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

May 29, 2012

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 May 29, 2012, 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 4.700% Notes due 2022
Interest Rate:		4.700% per annum
Date of Maturity:		June 1, 2022
Interest Payment Dates:		Semi-annually on June 1 and December 1 of each year, commencing December 1, 2012
Record Dates:		May 15 and November 15 of each year
Change of Control Offer:		Yes
Underwriting Discount:		0.650% of the principal amount
Price to Public:		99.850% of the principal amount
Time of Sale:		2:15 PM, New York City Time, May 29, 2012
Date and Time of Settlement:		June 1, 2012, 9:00 AM, New York City Time
Place for Delivery of Notes and Payment Therefor:		Xxxxx Xxxxx LLP 00 Xxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000
Method of Payment:		Same-day funds via wire transfer

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

X.X. XXXXXX SECURITIES LLC
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Executive Director

RBS SECURITIES INC.
By:		/s/ Xxxxx Xxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxx
Title:		Managing Director

Terms Agreement Signature Page

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

Terms Agreement Signature Page