Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As reported in Whirlpool's Current Report on Form 8-K filed January 17, 2012, Whirlpool's Board of Directors elected Larry M. Venturelli, Executive Vice President and Chief Financial Officer on January 16, 2012. At the time the Form 8-K was filed, the terms of Mr. Venturelli's compensation as Chief Financial Officer had not yet been determined. On February 20, 2012, the Human Resources Committee of the Board of Directors (the "Committee") determined that, in connection with his promotion, Mr. Venturelli will receive (i) an annual base salary of $525,000 and (ii) a recognition and retention award of 10,000 restricted stock units under the 2010 Omnibus Stock and Incentive Plan which will vest in equal installments of 50% on the third anniversary and the fifth anniversary of the grant date, provided that Mr. Venturelli remains in the continued service of Whirlpool on each such date. In addition, the Committee established Mr. Venturelli's annual cash incentive target as 100% of base salary and his annual long-term incentive target as 200% of base salary.

On February 20, 2012, the Committee granted recognition and retention awards under the 2010 Omnibus Stock and Incentive Plan of 25,000 restricted stock units each to Marc R. Bitzer, Jose A. Drummond and Michael A. Todman, each a named executive officer. The awards to Messrs. Bitzer and Drummond will vest and be paid out in Whirlpool common stock on a one-for-one basis in installments of 50% on the third anniversary of the grant date and 50% on the fifth anniversary of the grant date, provided that the recipient remains in the continued service of Whirlpool on the applicable dates. Mr. Todman's award will vest provided that he remains in the continued service of Whirlpool on the third anniversary of the grant date, and will be paid out in Whirlpool common stock on a one-for-one basis in installments of 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date.

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