AMENDMENT TO WHIRLPOOL CORPORATION CAREER STOCK GRANT
This Amendment amends the grant of shares of phantom stock awarded to you pursuant to the Whirlpool Corporation
Career Stock Grant dated (the “ Agreement ”). This Amendment is intended to comply with the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) as such provisions may apply to the Agreement
and the award of shares of phantom stock granted thereunder. The provisions set forth in this Amendment shall be effective
January 1, 2005 and shall supersede any contrary provision in the Agreement or the Omnibus Stock Incentive Plan under which
the award of shares of phantom stock was granted.
In the event of a Change in Control of Whirlpool Corporation, as defined in Section 10.6 of the Whirlpool Employees
Pension Plan (the “ WEPP ”), any vesting periods and restrictions imposed on Career Stock shares subject to this
Agreement shall lapse. However, redemption of such Career Stock shares shall only be made within ten (10) business
days after the effective date of such Change in Control if the Change in Control constitutes a “change in ownership
or control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company,
both as defined in Section 409A of the Code (collectively, a “ 409A Change in Control ”). If the Change in Control
does not constitute a 409A Change in Control, then, subject to the provisions of Section 2 of this Amendment (as set
forth below), distribution shall occur on the January 1 first following the Participant’s separation from service.
Effect of a Change in Control
2. Application of Section 409A
(a) The Agreement will be administered, interpreted and construed in a manner that does not result in the
imposition on the Participant of any additional tax, penalty or interest under Section 409A of the Code.
The preceding provision, however, shall not be construed as a guara