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                                                                    Exhibit 4(d)

                              WHIRLPOOL CORPORATION
               NONEMPLOYEE DIRECTOR TREASURY STOCK OWNERSHIP PLAN
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                                    ARTICLE 1
GENERAL
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1.1  PURPOSE

Whirlpool Corporation, a Delaware corporation (the "Corporation"), hereby adopts
this Nonemployee Director Treasury Stock Ownership Plan (the "Plan"). The
purpose of the Plan is to foster and promote the long-term financial success of
the Corporation by attracting and retaining outstanding nonemployee directors by
enabling them to participate in the Corporation's growth through automatic,
nondiscretionary awards of Common Stock payable from the Corporation's treasury.

1.2  PARTICIPATION

Only directors of the Corporation who at the time an Award is made meet the
following criteria ("Directors") shall receive Awards under the Plan: (a) the
director is not, and has not been for at least one year, an employee or officer
of the Corporation or any subsidiary of the Corporation and (b) the director is
a "Nonemployee Director" as such term is defined in Rule 16b-3 promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act") or any similar rule
which may subsequently be in effect ("Rule 16b-3").

1.3  SHARES SUBJECT TO THE PLAN

Shares of stock covered by Awards under the Plan must be treasury shares of the
Corporation's common stock, $1.00 par value per share ("Common Stock"). The
maximum number of shares of Common Stock that may be issued for all purposes
under the Plan shall be 300,000 (subject to adjustment pursuant to Section 3.2).

1.4  GENDER AND NUMBER

Except when otherwise indicated by the context, words in the masculine gender
when used in the Plan shall include the feminine gender, the singular shall
include the plural, and the plural shall include the singular.

                                   ARTICLE II
                                  STOCK AWARDS

2.1  AWARD OF COMMON STOCK

Effective on the date of each annual meeting of stockholders, each Director in
office at the conclusion of such meeting will automatically be awarded 200
(subject to adjustment pursuant to Section 3.2) shares of Common Stock, payable
in treasury shares only. In addition, if a person first becomes a Director more
than six months before the first anniversary of the immediately preceding annual
meeting, such person will automatically be awarded 200 (subject to adjustment
pursuant to Section 3.2) shares of Common Stock on the date he or she becomes a
Director. The shares of Common Stock awarded pursuant to this Section 2.1 will
not be subject to any restriction under the Plan, provided that no such shares
of Common

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Stock may be sold within the first six months after they are awarded, unless the
death of the Director occurs during such period.

                                   ARTICLE III
                            MISCELLANEOUS PROVISIONS

3.1  NON TRANSFERABILITY; BENEFICIARIES

Any certificates for shares of Common Stock which were not delivered to a
Director prior to his death and any dividends related thereto and not so
delivered will be delivered to such beneficiary or, if no designation was made,
his estate. Each Director may name, from time to time, any beneficiary or
beneficiaries (who may be named contingently or successively) who may receive
such certificates and dividends. Each designation will revoke all prior
designations by such Director, will be in writing, and will be effective only
when filed during his lifetime with the Secretary of the Corporation.

3.2. ADJUSTMENT UPON CERTAIN CHANGES

In the event of a stock dividend or stock split, or combination or other
reduction in the number of issued shares of Common Stock, a merger,
consolidation, reorganization, recapitalization, sale or exchange of
substantially all assets, or dissolution of the Corporation, the Board of
Directors shall, in order to prevent the dilution or enlargement of rights under
this Plan, make such adjustments in the number and type of shares of Common
Stock authorized by the Plan. In the event fractional shares of Common Stock
would otherwise result from any such adjustment, the number of shares of Common
Stock so authorized and covered and the prices thereof shall be further adjusted
so as to eliminate such fractions.

3.3  AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

The Board of Directors may suspend or terminate the Plan or any portion thereof
at any time and may amend it from time to time in such respects as the Board of
Directors may deem advisable in order that any Awards thereunder shall conform
to or otherwise reflect any change in applicable laws or regulations, or to
permit the Corporation or the Directors to enjoy the benefits of any change in
applicable laws or regulations, or in any other respect the Board of Directors
may deem to be in the best interests of the Corporation. No such amendment,
suspension, or termination shall make any change that would disqualify the Plan,
or any other plan of the Corporation intended to be so qualified, from the
exemption provided by Rule 16b-3.

3.4  PLAN NOT EXCLUSIVE

The adoption of the Plan shall not preclude the adoption by appropriate means of
any other incentive plan for Directors.

3.5  LISTING, REGISTRATION AND LEGAL COMPLIANCE

Each award of Common Stock shall be subject to the requirement that if at any
time counsel to the Corporation shall determine that the listing, registration,
or qualification thereof or of any shares of Common Stock or other property
subject thereto upon any securities exchange or under any foreign, federal, or
state securities or other law or regulation, or the consent or approval of any
governmental body or the taking of any other action to comply with or otherwise
with respect to any such law or regulation, is necessary or desirable as a
condition to or in connection with the award of such Common Stock or other
property thereunder, no such award may be paid in Common Stock unless such
listing, registration, qualification, consent, approval, or other action shall
have been effected or obtained free of any conditions not acceptable to the
Corporation. The Corporation may at any time impose any limitations

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upon the terms of any award under this Plan that, in the opinion of the Board of
Directors, are necessary or desirable in order to cause the Plan or any other
plan of the Corporation to comply with Rule 16b-3.

3.6  RIGHTS OF DIRECTORS

Nothing in the Plan shall confer upon any Director any right to serve as a
Director for any period of time or to continue his present or any other rate of
compensation.

3.7  REQUIREMENTS OF LAW; GOVERNING LAW

The issuance of shares of Common Stock shall be subject to all applicable laws,
rules, and regulations and to such approvals by any governmental agencies or
national securities exchanges as may be required. The Plan shall be construed in
accordance with and governed by the laws of the State of Delaware. The
provisions of this Plan shall be interpreted so as to comply with the conditions
or requirements of Rule 16b-3 under the Exchange Act, as amended, unless
applicable law otherwise requires a contrary interpretation of any such
provision.

3.8  TERM OF PLAN

Awards shall be made hereunder until this Plan is terminated by action of the
Corporation's Board of Directors.

October 16, 2001

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