Officers.
- ------   -----------------------------------------

         The Delaware General Corporation Law and the Certificate of
Incorporation of the Company provide for the indemnification of any person who
was or is made a party or is threatened to be made a party to or is involved in
any action, suit, or proceeding by reason of the fact that such individual is or
was a director or officer of the Company or serves or served another enterprise
(including the plan) at the request of the Company against all expense,
liability, and loss (including attorney's fees, judgments, fines, Employee
Retirement Income Security Act of 1974 ("ERISA") excise taxes or penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered in
connection therewith, to the fullest extent authorized by the Delaware General
Corporation Law, and also generally provides for mandatory advancement by the
Company of defense-related expenses.

         Both the Delaware General Corporation Law and the Certificate of
Incorporation of the Company provide that the Company may maintain insurance to
cover losses incurred pursuant to liability of directors and officers of the
Company. The Company has obtained directors' and officers' insurance coverage,
which insurance covers certain liabilities of directors and officers of the
Company arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.
- ------   -----------------------------------

                                 Not Applicable

Item 8.  Exhibits.
- ------   --------

     Exhibit No.
     -----------

         4(a)              Restated Certificate of Incorporation of Whirlpool
                           Corporation (filed as Exhibit 3(i) to Whirlpool
                           Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1993, Commission File
                           No. 1-3932, and incorporated herein by reference.)

         4(b)              By-laws of the Company, as amended and restated
                           August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool
                           Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1999, Commission File
                           No. 1-3932, and incorporated herein by reference.)

         4(c)              Rights Agreement, dated April 21, 1998, between
                           Whirlpool Corporation and First Chicago Trust Company
                           of New York, (filed on the Registrant's Form 8-K
                           filed on April 27, 1998, Commission File No. 1-3932,
                           and incorporated herein by reference.)

         4(d)              Whirlpool Corporation 2002 Omnibus Stock and
                           Incentive Plan (filed as Exhibit A to Whirlpool
                           Corporation's proxy statement for the annual meeting
                           of stockholders held on April 16, 2002, Commission
                           File No. 1-3932, and incorporated herein by
                           reference.)

         5                 Opinion of Robert J. LaForest Esq. Re: legality

         23(a)             Consent of Ernst & Young LLP

         23(b)             Consent of Robert J. LaForest (included in Exhibit 5)

         24                Power of Attorney

<PAGE>

Item 9.  Undertakings.
- ------   ------------

         (a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense or any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

The Registrant.
- --------------

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Benton Harbor, State of Michigan, on June 17, 2002.

                                                WHIRLPOOL CORPORATION




                                                By: /s/ Daniel F. Hopp
                                                  -------------------------
                                                        Daniel F. Hopp
                                                        Senior Vice President
                                                        Corporate Affairs and
                                                        General Counsel

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                                Title                          Date
- ---------                                -----                          ----

David. R. Whitwam*            Director, Chairman of the Board
                              and Chief Executive Officer

Jeff M. Fettig*               Director, President and Chief
                              Operating Officer

Herman Cain*                  Director

Gary T. DiCamillo*            Director

Allan D. Gilmour*             Director

Kathleen J. Hempel*           Director

James M. Kilts*               Director

Miles L. Marsh*               Director

Philip L. Smith*              Director

Paul G. Stern*                Director

Janice D. Stoney*             Director

Mark E. Brown*                Executive Vice President
                              and Chief Financial Officer
                              (Principal Financial Officer)

Betty A. Beaty*               Vice President and Controller
                              (Principal Accounting Officer)


*By:      /s/ Daniel F. Hopp     Attorney in Fact                  June 17, 2002
         ----------------------------------------
              Daniel F. Hopp

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit                             Description
Number                              of Document
- ------                              -----------

4(a)              Restated Certificate of Incorporation of Whirlpool Corporation
                  (filed as Exhibit 3(i) to Whirlpool Corporation's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1993, Commission File No. 1-3932, and incorporated herein by
                  reference.)

4(b)              By-laws of the Company, as amended and restated August 17,
                  1999 (filed as Exhibit 3(ii) to Whirlpool Corporation's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1999, Commission File No. 1-3932, and incorporated herein by
                  reference.)

4(c)              Rights Agreement, dated April 21, 1998, between Whirlpool
                  Corporation and First Chicago Trust Company of New York,
                  (filed on the Registrant's Form 8-K filed on April 27, 1998,
                  Commission File No. 1-3932, and incorporated herein by
                  reference).

4(d)              Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan
                  (filed as Exhibit A to Whirlpool Corporation's proxy statement
                  for the annual meeting of stockholders held on April 16, 2002,
                  Commission File No. 1-3932, and incorporated herein by
                  reference.)

5                 Consent of Robert J. LaForest Esq. Re: legality

23(a)             Consent of Ernst & Young LLP

23(b)             Consent of Robert J. LaForest (included in Exhibit 5)

24                Power of Attorney

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>dex5.txt
<DESCRIPTION>CONSENT OF ROBERT J. LAFOREST ESQ.
<TEXT>
<PAGE>

                                                                       Exhibit 5
                                                                       ---------

                                  June 17, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

         I have acted as counsel to Whirlpool Corporation (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 filed
today under the Securities Act of 1933, as amended (the "Registration
Statement"), covering shares of common stock, $1.00 par value per share, of the
Company (the "Common Stock") which may be issued to participants under the
Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan (the "Plan") as a
result of awards or the exercise of options granted to such participants.

         I have examined the Plan and such other records, documents, and matters
of law and satisfied myself as to such matters of fact as I have deemed relevant
for purposes of this opinion. In rendering this opinion, I have assumed without
investigation that the information supplied to me by the Company and its
employees and agents is accurate and complete.

         Based upon and subject to the foregoing, I am of the opinion that,
assuming that (i) the Registration Statement becomes effective under the
Securities Act of 1933, as amended, (ii) the shares of Common Stock (the
"Shares") will be issued in accordance with the terms of the Plan and in the
manner described in the Registration Statement, (iii) certificates representing
the shares have been duly executed, countersigned by the Company's transfer
agent/registrar and delivered on behalf of the Company against payment of the
full consideration for the shares in accordance with the terms of the Plan
(assuming in each case the consideration received by the Company is at least
equal to $1.00 par value per share), and (iv) the Shares to be issued to
participants under the Plan will be legally issued, fully paid, and
non-assessable when so delivered pursuant to and in accordance with the terms
and conditions of the Plan.

         I do not find it necessary for purposes of this opinion, and
accordingly do not purport herein, to cover the application of the securities of
"Blue Sky" laws of the various states to the delivery of the Shares to the
participants pursuant to and in accordance with the terms and conditions of the
Plan.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me included in and made a part of
the Registration Statement.

                                                     Sincerely,



                                                     Robert J. LaForest

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(A)
<SEQUENCE>4
<FILENAME>dex23a.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                   Exhibit 23(a)

                                                 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Whirlpool Corporation 2002 Omnibus Stock and
Incentive Plan of our report dated February 4, 2002, with respect to the
consolidated financial statements and schedule of Whirlpool Corporation included
in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed
with the Securities and Exchange Commission.


                                             /s/ Ernst & Young LLP

Chicago, Illinois
June 13, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>dex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>

                                                                      Exhibit 24
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of WHIRLPOOL CORPORATION, a Delaware corporation
(the "Company") does hereby constitute and appoint DAVID R. WHITWAM, JEFF M.
FETTIG, and DANIEL F. HOPP, with full power to each of them to act alone, as the
true and lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys, to execute, file or
deliver any and all instruments and to do any and all acts and things which said
attorneys and agents, or any of them, deem advisable to enable the Company, the
Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan (referred to as the
"Plan"), or any of them, to comply with the Securities Act of 1933, as amended,
(the "Securities Act") and any requirements of the Securities and Exchange
Commission in respect thereto, in connection with the registration under said
Securities Act of

         (a)         3,000,000 shares of common stock of the Company which may
                     be offered or delivered to participants in the Plan; and

         (b)         interests in the Plan which may be offered to employees of
                     the Company and its subsidiaries,

including specifically, but without limitation of the general authority hereby
granted, the power of authority to sign his or her name as director or officer,
or both, of the Company, as indicated below opposite his or her signature:

               (i)        to the registration statements, or any amendments,
                     post-effective amendments, deregistrations or papers
                     supplemental thereto, to be filed in respect of said shares
                     of common stock of the Company and said interests in the
                     Plan, and to the prospectuses or any amendments,
                     supplements or revisions thereof, to be filed with said
                     registration statements or with any amendments or
                     post-effective amendments to said registration statements;

               (ii)       to any amendments or post-effective amendments or
                     deregistrations as shall be necessary or appropriate to any
                     registration statements heretofore filed under said
                     Securities Act with respect to shares of common stock of
                     the Company and interests in said Plan;

               (iii)      to said prospectuses or any amendments, supplements or
                     revisions thereof to be filed with any registration
                     statements (or with any amendments or post-effective
                     amendments thereto) heretofore filed under said Securities
                     Act with respect to shares of common stock of the Company
                     and interests in said Plan; and each of the undersigned
                     does hereby fully ratify and confirm all that said attorney
                     and agents, or any of them, or the substitute of any of
                     them, shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, each of the undersigned has subscribed these
         presents this 16/th/ day of April, 2002.

                Name                                       Title

 /s/ David R. Whitwam                        Director, Chairman of the Board and
- -----------------------------                Chief Executive Officer
David R. Whitwam                             (Principal Executive Officer)

<PAGE>

          Name                                       Title

/s/ Jeff M. Fettig                         Director, President and Chief
- ----------------------------------         Operating Officer
Jeff M. Fettig                             (Principal Operating Officer)

/s/ Mark E. Brown                          Executive Vice President and
- ----------------------------------         Chief Financial Officer
Mark E. Brown                              (Principal Financial Officer)

/s/ Betty A. Beaty                         Vice President and Controller
- ----------------------------------         (Principal Accounting Officer)
Betty A. Beaty

/s/ Herman Cain                            Director
- ----------------------------------
Herman Cain

/s/ Gary T. DiCamillo                      Director
- ----------------------------------
Gary T. DiCamillo

/s/ Allan D. Gilmour                       Director
- ----------------------------------
Allan D. Gilmour

/s/ Kathleen J. Hempel                     Director
- ----------------------------------
Kathleen J. Hempel

/s/ James M. Kilts                         Director
- ----------------------------------
James M. Kilts

__________________________________         Director
Arnold G. Langbo

/s/ Miles L. Marsh                         Director
- ----------------------------------
Miles L. Marsh

/s/ Philip L. Smith                        Director
- ----------------------------------
Philip L. Smith

/s/ Paul G. Stern                         Director
- ----------------------------------
Paul G. Stern

/s/ Janice D. Stoney                      Director
- ----------------------------------
Janice D. Stoney

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
