exv10wg






Exhibit 10(g)




THE SHERWIN-WILLIAMS COMPANY 2005

KEY MANAGEMENT DEFERRED COMPENSATION PLAN

(AS AMENDED AND RESTATED)




     The Sherwin-Williams Company, an Ohio corporation (the “Company”), established this 2005 Key
Management Deferred Compensation Plan (the “Plan”), effective as of January 1, 2005, for the
purpose of attracting high quality executives and promoting in its key executives increased
efficiency and an interest in the successful operation of the Company. The Plan is intended to
offer a select group of management or highly compensated employees the ability to defer
compensation in excess of compensation available to be deferred under other qualified and
nonqualified plans sponsored by the Company. 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.



ARTICLE 1




Definitions



          1.1
Account shall mean the account or accounts established for a particular Participant
pursuant to Article 3 of the Plan.




          1.2
Administration Committee shall have the meaning given to such term under the Qualified
Plan.




          1.3
Affiliated Group shall mean the Company and all entities with which the Company would be
considered a single employer under Sections 414(b) and 414(c) of the Code, provided that in
applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled
group of corporations under Section 414(b) of the Code, the language “at least 50 percent” is used
instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and (3) of the
Code, and in applying Treasury Regulation § 1.414(c)-2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common control for purposes of Section
414(c) of the Code, “at least 50 percent” is used instead of “at least 80 percent” each place it
appears in that regulation. Such term shall be interpreted in a manner consistent with the
definition of “service recipient” contained in Section 409A of the Code.




          1.4
Base Salary shall mean the Participant’s annual base salary excluding incentive and
discretionary bonuses and other non-regular forms of compensation, after reductions for Social
Security and Medicare taxes and contributions to or deferrals under any pension, deferred
compensation or other benefit plans sponsored by the Company.




          1.5 Beneficiary shall mean the person(s) or entity designated as such in accordance with
Article 11 of the Plan.




          1.6 Bonus shall mean amounts paid to the Participant by the Company annually in the form of a
discretionary or incentive compensation or any other bonus designated by the Administration
Committee after reductions for contributions to or deferrals under any pension, deferred
compensation or benefit plans sponsored by the Company.




          1.7 Code shall mean the Internal Revenue Code of 1986, as amended.




          1.8 Company shall mean The Sherwin-Williams Company.





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          1.9
Crediting Rate shall mean the notional gains and losses credited on the Participant’s
Account balance which are based on the Participant’s choice among the investment alternatives made
available by the Administration Committee pursuant to Article 3 of the Plan.




          1.10 Disability shall mean the condition whereby a Participant (a) 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 12 months; or (b) is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a period of not less
than three months under any accident and health plan covering employees of the Company.




          1.11 Eligible Executive shall mean an employee of the Company, its subsidiaries or affiliates
eligible to participate in The Sherwin-Williams Company Management Incentive Plan, or such other
management employee, as may be designated by the Administration Committee to be eligible to
participate in the Plan.




          1.12 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.




          1.13 Financial Hardship shall mean a severe financial hardship resulting from the
Participant’s or the Participant’s dependent’s (as defined in Section 152(a) of the Code) sudden
and unexpected illness or accident, the Participant’s sudden and unexpected property casualty loss,
or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant, which is not covered by insurance and may not be relieved by
cessation of Plan deferrals or by the liquidation of the Participant’s assets provided that such
liquidation would not cause a severe Financial Hardship, and which is determined to qualify as a
Financial Hardship by the Administration Committee. Cash needs arising from foreseeable events
such as the purchase of a residence or education expenses for children shall not, alone, be
considered a Financial Hardship.




          1.14 Participant shall mean an Eligible Executive who has elected to participate and has
completed a Participant Election Form pursuant to Article 2 of the Plan.




          1.15 Participant Election Form shall mean the agreement in a form acceptable to the
Administration Committee, to make a deferral submitted by the Participant to the Administration
Committee on a timely basis pursuant to Article 2 of the Plan. The Participant Election Form may
take the form of an electronic communication followed by appropriate written confirmation from the
Administration Committee according to specifications established by the Administration Committee.




          1.16 Plan Year shall mean the calendar year.




          1.17 Qualified Plan shall mean the The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, as amended from time to time, or any successor plan.




          1.18 Retirement shall mean Termination of Employment on or after the Retirement Eligibility
Date, other than as a result of the Participant’s death.




          1.19 Retirement Eligibility Date shall mean the date on which the Participant attains age
fifty-five (55).




          1.20 Scheduled Withdrawal shall mean the distribution elected by the Participant pursuant to
Article 7 of the Plan.







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          1.21 Settlement Date shall mean the date by which a lump sum payment shall be made or the date
by which installment payments shall commence. The Settlement Date shall be no later than ninety
(90) days following the occurrence of the event triggering the payout; provided, however, that if
the event triggering the payout is the Participant’s Retirement, the Settlement Date shall be the
last day of January of the Plan Year following the year in which the Participant’s Retirement
occurs. Notwithstanding the foregoing, with respect to any Participant who is a Specified
Employee, to the extent required by Section 409A of the Code, the Settlement Date shall be the
first business day which is no less than six (6) months from the Participant’s Termination of
Employment.




          1.22
Specified Employee shall mean a Participant who is a “Key Employee” as determined by the
Company pursuant to Section 416 of the Code and Treasury Regulation § 1.409A-1(i).




          1.23 Termination of Employment shall mean the date of the Participant’s separation from
service (within the meaning of Treasury Regulation § 1.409A-1(h)) with the Affiliated Group for any
reason whatsoever, whether voluntary or involuntary, including as a result of the Participant’s
Retirement or death. Upon a sale or other disposition of the assets of the Company or any other
member of the Affiliated Group to an unrelated purchaser, the Company reserves the right, to the
extent permitted by Section 409A of the Code, to determine whether Participants providing services
to the purchaser after and in connection with such transaction have experienced a Termination of
Employment.




          1.24 Valuation Date shall mean the date through which earnings are credited and shall, if a
business day, be the date on which the payout or other event triggering the valuation occurs; or if
not a business day, the next succeeding business day.




ARTICLE 2

Participation




     2.1 Elective Deferral. An Eligible Executive may elect, in accordance with Section
2.2 below, to defer any whole percentage up to one hundred percent (100%) of Base Salary and/or
Bonus earned by the Eligible Executive during any Plan Year. Pursuant to such rules as the
Administration Committee may establish at the beginning of any enrollment period described in
Section 2.2 below, the Administration Committee may further limit the minimum or maximum amount
deferred by any Participant or group of Participants, or waive the foregoing limits for any
Participant or group of Participants, for any Plan Year. If a Participant ceases to meet the
eligibility requirements, the Participant shall continue as an inactive Participant in the Plan but
shall no longer be eligible to make further deferrals under the Plan.



     2.2 Participant Election Form. In order to make a deferral, an Eligible Executive
must submit a Participant Election Form to the Administration Committee during the enrollment
period established by the Administration Committee ending prior to the Plan Year in which the Base
Salary or Bonus will be earned, except that, with respect to elections for the deferral of Bonuses
which the Administration Committee determines constitute “performance-based compensation” within
the meaning of Treasury Regulation § 1.409A-1(e), the Administration Committee may permit
Participants to submit Participant Election Forms during an enrollment period ending no later than
six (6) months prior to the end of the period in which the Bonus will be earned. Any deferral
election shall be irrevocable as of the last day of the applicable enrollment period, or upon such
earlier date as may be specified by the Administration Committee. A Participant’s initial
Participant Election Form shall specify the form of payment of the Participant’s Retirement Account
(lump sum or installments over a specified period of not more than fifteen (15) years), and in the
event that a Participant fails to make such a specification on the initial Participant Election
Form, the form of payment of the Participant’s Retirement Account shall be single lump sum. The
Participant shall be required to submit a new Participant Election Form each year in order to make
additional deferrals in such subsequent Plan Years. An Election Form to change deferral elections
shall be considered timely if submitted during a period prescribed by the Administration Committee
and, in the case of a



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change to the timing or form of distribution, such Election Form must be submitted at least twelve
(12) months prior to the intended effective date of such change, and the change in the distribution
date must, to the extent required by Section 409A of the Code, defer payment for at least an
additional five (5) years.




ARTICLE 3




Accounts



     3.1 Participant Accounts. Solely for recordkeeping purposes, separate Accounts shall
be maintained for each Participant. One Retirement Account and Scheduled Withdrawal Accounts, in
a number appropriate to the Participant’s elections to make Scheduled Withdrawals, shall be
maintained for the Participant and credited with the Participant’s deferrals directed by the
Participant to each Account at the time such amounts would otherwise have been paid to the
Participant. Accounts shall be deemed to be credited with notional gains or losses as provided in
Section 3.2 from the date amounts are credited to the Account through the Valuation Date. Amounts
credited to a Participant’s Account shall be fully vested at all times.



     3.2 Crediting Rate. The Crediting Rate on amounts in a Participant’s Account shall be
based on the Participant’s choice among the investment alternatives made available from time to
time by the Administration Committee. The Administration Committee shall establish a procedure by
which a Participant may elect to have the Crediting Rate based on one or more investment
alternatives and by which the Participant may change investment elections at least quarterly. The
Participant’s Account balance shall reflect the investments selected by the Participant. If an
investment selected by a Participant sustains a loss, the Participant’s Account shall be reduced to
reflect such loss. The Participant’s choice among investments shall be solely for purposes of
calculation of the Crediting Rate. If the Participant fails to elect an investment alternative the
Crediting Rate shall be based on the investment alternative selected for this purpose by the
Administration Committee. The Company shall have no obligation to set aside or invest funds as
directed by the Participant and, if the Company elects to invest funds as directed by the
Participant, the Participant shall have no more right to such investments than any other unsecured
general creditor of the Company. During payout, the Participant’s Account shall continue to be
credited at the Crediting Rate selected by the Participant from among the investment alternatives
or rates made available by the Administration Committee for such purpose.



     3.3 Statement of Accounts. The Administration Committee shall provide each
Participant with statements at least annually setting forth the Participant’s Account balance as of
the end of each Plan Year.



ARTICLE 4




Benefits



     4.1 Retirement Benefits. In the event of the Participant’s Retirement, the
Participant shall be entitled to receive an amount equal to the total balance of the Participant’s
Accounts credited with notional earnings as provided in Article 3 through the Valuation Date. The
benefits shall be paid in a single lump sum on the Settlement Date following Retirement unless the
Participant makes a timely election to have the benefits paid in substantially level annual
installments over a specified period of not more than fifteen (15) years. Except as otherwise
provided herein, payment shall be made or commence on the Settlement Date following Retirement. If
benefits are payable in the form of annual installments pursuant to this Section 4.1, annual
payments will be made commencing on the Settlement Date following Retirement 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 Participant’s Account balance, 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. An Election Form to change the form of benefit payout shall



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be considered timely if submitted during a period prescribed by the Administration Committee,
which period cannot be less than twelve (12) months prior to the intended effective date of such
change. Any change in the distribution date must defer payment, or commencement of payment, for at
least an additional five (5) years.




     4.2 Termination Benefit. Upon Termination of Employment other than by reason of
Retirement or death, the Company shall pay to the Participant a termination benefit equal to the
balance on Termination of Employment of the Participant’s Accounts credited with notional earnings
as provided in Article 3 through the Valuation Date. The termination benefits shall be paid in a
single lump sum on the Settlement Date following Termination of Employment.



     4.3 Cash-Out Limit. Notwithstanding the foregoing, in the event the sum of all
benefits payable to the Participant under the Plan and any other plan or arrangement that is
aggregated with the Plan pursuant to Treasury Regulation § 1.409A-1(c) is less than or equal to the
applicable dollar amount then in effect under section 402(g)(1)(B) of the Code, the Company may, in
its sole discretion, elect to pay such benefits in a single lump sum as provided in Treasury
Regulation § 1.409A-3(j)(4)(v).



ARTICLE 5




Death Benefits



     5.1 Death Benefit. In the event of Termination of Employment as a result of the
Participant’s death, the Company shall pay to the Participant’s Beneficiary a death benefit equal
to the total balance of the Participant’s Accounts as of the date of the Participant’s death
credited with notional earnings as provided in Article 3 through the Valuation Date. The death
benefit shall be paid in the same form (lump sum or installments) as the Participant’s Retirement
benefit would have been paid under Section 4.1 and such payment shall be made or commence on the
Settlement Date following the Participant’s death, without regard to any 5-year deferral that may
have been applicable to benefits that would have been paid under Section 4.1.



     5.2 Cash-Out Limit. Notwithstanding the foregoing, in the event the sum of all
benefits payable to a Beneficiary under the Plan and any other plan or arrangement that is
aggregated with the Plan pursuant to Treasury Regulation § 1.409A-1(c) is less than or equal to the
applicable dollar amount then in effect under section 402(g)(1)(B) of the Code, the Company may, in
its sole discretion, elect to pay such benefits in a single lump sum as provided in Treasury
Regulation § 1.409A-3(j)(4)(v).



ARTICLE 6




Disability


In the event of a Participant’s Disability, deferral elections shall cease and the Company shall
pay to the Participant a Disability benefit equal to the balance of the Participant’s Accounts
credited with notional earnings as provided in Article 3 through the Valuation Date. The
Disability benefit shall be paid in the same form (lump sum or installments) as the Participant’s
Retirement benefit would have been paid under Section 4.1 and such payment shall be made or
commence on the Settlement Date following the Participant’s Disability, without regard to any
5-year deferral that may have been applicable to benefits that would have been paid under Section
4.1.







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ARTICLE 7




Scheduled Withdrawal



     7.1 Election. The Participant may make an irrevocable election on the Participant
Election Form at the time of making a deferral to take a Scheduled Withdrawal from the Account
established by the Participant for such purpose, including any earnings credited thereon. The
Participant may elect to receive the Scheduled Withdrawal in any Plan Year on or after the fourth
Plan Year following the enrollment period in which such Scheduled Withdrawal is elected. The
Participant may irrevocably elect to make additional deferrals into such Scheduled Withdrawal
Account in subsequent Participant Election Forms but may not elect another Scheduled Withdrawal
date for such Account until all of the amounts in the original Scheduled Withdrawal Account have
been paid out.



     7.2 Maximum Scheduled Withdrawal. The Participant shall be entitled to elect a
Scheduled Withdrawal of up to one hundred percent (100%) of the amount of the relevant deferral
credited with notional interest as provided in Article 3 through the Valuation Date.



     7.3 Timing of Scheduled Withdrawal. The Scheduled Withdrawal shall be paid by the
Company to the Participant in a single lump sum during the month of January of the Plan Year
elected by the Participant in the Participant Election Form unless preceded by Termination of
Employment or Disability. In the event of Termination of Employment prior to January 1 of the Plan
Year elected for the Scheduled Withdrawal, the Scheduled Withdrawal shall be paid in the form
provided in Article 4 or Article 5 of the Plan, as applicable. In the event of the Participant’s
Disability prior to January 1 of the Plan Year elected for the Scheduled Withdrawal, the Scheduled
Withdrawal shall be paid as provided in Article 6 of the Plan.



ARTICLE 8




Financial Hardship Distribution


Upon a finding that the Participant (or, after the Participant’s death, a Beneficiary) has suffered
a Financial Hardship, the Administration Committee may in its sole discretion, accelerate
distributions of benefits, in whole or in part, or approve reduction or cessation of current
deferrals under the Plan in the amount reasonably necessary to alleviate such Financial Hardship.




ARTICLE 9




Amendment and Termination of Plan



     9.1 Amendment and Termination in General. The Company may, at any time, amend or
terminate the Plan, except that (i) no such amendment or termination may reduce a Participant’s
Account balance, and (ii) no such amendment or termination 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.



     9.2 Payment of Accounts Following Termination. In the event that the Plan is
terminated, a Participant’s Accounts 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 Company, by action taken by its Board of Directors or
its designee, may terminate the Plan and accelerate the payment of Participants’ Accounts subject
to the following conditions:



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          (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 Accounts
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 or its designee
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 or its designee 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 9.2(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 or its designee irrevocably
approves the termination and liquidation of the Plan.




          (ii) Change of Control. The termination occurs pursuant to an irrevocable action of
the Board of Directors or its designee that is taken within the thirty (30) days preceding or the
twelve (12) months following a Change of Control (as defined in Article 12), 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 Accounts 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 or its designee 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 Accounts 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.



Notwithstanding anything contained in this Section 9.2 to the contrary, in no event may a payment
be accelerated following a Specified Employee’s Termination of Employment to a date that is prior
to the first Business Day which is no less than six (6) months following the Specified Employee’s
Termination of Employment (or if earlier, upon the Specified Employee’s death).



The provisions of paragraphs (i), (ii), (iii) and (iv) of this Section 9.2 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 9.2 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.







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ARTICLE 10




Beneficiaries



     10.1 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 Administration Committee
during the Participant’s lifetime on a form prescribed by the Administration Committee.



     10.2 Revision of Designation. The submission of a new Beneficiary designation shall
cancel all prior Beneficiary designations. 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 designation, unless in the case of divorce the previous spouse was not designated as
Beneficiary and unless in the case of marriage the Participant’s new spouse has previously been
designated as Beneficiary.



     10.3 Successor Beneficiary. If the primary Beneficiary dies prior to complete
distribution of the benefits provided in Article 5, the remaining Account balance shall be paid to
the contingent Beneficiary elected by the Participant.



     10.4 Absence of Valid Designation. If a 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 predeceases
the Participant or dies prior to complete distribution of the Participant’s benefits, then the
Administration Committee shall direct the distribution of such benefits to the relevant estate.



ARTICLE 11




Administration/Claims Procedures



     11.1 Administration. The Plan shall be administered by the Administration Committee,
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 make, amend and rescind such rules as it deems necessary
for the proper administration of the Plan and (iv) 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 Administration Committee with respect
to any matter hereunder shall be final, conclusive and binding on all persons affected thereby. No
member of the Administration Committee 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 Administration Committee from and against any and all liabilities, costs, and
expenses incurred by such persons as a result of any act, or omission, in connection 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.



     11.2 Claims Procedure. Any Participant, former Participant or Beneficiary may file a
written claim with the Administration Committee setting forth the nature of the benefit claimed,
the amount thereof, and the basis for claiming entitlement to such benefit. The Administration
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 the date of the claim. The claim
may be deemed by the claimant to have been denied for purposes of further review described below 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



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shall have up to one hundred and 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 and 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.




     11.3 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 Administration Committee and shall be a full
and fair review. The claimant shall have the right to review all pertinent documents. The
Administration Committee shall issue a decision not later than sixty (60) days after 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 and twenty (120) days after 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.



ARTICLE 12




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; provided, however, that with respect to any
Participant who is a Specified Employee and who Terminated Employment prior to the Change of
Control, to the extent required by Section 409A of the Code, such payment shall be made on the
first business day which is no less than six (6) months from the Participant’s Termination of
Employment. For purposes of this Plan, a Change of Control shall be deemed to occur on the date of
any of the following events:




          (i) 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.




          (ii) 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






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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 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.




          (iii) 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.




          (iv) 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 (a) a shareholder of the Company (immediately before the asset transfer) in exchange
for or with respect to its stock, (b) an entity 50% or more of the total value or voting power of
which is owned, directly or indirectly, by the Company, (c) 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 (d) 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 (c) of this sentence.



Notwithstanding the foregoing, an acquisition of stock of the Company described in (i) or (ii)
above shall not be deemed to be a Change of Control by virtue of any of the following situations:
(a) an acquisition by the Company; (b) 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 (c) 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.




ARTICLE 13




Conditions Related to Benefits



     13.1 Nonassignability. No amount payable to a Participant or Beneficiary under the
Plan will be subject in any manner to anticipation, alienation, attachment, garnishment, sale,
transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or
any other legal or equitable process by a Participant or Beneficiary, and any attempt to do so will
be void; nor will any benefit be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled thereto. However, (i) the withholding of
taxes from Plan benefit payments, or (ii) the direct deposit of benefit payments to an account in a
banking institution (if not actually part of an arrangement constituting an assignment or
alienation) shall not be construed as an assignment or alienation.



     13.2 No Right to Company Assets. The benefits paid under the Plan shall be paid from
the general funds of the Company, and the Participant and any Beneficiary shall be no more than
unsecured general creditors



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of the Company with no special or prior right to any assets of the
Company for payment of any obligations hereunder and the Plan constitutes a mere promise by the
Company to make benefit payments in the future.




     13.3 Protective Provisions. The Participant shall cooperate with the Company by
furnishing any and all information requested by the Administration Committee, in order to
facilitate the payment of benefits hereunder, and taking such other actions as may be requested by
the Administration Committee. If the Participant refuses to so cooperate, the Company shall have
no further obligation to the Participant under the Plan.



     13.4 Section 16b Eligible Executives. In the event any Eligible Executive subject to
Rule 16b issued under the Securities Exchange Act of 1934 (or any successor rule to the same
effect) has, at any time, a Crediting Rate based upon an investment alternative consisting of or
the value of which is determined based upon the value of the Company’s common stock or any security
into which such common stock may be changed by reason of: (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the Company;
(b) any merger, consolidation, separation, reorganization or partial or complete liquidation; or
(c) any other corporate transaction or event having an effect similar to the foregoing, unless the
transaction is otherwise exempt under Rule 16b-3, no transaction with respect to the portion of the
Participant’s Account attributable to such investment alternative shall be permitted pursuant to
this Plan until a date which is not less than six (6) months and one (1) day from the date on which
the investment alternative was selected or transferred within the Participant’s Account.



     13.5 Withholding. The Participant shall make appropriate arrangements with the
Company for satisfaction of any federal, state or local income tax withholding requirements and
Social Security, Medicare or other employee tax requirements applicable to benefits under the Plan.
If the Participant elects to defer one hundred percent (100%) of Base Salary, such deferral shall
be net of the amount of any Social Security taxes payable by the Participant as a result of
compensation received from the Company for such Plan Year. If no other arrangements are made, the
Company may provide, at its discretion, for such withholding and tax payments as may be required,
including, without limitation, by the reduction of other amounts payable to the Participant.



     13.6 Assumptions and Methodology. The Administration Committee shall establish the
actuarial assumptions and method of calculation used in determining the present or future value of
benefits, earnings, payments, fees, expenses or any other amounts required to be calculated under
the terms of the Plan. Such assumptions and methodology shall be outlined in detail in procedures
established by the Administration Committee and made available to Participants and may be changed
from time to time by the Administration Committee.



     13.7 Trust. The Company shall be responsible for the payment of all benefits under
the Plan. At its discretion, the Company may establish one or more grantor trusts for the purpose
of providing for payment of benefits under the Plan; provided, however, that no such trust shall
be funded if the funding thereof would result in taxable income to a Participant (i) due to the
assets of such a trust being located or transferred outside of the United States; (ii) due to the
assets of such a 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 such a 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. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s
creditors. Benefits paid to the Participant from any such trust or trusts shall be considered paid
by the Company for purposes of meeting the obligations of the Company under the Plan. Neither the
establishment of the Plan or Trust or any modification thereof, or the creation of any fund or
account, or the payment of any benefits shall be construed as giving to any Participant or other
person any legal or equitable right against the Company or any officer or employee thereof, except
as provided by law or by any Plan provision. The amounts in the Accounts shall remain the sole
property of the Company unless and until required to be distributed in accordance with the
provisions of the Plan, and shall not



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constitute a trust or be deemed to be held in trust for the
benefit of any Participant or Beneficiary hereunder or their personal representative. The Company
does not in any way guarantee the trust or any Participant’s benefit from loss or depreciation. In
no event shall the Company’s employees, officers, directors or stockholders be liable to any person
on account of any claim arising by reason of the provisions of the Plan or of any instrument or
instruments implementing its provisions, or for the failure of any Participant, Beneficiary or
other person to be entitled to any particular tax consequences with respect to the Plan, the
trust(s) or any contribution thereto or distribution therefrom.




ARTICLE 14




Miscellaneous



     14.1 Successors of the Company. The rights and obligations of the Company under the
Plan shall inure to the benefit of, and shall be binding upon, the successors and assigns of the
Company.



     14.2 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.



     14.3 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.



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



     14.5 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.



     14.6 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 that Participant
or any other Participant.



     14.7 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
by first class mail, in the case of the Company, to the principal office of the Company, directed
to the attention of the Administration Committee, 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. Notices to the Company may
be permitted by electronic communication according to specifications established by the
Administration Committee.



     14.8 Errors in Benefit Statement. In the event an error is made in a benefit
statement, such error shall be corrected on the next benefit statement following the date such
error is discovered.



     14.9 ERISA Plan. The Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits 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.



     14.10 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.



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     14.11 Effect of Legislative or Regulatory Changes. Notwithstanding anything in this
Plan to the contrary, in the event of the enactment of any legislation or regulations which, in the
sole discretion of the Company, have an unfavorable impact on the Company and/or Participants, the
Company shall have the unilateral right to amend the Plan in whatever manner it deems appropriate to mitigate the effects of
such legislation or regulations, without the necessity of obtaining further Board approval.



     14.12 Section 409A of the Code.



          (i) In General. 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.




          (ii) 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.




               (a) 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).



               (b) 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).



               (c) Employment 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 pay the Federal Insurance
Contributions Act (FICA) tax imposed under Sections 3101, 3121(a), and 3121(v)(2) of the Code, or
the Railroad Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and
3231(e)(8) of the Code, where applicable, on compensation deferred under the Plan (the FICA or RRTA
amount). Additionally, the Administration Committee may, in its sole discretion, provide for the
acceleration of the time or schedule of a payment, to pay the income tax at source on wages imposed
under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or
foreign tax laws as a result of the payment of the FICA or RRTA amount, and to pay the additional
income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes.
However, the total payment under this acceleration provision must not exceed the aggregate of the
FICA or RRTA amount, and the income tax withholding related to such FICA or RRTA amount.



               (d) Cash-Out Limit. 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 Sections 4.3
and 5.2 hereof.



               (e) 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



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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.




               (f) 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.



               (g) 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. Additionally, the Administration Committee may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment under the Plan to pay
the income tax at source on wages imposed under Section 3401 of the Code as a result of such
payment and to pay the additional income tax at source on wages imposed under Section 3401 of the
Code attributable to such additional wages and taxes. However, the total payment under this
acceleration provision must not exceed the aggregate of the state, local, and foreign tax amount,
and the income tax withholding related to such state, local, and foreign tax amount.



               (h) 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.



               (i) 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.



               (j) 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 9.2 hereof.



               (k) 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.


Notwithstanding anything contained in this Section 14.12(ii) to the contrary, in no event may a
payment be accelerated under Sections 14.12(ii)(d), (e), (f), (g), (h), (i) or (j) following a
Specified Employee’s Termination of Employment to a date that is prior to the first business day
which is no less than six (6) months following the






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Specified Employee’s Termination of Employment (or if earlier, upon the Specified Employee’s
death). Except as otherwise specifically provided in this Plan, including but not limited to
Section 4.3, Section 5.2, Article 6, Article 8, Section 9.2 and this Section 14.12(ii) 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.




          (iii) 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:




               (a) 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 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.



               (b) Payments Subject to Section 162(m) of the Code. A payment may be delayed to the extent
that the Administration Committee reasonably anticipates that if the payment were made as
scheduled, the Company’s deduction with respect to such payment would not be permitted due to the
application of Section 162(m) of the Code. If a payment is delayed pursuant to this Section
14.12(iii)(b), then the payment must be made either (i) during the Company’s first taxable year in
which the Administration Committee reasonably anticipates, or should reasonably anticipate, that if
the payment is made during such year, the deduction of such payment will not be barred by
application of Section 162(m) of the Code, or (ii) during the period beginning with the first
business day that is at least six (6) months following the Participant’s Termination of Employment
(the “six-month date”) and ending on the later of (x) the last day of the taxable year of the
Company in which the Participant’s six-month date occurs or (y) the 15th day of the third month
following the six-month date. Where any scheduled payment to a specific Participant in the
Company’s taxable year is delayed in accordance with this paragraph, all scheduled payments to that
Participant that could be delayed in accordance with this paragraph must also be delayed. The
Administration Committee may not provide the Participant an election with respect to the timing of
the payment under this Section 14.12(iii)(b). For purposes of this Section 14.12(iii)(b), the term
Company includes any entity which would be considered to be a single employer with the Company
under Section 414(b) or Section 414(c) of the Code.



               (c) 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 this 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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