Whirlpool Corporation

Human Resources Committee Charter

I. PURPOSE The purpose of the Committee is to assure the adequacy of the compensation and benefits of the officers and top management of the Company and to comply with any executive compensation disclosure requirements under relevant NYSE listing rules or law.

II. COMMITTEE MEMBERS The Human Resources Committee of the Board shall be made up of at least three "Independent" Directors as that term is defined in relevant NYSE listing rules and law.  Committee members shall be appointed and removed by the Board of Directors in its sole discretion.

III. COMMITTEE MEETINGS The Committee will meet at least two times a year, with authority to convene additional meetings as circumstances require.  The Committee will invite members of management and others to attend meetings and provide pertinent information, as necessary.  Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.  Minutes will be prepared and the Committee will report to the Board the results of its meetings.  The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.

IV. DUTIES and RESPONSIBILITIES  The Committee has the following specific duties and responsibilities, in addition to any similar matters that may be referred to the Committee from time to time by the full Board, the Chairman, or which the Committee raises on its own initiative:

1.   Reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of these goals and objectives, and sets the CEO’s compensation level based on this evaluation and other relevant      business information.

2.   Determines and approves the compensation and other employment arrangements for the elected officers of the Company;

3.   Determines and approves awards for each individual participant under the Performance Excellence Plan and various executive long term incentive programs;

4.   Makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans.

5.   Approves the exercise of stock appreciation rights for cash;

6.   Oversees other compensation and benefit matters as appropriate;

7.   Determines and approves grants for each individual participant under the Stock Option Plans and administers all plans entitled to the exemption under Rule 16b-3 of the Securities Exchange Act of 1934.

8. Has sole authority within the Company to retain and terminate any consulting firm assisting in the evaluation of director, CEO, or senior executive compensation.  This authority includes the sole authority to approve the consulting firm’s fees and other retention terms.

9. Draft and approve the Committee’s report on executive compensation included in the Company’s annual proxy statement and generally oversee compliance with the compensation reporting requirements of the Securities and Exchange Commission.

10. Evaluates annually its performance in accordance with relevant NYSE listing rules and law.

 

08/17/04