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                                                                   Exhibit 10(j)


                SHERWIN-WILLIAMS MANAGEMENT COMPENSATION PROGRAM
                ------------------------------------------------

PURPOSE
-------

The purpose of the Sherwin-Williams Management Compensation Program is to
establish and maintain a performance and achievement oriented management
environment throughout the Company that results in improved profits and/or
creativity. The primary emphasis is to develop Sherwin-Williams as a superior
company that can achieve and sustain above average earnings growth and a company
dedicated to excellence in management, products, services and product
development.

With this in mind, the Program is designed so that participating managers will
earn higher than average total compensation for doing an above average job and
have the opportunity to accumulate a significant estate if the Company's
long-range earnings goals are achieved.

TOTAL COMPENSATION
------------------

Sherwin-Williams' base salary structure is so designed that a participant may
receive a level of salary compensation which approximates the average of that
paid an equivalent position in the same or similar industries, as reported by
several outside executive compensation services. Those who participate in the
Incentive Plan may be awarded additional compensation in the form of cash and
deferred compensation for performance results that meet or exceed specified
pre-determined goals. Total compensation, therefore, may exceed that of
comparable executive positions in the outside marketplace.

         I.       BASE SALARY
                  -----------

                  Sherwin-Williams' overall salary structure is reviewed
                  annually to insure that it remains competitive. Positions are
                  classified within the salary structure on the basis of
                  assigned responsibilities.

                  The mid-point salary of a grade assigned to a position is the
                  salary level which approximates the average salary paid an
                  equivalent position in the same or similar industries. Data
                  are obtained from the latest survey information available from
                  various executive compensation data sources. Where salary
                  information is not available for a particular position, the
                  salary grade assigned is consistent with other positions
                  having similar responsibilities in the Company and in similar
                  industries.

                  Individual salaries are reviewed at least annually, but it
                  must be understood that salaries may not increase each year.
                  Decisions relating to salary increases are based on guidelines
                  provided by management.



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         II.      S-W MANAGEMENT INCENTIVE PLAN
                  -----------------------------

                  The second element of the compensation program is the
                  Sherwin-Williams Management Incentive Plan ("Plan"). This
                  incentive Plan is designed to permit the total compensation of
                  a key manager to reflect:

                  A.       The performance of a particular unit (profit center
                           or department), and

                  B.       The results of individual efforts as related to
                           established goals. Goals must require well above
                           average performance and results should be difficult
                           to attain and have a significant impact on the
                           improvement of the organizational unit and/or the
                           Company.

                  ELIGIBILITY TO PARTICIPATE IN SWMIP
                  -----------------------------------

                  Eligibility to participate in the Plan is limited to
                  Corporate, Group and Division key managers who are responsible
                  for profit decisions and major policy direction. To remain a
                  participant, one must remain an active employee in a
                  participating job through the end of the Plan year (December
                  31). Individuals employed in a participating job by October 1
                  of the Plan year may become eligible to participate in that
                  Plan year upon approval of the Chief Executive Officer and/or
                  the Compensation Committee of the Board of Directors.

                  Division participants are selected and recommended by the
                  Division President, Group President and Chief Operating
                  Officer on an individual basis after careful consideration and
                  evaluation and must be approved by the Chief Executive
                  Officer. The potential of the position to contribute to the
                  achievement of overall company goals is the major criterion
                  for being approved as a Plan participant.

                  Participation at the Corporate level is limited to Officers
                  and Major Department Heads.

                  Certain limits are placed on the number of managers from any
                  one Division that may be included in the Plan as shown below.
                  The numbers shown in parentheses represent additional
                  participants who may be included in the Plan if warranted by
                  the responsibilities of the position.

                  Division Sales      Number Eligible     Rec. Positions
                  --------------      ---------------     --------------
                  Below $25MM         1 + (1)             General Manager

                  $25MM to $50MM      3 + (1)             General Manager
                                                          Marketing Manager
                                                          Manufacturing Manager



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                  $50MM to $150MM       4 + (2)        General Manager
                                                       Marketing Manager
                                                       Manufacturing Manager
                                                       Controller
                                                       Technical Director

                  $150MM to $300MM      5 + (2)        General Manager
                                                       Marketing Manager
                                                       Manufacturing Manager
                                                       Controller

                  $300MM to $600MM      6 + (3)        Technical Director
                                                       Product Manager
                                                       Human Resources Director
                                                       Merchandise Manager

                  $600MM & over         7 + (4)        Region Director


                  INCENTIVE AWARDS
                  ----------------

                  The Plan is designed to provide an award for improvement over
                  prior year results. To be eligible for any award under the
                  Plan, a participant, Division or Department must attain at
                  least 75% of the improvement portion of the major profit or
                  program goal.

                           For example:
                                    Prior Year Actual PBT:    $13.0MM
                                    Plan Year PBT:            $14.0MM
                                    Planned Improvement:      $ 1.0MM

                                    The threshold for earning an award is an
                                    improvement of $0.750MM (75% of $1MM) or an
                                    actual PBT for the Plan Year of $13.75MM.

                  WHERE AN APPROVED PROFIT GOAL SHOWS NO IMPROVEMENT, OR IS
                  CONSIDERED TO SHOW INSUFFICIENT IMPROVEMENT, THE PARTICIPANT,
                  DIVISION OR DEPARTMENT MUST ATTAIN THE GOAL TO EARN ANY AWARD.
                  THE ACHIEVEMENT OF THIS GOAL MAY RESULT IN AN INCENTIVE AWARD
                  AT THE MINIMUM PAYOUT LEVEL FOR THE APPROPRIATE INCENTIVE
                  GROUP (AS HEREAFTER DESCRIBED), PROVIDED THAT THE COMPANY
                  ACHIEVES ITS OVERALL GOALS. GENERALLY, NO ADDITIONAL INCENTIVE
                  WILL BE AWARDED UNLESS THE RESULTS EXCEED THE PRIOR YEAR'S
                  ACTUAL RESULTS.



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                           As an example:
                           Prior Year Actual PBT:    $13.0MM
                           Plan Year Goal PBT:       $12.7MM

                           Incentive payouts MAY be as follows, assuming the
                           Company achieves its overall goals:

                           Plan Year Actual PBT           Incentive Award
                           --------------------           ---------------
                           < $12.7MM                            0
                           $12.7MM            Minimum Payout Per Incentive Group
                           $12.8MM                              "
                           $12.9MM                              "
                           $13.0MM                              "
                           > $13.0MM                 Management Discretion

                  Participants are assigned to an Incentive Group (Exhibit A)
                  which determines the potential percentage of base salary that
                  may be awarded. Assignment to an Incentive Group is made by
                  the Chief Executive Officer. Individual awards are based on
                  the overall percentage of goal achievement as described in the
                  Performance Results Evaluation section which follows and as
                  approved by the Chief Executive Officer and/or the
                  Compensation Committee of the Board of Directors.

                  PERFORMANCE RESULTS EVALUATION
                  ------------------------------

                  Assuming the overall Company earnings performance is at least
                  75% of the Planned improvement goal, individual performance is
                  evaluated at the end of the year in terms of achievement of
                  goals set by the participant and approved by management at the
                  beginning of the year. If the Company does not meet the
                  minimum earnings improvement, funds may not be available for
                  awards, although special awards may be made under exceptional
                  circumstances.

                  The process for individual goal achievement evaluation is
                  outlined in the following steps. In all cases, recommended
                  awards must be approved by the Chief Executive Officer and/or
                  the Compensation Committee of the Board of Directors.

                  PROCEDURES FOR EVALUATING GOAL ACHIEVEMENT
                  ------------------------------------------

          1.      The goals are pre-determined and agreed upon by the
                  participant and immediate supervisor, reviewed by the Division
                  President, Group President and/or Chief Operating Officer or
                  Corporate Department Head and submitted to the Chief Executive
                  Officer for approval. Strong emphasis is placed on IMPROVEMENT
                  over the previous fiscal year; particularly where the goals
                  relate to profits, profit margins and return on assets
                  employed.




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          2.      At the close of each fiscal year, participants review their
                  own performance by recording achievements as related to
                  pre-determined goals.

          3.      The supervisor then determines a performance rating percentage
                  for each quantitative goal by comparing the goal against
                  supervisory appraisal of the achievement of that goal. For all
                  Division participants, a performance rating percentage for
                  each special goal and each strategic goal will be determined
                  by the Division President, Group President and Chief Operating
                  Officer. For Corporate participants, these performance rating
                  percentages will be determined by the Chief Executive Officer.
                  A percentage achievement rating is scaled as follows:

                      --- 125% --- Outstanding Performance        ---
                      ---                                         ---
                      ---                                         ---
                      ---                                         ---
                      ---                                         ---
                      --- 100% ---     Planned Results            ---
                      ---                                         ---
                      ---                                         ---
                      ---                                         ---
                      ---                                         ---
                      ---  75% ---     Minimum Acceptable         ---
                      ---                    Performance          ---
                      ---                                         ---
                      ---                                         ---
                      ---   0% --------------------------------------


                  a.  A "100% Objective Achieved" rating for any particular goal
                      indicates that the participant met that goal right on
                      target.

                  b.  A rating of 125% is the maximum rating for any particular
                      goal, indicating outstanding achievement of that goal.

                  c.  A rating below 75% indicates less than acceptable
                      performance, and since no credit is given for that
                      particular goal, the performance rating is 0%.

                  d.  Because certain factors cannot be accurately measured in
                      terms of a percentage, a direct arithmetic relationship
                      may not necessarily exist between the established goal,
                      the appraisal of results and the



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                      performance rating percentage of that goal.

                  e.  Incumbents in covered positions for less than the Plan
                      year being measured may be awarded incentive compensation
                      on a pro-rata basis (i.e., participant for 6 months out of
                      12 months would result in 50% of the normal award.)

          4.      The participant's appraisal and the supervisor's rating of
                  each goal, together with any additional comments by the
                  supervisor, form the basis for overall performance. The
                  overall performance rating is then reviewed for approval by
                  subsequent levels of management. The overall evaluation may
                  not exceed 125%.

          5.      The Chief Executive Officer reviews the recommended incentive
                  awards in terms of individual performance, the performance of
                  the Division or Department and the overall performance of the
                  Company, and, as appropriate, reviews his recommendations with
                  the Compensation Committee of the Board of Directors.

          6.      After the recommendations and approvals are final, a review
                  session is held with each participant, at which time the
                  supervisor is to review the incentive award with the
                  participant.

          7.      Fair, impartial judgement is in reality the major factor in
                  the final determination, and not arithmetic results.

          8.      The incentive award is determined as follows:

                  a.       The overall performance percentage is related to the
                           applicable Incentive Group to determine the incentive
                           award percentage.

                  b.       The participant's salary base is multiplied by the
                           incentive award percentage to determine the total
                           dollar incentive award. Incentive Plan award
                           computations are based upon the total salary of the
                           individual for the previous twelve months or for the
                           time in the approved position if less than a full
                           year.

                            For example:      100% Performance of Goals
                                              Group II = 45%
                                              Salary = $140,000

                                              Incentive Award = $140,000 X 0.45
                                               = $63,000



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                  SPECIAL INCENTIVE AWARDS
                  ------------------------

                  In addition to the previously described incentive awards, the
                  Compensation Committee of the Board of Directors may, from
                  time to time, declare a special incentive award ("Special
                  Incentive Award") with respect to a particular Plan year. The
                  performance objectives and any other criteria, restrictions or
                  procedures associated with eligibility to receive any such
                  Special Incentive Award shall be determined by the
                  Compensation Committee, in its sole discretion, and the
                  material terms thereof shall be attached hereto and
                  incorporated herein as an exhibit to the Plan. All applicable
                  information regarding eligibility for or other aspects of any
                  Special Incentive Award shall also be communicated in writing
                  to all Plan participants on a timely basis.

GENERAL

Each employee should understand that the employment relationship with
Sherwin-Williams, or any of its subsidiaries or affiliates, is an at-will
relationship and, as such, may be terminated at any time by either party.
Nothing in any application form, employee handbook, summary, booklet, policy
manual or other communication is intended to be an express or implied contract
of employment, or guarantee of employment for a specific period of time between
an employee and the Company, a subsidiary or affiliate, unless clearly so stated
and signed by both parties.


INCOME DEFERRAL
---------------

The Company has a deferred compensation Plan to provide greater flexibility in
the method of payment of incentive awards. The payment of an incentive award may
be deferred, in whole or in part, under the Company's Key Management Deferred
Compensation Plan if that is an employee's election prior to the start of the
Plan year. Otherwise, payment will be made in cash.


February, 2000


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                                    EXHIBIT A

                 INCENTIVE AWARDS AS A PERCENTAGE OF BASE SALARY
                 -----------------------------------------------


         OVERALL           GROUP         GROUP            GROUP         GROUP
          EVAL.              I             II              III          IV
         -------           -----         ------          -------        ----

         125% (Max)        60            70              95             110
         120%              55            65              88             103
         115%              50            60              81             96
         110%              45            55              74             89
         105%              40            50              67             82
         100% (Target)     35            45              60             75
          95%              32            40              54             68
          90%              29            35              48             61
          85%              26            30              42             54
          80%              23            25              36             47
          75% (Min)        20            20              30             40



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                                    EXHIBIT B

                          2000 SPECIAL INCENTIVE AWARD
                          ----------------------------


The 2000 Special Incentive Award ("2000 Award") is designed to provide a
supplemental incentive award solely for the 2000 Plan year. Pursuant to the 2000
Award, Plan participants are eligible to receive up to an additional twenty
percent (20%) of their base salary if certain 2000 net external sales increases
established by the Compensation Committee of the Board of Directors are
achieved.



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