exv10wj






Exhibit 10(j)




THE SHERWIN-WILLIAMS COMPANY 2005

DIRECTOR DEFERRED FEE PLAN

(AS AMENDED AND RESTATED)





	1.	 	PURPOSE. The purpose of The Sherwin-Williams Company 2005 Director Deferred Fee Plan
(the “Plan”) is to provide non-employee Directors of the Company with the opportunity to defer
taxation of all or a portion of such Director’s Board Retainer and/or Meeting Fees and to help
build loyalty to the Company through increased opportunity to invest in Company Common Stock.
The terms of the Plan, amended and restated as set forth herein, apply to amounts that are
deferred and vested under the Plan after December 31, 2004 and that are subject to Section
409A of the Code. Notwithstanding anything to the contrary contained herein, all amounts that
were deferred and vested under the Plan prior to January 1, 2005 and any additional amounts
that are not subject to Section 409A of the Code shall continue to be subject solely to the
terms of the separate Plan in effect on October 3, 2004.
	 
	2.	 	DEFINITIONS. The following terms when used herein with initial capital letters shall
have the following respective meanings unless the text clearly indicates otherwise:






	 	(a)	 	Administration Committee. “Administration Committee” shall have the
meaning given to such term under the Qualified Plan.
	 
	 	(b)	 	Board of Directors. “Board of Directors” means the Board of Directors
of the Company.
	 
	 	(c)	 	Board Retainer. “Board Retainer” means the compensation payable
monthly to Directors.
	 
	 	(d)	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(e)	 	Common Stock. “Common Stock” means the common stock of the Company or
any security into which such Common Stock may be changed by reason of: (i) any stock
dividend, stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, (ii) any merger, consolidation, separation,
reorganization or partial or complete liquidation, or (iii) any other corporate
transaction or event having an effect similar to any of the foregoing.
	 
	 	(f)	 	Common Stock Account. “Common Stock Account” means the bookkeeping
account established and maintained under this Plan which is credited with Common Stock
in accordance with paragraph 5(b).
	 
	 	(g)	 	Company. “Company” means The Sherwin-Williams Company, an Ohio
corporation or its successor(s) in interest.
	 
	 	(h)	 	Deferred Cash Account. “Deferred Cash Account” means the bookkeeping
account established and maintained under this Plan which is valued in accordance with
paragraph 5(a).
	 
	 	(i)	 	Deferred Compensation. “Deferred Compensation” means the amount of the
Board Retainer and/or Meeting Fee of the Participant deferred pursuant to this Plan.
	 
	 	(j)	 	Director. “Director” means a member of the Board of Directors.




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	 	(k)	 	Eligible Director. “Eligible Director” means a Director who is not an
employee of the Company or a Subsidiary.
	 
	 	(l)	 	Fair Market Value. “Fair Market Value” of Common Stock means the
average between the highest and the lowest quoted selling price of the Company’s Common
Stock on the New York Stock Exchange or any successor exchange.
	 
	 	(m)	 	Fees. “Fees” means the compensation payable to Directors for their
services as a director, including the Board Retainer and Meeting Fee.
	 
	 	(n)	 	Meeting Fee. “Meeting Fee” means the compensation payable at the time
of a meeting to a Director for each meeting of the Board of Directors or committee of
the Board of Directors that such Director attends and/or chairs.
	 
	 	(o)	 	Participant. “Participant” means an Eligible Director who has elected
to participate in the Plan.
	 
	 	(p)	 	Payment Date. “Payment Date” means (i) with respect to the payment of
a Board Retainer, the first business day of each calendar month or (ii) with respect to
the payment of a Meeting Fee, the date on which a meeting of the Board of Directors or
a committee of the Board of Directors was held.
	 
	 	(q)	 	Plan. “Plan” means the plan set forth in this instrument, and known as
“The Sherwin-Williams Company Director Deferred Fee Plan”, as adopted at the meeting of
the Board of Directors held July 20, 2005, amended and restated as set forth herein.
	 
	 	(r)	 	Plan Year. “Plan Year” means a calendar year.
	 
	 	(s)	 	Qualified Plan. “Qualified Plan” means The Sherwin-Williams Company
Employee Stock Purchase and Savings Plan, as amended from time to time, or any
successor plan.
	 
	 	(s)	 	Shadow Stock. “Shadow Stock” means a unit of interest equivalent to a
share of Common Stock.
	 
	 	(t)	 	Shadow Stock Account. “Shadow Stock Account” means the bookkeeping
account established and maintained under this Plan credited with Shadow Stock in
accordance with paragraph 5(c).
	 
	 	(u)	 	Subsidiary. Any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if, at the time of the time of
investment in the Common Stock, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
	 
	 	(v)	 	Trust. “Trust” means one or more trust funds established for the purpose
of (i) providing a source from which to pay benefits under the Plan and (ii) purchasing
and holding assets, including shares of Common Stock. Any such trust funds shall be
subject to the claims of the Company’s creditors in the event of the Company’s
insolvency, though such trust funds may not necessarily hold sufficient assets to
satisfy all of the benefits to be provided under the Plan.
	 
	 	(w)	 	Unforeseeable Emergency. “Unforeseeable Emergency” means a severe
financial hardship arising from (i) the illness or accident of the Participant, the
Participant’s 




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	 	 	 	spouse, or the Participant’s dependent (as defined in Section 152(a) of
the Code), (ii) loss of the Participant’s property due to casualty, or (iii) other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant. The determination of whether a Participant has
incurred an Unforeseeable Emergency shall be made by the Administration Committee,
in its sole discretion, in accordance with Section 409A of the Code and Treasury
Regulations thereunder.






	3.	 	ELIGIBILITY. An Eligible Director shall become a Participant upon satisfaction of
the following: (i) the later of the effective date of the Plan or the date such Director
becomes an Eligible Director; and (ii) completion of an Election (as defined in paragraph 4).
	 
	4.	 	ELECTION PROCEDURE. An Eligible Director wishing to participate in the Plan must
file a written notice on the Notice of Election form, attached as Exhibit A, electing to defer
payment for a Plan Year of all or a portion of his Fees as a Director (“Election”). Such
Election shall be made within thirty (30) days after the date such Director initially becomes
an Eligible Director. Any such Election shall be effective only with respect to Fees earned
after the effective date of the Election. Thereafter, a Director for whom an Election is not
in effect may only elect to participate in the Plan by filing a timely Election on or before
the December 31st of the Plan Year immediately preceding the Plan Year for which the Election
is to become effective. An Election shall not be effective until receipt of the fully and
properly completed Notice of Election form by the Secretary of the Company. A fully and
properly completed Notice of Election form must indicate: (i) the percentage of Fees to be
deferred; (ii) manner of payment upon distribution; (iii) payment commencement date; and (iv)
deemed investment election. Once effective for a Plan Year, an Election is irrevocable and
may not be changed for that Plan Year. No subsequent election may change the manner of
payment, the payment commencement date or the deemed investment of the Fees previously
deferred. An Election shall apply to Fees payable with respect to each subsequent Plan Year,
unless terminated or modified as described herein. An effective Election may be terminated or
modified for any subsequent Plan Year by filing either a new Notice of Election form to effect
modifications, or a Notice of Termination form, attached as Exhibit B, to effect terminations,
on or before the December 31st immediately preceding the Plan Year for which such modification
or termination is to be effective. A person for whom an effective Election is terminated may
thereafter file a new Notice of Election form, in the manner described above, for future Plan
Years for which he is eligible to participate in the Plan.
	 
	5.	 	INVESTMENT ACCOUNTS. The amount of a Participant’s Deferred Compensation
pursuant to an Election shall be deemed credited to the investment options specified in this
paragraph 5 in the manner elected by the Participant. A Participant’s election as to the
investment options in which his Deferred Compensation for a Plan Year shall be deemed to be
invested shall be irrevocable with respect to Deferred Compensation and deemed earnings
thereon, and Deferred Compensation and deemed earnings thereon cannot be transferred




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	 	 	between investment accounts. A Participant may elect to credit no less than twenty-five
percent (25%) of his Deferred Compensation for a Plan Year (the “Minimum Election”) to any
particular investment option. Any amounts in excess of the Minimum Election shall be made
in five percent (5%) increments. If a Participant fails to direct the investment of any
Deferred Compensation, all such Deferred Compensation will be credited to the Participant’s
Deferred Cash Account. A Participant may elect to have his Deferred Compensation deemed to
be invested in one of the following investment accounts:






	 	(a)	 	DEFERRED CASH ACCOUNT. Each Participant’s Deferred Cash Account shall
accrue interest computed using the base lending rate of interest as announced by Key
Bank, Cleveland, Ohio in effect during the immediately preceding calendar quarter. The
interest shall be computed on the actual balance in each Participant’s Deferred Cash
Account during the previous calendar quarter.
	 
	 	(b)	 	COMMON STOCK ACCOUNT. The Participant’s Common Stock Account shall be
credited with that quantity of Common Stock equal to the number of full and fractional
shares (to the nearest thousandths) which could have been purchased by the Trust with
the portion of Deferred Compensation a Participant has elected to allocate to the
Common Stock Account based on the Fair Market Value of such Common Stock on each
Payment Date. There will be credited to each Participant’s Common Stock Account
amounts equal to the cash dividends, and other distributions, paid on shares of issued
and outstanding Common Stock represented by the Participant’s Common Stock Account
which the Participant would have received had he been a record owner of shares of
Common Stock equal to the amount of Common Stock in his Common Stock Account at the
time of payment of such cash dividends or other distributions. The Participant’s
Common Stock Account shall be credited with a quantity of shares of Common Stock and
fractions thereof (to the nearest thousandths) that could have been purchased with the
dividends or other distributions based on the Fair Market Value of Common Stock on the
date of payment of such dividends or other distributions.
	 
	 	(c)	 	SHADOW STOCK ACCOUNT. The Participant’s Shadow Stock Account shall be
credited with a quantity of Shadow Stock units and fractions thereof (to the nearest
thousandths) equal to the value of Common Stock that could have been purchased with the
portion of the Deferred Compensation credited to the Shadow Stock Account on each
Payment Date based on the Fair Market Value of Common Stock on such Payment Date.
There will be credited to each Participant’s Shadow Stock Account amounts equal to the
cash dividends, and other distributions, paid on shares of issued and outstanding
Common Stock represented by the Participant’s Shadow Stock Account which the
Participant would have received had he been a record owner of a number of shares of
Common Stock equal to the amount of Shadow Stock in his Shadow Stock Account at the
time of payment of such cash dividends or other distributions. The Participant’s
Shadow Stock Account shall be credited with a quantity of Shadow Stock units and
fractions thereof (to the nearest thousandths) that could have been purchased with the
dividends or other distributions based on the Fair




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	 	 	 	Market Value of Common Stock on the date of payment of such dividends or other distributions.






	6.	 	DEPOSITS TO THE TRUST. The Company shall transfer to the Trust, within sixty
(60) days of the date Fees would otherwise be paid, amounts which a Participant has directed
to be deferred in accordance with the Plan. In addition, as of the first day of each calendar
quarter, the Company shall deposit into the Trust the following cash amounts accrued during
the immediately preceding calendar quarter: (i) all accrued interest on Participants’
Deferred Cash Accounts; (ii) an amount equal to cash dividends and other distributions paid on
shares of Common Stock represented by units of Shadow Stock and shares of Common Stock
credited to Participants’ Shadow Stock Accounts and Common Stock Accounts; (iii) an amount
equal to the appreciation in the value of a unit of Shadow Stock multiplied times the number
of units of Shadow Stock credit to Participants’ Shadow Stock Accounts; and (iv) an amount
equal to the appreciation in the value of a share of Common Stock multiplied by the number of
shares of Common Stock credited to Participants’ Common Stock Accounts. Notwithstanding the
foregoing, the Trust shall not be funded if the funding thereof would result in taxable income
to a Participant (i) due to the assets of the Trust being located or transferred outside of
the United States; (ii) due to the assets of the Trust being restricted to the provision of
benefits under the Plan in connection with a change in the employer’s financial health; (iii)
due to the assets being set aside, reserved or transferred to the Trust during any restricted
period (as defined in Section 409A(b)(3)(B) of the Code); or (iv) as otherwise provided
pursuant to Section 409A(b) of the Code.
	 
	7.	 	PAYMENT OF DEFERRED COMPENSATION.






	 	(a)	 	Amount of Payment. The benefit that a Participant will receive from
the Company in accordance with the Plan shall be: (i) the number of full shares of
Common Stock credited to the Participant’s Common Stock Account; and (ii) cash equal to
the sum of (I) the amount credited to the Participant’s Deferred Cash Account; (II) the
Fair Market Value of the fractional shares (to the nearest thousandths) of Common Stock
on the date such fractional shares were credited to the Participant’s Common Stock
Account; and (III) the value of the Shadow Stock units and fractions thereof (to the
nearest thousandths) credited to the Participant’s Shadow Stock Account. The value of
a Participant’s Deferred Cash Account, fractional shares of Common Stock and Shadow
Stock Account shall be determined by the Company as of the end of the calendar quarter
immediately preceding the calendar quarter in which a Participant is entitled to a
distribution hereunder in accordance with paragraph 7(c) below. Notwithstanding the
preceding sentence to the contrary, in the event of a Change of Control or termination
and liquidation of the Plan as provided in paragraphs 9 and 13, respectively, the value
of a Participant’s Deferred Cash Account, Shadow Stock Account and Common Stock Account
shall be determined by the Company immediately following such an event.
	 
	 	(b)	 	Manner of Payment. A Participant’s Deferred Compensation for a Plan
Year, as adjusted for deemed earnings or losses thereon, will be paid by the Company to
him




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	 	 	 	or, in the event of his death, to the Participant’s beneficiary, in kind, in a lump
sum unless the Participant makes a timely election to have the benefits paid in
substantially equal annual cash installments over a period not exceeding ten (10)
years. To the extent that benefits are payable in the form of annual installments
pursuant to this Section 7(b), annual payments will be made commencing on the
payment commencement date determined pursuant to Section 7(c) and shall continue on
each anniversary thereof until the number of annual installments specified in the
Participant’s timely election has been paid. The amount of each such installment
payment shall be determined by dividing the sum of the balances of the Participant’s
Deferred Cash Account and Shadow Stock Account, determined as of December 31 of the
year last preceding the installment payment date, by the number of installment
payments remaining, without regard to anticipated earnings. Notwithstanding the
foregoing, a Participant’s Deferred Compensation invested in the Common Stock
Account shall only be distributed to the Participant in kind in a lump sum. Upon
the commencement of installment payments hereunder, if so elected, the value (as
determined under paragraph 7(a) above) of the Participant’s Shadow Stock Account
shall be transferred to his Deferred Cash Account and the Participant’s Shadow Stock
Account shall be eliminated. Amounts credited to a Participant’s Deferred Cash
Account held pending distribution pursuant to this paragraph shall continue to be
credited with interest in accordance with the provisions of paragraph 5(a) above.






	 	(c)	 	Payment Commencement Date. Payments of Deferred Compensation and
earnings thereon shall commence within two (2) business days following the first
business day of the first calendar quarter beginning after the earlier of the date the
Participant elects to receive payment or ceases to be a Director.
Notwithstanding a Participant’s manner of payment election hereunder, if a Participant
ceases to be a Director as a result of the Participant’s death, the Company shall pay
to the Participant’s beneficiary or beneficiaries a lump sum on the first business day
of the first calendar quarter beginning after the Participant’s death.
	 
	 	(d)	 	Unforeseeable Emergency. In the event a Participant has elected to
receive distribution from the plan in the form of installment payments, the
Administration Committee may, nonetheless, upon request of the Participant, in its sole
discretion, accelerate payment of all or any portion of the Participant’s remaining
account under the Plan, if the Administration Committee determines that the Participant
has experienced an Unforeseeable Emergency. The amount of any such accelerated payment
shall be limited to the amount necessary to alleviate the Unforeseeable Emergency.






	8.	 	BENEFICIARIES. A Participant may, by executing and delivering to the Secretary of
the Company prior to the Participant’s death a Beneficiary Election form attached hereto as
Exhibit C, designate a beneficiary or beneficiaries to whom distribution of his interest under
this Plan shall be made in the event of his death prior to the full receipt of his interest
under this Plan, and he may designate the portions to be distributed to each such designated
beneficiary if there is more than one. Any such designation may be revoked or changed by




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	 	 	the Participant at any time and from time to time by filing, prior to the Participant’s death,
with the Secretary of the Company an executed Beneficiary Election form. If there is no such
designated beneficiary living upon the death of the Participant, or if all such designated
beneficiaries die prior to the full distribution of the Participant’s interest, then any
remaining unpaid amounts shall be paid to the estate of the Participant or Participant’s
beneficiaries.






	9.	 	CHANGE OF CONTROL. In the event of a Change of Control, the amounts to which
Participants are entitled under this Plan shall be immediately distributed in a lump sum cash
payment to Participants within ninety (90) days following the date of such Change of Control. For
purposes of this Plan, a Change of Control shall be deemed to occur on the date of any of the
following events:






	 	(a)	 	Any one person or more than one person acting as a group (within the meaning of
the Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires ownership of stock of the
Company that, together with stock held by such person or group, constitutes more than
50% of the total fair market value or total voting power of the stock of the Company.
Notwithstanding the foregoing, if any one person or group is considered to own more
than 50% of the total fair market value or total voting power of the stock of the
Company, the acquisition of additional stock by the same person or group is not
considered to cause a Change of Control. Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur solely because any person acquires ownership of
more than 50% of the total voting power of the stock of the Company as a result of the
acquisition by the Company of stock of the Company which, by reducing the number of
shares outstanding, increases the percentage of shares beneficially owned by such
person; provided, that if a Change of Control would occur as a result of such an
acquisition by the Company (if not for the operation of this sentence), and after the
Company’s acquisition such person becomes the beneficial owner of additional stock of
the Company that increases the percentage of outstanding shares of stock of the Company
owned by such person, a Change of Control shall then occur.
	 
	 	(b)	 	Any one person or more than one person acting as a group (within the meaning of
the Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or
group) ownership of stock of the Company possessing 30% or more of the total voting
power of the Company. Notwithstanding the foregoing, if any one person or group is
considered to own 30% or more of the total voting power of the stock of the Company,
the acquisition of additional stock by the same person or group is not considered to
cause a Change of Control. Notwithstanding the foregoing, a Change of Control shall
not be deemed to occur solely because any person acquires ownership of more than 30% of
the total voting power of the stock of the Company as a result of the acquisition by
the Company of stock of the Company which, by reducing the number of shares
outstanding, increases the percentage of shares




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	 	 	 	beneficially owned by such person; provided, that if a Change of Control would occur as a result of such an acquisition by
the Company (if not for the operation of this sentence), and after the Company’s
acquisition such person becomes the beneficial owner of additional stock of the Company that increases the percentage of
outstanding shares of stock of the Company owned by such person, a Change of Control
shall then occur.






	 	(c)	 	A majority of the Company’s Board of Directors is replaced during any 12-month
period by directors whose appointment or election was not endorsed by at least
two-thirds (2/3) of the members of the Board of Directors prior to the date of such
appointment or election.
	 
	 	(d)	 	Any one person or more than one person acting as a group (within the meaning of
the Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or
group) assets that have a total gross fair market value equal to or more than 50% of
the total gross fair market value of all the assets of the Company immediately before
such acquisition or acquisitions. The gross fair market value of assets shall be
determined without regard to liabilities associated with such assets. Notwithstanding
the foregoing, a transfer of assets shall not result in a Change of Control if such
transfer is to (i) a shareholder of the Company (immediately before the asset transfer)
in exchange for or with respect to its stock, (ii) an entity 50% or more of the total
value or voting power of which is owned, directly or indirectly, by the Company, (iii)
a person or group (within the meaning of the Treasury Regulation §
1.409A-3(i)(5)(v)(B)) that owns, directly or indirectly, 50% or more of the total value
or voting power of the stock of the Company, or (iv) an entity, at least 50% of the
total value or voting power of which is owned, directly or indirectly by a person or
group described in clause (iii) of this sentence.




Notwithstanding the foregoing, an acquisition of stock of the Company described in (a) or (b) above
shall not be deemed to be a Change of Control by virtue of any of the following situations: (i) an
acquisition by the Company; (ii) an acquisition by any of the Company’s subsidiaries in which a
majority of the voting power of the equity securities or equity interests of such subsidiary is
owned, directly or indirectly, by the Company; or (iii) any employee benefit or stock ownership
plan of the Company or any trustee or fiduciary with respect to such a plan acting in such
capacity.





	10.	 	NON-ASSIGNABILITY. Neither a Participant nor any beneficiary designated by him shall
have any right to, directly or indirectly, alienate, assign or encumber any amount that is or
may be payable hereunder.
	 
	11.	 	ADMINISTRATION OF PLAN. Full discretionary power and authority to construe,
interpret and administer the Plan shall be vested in the Administration Committee. The
Administration Committee shall have the power and authority to allocate among themselves




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	 	 	and to delegate any responsibility or power reserved to it hereunder to any person or persons or
any committee of the Board of Directors, as it may, in its sole discretion, deem
appropriate. Decisions of the Administration Committee or its designee shall be final,
conclusive and binding upon all persons affected thereby.






	12.	 	GOVERNING LAW. To the extent not preempted by federal law, the provisions of this
Plan shall be interpreted and construed in accordance with the laws of the State of Ohio.
	 
	13.	 	AMENDMENT/TERMINATION.






	 	(a)	 	Amendment and Termination in General. The Board of Directors may
amend, suspend or terminate this Plan at any time; provided that no such amendment,
suspension or termination shall adversely effect the amounts in any then-existing
account. Further, no amendment, suspension or termination of the Plan may result in
the acceleration of payment of any benefits to any Participant, beneficiary or other
person, except as may be permitted under Section 409A of the Code.
	 
	 	(b)	 	Payment of Benefits Following Termination. In the event that the Plan
is terminated, a Participant’s benefits shall be distributed to the Participant or
beneficiary on the dates on which the Participant or beneficiary would otherwise
receive benefits hereunder without regard to the termination of the Plan.
Notwithstanding the preceding sentence, and to the extent permitted under Section 409A
of the Code, the Board of Directors may terminate the Plan and accelerate the payment
of Participants’ benefits subject to the following conditions:






	 	(i)	 	Company’s Discretion. The termination does not occur
“proximate to a downturn in the financial health” of the Company (within the
meaning of Treasury Regulation §1.409A-3(j)(4)(ix)), and all other arrangements
required to be aggregated with the Plan under Section 409A of the Code are also
terminated and liquidated. In such event, the entire benefits of all
Participants shall be paid at the time and pursuant to the schedule specified
by the Company, so long as all payments are required to be made no earlier than
twelve (12) months, and no later than twenty-four (24) months, after the date
the Board of Directors irrevocably approves the termination of the Plan.
Notwithstanding the foregoing, any payment that would otherwise be paid
pursuant to the terms of the Plan prior to the twelve (12) month anniversary of
the date that the Board of Directors irrevocably approves the termination of
the Plan shall continue to be paid in accordance with the terms of the Plan.
If the Plan is terminated pursuant to this Section 13(b)(i), the Company shall
be prohibited from adopting a new plan or arrangement that would be aggregated
with this Plan under Section 409A of the Code within three (3) years following
the date that the Board of Directors irrevocably approves the termination and
liquidation of the Plan.




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	 	(ii)	 	Change of Control. The termination occurs pursuant to
an irrevocable action of the Board of Directors that is taken within the thirty
(30) days preceding or the twelve (12) months following a Change of Control (as
defined in Section 9), and all other plans sponsored by the Company
(determined immediately after the Change of Control) that are required to be
aggregated with this Plan under Section 409A of the Code are also terminated
with respect to each participant therein who experienced the Change of
Control (each a “Change of Control Participant”). In such event, the
entire benefits of each Participant under the Plan and each Change in
Control Participant under all aggregated plans shall be paid at the time and
pursuant to the schedule specified by the Company, so long as all payments
are required to be made no later than twelve (12) months after the date that
the Board of Directors irrevocably approves the termination.
	 
	 	(iii)	 	Dissolution; Bankruptcy Court Order. The termination
occurs within twelve (12) months after a corporate dissolution taxed under
Section 331 of the Code, or with the approval of a bankruptcy court pursuant to
11 U.S.C. §503(b)(1)(A). In such event, the entire benefits of each
Participant shall be paid at the time and pursuant to the schedule specified by
the Company, so long as all payments are required to be made by the latest of:
(A) the end of the calendar year in which the Plan termination occurs, (B) the
first calendar year in which the amount is no longer subject to a substantial
risk of forfeiture, or (C) the first calendar year in which payment is
administratively practicable.
	 
	 	(iv)	 	Other Events. The termination occurs upon such other
events and conditions as the Internal Revenue Service may prescribe in
generally applicable guidance published in the Internal Revenue Bulletin.






	 	The provisions of paragraphs (i), (ii), (iii) and (iv) of this Section 13(b) are
intended to comply with the exception to accelerated payments under Treasury
Regulation §1.409A-3(j)(4)(ix) and shall be interpreted and administered
accordingly. The term “Company” as used in paragraphs (i) and (ii) of this Section
13(b) shall include the Company and any entity which would be considered to be a
single employer with the Company under Sections 414(b) or 414(c) of the Code.






	14.	 	SECTION 409A OF THE CODE.






	 	(a)	 	It is intended that the Plan comply with the provisions of Section 409A of the
Code, so as to prevent the inclusion in gross income of any amounts deferred hereunder
in a taxable year that is prior to the taxable year or years in which such amounts
would otherwise actually be paid or made available to Participants or beneficiaries.
The Plan shall be construed, administered and governed in a manner that effects such
intent. In furtherance of that intent, to the extent necessary to comply with Section




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	 	 	 	409A of the Code: (i) a Participant will be deemed to cease to be a Director on the
date of the Participant’s “separation from service” (within the meaning of Section
409A of the Code); and (ii) notwithstanding any other provision of the Plan to the
contrary other than Sections 14(b)(i) and 14(b)(ii), in the event that a Participant
is a “specified employee” (within the meaning of Section 409A of the Code), any
payment that would otherwise be made or commence as a result of such separation from
service shall be paid or commence on the first business day which is no less that
six (6) months after the Participant’s separation from service.






	 	(b)	 	Discretionary Acceleration of Payments. To the extent permitted by
Section 409A of the Code, the Administration Committee may, in its sole discretion,
accelerate the time or schedule of a payment under the Plan as provided in this
Section. The provisions of this Section are intended to comply with the exception to
accelerated payments under Treasury Regulation §1.409A-3(j) and shall be interpreted
and administered accordingly.






	 	(i)	 	Domestic Relations Orders. The Administration Committee may,
in its sole discretion, accelerate the time or schedule of a payment under the
Plan to an individual other than the Participant as may be necessary to fulfill
a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).
	 
	 	(ii)	 	Conflicts of Interest. The Administration Committee may, in
its sole discretion, provide for the acceleration of the time or schedule of a
payment under the Plan to the extent necessary for any federal officer or
employee in the executive branch to comply with an ethics agreement with the
federal government. Additionally, the Administration Committee may, in its
sole discretion, provide for the acceleration of the time or schedule of a
payment under the Plan the to the extent reasonably necessary to avoid the
violation of an applicable federal, state, local, or foreign ethics law or
conflicts of interest law (including where such payment is reasonably necessary
to permit the Participant to participate in activities in the normal course of
his or her position in which the Participant would otherwise not be able to
participate under an applicable rule).
	 
	 	(iii)	 	Limited Cash-Outs. The Administration Committee may, in its
sole discretion, require a mandatory lump sum payment of amounts deferred under
the Plan that do not exceed the applicable dollar amount under Section
402(g)(1)(B) of the Code, provided that the payment results in the termination
and liquidation of the entirety of the Participant’s interest under the Plan,
including all agreements, methods, programs or other arrangements that are
aggregated with the Plan pursuant to Treasury Regulation § 1.409A-1(c).




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	 	(iv)	 	Payment Upon Income Inclusion Under Section 409A. The
Administration Committee may, in its sole discretion, provide for the
acceleration of the time or schedule of a payment under the Plan at any time
the Plan fails to meet the requirements of Section 409A of the Code. The
payment may not exceed the amount required to be included in income as a result
of the failure to comply with the requirements of Section 409A of the Code.
	 
	 	(v)	 	Cancellation of Deferral Election Due to Unforeseeable
Emergency. The Administration Committee may, in its sole discretion, cancel a
Participant’s deferral election due an Unforeseeable Emergency.
	 
	 	(vi)	 	Certain Payments to Avoid a Nonallocation Year under Section
409(p). The Administration Committee may, in its sole discretion, provide for
the acceleration of the time or schedule of a payment under the Plan to prevent
the occurrence of a nonallocation year (within the meaning of Section 409(p)(3)
of the Code) in the plan year of an employee stock ownership plan next
following the plan year in which such payment is made, provided that the amount
paid may not exceed 125 percent of the minimum amount of payment necessary to
avoid the occurrence of a nonallocation year.
	 
	 	(vii)	 	Payment of State, Local, or Foreign Taxes. The Administration
Committee may, in its sole discretion, provide for the acceleration of the time
or schedule of a payment under the Plan to reflect payment of state, local, or
foreign tax obligations arising from participation in the Plan that apply to an
amount deferred under the Plan before the amount is paid or made available to
the Participant (the state, local, or foreign tax amount). Such payment may not
exceed the amount of such taxes due as a result of participation in the Plan.
The payment may be made in the form of withholding pursuant to provisions of
applicable state, local, or foreign law or by payment directly to the
Participant.
	 
	 	(viii)	 	Cancellation of Deferral Election Due to Disability. The Administration
Committee may, in its sole discretion, cancel a Participant’s deferral election
in the event that a Participant incurs a disability, provided that such
cancellation occurs by the later of the end of the calendar year in which the
Participant incurs a disability or the 15th day of the third month following
the dated the Participant incurs a disability. For purposes of this Section
14(b)(viii), a disability refers to any medically determinable physical or
mental impairment resulting in the Participant’s inability to perform the
duties of his or her position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to last for a
continuous period of not less than six (6) months..




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	 	(ix)	 	Certain Offsets. The Administration Committee may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment
under the Plan as satisfaction of a debt of the Participant to the Company (or
any entity which would be considered to be a single employer with the Company
under Sections 414(b) or 414(c) of the Code), where such debt is incurred in
the ordinary course of the service relationship between the Company (or any
entity which would be considered to be a single employer with the Company under
Sections 414(b) or 414(c) of the Code) and the Participant, the entire amount
of reduction in any of the taxable years of the Company (or any entity which
would be considered to be a single employer with the Company under Sections
414(b) or 414(c) of the Code) does not exceed $5,000, and the reduction is made
at the same time and in the same amount as the debt otherwise would have been
due and collected from the Participant.
	 
	 	(x)	 	Bona Fide Disputes as to a Right to a Payment. The
Administration Committee may, in its sole discretion, provide for the
acceleration of the time or schedule of a payment under the Plan where such
payment occurs as part of a settlement between the Participant and the Company
(or any entity which would be considered to be a single employer with the
Company under Sections 414(b) or 414(c) of the Code) of an arm’s length, bona
fide dispute as to the Participant’s right to the deferred amount.
	 
	 	(xi)	 	Plan Terminations and Liquidations. The Administration
Committee may, in its sole discretion, provide for the acceleration of the time
or schedule of a payment under the Plan as provided in Section 13(b) hereof.
	 
	 	(xii)	 	Other Events and Conditions. A payment may be accelerated
upon such other events and conditions as the Internal Revenue Service may
prescribe in generally applicable guidance published in the Internal Revenue
Bulletin.






	 	Except as otherwise specifically provided in this Plan, including but not limited to
Section 7(d), Section 13(b) and this Section 14(b) hereof, the Administration
Committee may not accelerate the time or schedule of any payment or amount scheduled
to be paid under the Plan within the meaning of Code Section 409A.






	(c)	 	Delay of Payments. To the extent permitted under Section 409A of the
Code, the Administration Committee may, in its sole discretion, delay payment under any
of the following circumstances, provided that the Administration Committee treats all
payments to similarly situated Participants on a reasonably consistent basis:






	 	(i)	 	Federal Securities Laws or Other Applicable Law. A payment may
be delayed where the Administration Committee reasonably anticipates that the
making of the payment will violate federal securities laws or other applicable




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	 	 	 	law; provided that the delayed payment is made at the earliest date at which
the Administration Committee reasonably anticipates that the making of the
payment will not cause such violation. For purposes of the preceding
sentence, the making of a payment that would cause inclusion in gross income
or the application of any penalty provision or other provision of the Code
is not treated as a violation of applicable law.






	 	(ii)	 	Other Events and Conditions. A payment may be delayed upon
such other events and conditions as the Internal Revenue Service may prescribe
in generally applicable guidance published in the Internal Revenue Bulletin.





     IN WITNESS WHEREOF, the Company has caused the Plan to be amended and restated this 17th day
of December, 2009.




	 	 	 	 	 
	 	THE SHERWIN-WILLIAMS COMPANY

 	 
	 
	 	  	/s/
 	 
	 	 	Louis E. Stellato, Senior Vice President, 	 
	 	 	General Counsel and Secretary 	 



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