<PAGE>   1
                                                                     EXHIBIT 4.5


                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "Agreement") is made and
entered into as of the 18th day of April, 2001, by and between The
Sherwin-Williams Company, an Ohio corporation (the "Corporation"), and The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan (the "Buyer"),
acting by and through HSBC Bank USA (the "Trustee"), not in its individual
capacity, but solely in its capacity as trustee of the employee stock ownership
plan feature of the Buyer.

                                    RECITALS:

         A. Pursuant to that certain Stock Purchase Agreement dated as of April
18, 2001 (the "Purchase Agreement") between the Corporation and the Buyer, the
Buyer has agreed to purchase 250,000 shares of the Corporation's Convertible
Participating Serial Preferred Stock, without par value (the "ESOP Shares").

         B. The ESOP Shares are convertible into shares of the Corporation's
common stock, $1.00 par value per share (the "Conversion Shares").

         C. Pursuant to the terms of the Purchase Agreement, the Corporation and
the Buyer agreed that the Corporation would grant certain registration rights to
the Buyer with respect to the Conversion Shares.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

         1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings described:

         "1933 Act" means the Securities Act of 1933, as amended.

         "1934 Act" means the Securities Exchange Act of l934, as amended.

         "Buyer" has the meaning set forth in the first paragraph hereof.

         "Closing Date" means the Closing Date as defined in the Purchase
Agreement.

         "Commission" means the Securities and Exchange Commission promulgated
under the 1933 Act.

         "Conversion Shares" has the meaning set forth in the recitals.

         "Corporation" has the meaning set forth in the first paragraph hereof.

         "Effective Date" means the date on which the Shelf Registration
Statement is declared effective under the 1933 Act by the Commission.

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         "Effectiveness Period" has the meaning specified in Section 2.

         "ESOP Shares" has the meaning set forth in the recitals.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Person" means an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

         "Prospectus" means the prospectus included in the Shelf Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Shelf Registration Statement, and
by all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

         "Purchase Agreement" has the meaning set forth in the recitals.

         "Registrable Securities" means the Conversion Shares; provided,
however, that a Conversion Share shall cease to be a Registrable Security when
(i) a Shelf Registration Statement with respect to such Conversion Share shall
have been declared effective under the 1933 Act and such share shall have been
disposed of pursuant to such Shelf Registration Statement, (ii) such Conversion
Share has been sold to the public pursuant to Rule l44 or Rule 144A (or any
similar provision then in force) under the 1933 Act, (iii) such Conversion Share
is eligible to be sold pursuant to Rule 144(k) or (iv) such Conversion Share
shall have ceased to be outstanding after its issuance upon conversion of the
ESOP Shares.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Corporation with this Agreement including,
without limitation: (i) all registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws, if any, (iii) all printing expenses, (iv) the fees and disbursements
of counsel for the Corporation and of the independent public accountants of the
Corporation, (v) the fees and disbursements of counsel for the Buyer, and (vi)
fees, costs and expenses incurred in connection with the listing of the
Registrable Securities on the New York Stock Exchange. Registration Expenses
shall not include selling commissions, discounts or other compensation paid to
agents or brokers to effect the sale of Registrable Securities and any other
expenses incurred in connection with any registration that are not specified in
the immediately preceding sentence.

         "Shelf Registration" means a registration effected pursuant to Section
2.

         "Shelf Registration Statement" means a "shelf" registration statement
of the Corporation filed pursuant to and in accordance with the provisions of
Section 2 with respect to the Registrable Securities on Form S-3 (or any
successor form that permits the incorporation by reference of future filings by
the Corporation under the 1934 Act) under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the Commission, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by

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reference therein. Any such Shelf Registration Statement shall cover the
disposition of all Registrable Securities in one or more block transactions,
broker transactions, at-market transactions and in such other manner or manners
as may be specified by the Buyer.

         2.       SHELF REGISTRATION.

                  2.1 FILING AND EFFECTIVENESS. The Corporation shall:

                           (a) As soon as reasonably practicable but in no event
                later than 30 days after the Closing Date (unless such time
                period is extended by the mutual agreement of the parties), file
                with the Commission, and thereafter use its reasonable efforts
                to cause to be declared effective as soon as reasonably
                practicable but in no event later than 120 days after such
                filing is made (unless such time period is extended by the
                mutual agreement of the parties), a Shelf Registration Statement
                relating to the offer and sale by the Buyer of the Registrable
                Securities issuable upon conversion of the ESOP Shares, from
                time to time in accordance with the methods of distribution
                elected by the Buyer. In the event the Company fails to file the
                Registration Statement or the Registration Statement is not
                declared effective within the time periods set forth herein,
                then the Buyer shall have the right to rescind the purchase of
                the ESOP Shares under the Purchase Agreement.

                           (b) Subject to the provisions of Section 4, use its
                reasonable best efforts to keep the Shelf Registration Statement
                continuously effective in order to permit the Prospectus to be
                usable by the Buyer for a period of two years from the Closing
                Date, or for such shorter period that will terminate when all
                Registrable Securities covered by the Shelf Registration
                Statement have been sold pursuant to the Shelf Registration
                Statement or cease to be outstanding or otherwise to be
                Registrable Securities (the "Effectiveness Period").

                           (c) Notwithstanding any other provisions hereof, use
                its reasonable best efforts to ensure that (i) the Shelf
                Registration Statement and any amendment thereto, at the time
                each such registration statement or amendment thereto becomes
                effective, and any Prospectus as of the date thereof forming
                part thereof and any supplement thereto complies in all material
                respects with the 1933 Act and the rules and regulations
                thereunder, (ii) the Shelf Registration Statement and any
                amendment thereto does not, when it becomes effective, contain
                an untrue statement of a material fact or omit to state a
                material fact required to be stated therein or necessary to make
                the statements therein not misleading and (iii) any Prospectus,
                and any supplement to such Prospectus (as amended or
                supplemented from time to time)(each, as of the date thereof),
                does not include an untrue statement of a material fact or omit
                to state a material fact necessary in order to make the
                statements, in light of the circumstances under which they were
                made, not misleading; provided that clauses (ii) and (iii) of
                this paragraph shall not apply to any information provided by
                the Buyer.

         The Corporation further agrees, if necessary, to amend the Shelf
Registration Statement or supplement the Prospectus, as required by Section
3(b), and to furnish to the Buyer copies of any such amendment or supplement
promptly after its being filed with the Commission.

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                  2.2 EXPENSES. The Corporation shall pay all Registration
Expenses in connection with the registration pursuant to Section 2.1.

                  2.3. EFFECTIVENESS. A Shelf Registration Statement will not be
deemed to have become effective unless it has been declared effective by the
Commission; provided, however, that if, after it has been declared effective,
the offering of Registrable Securities pursuant to the Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or court, the
Shelf Registration Statement will be deemed not to have become effective during
the period of such interference, until the offering of Registrable Securities
pursuant to the Shelf Registration Statement may legally resume.

         3.       REGISTRATION PROCEDURES. The Corporation shall:

                  (a) subject to Section 2.1, prepare and file with the
         Commission the Shelf Registration Statement;

                  (b) subject to the limitations contained in Section 4, prepare
         and file with the Commission such reports under the 1934 Act as may be
         necessary under applicable law to keep the Shelf Registration Statement
         effective for the applicable period; and cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 (or any similar provision
         then in force) under the 1933 Act and comply with the provisions of the
         1933 Act, the 1934 Act and the rules and regulations thereunder
         applicable to them with respect to the disposition of all securities
         covered by the Shelf Registration Statement during the Effectiveness
         Period;

                  (c) (i) furnish to the Buyer, without charge, as many copies
         of each Prospectus, including each preliminary Prospectus, and any
         amendment or supplement thereto and such other documents as the Buyer
         may reasonably request, including financial statements and schedules
         and, if the Buyer so requests, all exhibits in order to facilitate the
         public sale or other disposition of the Registrable Securities, and
         (ii) hereby consent to the use of the Prospectus or any amendment or
         supplement thereto by the Buyer in connection with the offering and
         sale of the Registrable Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (d) use its reasonable efforts to register or qualify the
         Registrable Securities under all applicable state securities or "blue
         sky" laws of such jurisdictions as the Buyer of Registrable Securities
         covered by the Registration Statement shall reasonably request by the
         time the Shelf Registration Statement is declared effective by the
         Commission, and do any and all other acts and things which may be
         reasonably necessary or advisable to enable the Buyer to consummate the
         disposition in each such jurisdiction of such Registrable Securities
         owned by the Buyer; provided, however, that the Corporation shall not
         be required to (i) qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction where it would not otherwise be required
         to qualify but for this Section 3(d), or (ii) take any action which
         would subject it to general service of process or taxation in any such
         jurisdiction where it is not then so subject;

                  (e) notify promptly the Buyer, and, if requested by the Buyer,
         confirm such advice in writing promptly (i) when the Shelf Registration
         Statement has become

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<PAGE>   5

         effective, (ii) of any request by the Commission or any state
         securities authority for post-effective amendments and supplements to
         the Shelf Registration Statement and Prospectus or for additional
         information after the Shelf Registration Statement has become
         effective, (iii) of the issuance by the Commission or any state
         securities authority of any stop order suspending the effectiveness of
         the Shelf Registration Statement or the initiation of any proceedings
         for that purpose, and (iv) of the happening of any event or the
         discovery of any facts during the Effectiveness Period which makes any
         statement made in the Shelf Registration Statement or the related
         Prospectus untrue in any material respect or which requires the making
         of any changes in the Shelf Registration Statement or Prospectus in
         order to make the statements therein not misleading;

                  (f) use its reasonable efforts to obtain the withdrawal of any
         order suspending the effectiveness of the Shelf Registration Statement
         as soon as reasonably practicable;

                  (g) furnish to the Buyer upon request, without charge, at
         least one conformed copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules (without documents incorporated therein by reference and all
         exhibits thereto, unless requested);

                  (h) upon the occurrence of any event or the discovery of any
         facts, each as contemplated by Sections 3(e)(iii) and 3(e)(iv), as soon
         as reasonably practicable after the occurrence of such an event, use
         its reasonable efforts to prepare a supplement or post-effective
         amendment to the Shelf Registration Statement or the related Prospectus
         or any document incorporated therein by reference or file any other
         required document so that, as thereafter delivered to the purchasers of
         the Registrable Securities, such Prospectus will not contain at the
         time of such delivery any untrue statement of a material fact or omit
         to state a material fact necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading
         or will remain so qualified. At such time as such public disclosure is
         otherwise made or the Corporation determines that such disclosure is
         not necessary, in each case to correct any misstatement of a material
         fact or to include any omitted material fact, the Corporation agrees
         promptly to notify the Buyer of such determination and to furnish the
         Buyer such number of copies of the Prospectus as amended or
         supplemented, as the Buyer may reasonably request; and

                  (i) make available for inspection by a representative of the
         Buyer of the Registrable Securities all relevant financial and other
         records, pertinent corporate documents and properties of the
         Corporation reasonably requested by any such person, and use reasonable
         efforts to have the respective officers, directors, employees, and any
         other agents of the Corporation supply all relevant information
         reasonably requested by any such representative in connection with the
         Shelf Registration Statement, in each case, as is customary for similar
         due diligence investigations.

         The Corporation may (as a condition to the participation of the Buyer
in the Shelf Registration Statement) request the Buyer to furnish to the
Corporation prior to the 30th day following the Corporation's request for
information such information regarding the Buyer and the proposed distribution
by the Buyer as the Corporation may from time to time reasonably request in
writing.

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         The Buyer agrees that, upon receipt of any notice from the Corporation
of the happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(iii) or 3(e)(iv), the Buyer will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration
Statement until the Buyer's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(h), and, if so directed by the Corporation,
the Buyer will deliver to the Corporation (at its expense) all copies in the
Buyer's possession, other than permanent file copies then in the Buyer's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.

         4. SUSPENSIONS OF EFFECTIVENESS. Notwithstanding anything else
contained herein, this Agreement shall not prohibit any suspension of the
effectiveness of the Shelf Registration Statement (i) to permit the
incorporation by reference of the annual audited or, if required by the rules
and regulations under the 1933 Act, quarterly unaudited financial information
with respect to the Corporation or (ii) other material events or developments
with respect to the Corporation that would need to be described in the Shelf
Registration Statement or the related prospectus; provided, however, that in no
event shall the Corporation be required to disclose the business purpose for
such suspension if the Corporation determines in good faith that such business
purpose must remain confidential.

         5.       INDEMNIFICATION.

                  5.1 CORPORATION'S INDEMNIFICATION. The Corporation agrees to
indemnify and hold harmless the Buyer, and each Person, if any, who controls the
Buyer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Shelf Registration Statement (or any amendment
or supplement thereto) pursuant to which Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by reference,
or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading. The
foregoing to the contrary notwithstanding, this indemnity provision shall not
apply to (i) amounts paid in settlement of any such loss, liability, claim,
damage or expense if such settlement is effected without the written consent of
the Corporation, and (ii) any loss, liability, claim, damage or expense to the
extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Corporation by the Buyer expressly for use in the
Shelf Registration Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement thereto).

                  5.2 BUYER'S INDEMNIFICATION. The Buyer agrees to indemnify and
hold harmless the Corporation and each of its respective directors and officers,
and each Person, if any, who controls the Corporation, within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in Section 4(a), as incurred, but only with respect to any untrue statements or
omissions, or alleged untrue statements or omissions, made in the Shelf
Registration Statement (or any amendment thereto) or any Prospectus included
therein (or any amendment or supplement thereto) in reliance upon and in
conformity with written information with respect to the Buyer furnished to the
Corporation by the Buyer expressly for use in the Shelf Registration Statement
(or any amendment thereto) or such Prospectus (or any amendment or supplement
thereto). The foregoing to the contrary notwithstanding, this indemnity
provision shall not apply

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<PAGE>   7

to amounts paid in settlement of any such loss, liability, claim, damage or
expense if such settlement is effected without the written consent of the Buyer.

                  5.3 PROCEDURE. Each party entitled to indemnification under
this Section 5 shall give notice to the party required to provide
indemnification promptly after such indemnified party has actual knowledge of
any claim as to which indemnity may be sought, and shall permit the indemnifying
party to assume the defense of any such claim in any litigation resulting
therefrom, provided that counsel for the indemnifying party, who shall conduct
the defense of such claim or any litigation resulting therefrom, shall be
approved by the indemnified party (whose approval shall not be unreasonably
withheld), and the indemnified party may participate in such defense at such
party's expense, and provided further that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its obligations under this Section 5 except to the extent that the indemnifying
party is materially and adversely affected by such failure to provide notice.
The indemnifying party shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time
for such indemnified party, provided, however, that if separate firm(s) of
attorneys are required due to a conflict of interest, then the indemnifying
party shall be liable for the reasonable fees and expenses of each such separate
firm. No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation. Each indemnified party shall furnish such information regarding
itself or the claim in question as an indemnifying party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

         6.       CONTRIBUTION.

                  (a) If the indemnification provided for in Section 5 is
         unavailable to the indemnified party in respect of any losses, claims,
         damages or liabilities referred to herein (other than by reason of the
         exceptions proved therein), then each indemnifying party, in lieu of
         indemnifying such indemnified party, shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         claims, damages or liabilities as between the Corporation on the one
         hand and the Buyer on the other, in such proportion as is appropriate
         to reflect the relative fault of the Corporation and of the Buyer in
         connection with the statements or omissions which resulted in such
         losses, claims, damages or liabilities, as well as any other relevant
         equitable considerations. The relative fault of the Corporation on the
         one hand and of the Buyer on the other shall be determined by reference
         to, among other things, whether the untrue or alleged untrue statement
         of a material fact or omission or alleged omission to state a material
         fact relates to information supplied by the Corporation or by the Buyer
         and the parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission.

                  (b) In no event shall the obligation of any indemnifying party
         to contribute under this Section 6 exceed the amount that such
         indemnifying party would have been

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<PAGE>   8

         obligated to pay by way of indemnification if the indemnification
         provided for under Section 5 had been available under the
         circumstances.

                  (c) The Corporation and the Buyer agree that it would not be
         just and equitable if contribution pursuant to this Section 6 were
         determined by pro rata allocation or by any other method of allocation
         which does not take account of the equitable considerations referred to
         in the immediately preceding paragraphs. The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages and
         liabilities referred to in the immediately preceding paragraphs shall
         be deemed to include, subject to the limitations set forth above, any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 6, the Buyer shall not
         be required to contribute any amount in excess of the amount by which
         the proceeds received by the Buyer from the sale of Registrable
         Securities pursuant to the Shelf Registration Statement exceeds the
         amount of any damages that the Buyer has otherwise been required to pay
         by reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the 1934 Act) shall be entitled
         to contribution from any Person who was not guilty of such fraudulent
         misrepresentation.

         7.       MISCELLANEOUS.

                  7.1 AUTHORIZATION AND EFFECT. This Agreement has been duly
authorized, executed and delivered by the Corporation and (assuming the due
execution and delivery thereof by the Buyer) constitutes the valid and legally
binding obligation of the Corporation, enforceable in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

                  7.2 NOTICES. Any notice required or permitted by or in
connection with this Agreement shall be in writing and shall be made by
facsimile, or by hand delivery, or by overnight delivery service, or by
certified mail, return receipt requested, postage prepaid, addressed to the
parties at the appropriate address set forth below or to such other address as
may be hereafter specified by written notice by the parties to each other.
Notice shall be considered given as of the earlier of the date of actual
receipt, or the date of the facsimile or hand delivery, one calendar day after
delivery to an overnight delivery service, or three calendar days after the date
of mailing, independent of the date of actual delivery or whether delivery is
ever in fact made, as the case may be, provided the giver of notice can
establish that notice was given as provided herein. Notwithstanding the
aforesaid procedures, any written notice upon any party, in fact received by
such party, shall be sufficient notice as of the date so received.

         (a)      In the case of the Buyer, to:

                  The Sherwin-Williams Company Employee
                  Stock Purchase and Savings Plan
                  c/o HSBC Bank USA
                  452 Fifth Avenue
                  New York, New York  10018-2706


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<PAGE>   9

                  Facsimile No.: 212-525-2396
                  Attn:    Stephen J. Hartman, Jr.
                           Senior Vice President,
                             Retirement Financial Services

                  With a copy to:

                  The Sherwin-Williams Company
                  101 Prospect Avenue, N.W.
                  Cleveland, Ohio  44115
                  Facsimile No. 216-566-2073
                  Attn:  Vice President - Human Resources

         (b)      In the case of the Corporation to:

                  The Sherwin-Williams Company
                  101 Prospect Avenue
                  Cleveland, Ohio  44115
                  Facsimile No.:  216-566-2984
                  Attn:  Vice President and Assistant Treasurer

                  With a copy to:

                  The Sherwin-Williams Company
                  101 Prospect Avenue
                  Cleveland, Ohio  44115
                  Facsimile No.:  216-566-2947
                  Attn:  Vice President, Secretary and General Counsel

                  7.3 FURTHER ASSURANCES. The Buyer and the Corporation shall
execute and deliver to the other party such further assurances of this Agreement
and the matters contemplated by this Agreement promptly from time to time upon
the other party's written request.

                  7.4 PUBLIC ANNOUNCEMENTS AND RELEASES. Except to the extent
required by applicable law, no disclosure or public announcement of (i) this
Agreement, any of the provisions hereof, or any of the transactions contemplated
hereby, or (ii) any confidential information concerning the Corporation or the
Buyer, shall be made by the Buyer.

                  7.5 GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereunder shall be governed by and construed and
interpreted in accordance with the laws of the State of Ohio, including all
matters of construction, validity and performance, regardless of the location of
the parties or any Property.

                  7.6 JURISDICTION; VENUE; SERVICE. The Buyer irrevocably
consents to the non-exclusive personal jurisdiction of the courts of the State
of Ohio and, if a basis for federal jurisdiction exists, the non-exclusive
jurisdiction of the United States District Court for the District of Ohio. The
Buyer agrees that venue shall be proper in any common pleas court of the State
of Ohio selected by the Corporation or, if a basis for federal jurisdiction
exists, in any

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<PAGE>   10

Division of the United States District Court for the District of Ohio. The Buyer
waives any right to object to the maintenance of any suit or claim in any of the
state or federal courts of the State of Ohio on the basis of improper venue or
of inconvenience of forum.

                  7.7 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.

                  7.8 HEADINGS; GENDER; REFERENCES. The headings, subheadings
and captions in this Agreement and in any appendix, exhibit or schedule hereto
are for reference purposes only and are not intended to affect the meaning or
interpretation of this Agreement. For purposes of this Agreement, the use of
masculine pronouns shall be deemed to include feminine and neuter pronouns, as
appropriate. References in this Agreement to sections, subsections, schedules or
exhibits are to sections, subsections, schedules or exhibits in or to this
Agreement unless otherwise stated.

                  7.9 ENTIRE AGREEMENT; AMENDMENTS, ETC. This Agreement contains
the entire agreement between the parties hereto with respect to their subject
matter and supersedes all prior negotiations, discussions, agreements,
arrangements and understandings, written or oral, relating to the subject matter
of this Agreement. No amendment or modification of, or any waiver of any
provision of, this Agreement shall be effective against a party unless set forth
in a writing signed by such party.

                  7.10 SUCCESSORS AND ASSIGNS; ASSIGNMENT; NO THIRD PARTY
BENEFICIARIES. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No party shall
assign any of its rights or obligations hereunder without the prior written
consent of the other parties. This Agreement is not intended to, and shall not
be construed to, create any rights as a third-party beneficiary or otherwise in
favor of any person or entity who is not a party to this Agreement.

                  7.11 SEVERABILITY. Any provision of this Agreement prohibited
by the laws of any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition, or modified to conform with such laws,
without invalidating the remaining provisions of this Agreement, and any such
prohibition in any jurisdiction shall not invalidate such provisions in any
other jurisdiction.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered as of the day and year first above written.

"CORPORATION"                  THE SHERWIN-WILLIAMS COMPANY


                               By: /s/
                                   -------------------------------------
                                      Larry J. Pitorak
                                      Senior Vice President - Finance,
                                      Treasurer and Chief Financial Officer

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<PAGE>   11

"BUYER"                        THE SHERWIN-WILLIAMS COMPANY EMPLOYEE STOCK
                               PURCHASE AND SAVINGS PLAN

                               By:  HSBC Bank USA, not in its individual
                                    capacity, but solely in its capacity as a
                                    trustee of the employee stock ownership plan
                                    feature of The Sherwin-Williams Company
                                    Employee Stock Purchase and Savings Plan


                                    By: /s/
                                        ------------------------------------
                                          Stephen J. Hartman, Jr.
                                          Senior Vice President,
                                           Retirement Financial Services


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