Whirlpool Corporation Executive Deferred Savings Plan II

Exhibit 10(iii)(v)

Whirlpool Corporation

Executive Deferred Savings Plan II

(Effective as of January 1, 2005)

Contents


Article 1. Establishment and Purpose 1 1.1

Establishment 1 1.2

Purpose 1

Article 2. Definitions 1 2.1

Definitions 1 2.2

Gender and Number 3

Article 3. Eligibility for Participation 3 3.1

Eligibility 3

Article 4. U.S. Participant Election to Defer 3 4.1

Base Salary or Short-Term Incentive Compensation Deferral Amount 3 4.2

Deferral of Long-Term Incentive Compensation 3 4.3

Deferral Period 4 4.4

Delay of Payment 4 4.5

Manner of Payment 5 4.6

Irrevocable Elections 5

Article 5. Non-U.S. Participant Deferral 5 5.1

Base Salary or Short-Term Incentive Compensation Deferral Amount 5 5.2

Long-Term Incentive Compensation Deferral Amount 5 5.3

Deferral Period 5 5.4

Manner of Payment 5

Article 6. Deferred Accounts 6 6.1

Participant Account(s) 6 6.2

Growth Additions 6 6.3

Charges Against Accounts 6 6.4

Contractual Obligation 6 6.5

Unsecured Interest 6

Article 7. Payment of Deferred Amounts 6 7.1

Payment of Deferred Amounts 6 7.2

Payment due to Unforeseeable Emergency 6

Article 8. Beneficiary 7 8.1

Beneficiary 7

Article 9. Rights of Employees, Participants 7 9.1

Employment 7 9.2

Nontransferability 8


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Article 10. Administration 8 10.1

Administration 8 10.2

Conflicting Terms 8

Article 11. Claims Procedure 8 11.1

Claims Procedure 8

Article 12. Amendment and Termination of the Plan 9 12.1

Amendment 9 12.2

Termination 9

Article 13. Change in Control 10 13.1

In General 10

Article 14. Requirements of Law 10 14.1

Requirements of Law 10 14.2

409A Compliance 11 14.3

Governing Law 11

Article 15. Withholding Taxes 11 15.1

Withholding Taxes 11

Article 16. Effective Date of the Plan 11 16.1

Effective Date 11

SUPPLEMENT A

Article A-1. Purpose, Eligibility And Effective Date A-1 A-1.1

Purpose A-1 A-1.2

Effective Date A-1 A-1.3

Eligibility A-1 A-1.4

Participation A-1

Article A-2. Definitions A-1 A-2.1

Definitions A-1

Article A-3. Participant Deferral Elections and Contribution Credits A-3 A-3.1

Participant Elections to Defer A-3 A-3.2

Participant Contribution Credits A-3

Article A-4. Employer Matching Contribution Credits A-3 A-4.1

Employer Matching Contribution Credits A-3 A-4.2

Timing of Employer Matching Contribution Credits A-4 A-4.3

Special Rule Regarding 2007 Deemed Matching Contribution Credits A-5

Article A-5. Automatic Company Contribution Credits A-5 A-5.1

Automatic Company Contribution Credits A-5 A-5.2

Timing of Automatic Company Contribution Credits A-5


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Article A-6. Accounts; Vesting; Earnings and Losses A-5 A-6.1

Restoration Accounts A-5 A-6.2

Participant Contribution Credit Subaccount A-5 A-6.3

Automatic Company Contribution Credit Subaccount A-5 A-6.4

Employer Matching Contribution Credit Subaccount A-5 A-6.5

Vesting of Contribution Credits A-5 A-6.6

Investment Options A-6 A-6.7

Adjustment of Restoration Accounts A-6

Article A-7. Distributions A-6 A-7.1

Distribution of Benefits A-6 A-7.2

Distributions in the Event of Death A-6 A-7.3

Distributions to Specified Employees A-6 A-74.

Distributions in the Event of an Unforeseeable Emergency A-6

Article A-8. Amendment or Termination A-7 A-8.1

Amendment and Termination A-7


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Article 1. Establishment and Purpose 1.1 Establishment

Whirlpool Corporation, a Delaware corporation, hereby establishes, effective as of January 1, 2005, this nonqualified deferred compensation plan for executives as described herein, which shall be known as THE WHIRLPOOL EXECUTIVE DEFERRED SAVINGS PLAN II (hereinafter called the " Plan" ). This Plan is applicable to deferrals of salary and incentives earned on and after January 1, 2005, and amounts deferred under The Executive Deferred Savings Plan, effective September 1, 1990, as amended (the " Existing Plan" ), that were not vested as of December 31, 2004. This Plan is intended to comply with Internal Revenue Code (the " Code" ) section 409A, IRS Notice 2005-1, the proposed regulations issued under Code section 409A and all other Internal Revenue Service guidance that may be issued thereunder.

1.2 Purpose

The purpose of this Plan is to provide a means whereby Participants may elect to defer receipt of the following forms of compensation payable by the Company, subject to Committee approval: (i) Base Salary, (ii) Short-Term Incentive Compensation, and Long-Term Incentive Compensation.

Article 2. Definitions

2.1 Definitions

Whenever used herein, the following terms shall have the meaning set forth below:

(a) " Base Salary" means an Employee' s permanent wages; salaries; shift premiums; overtime; sales commissions; vacation and holiday pay; and paid leave for jury duty, bereavement leave and military duty.

(b) " Board" means the Board of Directors of the Company.

(c) " Change in Control" has the meaning given to such term in Section 409A. (d) " Committee" means the Human Resources Committee of the Board empowered to take actions as stated in this Plan. (e) " Company" means Whirlpool Corporation, a Delaware corporation.

(f)

" Disability" or " Disabled" means the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. The Participant


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will be determined to be Disabled only if he or she is determined to be totally disabled by the Social Security Administration or if he or she is determined to be disabled in accordance with the Company' s (or Subsidiary' s, if applicable) disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the foregoing definition of Disability.

(g) " Employee" means a regular salaried employee (including executives and directors who are also employees) of the Company or its Subsidiaries, or any branch or division thereof.

(h) " Long-Term Incentive Compensation" means such long-term incentives as the Committee may approve from time to time, that are performance-based compensation, as described in Section 409A.

(i) " Non-U.S. Participant" means any Participant who is subject to taxation by a country other than the United States of America (" U.S." ) and who is not subject to taxation by the U.S. Government.

(j) " Participant" means an Employee who is designated by the Committee to participate in this Plan or who becomes a Participant under Supplement A.

(k) " Section 409A" means Code section 409A, IRS Notice 2005-1, the proposed regulations issued under Code section 409A and all other Internal Revenue Service guidance that may be issued thereunder.

(l) " Separation from Service" has the meaning given to such term in Section 409A. (m) " Specified Employee" has the meaning given to such term in Section 409A. (n) " Short-Term Incentive Compensation" means such short-term incentives as the Committee may approve from time to time. (o) " Subsidiary" means any corporation, a majority of the total combined voting power of all the classes of stock which is directly or indirectly owned by the Company.

(p) " Unforeseeable Emergency" means (i) a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant' s spouse, or the Participant' s dependent (as defined in Code section 152(a)); (ii) loss of the Participant' s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or, (iii) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether an Unforeseeable Emergency exists will be determined by the Committee, in its discretion, in accordance with Section 409A.

(q) " U.S. Participant" means any Participant who is subject to taxation by the U.S. Government.

2 (r) " Year" means the 12-month period beginning January 1 and ending December 31. 2.2 Gender and Number

Except when otherwise indicated by the context, any masculine terminology when used in the Plan shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

Article 3. Eligibility for Participation

3.1 Eligibility

Participation in the Plan shall be limited to: (a) those Employees of the Company or any Subsidiary designated as Participants by the Committee; or (b) any Employee of the Company or any Subsidiary who becomes eligible to participate in Supplement A pursuant to Section 1.3 thereof. In the event an Employee no longer meets the requirements for participation in this Plan, as determined by the Committee in its discretion, he shall become an inactive Participant, retaining all the rights described under this Plan, except the right to make any further deferrals, until the time that he again becomes an active Participant.

Article 4. U.S. Participant Election to Defer

4.1 Base Salary or Short-Term Incentive Compensation Deferral Amount

At any time prior to December 31 of each Year, and subject to the approval of the Committee, any U.S. Participant may elect to defer, by written notice to the Company, (a) any part (in 5% increments up to 75%) of his Base Salary to be earned during the immediately following calendar Year, and (b) any part (in 5% increments up to 75%) of any Short-Term Incentive Compensation payable with respect to services to be performed in the immediately following Year.

In the first Year in which an Employee becomes a Participant, the Participant must make the election to defer Base Salary and/or Short-Term Incentive Compensation, payable for services to be performed subsequent to the election, within thirty (30) days after the date the Committee notifies him that he is eligible to participate in the Plan. An election relating to Short-Term Incentive Compensation payable on an annual basis for services performed in the current Year will apply to the portion of such Short-Term Incentive Compensation equal to the total amount of Short-Term Incentive Compensation for the Year multiplied by the number of days remaining in the Year after the election over the total number of days in the Year.

4.2 Deferral of Long-Term Incentive Compensation (a)

Long-Term Incentive Compensation . With respect to Long-Term Incentive Compensation the Committee may permit eligible Participants to defer any part (in 5% increments up to 75%) of the amount of Long-Term Incentive Compensation to be paid for such performance period provided that the election to defer is made no later than the date that is six months before the end of the performance period. In no event will an


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election to defer Long-Term Incentive Compensation be permitted after such compensation has become both substantially certain to be paid and readily ascertainable.


(b)

Elections with respect to unvested amounts . With respect to awards of Long-Term Incentive Compensation that require the Participant' s continued performance of services for at least twelve months from grant of an award thereunder before the Participant vests in the award, the Committee may permit eligible Participants to defer any part (in 5% increments up to 75%) of the payment of the award, provided that the election to defer such compensation is made on or before the thirtieth (30 th ) day after grant of the award and the election is made at least twelve months in advance of the earliest possible vesting date.

(c) Stock awards deferred pursuant to the Whirlpool Corporation Executive Stock Appreciation and Performance Program (" ESAP" ) or the Whirlpool Strategic Excellence Program (" SEP" ) shall have no voting rights.

4.3 Deferral Period

Subject to Section 4.4, payment of the amounts deferred under the Plan shall be made to the U.S. Participant as soon as administratively feasible following: (a) the earliest to occur of his: (i) Disability, (ii) death, or (iii) Separation from Service; or (b) to the extent that the Committee authorizes such an election, a date irrevocably elected by a Participant, in accordance with Section 409A, that is either five (5) or ten (10) years after the date such Participant elects to defer such amounts in accordance with this Article 4.

4.4 Delay of Payment

Notwithstanding any other provision in the Plan, payment of the amounts deferred under the Plan will be delayed as follows:

(a) If any Participant is a Specified Employee, upon a Separation from Service for any reason other than Disability or death, commencement of payment to such Participant shall not be made before the date that is six (6) months after the date of his Separation from Service (or, if earlier, the date of death of the Participant). Payments to which a Specified Employee would otherwise be entitled during this period shall be accumulated and paid, together with earnings that have accrued during this six-month delay, on the first business day of the seventh (7th) month following the date of his Separation from Service. (b) If the Company reasonably anticipates that any portion of the benefit payable under the Plan to any Participant could be limited or nondeductible under Code section 162(m) (or cause other amounts payable by the Company to be nondeductible under Code section 162(m)), then the payment of such portion of the benefit to such Participant shall be delayed until the earliest date on which the Company reasonably anticipates that the deduction will not be limited or eliminated by application of Code section 162(m).

(c)

If the Committee so determines, payment of amounts under the Plan may be delayed as permitted under Section 409A, as if stated in the Plan, for example, if the Company


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reasonably anticipates that making a payment will violate a term of any Company loan agreement, or the payment may violate applicable law.

(d) If the payment of any deferred amount hereunder is delayed for any reason beyond the Participant' s date of Separation from Service, the portion so delayed will be credited with earnings, if any, from the date of the Participant' s Separation from Service until paid.

4.5 Manner of Payment

All payments of deferred compensation hereunder shall be made in a cash lump sum, except that (i) all ESAP or SEP awards which would have been paid in stock if not deferred shall be paid in stock as a lump sum payment, and (ii) amounts deferred under the Existing Plan that were not vested as of December 31, 2004, shall be paid in the form elected by the Participant for those amounts.

4.6 Irrevocable Elections

The elections in Sections 4.1 and 4.2 are irrevocable once made and may not be modified or terminated by the Participant or his beneficiary.

Article 5. Non-U.S. Participant Deferral

5.1 Base Salary or Short-Term Incentive Compensation Deferral Amount

At any time prior to December 31 of each Year, the Company may, by written notice, request any Non-U.S. Participant to defer:

(a) any part (in 5% increments up to 75%) of his Base Salary to be earned during the immediately following calendar Year, and (b) any part (in 5% increments up to 75%) of any Short-Term Incentive Compensation, or any bonus plan established for Non-U.S. Participants, or any successor plan, with respect to services to be performed in the immediately following Year.

5.2 Long-Term Incentive Compensation Deferral Amount

At any time prior to October 1 of the last Year of any performance period under any Long-Term Incentive Compensation plan, the Company may, by written notice, request any Non-U.S. Participant to defer any part (in 5% increments up to 75%) of the incentive to be paid for such performance period.

5.3 Deferral Period

Payment of the amount deferred under the Plan shall be ...