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                                                                   EXHIBIT 10(g)
                          THE SHERWIN-WILLIAMS COMPANY
                          ----------------------------
                    KEY MANAGEMENT DEFERRED COMPENSATION PLAN
                    -----------------------------------------
                      (1997/1999 AMENDMENT AND RESTATEMENT)

         The Sherwin-Williams Company, an Ohio corporation, hereby amends and
restates in its entirety, effective as of April 1, 1997, The Sherwin-Williams
Company Key Management Deferred Compensation Plan (the "Plan"), which was
originally established effective January 1, 1980 and subsequently amended and
restated. All deferred compensation credited to a Participant's account under
this Plan or any predecessor plan shall continue to be governed by the terms and
conditions of this Plan or the predecessor plan, as applicable, as such plan was
in effect at the time such deferred compensation was credited.

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

         As used herein, the following words and phrases shall have the
respective meanings set forth below unless a different meaning is plainly
required by the context:

1.01     ACCOUNT(S). The account or accounts established and maintained by the
         Committee (or the person, group or entity designated by the Committee)
         to record a Participant's interest in the Plan as set forth in Section
         4.01.

1.02     AWARD DATE. The date on which a Participant would have otherwise
         received a Salary payment, Incentive Award or Eligible Special
         Compensation, but for an election to defer such Salary, Incentive Award
         or Eligible Special Compensation made pursuant to Article III of the
         Plan.

1.03     BENEFICIARY(IES).  Any person or persons so designated in accordance
         with the provisions of Article VI.

1.04     BOARD.  The Board of Directors of the Company.

1.05     COMMITTEE.  The committee which administers the Plan as provided for in
         Article  IX.

1.06     COMMON STOCK. The common stock of the Company 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 forgoing.

1.07     COMPANY.  The  Sherwin-Williams  Company,  a corporation duly organized
         and existing under the laws of the State of Ohio, and its corporate
         successors and assigns.


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1.08     COMPANY BORROWING RATE. The Company Borrowing Rate shall be the then
         current borrowing rate of the Company, as determined by the Committee
         (or the person, group or entity designated by the Committee) in
         consultation with representatives of the Company.

1.09     COMPANY STOCK FUND. The Company Stock Fund shall mean the Company Stock
         Fund established and maintained pursuant to The Sherwin-Williams
         Company Employee Stock Purchase and Savings Plan which consists
         primarily of Company Stock and such short-term investments as may be
         deemed appropriate by the Trustee to provide liquidity for the Company
         Stock Fund.

1.10     DEFERRED COMPENSATION. The amount of a Participant's (i) Salary; (ii)
         Incentive Award; and/or (iii) Eligible Special Compensation, which such
         Participant elects to defer pursuant to Article III of the Plan.

1.11     DISTRIBUTABLE  INTEREST.  The balance in a  Participant's  Accounts on
         his Settlement  Date  determined in accordance with Section 5.01.

1.12     DISTRIBUTION  ACCOUNT. The Account established and maintained for a
         Participant  with respect to the Participant's Distributable Interest
         as of his Settlement Date.

1.13     EFFECTIVE DATE.  The effective date of the Plan is January 1, 1980.

1.14     ELIGIBLE EMPLOYEE(S). Eligible Employees shall mean the select group of
         management and highly compensated employees determined by the
         Committee, including but not limited to: (i) certain officers
         (including officers who are members of the Board of Directors) and
         other key employees of the Company and (ii) such key employees of any
         Subsidiary, provided such Subsidiary, with the consent of the Board of
         Directors of the Company, adopts this Plan by resolution of its Board
         of Directors.

1.15     ELIGIBLE SPECIAL COMPENSATION. Eligible Special Compensation shall mean
         any special compensation payable to a Participant that is designated by
         the Committee as eligible for deferral pursuant to this Plan.

1.16     EMPLOYMENT PERIOD. The period commencing on the later of: (i) the
         Effective Date of this Plan or (ii) the Participant's employment
         commencement date; and ending on the Participant's Settlement Date.

1.17     INCENTIVE AWARD. A bonus award granted under any employee bonus program
         maintained by The Sherwin-Williams Company or a Subsidiary pursuant to
         which incentive awards are granted in connection with the achievement
         of certain performance-related goals.

1.18     PARTICIPANT. Any person so designated in accordance with the provisions
         of Article II.

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1.19     PLAN. The Sherwin-Williams Company Key Management Deferred Compensation
         Plan, as amended from time-to-time.

1.20     PLAN YEAR. The twelve (12) consecutive month period commencing January
         1 of any year and ending December 31 of the same year.

1.21     PRIME RATE. The prime rate as determined using the Federal Reserve
         Statistical daily subscription (FRRB - Select Interest Rate,
         Subscription - H15) is the primary source to calculate and attribute
         earnings to the Prime Rate Fund. On the first business day of each
         calendar month, the Prime Rate shall be calculated on the monthly
         average of the prime rate for the prior month, and the value divided by
         365 days to arrive at the daily mil rate value for purposes of
         attributing earnings to the Prime Rate Fund for the preceding calendar
         month. The daily mil rate shall be calculated to the one-millionth
         position.

1.22     PRIME RATE FUND ACCOUNT. The Account established and maintained for a
         Participant with respect to any amounts of Deferred Compensation which
         are to be so invested pursuant to Article IV.

1.23     SALARY. The amount of a Participant's base salary before any deduction
         from or reduction of such salary by reason of Sections 125, 402(a)(8),
         402(h) or 403(b) of the Internal Revenue Code of 1986, as amended, but
         not including any other amounts which may be considered compensation
         attributable to the Participant as a consequence of his employment.

1.24     SETTLEMENT DATE. The later of: (i) the date on which a Participant
         ceases to receive salary payments from the Company and every Subsidiary
         by reason of permanent termination of employment; or (ii) if such
         Participant is part of the group of Eligible Employees subject to Rule
         16b-3 issued under the Securities Exchange Act of 1934 (or any
         successor rule to the same effect) and such transaction would not
         otherwise be exempt under such Rule 16b-3, six (6) months and one (1)
         day from the last date on which Shadow Units or fractions thereof were
         credited to or transferred from the Participant's Shadow Company Stock
         Fund Account.

1.25     SHADOW COMPANY STOCK FUND ACCOUNT. The Account established and
         maintained for a Participant with respect to any amounts of Deferred
         Compensation, which the Participant elects to be so invested pursuant
         to Article IV.

1.26     SHADOW UNITS. A unit of measure equivalent to one (1) unit of the
         Company Stock Fund.

1.27     SUBSIDIARY. Any corporation (other than the Company) in an unbroken
         chain of corporations beginning with the Company if each of the
         corporations other than the last corporation in the unbroken chain owns
         stock possessing fifty percent (50%) or more of

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         the total combined voting power of all classes of stock in one of the
         other corporations in such chain.

1.28     TRUST.  The trust fund established pursuant to Section 8.01.

1.29     VALUATION DATE. If a business day, the date on which a transaction is
         requested, provided such request is received and confirmed prior to
         4:00 p.m. EST; or if a request is received after 4:00 p.m. EST or on a
         non-business day, the next succeeding business day.

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                                   ARTICLE II
                                  PARTICIPATION

         Participation in the Plan is voluntary. An Eligible Employee shall
become a Participant in the Plan as of the first Plan Year for which such
Eligible Employee is so designated by the Committee, in its sole discretion, and
such Eligible Employee elects, pursuant to Article III hereof, to defer Salary,
an Incentive Award and/or Eligible Special Compensation to the Plan. Once an
Eligible Employee becomes a Participant, he shall remain a Participant
(regardless of whether he elects to defer further Salary, Incentive Awards or
Eligible Special Compensation in future Plan Years) until the later of: (i) his
Settlement Date or (ii) the date of his final payment if the Participant elects
payments over a period of years pursuant to Article V.

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                                   ARTICLE III
                   ELECTION TO DEFER SALARY, INCENTIVE AWARDS
                      AND/OR ELIGIBLE SPECIAL COMPENSATION

3.01     ELECTION TO DEFER. For each Plan Year or portion thereof during the
         Employment Period, a Participant may elect (subject to the limitations
         set forth herein) to defer (i) a portion of his salary not to exceed
         twenty-five percent (25%) per Plan Year; (ii) all or a portion of the
         Participant's Incentive Award to be paid in such Plan Year, as the
         Participant may determine, with respect to such Plan Year; and/or (iii)
         all or a portion of any Eligible Special Compensation to be paid in
         such Plan Year, as the Participant may determine, with respect to such
         Plan Year.

3.02     TIME OF ELECTION. An election to defer any portion of a Participant's
         Salary for a particular Plan Year, Incentive Award and/or Eligible
         Special Compensation to be paid in a particular Plan Year pursuant to
         Section 3.01 must be made by the Participant at the time and in the
         manner specified by the Committee; provided, however, that each such
         election must be made prior to the beginning of the particular Plan
         Year to which it applies. Notwithstanding the foregoing, an individual
         who initially qualifies as a Participant by reason of either (i) being
         a newly hired employee; or (ii) promotion, may elect to defer Salary,
         an Incentive Award (provided such Incentive Award has not yet been
         determined as of the date of his election to defer pursuant to Section
         3.01) and/or Eligible Special Compensation by making such election
         within thirty (30) days of such qualification.

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                                   ARTICLE IV
                                    ACCOUNTS
                                   ----------

4.01     ESTABLISHMENT  OF ACCOUNTS.  The  Committee  shall  establish and
         maintain the following Accounts which shall reflect the interest, and
         any increases or decreases thereto, of each Participant in the Plan:
         (a)      PRIME RATE FUND ACCOUNT. The Prime Rate Fund Account shall
                  accrue interest based on Prime Rate.

         (b)      SHADOW COMPANY STOCK FUND ACCOUNT. The Shadow Company Stock
                  Fund Account shall be credited with a quantity of Shadow Units
                  and fractions thereof (to the nearest thousandths) equal to
                  the amount of units in the Company Stock Fund that could have
                  been purchased with the amount of the Participant's Deferred
                  Compensation credited to the Shadow Company Stock Account on
                  the Valuation Date.

         (c)      DISTRIBUTION ACCOUNT. The Distribution Account shall, upon a
                  Participant's Settlement Date, be credited with the
                  Participant's Distributable Interest as determined pursuant to
                  Section 5.01 and his other Accounts charged accordingly. For
                  all periods after the Settlement Date, with respect to any
                  amounts deferred: (1) prior to January 1, 2000, the crediting
                  rate for the Distribution Account shall be the Prime Rate; or
                  (2) on or after January 1, 2000, the crediting rate for the
                  Distribution Account shall be the Company Borrowing Rate.

4.02     INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as
         may from time-to-time be required by law, or contained elsewhere in the
         Plan, each Participant may direct the Company as to how his Deferred
         Compensation should be allocated between the Shadow Company Stock Fund
         Account and the Prime Rate Fund Account. A Participant's investment
         direction shall designate the percentage of his Deferred Compensation
         that is to be invested in each Account. A Participant's investment
         direction cannot be transferred between Accounts. If a Participant
         fails to direct the investment of any of his Deferred Compensation, all
         such undirected amounts shall be credited to the Participant's Prime
         Rate Fund Account.

4.03     CREDITING OF ACCOUNTS. Each Participant's Accounts shall be credited on
         each Award Date with an amount equal to that portion of his Salary,
         Incentive Award and/or Eligible Special Compensation, if any, in
         accordance with his investment directions pursuant to Section 4.02.

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                                    ARTICLE V
                               PAYMENT OF BENEFITS
                               -------------------

5.01     DETERMINING DISTRIBUTABLE INTEREST. A Participant's Distributable
         Interest shall be sum of:
         (a)      an amount equal to the sum of the value of the Shadow Units
                  allocated to his Shadow Company Stock Fund Account as of the
                  Participant's Settlement Date;
                  and
         (b)      the total amount of Deferred Compensation allocated to his
                  Prime Rate Fund Account as of the Participant's Settlement
                  Date.

5.02     TRANSFER OF ACCOUNT BALANCE. Upon a Participant's Settlement Date, the
         balance, if any, of his Shadow Company Stock Fund Account and his Prime
         Rate Fund Account shall be credited to his Distribution Account, and
         his Shadow Company Stock Fund Account and his Prime Rate Fund Account
         charged accordingly.

5.03     ENTITLEMENT TO BENEFITS.
         (a)      If a Participant's Settlement Date occurs by reason of his
                  termination of employment for any reason other than his death,
                  his Distributable Interest determined in accordance with
                  Section 5.01 shall be distributed to the Participant.
         (b)      If a Participant's Settlement Date occurs by reason of the
                  Participant's death, his Distributable Interest determined in
                  accordance with Section 5.01 shall be distributed to the
                  Participant's designated Beneficiary or as otherwise provided
                  in Section 5.07.

5.04     FORMS OF DISTRIBUTION. The amount to which a Participant (or his
         Beneficiary) is entitled shall be distributed in cash. A Participant's
         Distributable Interest shall be distributed to the Participant, or in
         the event of his death, his Beneficiary, in one of the following forms,
         as elected by the Participant:
         (a)      a cash lump sum;
         (b)      solely with respect to a Participant whose Distributable
                  Interest exceeds Ten Thousand and 00/100 Dollars ($10,000.00)
                  as of his Settlement Date, in substantially equal monthly
                  installments over a five (5) year period (sixty (60) monthly
                  installments); or
         (c)      solely with respect to a Participant whose Distributable
                  Interest exceeds Twenty-five Thousand and 00/100 Dollars
                  ($25,000.00) as of his Settlement Date, in substantially equal
                  monthly installments over either: (1) a ten (10) year period
                  (one hundred twenty (120) monthly installments); or (2) a
                  fifteen (15) year period (one hundred eighty (180) monthly
                  installments);
         provided, however, the Committee shall have, in its sole discretion,
         the right to change the method of distribution selected by the
         Participant in the event the Committee determines it is in the best
         interest of the Company to do so. A Participant may elect the form of
         distribution in which the Participant's Distributable Interest will be
         paid to such Participant or his Beneficiary, and may revoke such
         election and make a new election, at any time prior to the
         Participant's Settlement Date. If the Participant fails to elect the
         manner of

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         payment, the Participant shall receive a cash lump sum. The payment of
         such Distributable Interest shall be made, or shall commence, as soon
         as reasonably practicable following the end of the calendar month in
         which occurs the Participant's Settlement Date.

5.05     HARDSHIP DISTRIBUTIONS. Upon thirty (30) days prior written application
         effective as of the applicable Valuation Date, a Participant may be
         permitted to make a withdrawal in cash from his Accounts on account of
         hardship in accordance with the following rules:
         (a)      An application for approval of such a withdrawal shall be made
                  in writing on a form provided for such purpose by the
                  Committee.
         (b)      Withdrawals shall be approved only for an Unforeseeable
                  Emergency. An "Unforeseeable Emergency" is a severe financial
                  hardship to the Participant resulting from a sudden and
                  unexpected illness or accident of the Participant or a
                  dependent (as defined in Section 152(a) of the Internal
                  Revenue Code of 1986, as amended) of the Participant, loss of
                  the Participant's property due to casualty, or other similar
                  extraordinary and unforeseeable circumstances arising as a
                  result of an event beyond the control of the Participant.
                  Unforeseeable Emergencies shall not include obtaining funds to
                  send a Participant's child to college or to purchase a home.
         (c)      Withdrawals of amounts because of Unforeseeable Emergency are
                  limited to the amount reasonably necessary to satisfy the
                  need.
         (d)      Withdrawal shall not be permitted to the extent that such
                  hardship is or may be relieved through any of the following
                  means:
                  (i)      Through reimbursement or compensation by insurance or
                           otherwise;
                  (ii)     By liquidation of the Participant's assets to the
                           extent the liquidation of such assets would not
                           itself cause severe financial hardship; or
                  (iii)    By cessation of deferrals under the Plan.

5.06     DISABILITY DISTRIBUTIONS. Upon thirty (30) days prior written
         application, a Participant may be permitted to receive a complete
         distribution in cash from his Accounts on account of disability in one
         of the forms permitted by Section 5.04 in accordance with the following
         rules:
         (a)      An application for approval of such disability distribution
                  shall be made in writing on a form provided for such purpose
                  by the Committee.
         (b)      Distribution shall be approved only in the event the
                  Participant has a "Total and Permanent Disability." For
                  purposes of this Section 5.06(b), "Total and Permanent
                  Disability" shall mean a physical or mental condition that, in
                  the sole discretion of the Committee, renders the Participant
                  totally and permanently unable to perform the duties and
                  obligations of such Participant's employment position for a
                  consecutive period of twenty-six (26) weeks. The Committee
                  shall have the right to request such information supporting a
                  Participant's claim for a Total and Permanent Disability
                  distribution as the Committee shall deem necessary, including,
                  but not limited to, a physician's statement of disability, in
                  such form as the Committee may provide.


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5.07     DEATH PRIOR TO COMPLETE DISTRIBUTION. If a Participant or Beneficiary
         dies before receiving a complete distribution of his Distributable
         Interest under the Plan under any of the following circumstances:
         (a)      without designating a Beneficiary therefor;
         (b)      if there is no designated Beneficiary living upon the death
                  of a  Participant; or
         (c)      if all such designated Beneficiaries die prior to the full
         distribution of his interest; then the undistributed balance of such
         Distributable Interest shall be distributed to the Participant or
         Beneficiary's surviving spouse, if any, and if there is no surviving
         spouse, then to the Participant or Beneficiary's estate in the manner
         and such one or combination of the ways set forth in Section 5.04 as
         the Committee, in its sole discretion, shall determine.

5.08     FORFEITURE OF BENEFITS. Notwithstanding anything in the Plan to the
         contrary, all rights to participate and all rights to any benefit
         hereunder shall immediately terminate and become null and void in the
         event the Committee shall determine that the Participant was involved
         in:
         (a)      theft, embezzlement or unauthorized appropriation of Company
                  property or the willful destruction of Company property, or
         (b)      fraud against the Company.

5.09     FACILITY OF PAYMENT. Whenever and as often as any person entitled to
         payments hereunder shall be determined by the Committee, in its sole
         discretion, to be physically, mentally or legally incompetent or
         otherwise unable to apply such payments to his own best interest and
         advantage, the Committee, in its sole discretion, may direct all or any
         portion of such payments to be made in any one or more of the following
         ways: (i) directly to such person; (ii) to his legal guardian or
         representative; or (iii) to his spouse or to any other person
         responsible for the maintenance of such Participant, to be expended for
         his benefit. The decision of the Committee shall in each case be final
         and binding upon all persons in interest and neither the Company nor
         the Committee shall be under any duty to see to the proper application
         of such funds.

5.10     NOTICE. Each Participant and each Beneficiary of a deceased Participant
         shall file with the Committee from time-to-time in writing his post
         office address and each change of post office address. Any
         communication, statement or notice addressed to such person at his last
         post office address filed with the Committee, or if no such address was
         filed with the Committee, then at his last post office address as shown
         in the Company's records, if any, shall be binding on such person for
         all purposes of the Plan, and neither the Company nor the Committee
         shall be obligated to search for or ascertain the whereabouts of any
         Participant, former Participant or beneficiary.

5.11     MISSING PARTICIPANTS/BENEFICIARIES. If all or any part of the interest
         of any Participant, former Participant or Beneficiary becomes
         distributable hereunder and the whereabouts of

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         such Participant, former Participant or Beneficiary is then unknown to
         the Committee and the Committee fails to receive a claim for such
         distribution from the person entitled thereto or from any other person
         validly acting in his behalf within one (1) year thereafter, then such
         distribution may, in the discretion of the Committee, be disposed of as
         follows:
         (1)      If the whereabouts of the person next entitled thereto is
                  known to the Committee, or is disclosed to the Committee
                  within a period of two (2) years thereafter, distribution may
                  be made as though such Participant or Beneficiary had died at
                  the end of said one (1) year period;
         (2)      If the Committee is unable to complete distribution in the
                  manner provided in paragraph (1) of this Section 5.11, but the
                  whereabouts of one or more of the next of kin or surviving
                  spouse of the Participant or former Participant whose interest
                  hereunder is subject to distribution is known to the
                  Committee, then distribution of such Distributable Interest
                  then remaining undistributed hereunder may be made to any one
                  or more or all of such next of kin and surviving spouse, and
                  in such proportions, as the Committee determines;
         (3)      If the Committee is unable to complete distribution pursuant
                  to the provisions of either paragraph (1) or paragraph (2) of
                  this Section 5.11 within the time limit therein designated,
                  then at the end of the three (3) year period therein referred
                  to the interest of such Participant or former Participant then
                  remaining undistributed will be cancelled and no further
                  payments with respect thereto will be made.
         If the last post office address of a Participant or Beneficiary, whose
         interest is subject to distribution by the terms of this Section 5.11
         is known to the Committee, then the Committee will notify such person
         of any action contemplated by it pursuant to this Section 5.11, by
         letter addressed to him at such last known address.

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                                   ARTICLE VI
                         BENEFICIARIES; PARTICIPANT DATA
                         -------------------------------

6.01     DESIGNATION OF BENEFICIARIES. A Participant may, by instrument in
         writing in the form prescribed by the Committee executed and delivered
         to the Committee designate a Beneficiary or Beneficiaries (who may be
         named contingently or successively) to whom his Distributable Interest
         under the Plan shall be distributed in the event of his death prior to
         the full receipt of his interest under this Plan, and he may designate
         the proportions to be distributed to each such Beneficiary if more than
         one Beneficiary is designated. Any such designation may be revoked or
         changed by the Participant at any time and from time-to-time, by
         similar instrument in writing delivered in accordance with this Section
         6.01. Each designation will revoke all prior designations by the same
         Participant.

6.02     ASSUMPTION OF DEATH. If the Committee, after reasonable inquiry, is
         unable within one (1) year to determine whether any Beneficiary did in
         fact survive the event that entitled him to receive distribution of any
         sum hereunder, it shall be conclusively presumed that such Beneficiary
         did in fact die prior to such event.

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                                   ARTICLE VII
                               RIGHTS TO PAYMENTS
                               ------------------

         Neither a Participant nor a Beneficiary hereunder or personal
representative of either shall under any circumstances have any option or right
to require payments hereunder otherwise than in accordance with the terms hereof
or have any rights in or to the amounts in the Accounts except as specifically
provided herein. 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 constitute a trust or be deemed to be held
in trust for the benefit of any Participant or Beneficiary hereunder or any of
their personal representatives. In the event that neither a Participant nor
Beneficiary survives to receive distribution of amounts in the Accounts, such
amounts shall forfeited and the Company shall have no further obligations or
liability with respect thereto.

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                                  ARTICLE VIII
                                    THE TRUST
                                    ---------

8.01     ESTABLISHMENT OF TRUST. The Company has established a trust fund for
         the purpose of providing a source from which to pay benefits under the
         Plan; provided, however, that the Trust is at all times subject to the
         claims of the Company's creditors in the event of the Company's
         insolvency or bankruptcy.

8.02     CONTRIBUTIONS TO THE TRUST. Contributions shall be made to the Trust in
         one or more installments during the Plan Year or as soon as practicable
         after the close of the Plan Year, but in no event later than ninety
         (90) days after the close of the Plan Year. An amount equal to the
         interest, earnings and appreciation of Shadow Units shall be
         contributed to the Trust before the end of the calendar quarter
         immediately following the calendar quarter in which such interest,
         earnings and appreciation were credited in accordance with the terms of
         the Plan.

8.03     SPENDTHRIFT PROVISION. Although amounts held in the Trust are held
         subject to the claims of the Company's creditors in the event of the
         Company's insolvency or bankruptcy, 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, executions, pledge,
         encumbrance, charge or any other legal or equitable process by a
         Participant or Beneficiary, and any attempt to do so will be void; not
         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, (ii) the recovery by the Plan of overpayment of benefits
         previously made to a Participant, or (iii) 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.

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                                   ARTICLE IX
                                    COMMITTEE
                                    ---------

9.01     COMPOSITION OF COMMITTEE. This Plan shall be administered by a
         Committee composed of not less than three (3) members of the Board, as
         shall from time-to-time be duly appointed by the Board and who shall
         each thereafter serve, without compensation, until death, resignation
         or removal from such office. Any member of the Committee may resign at
         any time by notice in writing to the Company, and to the remaining
         members of the Committee. The Board may remove any member of the
         Committee at any time by written notice to him and to the remaining
         members of the Committee. In the event of the resignation, removal,
         death, inability or failure to act or continue to act of any member of
         the Committee at any time, a successor to such Member shall be
         appointed. It is the intention of the Company that there shall be at
         all times at least three Committee members acting hereunder, and that
         all vacancies shall be filled promptly. Nevertheless, in the event of
         and during any such vacancy, the remaining Committee members or member
         shall have and may exercise all powers of the Committee.

9.02     POWERS AND DUTIES OF COMMITTEE. Except as otherwise expressly provided
         in this Plan, the Committee shall have the full power and authority,
         within the limits provided by the Plan:
         (a)      to construe the Plan and determine all questions arising in
                  the administration of the Plan, including the power to
                  determine the rights or eligibility of employees and
                  Participants and their beneficiaries, and the amount of their
                  respective interests, and to make equitable adjustments for
                  any mistakes or errors made in the administration of the Plan,
                  and its decisions and actions made in good faith shall be
                  final and binding upon all persons hereunder;
         (b)      to adopt such rules and regulations as it may deem reasonably
                  necessary for the proper and efficient administration of the
                  Plan and consistent with its purposes;
         (c)      to enforce the Plan, in accordance with its terms and with the
                  rules and regulations adopted by the Committee;
         (d)      to delegate such of its authority as the Committee deems
                  appropriate to Company representatives and third party service
                  providers to facilitate the day-to-day administration of the
                  Plan; and
         (e)      to do all other acts which in its judgment are necessary or
                  desirable for the proper and advantageous administration of
                  the Plan.

9.03     COMMITTEE ACTION. The Committee shall act by the vote or concurrence of
         a majority of its members; but no member who is a Participant shall act
         on any matter that has particular reference to his own interest
         hereunder. No member of the Committee shall have any personal liability
         to anyone, either as such member or as an individual, for anything done
         or omitted to be done in good faith in carrying out the provisions of
         this Plan.
                                       15
<PAGE>   16

9.04     INDEMNIFICATION. In addition to such other rights of indemnification as
         the Committee members may have as members of the Board or as members of
         the Committee, the members of the Committee shall be indemnified by the
         Company against the reasonable expenses, including attorneys' fees,
         actually and necessarily incurred in connection with the defense of any
         action, suit or proceeding, or in connection with any appeal therein,
         to which the Committee members or any of one or more of them may be a
         party by reason of any action taken or failure to act under or in
         connection with the Plan, and against all amounts paid by them in
         settlement thereof (provided such settlement is approved by the
         Company), or paid by them in satisfaction of a judgment in any such
         action, suit or proceeding, except in relation to matters as to which
         it shall be adjudged in such action, suit or proceeding that such
         Committee member is liable for gross misconduct in his duties; provided
         that within sixty (60) days after the institution of such action, suit
         or proceeding, such Committee member shall in writing offer the Company
         the opportunity, at its own expense, to handle and defend the same.



                                       16
<PAGE>   17

                                    ARTICLE X
                                CHANGE OF CONTROL
                                -----------------

         In the event of a Change of Control, the amounts to which Participants
are entitled under Section 5.01 of this Plan shall be immediately distributed in
a lump sum cash payment to Participants. For purposes of this Plan, a Change of
Control shall be deemed to have occurred if:
         (i)      Any person (as such term is used in Sections 13(d) and
                  14(d)(2) of the Exchange Act) who or that, together with all
                  Affiliates and Associates of such person, is the Beneficial
                  Owner of ten percent (10%) or more of the shares of Common
                  Stock of the Company then outstanding, except:
                  (A)      the Company;
                  (B)      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;
                  (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; or
                  (D)      any such person who has reported or may, pursuant to
                           Rule 13d-1(b)(1) of the General Rules and Regulations
                           under the Exchange Act, report such ownership (but
                           only as long as such person is the Beneficial Owner
                           of less than fifteen percent (15%) of the shares of
                           Common Stock then outstanding) on Schedule 13G (or
                           any comparable or successor report) under the
                           Exchange Act.
                  Notwithstanding the foregoing: (1) no person shall become the
                  Beneficial Owner of ten percent (10%) or more (fifteen percent
                  (15%) or more in the case of any person identified in clause
                  (D) above) solely as the result of an acquisition of Common
                  Stock by the Company that, by reducing the number of shares
                  outstanding, increases the proportionate number of shares
                  beneficially owned by such person to ten percent (10%) or more
                  (fifteen percent (15%) or more in the case of any person
                  identified in clause (D) above) of the shares of Common Stock
                  then outstanding; provided, however, that if a person becomes
                  the Beneficial Owner of ten percent (10%) or more (fifteen
                  percent (15%) or more in the case of any person identified in
                  clause (D) above) of the shares of Common Stock solely by
                  reason of purchases of Common Stock by the Company and shall,
                  after such purchases by the Company, become the Beneficial
                  Owner of any additional shares of Common Stock which has the
                  effect of increasing such person's percentage ownership of the
                  then-outstanding shares of Common Stock by any means
                  whatsoever, then such person shall be deemed to have triggered
                  a Change of Control; and (2) if the Board of Directors
                  determines that a person who would otherwise be the Beneficial
                  Owner of ten percent (10%) or more (fifteen percent (15%) or
                  more in the case of any person identified in clause (D) above)
                  of the shares of Common Stock has become such inadvertently
                  (including, without limitation, because (i) such person was
                  unaware that it Beneficially Owned ten

                                       17
<PAGE>   18

                  percent (10%) or more (fifteen percent (15%) or more in the
                  case of any person identified in clause (D) above) of the
                  shares of Common Stock or (ii) such person was aware of the
                  extent of such beneficial ownership but such person acquired
                  beneficial ownership of such shares of Common Stock without
                  the intention to change or influence the control of the
                  Company) and such person divests itself as promptly as
                  practicable of a sufficient number of shares of Common Stock
                  so that such person would no longer be the Beneficial Owner of
                  ten percent (10%) or more (fifteen percent (15%) or more in
                  the case of any person identified in clause (D) above), then
                  such person shall not be deemed to be, or have been, the
                  Beneficial Owner of ten percent (10%) or more (fifteen percent
                  (15%) or more in the case of any person identified in clause
                  (D) above) of the shares of Common Stock, and no Change of
                  Control shall be deemed to have occurred.
         (ii)     During any period of two consecutive years, individuals who at
                  the beginning of such period constituted the Board of
                  Directors of the Company and any new director (other than a
                  director initially elected or nominated as a director as a
                  result of an actual or threatened election contest with
                  respect to directors or any other actual or threatened
                  solicitation of proxies by or on behalf of such director)
                  whose election by the Board of Directors or nomination for
                  election by the Company's shareholders was approved by a vote
                  of at least two-thirds (2/3) of the directors then still in
                  office who either were directors at the beginning of the
                  period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute a
                  majority thereof.
         (iii)    There shall be consummated any consolidation, merger or other
                  combination of the Company with any other person or entity
                  other than:
                  (A)      a consolidation, merger or other combination which
                           would result in the voting securities of the Company
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting securities of the
                           surviving entity) more than fifty-one percent (51%)
                           of the combined voting power of the voting securities
                           of the Company or such surviving entity outstanding
                           immediately after such consolidation, merger or other
                           combination; or
                  (B)      a consolidation, merger or other combination effected
                           to implement a recapitalization and/or reorganization
                           of the Company (or similar transaction), or any other
                           consolidation, merger or other combination of the
                           Company, which results in no person (as such term is
                           used in Sections 13(d) and 14(d)(2) of the Exchange
                           Act), together with all Affiliates and Associates of
                           such person, becoming the Beneficial Owner of ten
                           percent (10%) or more (fifteen percent (15%) or more
                           in the case of any person identified in Section
                           1(c)(i)(D)) of the combined voting power of the
                           Company's then outstanding securities.
         (iv)     There shall be consummated any sale, lease, assignment,
                  exchange, transfer or other disposition (in one transaction or
                  a series of related transactions) of fifty percent (50%) or
                  more of the assets or earning power of the Company (including,

                                       18
<PAGE>   19

                  without limitation, any such sale, lease, assignment,
                  exchange, transfer or other disposition effected to implement
                  a recapitalization and/or reorganization of the Company (or
                  similar transaction)) which results in any person (as such
                  term is used in Sections 13(d) and 14(d)(2) of the Exchange
                  Act), together with all Affiliates and Associates of such
                  person, owning a proportionate share of such assets or earning
                  power greater than the proportionate share of the voting power
                  of the Company that such person, together with all Affiliates
                  and Associates of such person, owned immediately prior to any
                  such sale, lease, assignment, exchange, transfer or other
                  disposition.
         (v)      The shareholders of the Company approve a plan of complete
                  liquidation of the Company.
         For purposes of this Article X, a person (as such term is used in
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
         amended, hereinafter "Exchange Act") shall be deemed the "BENEFICIAL
         OWNER" of and shall be deemed to "beneficially own" any securities:
         (i)      which such person or any of such person's "Affiliates" or
                  "Associates" (as such terms are defined in Rule 12b-2, as in
                  effect on April 23, 1997, of the General Rules and under the
                  Exchange Act) is considered to be a "beneficial owner" under
                  Rule 13d-3 of the General Rules and Regulations under the
                  Exchange Act, as in effect on April 23, 1997;
         (ii)     which such person or any of such person's Affiliates or
                  Associates, directly or indirectly, has or shares the right to
                  acquire, hold, vote (except pursuant to a revocable proxy as
                  described in the proviso to this Section 1(b)) or dispose of
                  such securities (whether any such right is exercisable
                  immediately or only after the passage of time) pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing), or upon the exercise of conversion rights, exchange
                  rights, rights, warrants or options, or otherwise; provided,
                  however, that a person shall not be deemed to be the
                  Beneficial Owner of, or to beneficially own, securities
                  tendered pursuant to a tender or exchange offer made by or on
                  behalf of such person or any of such person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase or exchange; or
         (iii)    which are beneficially owned, directly or indirectly, by any
                  other person (or any Affiliate or Associate of such other
                  person) with which such person (or any of such person's
                  Affiliates or Associates) has any agreement, arrangement or
                  understanding (whether or not in writing), with respect to
                  acquiring, holding, voting (except as described in the proviso
                  to this Section 1(b)) or disposing of any securities of the
                  Company;
         provided, however, that a person shall not be deemed the Beneficial
         Owner of, nor to beneficially own, any security if such person has the
         right to vote such security pursuant to an agreement, arrangement or
         understanding which (I) arises solely from a revocable proxy given to
         such person in response to a public proxy or consent solicitation made
         pursuant to, and in accordance with, the applicable rules and
         regulations under the Exchange Act, and (II) is not also then
         reportable on Schedule 13D (or any comparable or

                                       19
<PAGE>   20

         successor report) under the Exchange Act; and provided, further, that
         nothing in this Section 1(b) shall cause a person engaged in business
         as an underwriter of securities to be the Beneficial Owner of, or to
         beneficially own, any securities acquired through such person's
         participation in good faith in a firm commitment underwriting until the
         expiration of forty (40) days after the date of such acquisition or
         such later date as the Board of Directors may determine in any specific
         case.

                                       20
<PAGE>   21

                                   ARTICLE XI
                                CLAIMS PROCEDURE
                                ----------------

         Any Participant who believes that he is entitled to a benefit under the
Plan which he has not received because the Committee has denied the benefit in
whole or in part, may file with the Committee a written claim specifying the
basis of his complaint and the facts upon which he relies in making such claim.
Such claim must be signed by the claimant or his authorized representative and
shall be deemed filed when received by the Committee. Unless such claim is
allowed in total by the Committee, the Committee shall respond in writing to the
claimant advising him of the total or partial denial of his claim. Such notice
shall include:
         (a)      The reasons for denial of the claim;
         (b)      Reference to the provisions of the Plan upon which the denial
                  of the claim was based;
         (c)      A description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such material and information is necessary;
                  and
         (d)      An explanation of the review procedure.
Within six (6) months after the mailing of such notice of denial, the claimant
can appeal such denial by filing with a special review committee appointed by
the Committee his written request for the review of said claim. A special review
committee shall consist of no less than three (3) disinterested parties to the
claimant who are not part of the Committee. If an appeal is so filed within six
(6) month period, the special review committee shall conduct a full and fair
review of such claim and mail to the claimant not later than sixty (60) days
after receipt of a request for review a written decision of the matter based
upon the facts and pertinent provisions of the Plan. Such decision shall state
the reason for the decision as well as references to the pertinent Plan
provisions in which the decision is based. During the full review, the claimant
shall be given the opportunity to review documents that are pertinent to his
claim and to submit issues and comments in writing to the special review
committee, or, if he requests a hearing, to present his case in person or by an
authorized representative at a hearing scheduled by the special review
committee. In the event the claimant requests a hearing, the time period for the
special review committee to render a decision upon a claim shall be extended
from sixty (60) to one hundred twenty (120) days after receipt of request for
review.



                                       21
<PAGE>   22

                                   ARTICLE XII
                                    AMENDMENT
                                    ---------

         The Company, by written instrument executed by the Company, shall have
the right to amend the Plan, at any time, including retroactively, and all
parties claiming any interest thereunder shall be bound thereby.


                                       22
<PAGE>   23

                                  ARTICLE XIII
                                   TERMINATION

13.01    RIGHT TO TERMINATE. The Company reserves the right, at any time, to
         terminate its obligation to make contributions to the Trust or to
         further credit Accounts. The Company also reserves the right, at any
         time, to suspend crediting Accounts for a fixed or indefinite period of
         time. The Company shall have the right to terminate or amend the Plan
         at any time in such manner and to such extent as the Company may in its
         sole discretion deem advisable and in the best interest of the Company.

13.02    AUTOMATIC TERMINATION OF CONTRIBUTIONS. The liability of the Company to
         make future contributions to the Trust or credit Accounts shall
         automatically terminate upon dissolution of the Company, upon its
         adjudication as bankrupt, or upon the making of a general assignment
         for the benefit of creditors.

13.03    ALLOCATION AND DISTRIBUTION. This Section shall become operative upon
         termination of the Plan. Upon the effective date of termination,
         notwithstanding any other provisions of the Plan, no persons who were
         not theretofore Participants shall be eligible to become Participants,
         and all interests of Participants not theretofore vested shall become
         immediately fully (100%) vested. The value of the Accrued Benefit of
         all Participants and Beneficiaries shall be determined and distributed
         to them as soon as practicable after the end of the quarter in which
         such termination occurs. All Participants shall receive distributions
         in a uniform manner in a cash lump sum. The provisions set forth in
         this Section shall be subject to such modification, including
         retroactively, without necessity of formal amendment to the Plan, as
         may be necessary, in the opinion of the Company, to cause the
         termination of the Plan and/or Trust, or to conform to any requirements
         of law.

                                       23
<PAGE>   24

                                   ARTICLE XIV
                                  MISCELLANEOUS
                                  -------------

14.01    EFFECT OF IRS DETERMINATION. Notwithstanding anything in this Plan to
         the contrary, in the event the Internal Revenue Service rules
         unfavorably as to the tax consequences of deferrals made under this
         Plan for any Plan Year, the Board may take any such action as it deems
         necessary or appropriate, including action to restore Participants to
         substantially the same position they would have enjoyed had this Plan
         not been effective for such Plan Year.

14.02    LIMITATIONS ON LIABILITY OF COMPANY. 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 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 Accrued 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 or any
         contribution thereto or distribution therefrom.

14.03    ENFORCEABILITY. If any provision of this Plan is finally adjudicated by
         a court of competent jurisdiction as being illegal or unenforceable,
         this Plan shall be interpreted and administered as though said illegal
         or unenforceable provisions had been deleted from the Plan.

14.04    UNFUNDED PLAN. The Plan is intended to be an unfunded plan for purposes
         of the Employee Retirement Income Security Act of 1974, as amended
         ("ERISA"). The establishment of the Trust shall not cause this Plan to
         be deemed funded for purposes of ERISA.

14.05    PAYMENT OF ADMINISTRATIVE EXPENSES. Expenses incurred in the
         administration and operation of the Plan shall be paid by the Company.

14.06    GOVERNING LAW. The laws of the State of Ohio shall govern, control and
         determine all questions arising with respect to the Plan and the
         interpretation and validity of its respective provisions, except where
         those laws are preempted by the laws of the United States.

                                       24
<PAGE>   25

14.07    NO RIGHT TO EMPLOYMENT. Participation under the Plan will not give any
         Participant the right to be retained in the service of the Company nor
         any right or claim to any benefit under the Plan unless such right or
         claim has specifically accrued hereunder.

14.08    PARTICIPANTS ARE GENERAL CREDITORS. All payments to be made hereunder
         shall be made in cash from the Trust or the general revenues and assets
         of the Company. To the extent that any Participant or other person
         acquires a right to receive payments under this Plan, such right shall
         be no greater than the right of an unsecured general creditor of the
         Company.

14.09    DECISIONS INVOLVING OWN BENEFITS. Notwithstanding any other provisions
         in Article IX, a Participant or Beneficiary, who has decision making or
         other administrative authority with respect to the Plan may not decide
         matters affecting his or her own benefits under the Plan as a
         Participant functioning in such capacity.

14.10    CONSTRUCTION. Where headings have been supplied for portions of the
         Plan, they have been supplied for convenience only and are not to be
         taken as limiting or excluding the meaning of any portion of the Plan.
         Whenever the word "person" appears in the Plan, it shall refer to both
         natural and legal persons. The singular or plural number or masculine,
         feminine and neuter gender shall each be deemed to include the other.

         IN WITNESS WHEREOF, the Company has caused the Plan to be executed
effective as of the 1st day of April, 1997, except as otherwise specifically
provided herein.


ATTEST:                                     THE SHERWIN-WILLIAMS COMPANY

/s/                                         By:/s/
--------------------------------               ---------------------------------
                                            Title:
                                                  ------------------------------


                                       25