Whirlpool Corporation Notes Due Nine Months or More From the Date of Issue TERMS AGREEMENT

Exhibit 1.2

Execution Version

Whirlpool Corporation

Notes

Due Nine Months or More From the Date of Issue

TERMS AGREEMENT

June 2, 2011

Whirlpool Corporation

2000 North M-63

Benton Harbor, Michigan 49022-2692

Attention: Treasurer

Subject in all respects to the terms and conditions of the Selling Agency Agreement (the “Agreement”), dated June 2, 2011, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:

 

Aggregate Principal Amount:		$300,000,000
Notes Offered:		$300,000,000 4.850% Notes due 2021 (“2021 Notes”)
Interest Rate:		4.850% per annum
Date of Maturity:		June 15, 2021
Interest Payment Dates:		Semi-annually on June 15 and December 15 of each year, commencing December 15, 2011
Record Dates:		June 1 and December 1 of each year
Change of Control Offer:		Yes
Underwriting Discount:		0.650% of the principal amount
Price to Public:		99.967% of the principal amount
Time of Sale:		2:45 PM, New York City Time, June 2, 2011
Date and Time of Settlement:		June 7, 2011, 9:00 AM, New York City Time
Place for Delivery of Notes and Payment Therefor:		▇▇▇▇▇ ▇▇▇▇▇ LLP ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Method of Payment:		Same-day funds via wire transfer

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Modification, if any, in the requirements to deliver the documents specified in Sections 2(b) or 6(b) or other Sections of the Agreement:		None

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Terms Agreement Signature Page

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Accepted:
WHIRLPOOL CORPORATION
By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		Vice President and Treasurer

Terms Agreement Signature Page