exv10wm






Exhibit 10(m)




THE SHERWIN-WILLIAMS COMPANY

2008 AMENDED AND RESTATED

EXECUTIVE LIFE INSURANCE PLAN




     The Sherwin-Williams Company, an Ohio corporation (the “Company”), on behalf of itself and
Participating Affiliates, hereby establishes this 2008 Amended and Restated Executive Life
Insurance Plan (the “Plan”), effective retroactive to January 1, 2004 to assure compliance with new
securities and tax laws and regulations. The Plan has been operated in good faith compliance with
and shall hereafter be interpreted in all respects to comply with final split dollar regulations,
applicable federal securities laws, Internal Revenue Code Section 409A, to the extent applicable,
and those provisions of the Employee Retirement Income Security Act of 1974, as amended, applicable
to a welfare benefit plan maintained to provide life insurance benefits to a “select group of
management or highly compensated employees.” The purpose of the Plan is to attract and retain high
quality executives and to promote in key executives increased efficiency and an interest in the
successful operation of the Company. Participation in this Plan is in lieu of participation in any
other Company sponsored group life insurance plan.



ARTICLE 1

Definitions




     1.1 Administrator shall mean the Compensation and Management Development Committee or
such other person or persons appointed by the Board of Directors of the Company to administer the
Plan pursuant to Article 7 of the Plan.



     1.2 Base Salary shall mean the Participant’s base annual salary excluding incentive
and discretionary bonuses and other non-regular forms of compensation, before reductions for
contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored
by the Company.



     1.3 Beneficiary shall mean the person(s) or entity designated as such in accordance
with Article 6 of the Plan.



     1.4 Class A Participant shall mean a Participant who has been designated by the
Administrator to participate in the Class A Participant Program pursuant to Article 3.



     1.5 Class A Participant Program shall mean the collateral assignment loan structure
life insurance program provided to Class A Participants pursuant to Article 3.



     1.6 Class B Participant shall mean a Participant who has been designated by the
Administrator to participate in the Class B Participant Program pursuant to Article 4.



     1.7 Class B Participant Program shall mean the endorsement structure life insurance
program provided to Class B Participants pursuant to Article 4.



     1.8 Company shall mean The Sherwin-Williams Company except that where the context
requires, Company shall mean the Company or the Participating Affiliate whichever is the employer
of the Participant.



 









 





     1.9 Collateral Assignment shall mean the Collateral Assignment Agreement executed by a
Class A Participant assigning the Policy to the Company as collateral security for the return of
the Cumulative Company Loan pursuant to Article 3.



     1.10 Coverage Maturity Date unless otherwise specified in the Participant Enrollment
Form, the Coverage Maturity Date shall mean the later of the last day of the sixth month commencing
after the Participant’s Retirement or the fifteenth (15th) anniversary date of the
Policy (i.e. the end of the 15th Policy year). The Coverage Maturity Date may be
changed by amendment of the Participant Enrollment Form only if such change complies with all
requirements of IRC Section 409A without the imposition of excise taxes.



     1.11 Cumulative Company Contribution shall mean the total cumulative premiums actually
paid on the Policy of a Class B Participant by the Company as of the relevant date net of any loans
or withdrawals from the Policy by the Company and net of any amounts previously reimbursed to the
Company by the Participant.



     1.12 Cumulative Company Loan shall mean the total cumulative premiums actually paid on
the Policy of a Class A Participant by the Company as of the relevant date net of any loans or
withdrawals from the Policy by the Company and net of any amounts previously reimbursed to the
Company by the Participant.



     1.13 Disability shall mean that the Participant (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of the
Participant’s employer. The Administrator may require that the Participant submit evidence of such
qualification for disability benefits in order to determine the Disability of the Participant under
this Plan.



     1.14 Early Retirement Eligibility Date shall mean the date on which the Participant
has both attained age fifty-five (55) and completed at least twenty (20) Years of Service.



     1.15 Economic Benefit Amount shall mean the value of the economic benefit of the life
insurance coverage provided to a Class B Participant under the Plan as determined in the complete
and sole discretion of the Administrator based on Treasury regulations, rulings issued by the
Internal Revenue Service and other applicable authorities.



     1.16 Eligible Executive shall mean an executive of the Company or a Participating
Affiliate selected by the Administrator to be eligible to participate in the Plan. The
Administrator shall designate whether an Eligible Executive is eligible to participate as either a
Class A Participant or a Class B Participant.



     1.17 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended,
as interpreted by regulations and applicable authorities promulgated thereunder.



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     1.18 Imputed Interest shall mean the interest imputed to the Participant under IRC
Section 7872 by reason of the Cumulative Company Loan which shall be based on the blended annual
federal statutory short-term rate which is in effect under IRC Section 1274(d) for the Plan Year
for which the amount of forgone interest is being determined, compounded annually.



     1.19 IRC shall mean the Internal Revenue Code of 1986, as amended, as interpreted by
Treasury regulations and applicable authorities promulgated thereunder.



     1.20 Normal Retirement Date shall mean the date on which the Participant attains age
sixty-five (65).



     1.21 Participant shall mean an Eligible Executive who has completed a Participant
Enrollment Form pursuant to Article 2 of the Plan and shall include either a Class A Participant or
a Class B Participant.



     1.22 Participant Enrollment Form shall mean the written agreement to participate in
the Plan submitted by a Participant to the Administrator pursuant to Article 2 of the Plan which
shall specify the class in which the Participant shall participate in the Plan and the Coverage
Maturity Date. The Participant Enrollment From may only be amended by mutual agreement of the
Company and the Participant and in compliance with all requirements of IRC Section 409A, without
the imposition of excise taxes. For example, any amendment to change the Coverage Maturity Date
shall be made no less twelve (12) months prior to the original Coverage Maturity Date and shall
delay the Coverage Maturity Date by a minimum of five (5) years.



     1.23 Participating Affiliate shall mean The Sherwin-Williams Automotive Finishes
Corporation and/or such other affiliate of the Company as may be designated by the Administrator to
participate in the Plan and which has adopted the Plan and authorized the Administrator and The
Sherwin-Williams Company to act on it’s behalf in administration of the Plan, as provided in
Section 8.2.



     1.24 Plan Year shall mean the calendar year.



     1.25 Policy shall mean the life insurance policy or policies insuring the life of the
Participant made subject to this Plan pursuant to Articles 3 or 4 of the Plan.



     1.26 Retirement shall mean Termination of Employment on or after the earlier of the
Early Retirement Eligibility Date or the Normal Retirement Date.



     1.27 Target Death Benefit shall be based on a multiple of the Participant’s
approximate projected Base Salary specified on a Schedule A to this Plan. The specified multiple
and the approximation of Base Salary for this purpose may be adjusted from time to time by
amendment of Schedule A in the complete and sole discretion of the Administrator.



     1.28 Termination of Employment shall mean the date of the cessation of the
Participant’s employment with the Company for any reason whatsoever, whether voluntary or
involuntary, including by reason of Retirement, Disability or death. A transfer between the
Company and a Participating Affiliate or among Participating Affiliates shall not be considered a
Termination of Employment.



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     1.29 Years of Service shall mean the cumulative consecutive years of continuous
full-time employment with the Company or a Participating Affiliate, beginning on the date the
Participant first began service with the Company or Participating Affiliate, and counting each
anniversary thereof.



ARTICLE 2

Participation




     2.1 Enrollment. An Eligible Executive shall enroll in the Plan by filing a completed
and fully executed Participant Enrollment Form and such other insurance applications and forms as
may be reasonably requested by the Administrator. An Eligible Executive shall become a Participant
in the Plan when he or she is notified in writing that his or her participation in a particular
class of coverage has been approved by the Administrator and that insurance coverage has been
secured on his or her behalf.



     2.2 Insurability. Eligible Executives are not automatically entitled to the insurance
benefits provided under this Plan. Each Eligible executive must satisfy the requirements for
obtaining insurance and be issued a Policy before he or she shall be covered (or coverage may be
increased) under the Plan. The Eligible Executive shall cooperate with the Company by furnishing
any and all information requested by the Administrator, in order to facilitate the payment of
benefits hereunder, taking such physical examinations as the Administrator may deem necessary and
taking such other actions as may be requested by the Administrator. If the Eligible Executive
refuses to so cooperate, the Company shall have no further obligation to the Eligible Executive
under the Plan. In the event of the Eligible Executive’s suicide during the first two (2) years in
the Plan, or if the Eligible Executive makes any material misstatement of information or
non-disclosure of medical history, then no benefits shall be payable to the Eligible Executive
under the Plan, except that benefits may be payable in a reduced amount in the sole discretion of
the Administrator.



     2.3 Addition or Removal of Participants. The Administrator may, at any time, in its
discretion, designate additional Eligible Executives to participant in the Plan or remove a
Participant or class of Participants from eligibility to participate in the Plan. The
Administrator shall notify the Participant in writing whenever a Participant is no longer eligible
to participate in the Plan, at which time (i) a Class A Participant shall have the right to repay
the Cumulative Company Loan and retain the Policy under the same terms and conditions as if the
Participant had experienced a Termination of Employment under Section 3.6 of this Plan, and (ii) a
Class B Participant shall have the right to purchase the Policy for the net cash surrender value
under the same terms and conditions as if the Participant had experienced a Termination of
Employment under Section 4.6 of this Plan upon receipt of such notice. In the event that a Class A
Participant becomes eligible for the Class B Participant Program, the Company shall purchase the
Class A Participant’s Policy from the Participant for its net cash surrender value in excess of the
Cumulative Company Loan as of the date of conversion and shall thereafter provide benefits to such
Participant through the Class B Participant Program under such terms and conditions as may be
specified in the new Participant Enrollment Form. A Class B Participant shall not be eligible for
conversion to the Class A Participant Program.



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ARTICLE 3

Class A Participant Life Insurance Program




     3.1 Policy. To provide the insurance benefits to Class A Participants under the Plan,
the Participant shall be issued one or more insurance policies covering the life of the Participant
(referred to together herein as the “Policy”). The Class A Participant shall be the owner of the
Policy and shall hold all incidents of ownership therein. However, the Class A Participant shall
execute a Collateral Assignment of the Policy in favor of the Company, securing to the Company, on
a nonrecourse basis, the right to return of its Cumulative Company Loan, and the Class A
Participant’s ownership rights in the Policy shall be subject to the terms of this Plan and the
Collateral Assignment.



     3.2 Premiums. Prior to the earlier of (i) Termination of Employment, other than by
reason of Retirement or Disability, and (ii) the Coverage Maturity Date, the Company shall pay
premiums on the Policy each Plan Year reasonably calculated to provide a death benefit under the
Policy at least equal to the Cumulative Company Loan plus the Target Death Benefit.



     3.3 Imputed Interest. The Company shall include in the Class A Participant’s income
for income tax purposes each year Imputed Interest on the balance of the Cumulative Company Loan to
the Class A Participant under the Plan for such Plan Year.



     3.4 Policy Loans, Withdrawals, or Surrender. The Company shall have the right to
obtain loans or make withdrawals from the Policy of a Class A Participant up to the amount of the
Cumulative Company Loan so long as such loans or withdrawals do not reduce the net cash value in
the Policy below the level required to provide a death benefit under the Policy at least equal to
the remaining Cumulative Company Loan plus the Target Death Benefit. The Class A Participant shall
have the right to obtain loans, make withdrawals or surrender the Policy in connection with a
termination event and after, or for the purposes of, repayment of the Cumulative Company Loan.



     3.5 Death Benefit. In the event of a Class A Participant’s death prior to release of
the Policy and termination of this Plan and the Collateral Assignment, the Company shall be
entitled to receive a portion of the death benefits payable under the Policy equal to the
outstanding Cumulative Company Loan. The balance of the death benefits payable from the Policy (if
any) shall be paid to the Beneficiary designated by the Participant.



     3.6 Termination of Employment. Upon a Class A Participant’s Termination of Employment
other than by reason of Retirement, Disability, or death the Company shall be entitled to the
return of its Cumulative Company Loan. The Company shall withdraw its Cumulative Company Loan from
the Policy and release the Collateral Assignment, and thereafter the Participant shall be the sole
owner of the Policy and shall bear any and all costs of keeping the Policy in force.



     3.7 Retirement. In the event of a Class A Participant’s Retirement, the Participant
shall continue to be eligible to receive benefits under the Plan (subject to Article 5). The
Company shall have the discretion to withdraw its Cumulative Company Loan from the Policy and
release the Collateral Assignment at such time as the Administrator determines in its



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complete and sole discretion that the cash value in the policy is sufficient to maintain the
Target Death Benefit, and thereafter the Participant shall be the sole owner of the Policy and
shall bear any and all costs of keeping the Policy in force.




     3.8 Disability. In the event of a Class A Participant’s Disability prior to the
earlier of the Normal Retirement Date or the Early Retirement Eligibility Date, the Participant
shall continue to be eligible to receive benefits under the Plan until the earlier of the Normal
Retirement Date or the Early Retirement Eligibility Date (subject to Article 5) and thereupon, the
Participant shall have the rights specified in Section 3.7. Notwithstanding the forgoing, if
Disability does not continue until the earlier of the Normal Retirement Date or the Early
Retirement Eligibility Date and the Participant does not return to work with the Company or a
Participating Affiliate, the cessation of Disability shall be treated as a Termination of
Employment under Section 3.6.



     3.9 Assignment. A Class A Participant may assign to one or more individuals or
trustees all or any part of the Participant’s right, title, claim, interest, benefit and any other
incidents of ownership in the Policy under the Plan, provided that such assignment shall be subject
to the terms and conditions of the Plan.



ARTICLE 4

Class B Participant Life Insurance Program




     4.1 Policy. To provide the insurance benefits to a Class B Participant under this
Plan, the Company shall purchase one or more insurance policies covering the life of the Class B
Participant (referred to together herein as the “Policy”). The Company shall be the owner of the
Policy on the life of the Class B Participant and shall hold all incidents of ownership therein.
However, the Company shall take such action as may be necessary to endorse to the Class B
Participant a portion of the death benefit under the Policy to provide the benefits to which the
Class B Participant is entitled under Article 4 of the Plan. Prior to the Participant’s death, the
Coverage Maturity Date or purchase of the Policy by the Participant on termination of this
Agreement, a Class B Participant shall have no right, title or interest in the Policy or any cash
values in the Policy and the Policy shall remain, at all times, part of the general assets of the
Company, subject to the claims of its general creditors.



     4.2 Premiums. Prior to the earlier of (i) Termination of Employment, other than by
reason of Retirement or Disability, and (ii) the Coverage Maturity Date, the Company shall pay
premiums on the Policy each Plan Year reasonably calculated to provide a death benefit under the
Policy at least equal to the Target Death Benefit.



     4.3 Economic Benefit. The Company shall include in the Class B Participant’s income
for income tax purposes each year the Economic Benefit of the life insurance coverage provided to
the Participant under the Plan.



     4.4 Policy Loans, Withdrawals, or Surrender. The Company shall have the right to
obtain loans or make withdrawals from the Policy on the life of a Class B Participant or to
surrender or exchange the Policy at all times prior to the Class B Participant’s death, the



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Coverage Maturity Date or purchase of the Policy by the Participant on termination of this
Agreement.




     4.5 Death Benefit. In the event of a Class B Participant’s death prior to termination
of the Participant’s participation in the Plan, the designated beneficiary of a Class B Participant
shall be entitled to receive an amount equal to the Target Death Benefit. The balance of the death
benefits payable from the Policy (if any) shall be paid to the Company.



     4.6 Termination of Employment. Upon a Class B Participant’s Termination of
Employment, other than be reason of Retirement, Disability or death, the Class B Participant’s
right to benefits under the Plan shall cease as of the date of such Termination of Employment and
the Company shall continue as the sole owner of the Policy. The Class B Participant shall have the
right to purchase the Policy from the Company for an amount equal to the net cash surrender value
of the Policy or such other amount as may be reasonably agreed to by the parties.



     4.7 Retirement. In the event of a Class B Participant’s Retirement prior to the
Coverage Maturity Date, coverage under this Plan shall continue (subject to Article 5) until the
Coverage Maturity Date. Upon the Coverage Maturity Date, if the Participant is still in the employ
of the Company or has experienced a Termination of Employment by reason of Retirement or Disability
(as provided in Section 4.8), the Company shall withdraw its Cumulative Company Contribution from
the Policy and transfer the Policy to the Participant. Thereafter the Participant shall be the
sole owner of the Policy and shall bear any and all costs of keeping the Policy in force. Prior to
such transfer, the Company shall be the sole owner of the Policy which shall be part of the
Company’s general unsecured assets subject to the claims of general creditors as provided in
Section 4.1.



     4.8 Disability. In the event of a Class B Participant’s Disability prior to the
earlier of the Normal Retirement Date or the Early Retirement Eligibility Date, the Participant
shall continue to be eligible to receive benefits under the Plan (subject to Article 5) until the
earlier of the Normal Retirement Date or the Early Retirement Eligibility Date and thereupon, the
Participant shall have the rights specified in Section 4.7. Notwithstanding the forgoing, if
Disability does not continue until the Normal Retirement Date or the Early Retirement Eligibility
Date and the Participant does not return to work with the Company or a Participating Affiliate, the
cessation of Disability shall be treated as a Termination of Employment under Section 4.6.



     4.9 Assignment. A Class B Participant shall not assign all or any part of the
Participant’s right, title, claim, interest or benefit under the Plan except under circumstances
where such transfer is ignored for tax purposes and complies with all applicable laws without the
acceleration of income taxes or the imposition of excise taxes.



ARTICLE 5

Amendment and Termination of Plan




     5.1 Amendment or Termination of Plan. The Company may, at any time, direct the
Administrator to amend or terminate the Plan and/or demand repayment of the Cumulative Company Loan
from any Class A Participant, except that any amendment or termination of the Plan which would
reduce the rights of a Participant under the Plan or the Policy without the



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written consent of the Participant shall be treated, solely for the purpose of this Plan, as a
Termination of Employment other than by reason of Retirement, Disability or death and the
Participant shall have the rights specified in Sections 3.6 and 4.6 as applicable under the same
terms and conditions as if the Participant had experienced a Termination of Employment as of the
date of such Plan termination. The Company shall not, with or without the written consent of the
Participant, terminate or amend the Plan in any manner which would violate the provisions of IRC
Section 409A, or any other applicable laws.




ARTICLE 6

Beneficiaries




     6.1 Beneficiary Designation. The Participant shall have the right, at any time, to
designate any person or persons as Beneficiary (both primary and contingent) to whom payment under
the Plan shall be made in the event of the Participant’s death. The Beneficiary designation shall
be effective when it is submitted in writing to and acknowledged by the Administrator during the
Participant’s lifetime on a form prescribed by the Administrator.



     6.2 Revision of Designation. The submission of a new Beneficiary designation shall
cancel all prior Beneficiary designations. Unless the Participant has made an irrevocable
designation or assignment, any finalized divorce or marriage (other than a common law marriage) of
a Participant subsequent to the date of a Beneficiary designation shall revoke such Executive’s
Beneficiary designation, unless in the case of divorce, the previous spouse was not designated as
Beneficiary and unless in the case of marriage, the new spouse has previously been designated as
Beneficiary.



     6.3 Absence of Valid Designation. If the Participant fails to designate a Beneficiary
as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise
without execution of a new designation, or if every person designated as Beneficiary dies prior to
complete distribution of the Policy proceeds, then the Administrator shall direct the distribution
of such benefits to the Participant’s estate or, in the case of assignment, to the assignee.



ARTICLE 7

Administration/Claims Procedures




     7.1 Administration. The Plan will be administered by the Administrator, which shall
have the exclusive right and full discretion (i) to interpret the Plan, (ii) to decide any and all
matters arising hereunder (including the right to remedy possible ambiguities, inconsistencies, or
admissions), (iii) to delegate responsibility to agents or service providers, (iv) to make, amend
and rescind such rules as it deems necessary for the proper administration of the Plan and (v) to
make all other determinations necessary or advisable for the administration of the Plan, including
determinations regarding eligibility for benefits payable under the Plan. All interpretations of
the Administrator with respect to any matter hereunder shall be final, conclusive and binding on
all persons affected thereby. No member of the Administrator shall be liable for any
determination, decision, or action made in good faith with respect to the Plan. The Company will
indemnify and hold harmless the members of the Administrator from and against any and all
liabilities, costs, and expenses incurred by such persons as a result of any act, or omission, in
connection



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with the performance of such persons’ duties, responsibilities, and obligations under the
Plan, other than such liabilities, costs, and expenses as may result from the bad faith, willful
misconduct, or criminal acts of such persons.




     7.2 Notice of Right to Claim Benefits. The Administrator shall be the “named
fiduciary” and the Administrator or its appointed agent shall notify the Participant and, where
appropriate, the Beneficiary, of a right to claim benefits under the Plan, shall make forms
available for filing of such claims, and shall provide the name of the person or persons with whom
such claim should be filed.



     7.3 Claims Procedures. Any Participant, former Participant or Beneficiary may file a
written claim with the Administrative Committee setting forth the nature of the benefit claimed,
the amount thereof, and the basis for claiming entitlement to such benefit. The Administrative
Committee shall determine the validity of the claim and communicate a decision to the claimant
promptly and, in any event, not later than ninety (90) days after receipt of the claim by the
Administrative Committee. The claim may be deemed by the claimant to have been approved in the
event a decision is not furnished to the claimant within such ninety (90) day period. If
additional information is necessary to make a determination on a claim, the claimant shall be
advised of the need for such additional information within forty-five (45) days after the date of
the claim. The claimant shall have up to one hundred eighty (180) days to supplement the claim
information, and the claimant shall be advised of the decision on the claim within forty-five (45)
days after the earlier of the date the supplemental information is supplied or the end of the one
hundred eighty (180) day period. Every claim for benefits which is denied shall be denied by
written notice setting forth in a manner calculated to be understood by the claimant (i) the
specific reason or reasons for the denial, (ii) specific reference to any provisions of the Plan
(including any internal rules, guidelines, protocols, criteria, etc.) on which the denial is based,
(iii) description of any additional material or information that is necessary to process the claim,
and (iv) an explanation of the procedure for further reviewing the denial of the claim (including
applicable time limits and a statement of the claimant’s right submit the claim to binding
arbitration following an adverse determination on review).



     7.4 Review Procedures. Within sixty (60) days after the receipt of a denial on a
claim, a claimant or his/her authorized representative may file a written request for review of
such denial. Such review shall be undertaken by the Administrative Committee and shall be a full
and fair review. The claimant shall have the right to review all pertinent documents. The
Administrative Committee shall issue a decision not later than sixty (60) days after the receipt of
a request for review from a claimant unless special circumstances, such as the need to hold a
hearing, require a longer period of time, in which case a decision shall be rendered as soon as
possible but not later than one hundred twenty (120) days after the receipt of the claimant’s
request for review. The decision on review shall be in writing and shall include specific reasons
for the decision written in a manner calculated to be understood by the claimant with specific
reference to any provisions of the Plan on which the decision is based.



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ARTICLE 8

Miscellaneous




     8.1 Successors of the Company. The rights and obligations of the Company and any
Participating Affiliate under the Plan shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company or such Participating Affiliate.



     8.2 Adoption by Participating Affiliates. The Administrator may authorize any
subsidiary or affiliate of the Company to adopt the Plan and become a Participating Affiliate. In
order to become a Participating Affiliate, such entity shall deliver to the Administrator a
corporate resolution evidencing adoption of the Plan by the Board of Directors of the Participating
Affiliate. Each Participating Affiliate, by adopting the Plan agrees to comply with any
requirements of the Administrator with respect to administration of the plan and authorizes the
Administrator and/or The Sherwin-Williams Company to act as its agent in all transactions in which
the Administrator believes such agency will facilitate administration of the Plan including
amendment or termination of the Plan. A Participating Affiliate may independently terminate its
participation in the Plan under the same terms and conditions provided in Article 5.



     8.3 Tax Liability and Withholding. The Participant shall make appropriate
arrangements with the Administrator for satisfaction of any federal, state or local income tax
withholding requirements and Social Security or other employee tax requirements applicable to the
provision or payment of benefits under the Plan. If no other arrangements are made, the
Administrator may provide, at its discretion, for such withholding and tax payments as may be
required through the reduction of other amounts payable to the Participant.



     8.4 Employment Not Guaranteed. Nothing contained in the Plan nor any action taken
hereunder shall be construed as a contract of employment or as giving any Participant any right to
continued employment with the Company or any Participating Affiliate.



     8.5 Gender, Singular and Plural. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may
require. As the context may require, the singular may be read as the plural and the plural as the
singular.



     8.6 Captions. The captions of the articles and paragraphs of the Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.



     8.7 Validity. In the event any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other
provisions of the Plan.



     8.8 Waiver of Breach. The waiver by the Company of any breach of any provision of the
Plan shall not operate or be construed as a waiver of any subsequent breach by the Participant.



     8.9 Notice. Any notice or filing required or permitted to be given to the Company or
the Participant under this Agreement shall be sufficient if in writing and hand-delivered, or sent



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by registered or certified mail, in the case of the Company or a Participating Affiliate, to
the principal office of the Company, directed to the attention of the Administrator, and in the
case of the Participant, to the last known address of the Participant indicated on the employment
records of the Company. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt for registration or
certification.




     8.10 Notice to Insurance Company. The Administrator shall be responsible for
notifying the life insurance company which issues the Policy of any changes in the ownership rights
and interests of the Participant and the Company and of any changes in the Beneficiary to receive
death benefits under the Policy, and the life insurance company shall be entitled to rely upon such
notification received from the Administrator.



     8.11 ERISA Plan. The Plan is intended to qualify as a welfare benefit plan covered by
Title I of ERISA. To the extent any part of the Plan is determined to constitute pension or
deferred compensation benefits, such benefits shall at all times remain unfunded, unsecured
benefits maintained primarily for a select group of “management or highly compensated employees”
within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3
and 4 of Title I of ERISA.



     8.12 Applicable Law. In the event any provision of, or legal issue relating to, this
Plan is not fully preempted by ERISA, such issue or provision shall be governed by the laws of the
State of Ohio.



     8.13 Arbitration. Any claim, dispute or other matter in question of any kind relating
to this Plan which is not resolved by the claims procedures hereunder shall be settled by
arbitration in accordance with the applicable Employment Dispute Resolution Rules of the American
Arbitration Association in the state of Ohio. Notice of demand for arbitration shall be made in
writing to the opposing party and to the American Arbitration Association within a reasonable time
after the claim, dispute or other matter in question has arisen. In no event shall a demand for
arbitration be made after the date when the applicable statute of limitations would bar the
institution of a legal or equitable proceeding based on such claim, dispute or other matter in
question. The decision of the arbitrators shall be final and may be enforced in any court of
competent jurisdiction. The arbitrators may award reasonable fees and expenses to the prevailing
party in any dispute hereunder and shall award reasonable fees and expenses in the event that the
arbitrators find that the losing party acted in bad faith or with intent to harass, hinder or delay
the prevailing party in the exercise of its rights in connection with the matter under dispute.



          IN WITNESS WHEREOF, the Company has caused this Plan to be executed this 10th day of December,
2008.



	 	 	 	 	 
	 	THE SHERWIN-WILLIAMS COMPANY


 	 
	 	By:  	/s/ Thomas E. Hopkins
 	 
	 	 	Its:  Senior Vice President — Human Resources 	 
	 	 	 	 



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SCHEDULE A




TARGET DEATH BENEFIT



	 	 	 	 	 
	SWMIP Level	 	Pre-Retirement	 	Post Retirement
	 
	I

	 	1.5 X Base Salary
	 	0.75 X Base Salary
	II

	 	3.0 X Base Salary
	 	1.75 X Base Salary
	III

	 	3.5 X Base Salary
	 	2.0 X Base Salary
	IV

	 	4.0 X Base Salary
	 	2.5 X Base Salary
	V

	 	4.0 X Base Salary
	 	2.5 X Base Salary







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