<PAGE>

                                                                  CONFORMED COPY

    As filed with the Securities and Exchange Commission on November 2, 2001
                                                        Registration No. _______

--------------------------------------------------------------------------------



                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              WHIRLPOOL CORPORATION
 -------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                Delaware                                 38-1490038
 -------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

   2000 North M-63, Benton Harbor, Michigan              49022-2962
 -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)               (Zip Code)

        WHIRLPOOL CORPORATION KEY EMPLOYEE TREASURY STOCK OWNERSHIP PLAN
 -------------------------------------------------------------------------------
                            (Full Title of the plan)

   Robert T. Kenagy, Esq., Associate General Counsel and Secretary, Whirlpool
  Corporation, Law Department, Mail Drop 2200, 2000 North M-63, Benton Harbor,
                               Michigan 49022-2692
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  616-923-3910
 -------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                             Proposed      Proposed Maximum
       Title of Securities to             Amount to be       Maximum      Aggregate Offering          Amount of
            be Registered                  Registered        Offering          Price (1)          Registration Fee
                                                             Price Per
                                                             Share (1)
----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>          <C>                     <C>
    Common Stock, par value $1.00           200,000            $59.10         $11,820,000             $2,955.00
                                             shares
----------------------------------------------------------------------------------------------------------------------
    Preferred Share Purchase Rights         200,000              (2)              (2)                     (2)
                                             shares
----------------------------------------------------------------------------------------------------------------------
</TABLE>


Notes:
     1. Calculated pursuant to Rule 457(h) of Regulation C based on an assumed
price of $59.10 per share, which represents the average of the high and low
prices of such securities reported on the New York Stock Exchange Composite Tape
on October 31, 2001.

     2. Rights to purchase Junior Participating Preferred Stock, Series B
initially are attached to and trade with the Common Stock being registered
hereby. The value attributable to such rights, if any, is reflected in the
market price of the Common Stock.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

         The documents listed below are hereby incorporated by reference into
this Registration Statement:

1.   The Annual Report on Form 10-K of Whirlpool Corporation (the "Company") for
     the fiscal year ended December 31, 2000.

2.   The Quarterly Reports on Form 10-Q of the Company for the fiscal quarters
     ended March 31, 2001, June 30, 2001 and September 30, 2001.

3.   The Current Reports on Form 8-K of the Company filed on March 20, 2001,
     March 29, 2001, April 19, 2001, July 18, 2001, October 17, 2001 and October
     19, 2001.

4.   The description of the common stock of the Company which is contained in
     its Form 8-K dated April 23, 1996.

5.   Description of the Preferred Stock Purchase Rights which was contained in
     the Registration Statement on Form 8-A filed by the Company on April 27,
     1998 (file No. 1-3932).

6.   All reports and other documents subsequently filed by the Company pursuant
     to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
     1934 (the "Exchange Act"), prior to the filing of a post-effective
     amendment which indicates that all securities offered hereby have been sold
     or which deregisters all securities then remaining unsold, shall be deemed
     to be incorporated by reference herein and to be a part hereof from the
     date of the filing of such reports and documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
------   -------------------------

                                 Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

                                 Not Applicable

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

         The Delaware General Corporation Law and the Certificate of
Incorporation of the Company provide for the indemnification of any person who
was or is made a party or is threatened to be made a party to or is involved in
any action, suit, or proceeding by reason of the fact that such individual is or
was a director or officer of the Company or serves or served another enterprise
(including the plan) at the request of the Company against all expense,
liability, and loss (including attorney's fees, judgments, fines, Employee
Retirement Income Security Act of 1974 ("ERISA") excise taxes or penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered in
connection therewith, to the fullest extent authorized by the Delaware General
Corporation Law, and also generally provides for mandatory advancement by the
Company of defense-related expenses.

         Both the Delaware General Corporation Law and the Certificate of
Incorporation of the Company provide that the Company may maintain insurance to
cover losses incurred pursuant to liability of directors and officers of the
Company. The Company has obtained directors' and officers' insurance coverage,
which insurance covers certain liabilities of directors and officers of the
Company arising under the Securities Act.

<PAGE>

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

                                 Not Applicable

Item 8.  Exhibits.
------   --------

     Exhibit No.
     -----------

         4(a)        Restated Certificate of Incorporation of Whirlpool
                     Corporation (filed as Exhibit 3(i) to Whirlpool
                     Corporation's Annual Report on Form 10-K for the
                     fiscal year ended December 31, 1993, Commission File
                     No. 1-3932, and incorporated herein by reference.)

         4(b)        By-laws of the Company, as amended and restated
                     August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool
                     Corporation's Annual Report on Form 10-K for the
                     fiscal year ended December 31, 1999, Commission File
                     No. 1-3932, and incorporated herein by reference.)

         4(c)        Rights Agreement, dated April 21, 1998, between
                     Whirlpool Corporation and First Chicago Trust Company
                     of New York, (incorporated by reference to the
                     Registrant's Form 8-K filed on April 27, 1998.)

         4(d)        Whirlpool Corporation Key Employee Treasury Stock Ownership
                     Plan.

         23          Consent of Ernst & Young LLP

         24          Power of Attorney

Item 9.  Undertakings.
------   ------------

         (a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense or any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

The Registrant.
---------------

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Benton Harbor, State of Michigan, on November 2,
2001.

                                              WHIRLPOOL CORPORATION




                                              By: /s/ Daniel F. Hopp
                                                -------------------------
                                                       Daniel F. Hopp
                                                       Senior Vice President
                                                       Corporate Affairs and
                                                       General Counsel

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                                       Title                              Date
---------                                       -----                              ----
<S>                                 <C>                                      <C>
David. R. Whitwam*                  Director, Chairman of the Board
                                    and Chief Executive Officer

Jeff M. Fettig*                     Director, President and Chief
                                    Operating Officer

Herman Cain*                        Director

Gary T. DiCamillo*                  Director

Allan D. Gilmour*                   Director

Kathleen J. Hempel*                 Director

James M. Kilts*                     Director                                  October 25, 2001

Arnold G. Langbo*                   Director

Miles L. Marsh*                     Director

Philip L. Smith*                    Director

Paul G. Stern*                      Director

Janice D. Stoney*                   Director

Mark E. Brown*                      Executive Vice President
                                    and Chief Financial Officer
                                    (Principal Financial Officer)

Betty A. Beaty*                     Vice President and Controller
                                    (Principal Accounting Officer)

*By:      /s/ Daniel F. Hopp     Attorney in Fact                             November 2, 2001
         ----------------------------------------
                Daniel F. Hopp
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit                          Description
Number                           of Document
------                           -----------

4(a)                       Restated Certificate of Incorporation of Whirlpool
                           Corporation (filed as Exhibit 3(i) to Whirlpool
                           Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1993, Commission File
                           No.1-3932, and incorporated herein by reference.)

4(b)                       By-laws of the Company, as amended and restated
                           August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool
                           Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1999, Commission File
                           No. 1-3932, and incorporated herein by reference.)

4(c)                       Rights Agreement, dated April 21, 1998, between
                           Whirlpool Corporation and First Chicago Trust Company
                           of New York, (incorporated by reference to the
                           Registrant's Form 8-K filed on April 27, 1998.)

4(d)                       Whirlpool Corporation Key Employee Treasury Stock
                           Ownership Plan.

23                         Consent of Ernst & Young LLP

24                         Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16536}]
{"company-data": {"conformed-name": "WHIRLPOOL CORP /DE/", "cik": "0000106640", "assigned-sic": "3630", "irs-number": "381490038", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72698", "film-number": "1773713"}, "business-address": {"street1": "WHIRLPOOL CNTR 2000 M 63", "street2": "C/O CORPORATE SECRETARY", "city": "BENTON HARBOR", "state": "MI", "zip": "49022-2692", "phone": "6169235000"}, "mail-address": {"street1": "WHIRLPOOL CTR 2000 M 63", "street2": "C/O CORPORATE SECRETARY", "city": "BENTON HARBOR", "state": "MI", "zip": "49022-2692"}, "former-company": {"former-conformed-name": "WHIRLPOOL SEEGER CORP", "date-changed": "19710824"}}
CONFORMED COPY

    As filed with the Securities and Exchange Commission on November 2, 2001
                                                        Registration No. _______

--------------------------------------------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              WHIRLPOOL CORPORATION
 -------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                Delaware                                 38-1490038
 -------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

   2000 North M-63, Benton Harbor, Michigan              49022-2962
 -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)               (Zip Code)

        WHIRLPOOL CORPORATION KEY EMPLOYEE TREASURY STOCK OWNERSHIP PLAN
 -------------------------------------------------------------------------------
                            (Full Title of the plan)

   Robert T. Kenagy, Esq., Associate General Counsel and Secretary, Whirlpool
  Corporation, Law Department, Mail Drop 2200, 2000 North M-63, Benton Harbor,
                               Michigan 49022-2692
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  616-923-3910
 -------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                             Proposed      Proposed Maximum
       Title of Securities to             Amount to be       Maximum      Aggregate Offering          Amount of
            be Registered                  Registered        Offering          Price (1)          Registration Fee
                                                             Price Per
                                                             Share (1)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00           200,000            $59.10         $11,820,000             $2,955.00
                                             shares
----------------------------------------------------------------------------------------------------------------------
    Preferred Share Purchase Rights         200,000              (2)              (2)                     (2)
                                             shares
----------------------------------------------------------------------------------------------------------------------
Notes:
     1. Calculated pursuant to Rule 457(h) of Regulation C based on an assumed
price of $59.10 per share, which represents the average of the high and low
prices of such securities reported on the New York Stock Exchange Composite Tape
on October 31, 2001.

     2. Rights to purchase Junior Participating Preferred Stock, Series B
initially are attached to and trade with the Common Stock being registered
hereby. The value attributable to such rights, if any, is reflected in the
market price of the Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

         The documents listed below are hereby incorporated by reference into
this Registration Statement:

1.   The Annual Report on Form 10-K of Whirlpool Corporation (the "Company") for
     the fiscal year ended December 31, 2000.

2.   The Quarterly Reports on Form 10-Q of the Company for the fiscal quarters
     ended March 31, 2001, June 30, 2001 and September 30, 2001.

3.   The Current Reports on Form 8-K of the Company filed on March 20, 2001,
     March 29, 2001, April 19, 2001, July 18, 2001, October 17, 2001 and October
     19, 2001.

4.   The description of the common stock of the Company which is contained in
     its Form 8-K dated April 23, 1996.

5.   Description of the Preferred Stock Purchase Rights which was contained in
     the Registration Statement on Form 8-A filed by the Company on April 27,
     1998 (file No. 1-3932).

6.   All reports and other documents subsequently filed by the Company pursuant
     to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
     1934 (the "Exchange Act"), prior to the filing of a post-effective
     amendment which indicates that all securities offered hereby have been sold
     or which deregisters all securities then remaining unsold, shall be deemed
     to be incorporated by reference herein and to be a part hereof from the
     date of the filing of such reports and documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
------   -------------------------

                                 Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

                                 Not Applicable

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

         The Delaware General Corporation Law and the Certificate of
Incorporation of the Company provide for the indemnification of any person who
was or is made a party or is threatened to be made a party to or is involved in
any action, suit, or proceeding by reason of the fact that such individual is or
was a director or officer of the Company or serves or served another enterprise
(including the plan) at the request of the Company against all expense,
liability, and loss (including attorney's fees, judgments, fines, Employee
Retirement Income Security Act of 1974 ("ERISA") excise taxes or penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered in
connection therewith, to the fullest extent authorized by the Delaware General
Corporation Law, and also generally provides for mandatory advancement by the
Company of defense-related expenses.

         Both the Delaware General Corporation Law and the Certificate of
Incorporation of the Company provide that the Company may maintain insurance to
cover losses incurred pursuant to liability of directors and officers of the
Company. The Company has obtained directors' and officers' insurance coverage,
which insurance covers certain liabilities of directors and officers of the
Company arising under the Securities Act.
Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

                                 Not Applicable

Item 8.  Exhibits.
------   --------

     Exhibit No.
     -----------

         4(a)        Restated Certificate of Incorporation of Whirlpool
                     Corporation (filed as Exhibit 3(i) to Whirlpool
                     Corporation's Annual Report on Form 10-K for the
                     fiscal year ended December 31, 1993, Commission File
                     No. 1-3932, and incorporated herein by reference.)

         4(b)        By-laws of the Company, as amended and restated
                     August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool
                     Corporation's Annual Report on Form 10-K for the
                     fiscal year ended December 31, 1999, Commission File
                     No. 1-3932, and incorporated herein by reference.)

         4(c)        Rights Agreement, dated April 21, 1998, between
                     Whirlpool Corporation and First Chicago Trust Company
                     of New York, (incorporated by reference to the
                     Registrant's Form 8-K filed on April 27, 1998.)

         4(d)        Whirlpool Corporation Key Employee Treasury Stock Ownership
                     Plan.

         23          Consent of Ernst & Young LLP

         24          Power of Attorney

Item 9.  Undertakings.
------   ------------

         (a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense or any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

The Registrant.
---------------

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Benton Harbor, State of Michigan, on November 2,
2001.

                                              WHIRLPOOL CORPORATION

                                              By: /s/ Daniel F. Hopp
                                                -------------------------
                                                       Daniel F. Hopp
                                                       Senior Vice President
                                                       Corporate Affairs and
                                                       General Counsel
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                       Title                              Date
---------                                       -----                              ----
David. R. Whitwam*                  Director, Chairman of the Board
                                    and Chief Executive Officer

Jeff M. Fettig*                     Director, President and Chief
                                    Operating Officer

Herman Cain*                        Director

Gary T. DiCamillo*                  Director

Allan D. Gilmour*                   Director

Kathleen J. Hempel*                 Director

James M. Kilts*                     Director                                  October 25, 2001

Arnold G. Langbo*                   Director

Miles L. Marsh*                     Director

Philip L. Smith*                    Director

Paul G. Stern*                      Director

Janice D. Stoney*                   Director

Mark E. Brown*                      Executive Vice President
                                    and Chief Financial Officer
                                    (Principal Financial Officer)

Betty A. Beaty*                     Vice President and Controller
                                    (Principal Accounting Officer)

*By:      /s/ Daniel F. Hopp     Attorney in Fact                             November 2, 2001
         ----------------------------------------
                Daniel F. Hopp
EXHIBIT INDEX

Exhibit                          Description
Number                           of Document
------                           -----------

4(a)                       Restated Certificate of Incorporation of Whirlpool
                           Corporation (filed as Exhibit 3(i) to Whirlpool
                           Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1993, Commission File
                           No.1-3932, and incorporated herein by reference.)

4(b)                       By-laws of the Company, as amended and restated
                           August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool
                           Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1999, Commission File
                           No. 1-3932, and incorporated herein by reference.)

4(c)                       Rights Agreement, dated April 21, 1998, between
                           Whirlpool Corporation and First Chicago Trust Company
                           of New York, (incorporated by reference to the
                           Registrant's Form 8-K filed on April 27, 1998.)

4(d)                       Whirlpool Corporation Key Employee Treasury Stock
                           Ownership Plan.

23                         Consent of Ernst & Young LLP

24                         Power of Attorney