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                                                                   EXHIBIT 10(f)

                          THE SHERWIN-WILLIAMS COMPANY
                       DEFERRED COMPENSATION SAVINGS 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 except as otherwise
specifically provided herein, The Sherwin-Williams Company Deferred Compensation
Savings Plan ("Plan") which was originally established January 1, 1991 and
amended pursuant to Amendment No. 1 effective January 1, 1993. The purpose of
the Plan is to offer certain highly compensated employees a supplement to
participation in The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan without the various limitations and restrictions imposed by the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the
Internal Revenue Code of 1986, as amended ("Code"), including the limitations
and restrictions applicable to cash or deferred arrangements maintained under
Section 401(k) of the Code.

                                    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:

1.1      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 provided in Section
         4.1.

1.2      ACCRUED BENEFIT. The balance of a Participant's or Beneficiary's
         Accounts, including contributions, income, gains and losses (whether or
         not realized) allocated or attributable thereto.

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

1.4      BOARD.  The Board of Directors of the Company.

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

1.6      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 foregoing.

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1.7      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.

1.8      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.

1.9      COMPANY CONTRIBUTIONS. Contributions and/or allocations made in
         accordance with Section 4.3.

1.10     COMPANY CONTRIBUTIONS ACCOUNT. The account established and maintained
         pursuant to Section 4.1(a).

1.11     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.

1.12     COMPENSATION.  Compensation shall mean:

         (a)      (i)      compensation paid by the Company to an Eligible
                           Employee during the taxable year ending with or
                           within the Plan Year which is required to be reported
                           as wages on the Eligible Employee's Form W-2; or

                  (ii)     at the election of the Company, such other amounts
                           paid to the Eligible Employee as determined in
                           accordance with the regulations issued by the
                           Secretary of the Treasury which do not discriminate
                           in favor of Highly Compensated Employees (as such
                           term is defined in the Stock Purchase Plan); and
         (b)      compensation paid by the Company during the taxable year
                  ending with or within the Plan Year which is not currently
                  includible in the Eligible Employee's gross income by reason
                  of the application of Sections 125, 402(a)(8), 402(h) or
                  403(b) of the Code.

1.13     DISTRIBUTION ACCOUNT. The Account established and maintained for a
         Participant pursuant to Section 4.1(c) with respect to the
         Participant's vested Accrued Benefit as of his Distribution Date.

1.14     DISTRIBUTION DATE. The date on which a Participant: (1) dies while in
         the active employ of the Company or (2) otherwise terminates his
         employment with the Company. Notwithstanding the foregoing, the
         Distribution Date of a Participant subject to Rule 16b-3 issued under
         the Securities Exchange Act of 1934 (or any successor rule to the same
         effect), if such transaction would not otherwise be exempt under such
         Rule 16b-3, shall be the date not less than six (6) months and one (1)
         day from the date on which Shadow Units


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         or fractions thereof were credited to or transferred from such
         Participant's Shadow Company Stock Fund Account.

1.15     EARNINGS. All cash Compensation payable by the Company to an Eligible
         Employee (before payroll deductions, salary reduction contributions or
         any other pre-tax deductions) during the Plan Year, for the period the
         Eligible Employee was a Participant, for services rendered after the
         Effective Date, but excluding any Compensation which might otherwise
         constitute Earnings, which Compensation is designated by the Company at
         the time of its authorization, or in the contract for its payment, as
         not constituting Earnings for purposes of the Plan; for example,
         severance pay and tuition aid.

1.16     EFFECTIVE DATE.  The effective date of the Plan is January 1, 1991.

1.17     ELIGIBLE EMPLOYEE. Any person employed by the Company, its affiliates
         or subsidiaries who is selected by the Committee, in its sole
         discretion, to participate in the Plan.

1.18     EMPLOYEE DEFERRALS. Contributions and/or allocations made in accordance
         with Section 4.2.

1.19     EMPLOYEE DEFERRALS ACCOUNT. The account established and maintained
         pursuant to Section 4.1(b).

1.20     ENROLLMENT DATE.  The first day of January, April, July and October.

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

1.22     LONG TERM DISABILITY. An absence from work for a period in excess of
         two (2) years because of the inability of the Participant to perform
         the duties of the Participant's occupation or any substantial gainful
         occupation for which the Participant is qualified by reason of
         training, education and experience, as determined by the Committee on a
         uniform and consistent basis.

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

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

1.25     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


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         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.

1.26     PRIME RATE FUND. The investment fund established and maintained for a
         Participant with respect to any amounts of Accrued Benefit which are to
         be so invested pursuant to Section 4.4(a).

1.27     SHADOW COMPANY STOCK FUND. The investment fund established and
         maintained for a Participant with respect to any amounts of Accrued
         Benefit which are to be invested pursuant to Section 4.4(b).

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

1.29     STOCK PURCHASE PLAN. The Sherwin-Williams Company Employee Stock
         Purchase and Savings Plan, as amended from time-to-time.

1.30     TRUST.  A trust fund established pursuant to Section 8.1.

1.31     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.

1.32     VESTING SERVICE. Any period of service for which an individual receives
         credit for vesting in accordance with the Stock Purchase Plan.


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                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

         Participation in the Plan is voluntary. An Eligible Employee shall
become a Participant in the Plan as of the first Enrollment Date occurring on or
after the date which such Eligible Employee (1) is so designated by the
Committee, in its sole discretion; and (2) elects to participate, in the manner
designated by the Committee, but in no event later than the date participation
hereunder is to commence. Once an Eligible Employee becomes a Participant, he
shall remain a Participant (regardless of whether further Employee Deferrals or
Company Contributions are made) until the later of: (i) his Distribution Date or
(ii) the date of his final payment if the Participant elects payments over a
period of years pursuant to Article VI.



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                                   ARTICLE III
                                 VESTING SERVICE

3.1      VESTING UPON DEATH OR LONG TERM DISABILITY. If a Participant dies while
         in the employ of the Company or in the event of Long Term Disability,
         the Participant shall be deemed to be one hundred percent (100%) vested
         in his Accrued Benefit regardless of the Participant's Vesting Service
         at his date of death or at the time of Long Term Disability.

3.2      VESTING UPON TERMINATION. If a Participant terminates employment for
         any reason other than death or Long Term Disability, the Participant
         shall be vested in his Accrued Benefit as follows:
         (a)      Each Participant shall at all times be one hundred percent
                  (100%) vested in all amounts credited to his Employee
                  Deferrals Account.
         (b)      Each Participant shall acquire a vested interest in amounts
                  credited to his Company Contributions Account, determined on
                  the basis of the number of years of Vesting Service, according
                  to the following schedule:

                        Years of
                       Vesting Service           Percentage Vested
                       ---------------           -----------------

                       Less than 3                         0%
                       3 but less than 4                  50%
                       4 but less than 5                  75%
                       5 or more                         100%

         (c)      All interest and earnings credited to a Participant's Company
                  Contributions Account shall at all times be one hundred
                  percent (100%) vested.
         (d)      Notwithstanding anything in Article X to the contrary, no Plan
                  amendment changing the Plan's vesting schedule may reduce the
                  vested percentage of a Participant's Accrued Benefit
                  determined as of the later of the date the amendment is
                  adopted or the date the amendment becomes effective.

3.3      FORFEITURES. As soon as practicable after the end of the calendar month
         in which the Participant's Distribution Date occurs, the Company shall
         distribute, in accordance with Article VI and subject to the remaining
         provisions of this Section 3.3, the value of all vested amounts
         credited to such Participant's Accounts. The Participant will forfeit
         the non-vested portion of his Accrued Benefit as of his Distribution
         Date. The aggregate of any forfeitures occurring in a Plan Year shall
         be used to reduce any Company Contributions to the Trust attributable
         to the Plan Year in which the forfeitures occurred. Any excess of
         forfeitures over the Company Contributions shall be applied as soon as
         practicable to reduce Company Contributions attributable to subsequent
         Plan Years.


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                                   ARTICLE IV
                                  CONTRIBUTIONS
                                  -------------

4.1      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)    COMPANY CONTRIBUTIONS ACCOUNT. The Company Contributions Account
                maintained for each Participant shall be credited with all
                Company Contributions made on behalf of the Participant
                pursuant to Section 4.3.
         (b)    EMPLOYEE DEFERRALS ACCOUNT. The Employee Deferrals Account
                maintained for each Participant shall be credited with all
                Employee Deferrals made on behalf of the Participant pursuant
                to Section 4.2.
         (c)    DISTRIBUTION ACCOUNT. The Distribution Account shall, upon a
                Participant's Distribution Date, be credited with the
                vested portion of Participant's Accrued Benefit and his other
                Accounts charged accordingly. For all periods after the
                Distribution Date, with respect to any Company Contributions or
                Employee Deferrals contributed: (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.

4.2      EMPLOYEE DEFERRALS. A Participant may elect each calendar year to
         reduce his Compensation, and to receive instead a corresponding credit
         under the Plan as of each Valuation Date of not less than one percent
         (1%) and not more than seven percent (7%) of his estimated Earnings for
         the Plan Year plus any amounts in excess of seven percent (7%) which
         arise pursuant to Section 15.09(B) of the Stock Purchase Plan;
         provided, however that the sum of (i) a Participant's "Salary Reduction
         Contributions" made pursuant to Section 4.01 of the Stock Purchase Plan
         and (ii) a Participant's Employee Deferrals made pursuant to this
         Section, shall not exceed seven percent (7%) of the Participant's
         Earnings for the Plan Year except to the extent that any amounts in
         excess of seven percent (7%) arise pursuant to Section 15.09(B) of the
         Stock Purchase Plan. Except for a new Participant, a Participant's
         deferral election for a calendar year must be made before the calendar
         year begins and cannot be amended or revoked during the year. A new
         Participant's deferral election for the portion of the year following
         his Enrollment Date shall be made prior to the applicable Enrollment
         Date. Notwithstanding anything herein to the contrary, a Participant
         shall not be eligible to elect for any Plan Year to have Employee
         Deferrals made on his behalf unless such Participant first elects to
         have the maximum amount of "Salary Reduction Contributions" (as such
         maximum may be determined by the "Administration Committee" (as such
         term is defined in the Stock Purchase Plan) in accordance with terms of
         the Stock Purchase Plan) contributed to the Stock Purchase Plan
         pursuant to Section 4.01 of the Stock Purchase Plan, except to the
         extent such Employee Deferrals arise pursuant to Section 15.09(B) of
         the Stock Purchase Plan.


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4.3      FAILURE TO ELECT EMPLOYEE DEFERRALS. An Eligible Employee who fails to
         return a completed election form on or before the specified due date
         for the Plan Year in which he is eligible to become a Participant,
         shall be deemed to have elected not to participate in the Plan. A
         Participant who fails to return a completed election form on or before
         the specified due date for any subsequent Plan Year shall be deemed to
         have made the same election as was in effect just prior to the end of
         the preceding Plan year. The Participant shall also be deemed to have
         agreed to a reduction in his Compensation for the subsequent Plan Year
         equal to the amount of the Employee Deferrals deemed elected.

4.4      COMPANY CONTRIBUTIONS.
         (a)      As of each Valuation Date, the Company shall credit the
                  Company Contributions Account of each eligible Participant
                  with an amount equal to fifty percent (50%) of the amount
                  deferred by the Participant to his Employee Deferrals Account
                  during the month ending on the applicable Valuation Date;
                  provided, however, that the amount credited to a Participant's
                  Company Contributions Account under this Section shall not
                  exceed (i) three and one-half percent (3.5%) of the
                  Participant's Earnings for such month ending on the applicable
                  Valuation Date, less (ii) the Participant's "Company
                  Contribution" for such month made pursuant to Section 6.01(b)
                  of the Stock Purchase Plan; and that no Company Contributions
                  shall be credited with respect to any amount deferred by the
                  Participant to his Employee Deferrals Account pursuant to
                  Section 15.09(B) of the Stock Purchase Plan.
         (b)      As of each Valuation Date, the Company shall credit the
                  Company Contributions Account of each eligible Participant
                  with an amount equal to the excess, if any, of:
                  (i)      the amount which would have been allocated to the
                           Company Contributions Account of an eligible
                           Participant pursuant to the terms of the Stock
                           Purchase Plan, including Section 6.01(c) of the Stock
                           Purchase Plan, as of the end of such Valuation Date,
                           if the provisions of the Stock Purchase Plan were
                           administered without regard to the limitations and
                           restrictions of the Code and without regard to any
                           other limiting provisions under the Stock Purchase
                           Plan, over
                  (ii)     the amounts that were, in fact, allocated as of such
                           Valuation Date to the account of such Participant
                           pursuant to the terms of the Stock Purchase Plan.
         Notwithstanding anything in Section 4.3(b) to the contrary, if the
         "Administration Committee" of the Stock Purchase Plan determines that a
         portion of the bonus contribution made pursuant to Section 6.01(c) of
         the Stock Purchase Plan may be paid in cash to certain "Members" of the
         Stock Purchase Plan who are also Participants, then such amounts may be
         distributed in cash to each such Participant; provided, that the
         Participant elected to receive such portion of the bonus contribution
         in cash prior to the calendar year in which the distribution is made.
         Amounts credited under this Section to any Participant shall be
         computed in accordance with the foregoing and with the objective that
         such Participant should receive, in aggregate, under this Section 4.4
         and the Stock Purchase Plan, the total


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         amount which would have been payable to that Participant solely
         pursuant to the terms of the Stock Purchase Plan had the limitations
         and restrictions of the Code not been applicable thereto and without
         regard to any other limiting provisions under the Stock Purchase Plan.

4.5      INVESTMENT FUNDS. The Committee shall establish the following
         investment funds under the Plan:
         (a)      PRIME RATE FUND. The Prime Rate Fund shall accrue interest
                  based on Prime Rate.
         (b)      SHADOW COMPANY STOCK FUND. The Shadow Company Stock Fund 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 Accrued Benefit credited
                  to the Shadow Company Stock Fund on the Valuation Date.

4.6      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, except as provided in Section 4.7 hereof, may
         direct the Company as to how his Accrued Benefit should be allocated
         between the Prime Rate Fund and the Shadow Company Stock Fund. A
         Participant's investment direction shall specify the percentage of his
         Accrued Benefit which is to be invested in each of the Prime Rate Fund
         and the Shadow Company Stock Fund. If a Participant fails to direct the
         investment of any of his Accrued Benefit, all such undirected amounts
         will be credited to the Shadow Company Stock Fund.

4.7      DIVERSIFICATION OF INVESTMENTS. Notwithstanding anything contained in
         the Plan to the contrary, a Participant who is eligible to diversify
         investments pursuant to Section 8.05(a) of the Stock Purchase Plan
         shall be permitted to direct the Company, beginning with the Plan Year
         following the Plan Year in which the Participant satisfies the age and
         service requirements set forth in Section 8.05(a) of the Stock Purchase
         Plan, to invest his Accrued Benefit allocated to the Shadow Company
         Stock Fund to the same extent and subject to the same limitations as
         set forth in such Section 8.05(a), in the investment funds made
         available for diversification pursuant to the Stock Purchase Plan,
         except that any such direction shall be given prior to the Plan Year
         for which such direction is to become effective. A Participant's
         investment direction shall specify the percentage of his Accrued
         Benefit which is to be invested in each of the investment funds. If a
         Participant fails to direct the investment of any of his Accrued
         Benefit, all such undirected amounts will be credited to the Shadow
         Company Stock Fund.


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                                    ARTICLE V
                             ENTITLEMENT TO BENEFITS
                             -----------------------

5.1      DEATH. If a Participant dies while in the employ of the Company, the
         full value of his Accrued Benefit, valued in accordance with Article
         VI, shall become payable to the Participant's designated Beneficiary as
         of his Distribution Date.

5.2      OTHER TERMINATIONS. If a Participant terminates employment for any
         reason other than death, the Participant shall become entitled to the
         vested portion of his Accrued Benefit, determined in accordance with
         the provisions of Section 3.2, and valued and payable according to the
         provisions of Article VI.

5.3      HARDSHIP DISTRIBUTIONS. After a Participant has five (5) years of
         Vesting Service and upon thirty (30) days prior written application
         effective as of the applicable Valuation Date but not more than once in
         any five (5) year period, 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 an approval 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 a Participant resulting from a sudden and
                   unexpected illness or accident of the Participant or a
                   dependent (as defined in Section 152(a) of the Code) 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 an 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
                        such liquidation would not itself cause severe financial
                        hardship; or
                  (iii) By cessation of deferrals under the Plan.
         (e)       If a hardship distribution is approved, the withdrawal shall
                   be deemed to be made pro rata from the various investment
                   funds held in his Accounts in the following order:
                   (i)   from his Company Contributions Account; and
                   (ii)  from his Employee Deferrals Account.

5.4      DEATH PRIOR TO COMPLETE DISTRIBUTION. If a Participant or Beneficiary
         dies before receiving a complete distribution of his vested Accrued
         Benefit under the Plan under any of the following circumstances:

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         (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 vested Accrued Benefit 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 6.2 as the Committee, in
                  its sole discretion, shall determine.

5.5      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.

5.6      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.

5.7      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 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 5.7, 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


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                  of such Accrued Benefits 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 5.7 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 5.7 is
         known to the Committee, then the Committee will notify such person of
         any action contemplated by it pursuant to this Section 5.7, by letter
         addressed to him at such last known address.



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                                   ARTICLE VI
                            DISTRIBUTION OF BENEFITS
                            ------------------------

6.1      DETERMINING AMOUNT. Upon his Distribution Date, a Participant (or his
         Beneficiary) shall become entitled to receive his Accrued Benefit, to
         the extent then vested, in accordance with this Article VI.
         Determination of the amount to be distributed shall be based upon the
         valuation of the Participant's Accrued Benefit made as of the Valuation
         Date coincident with the Participant's Distribution Date.

6.2      FORM OF PAYMENT. The amount to which a Participant (or his Beneficiary)
         is entitled shall be distributed in cash. A Participant's vested
         Accrued Benefit will be paid by the Company to him or, in the event of
         his death, to the Participant's Beneficiary, in one of the following
         forms, as elected by the Participant:
         (a)      in a cash lump sum;
         (b)      solely with respect to a Participant whose Accrued Benefit
                  exceeds Ten Thousand and 00/100 Dollars ($10,000.00) as of his
                  Distribution 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 Accrued Benefit
                  exceeds Twenty-five Thousand and 00/100 Dollars ($25,000.00)
                  as of his Distribution Date, in substantially equal monthly
                  installments over either: (i) a ten (10) year period (one
                  hundred twenty (120) monthly installments); or (ii) 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 Accrued Benefit 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
         Distribution Date. If a Participant fails to elect a manner of payment,
         the Participant shall receive a cash lump sum. Upon the Distribution
         Date, an amount equal to the aggregate value (as determined in
         accordance with Section 6.1) of the Participant's Shadow Company Stock
         Fund, his Prime Rate Fund and any other investment funds made available
         for diversification, shall be credited to his Distribution Account and
         the Participant's Shadow Company Stock Fund, Prime Rate Fund and any
         other investment funds shall be eliminated. Amounts held pending
         distribution pursuant to this Section 6.2 shall continue to be credited
         with interest in accordance with the provisions of Section 4.1(c).

6.3      BENEFIT COMMENCEMENT DEADLINE. The payment of benefits under the Plan
         to each Participant will commence as soon as practicable after the
         Valuation Date on which such Participant's Distribution Date occurs.


                                       13
<PAGE>   14


                                   ARTICLE VII
                         BENEFICIARIES; PARTICIPANT DATA
                         -------------------------------

7.1      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 vested Accrued Benefit
         under the Plan shall be distributed in the event of his death prior to
         the full receipt of his interest under the 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 written instrument delivered in accordance with this Section
         7.1. Each designation will revoke all prior designations by the same
         Participant

7.2      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.


                                       14
<PAGE>   15

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

8.1      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.

8.2      CONTRIBUTIONS TO THE TRUST. Company Contributions and Employee
         Deferrals 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.

8.3      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, execution, pledge,
         encumbrance, charge or any other legal or equitable process by a
         Participant or Beneficiary, and any attempt to do so will be void; nor
         will any benefit be in any manner liable for or subject to the debts,
         contracts, liabilities, engagements or torts of the person entitled
         thereto. However, (i) the withholding of taxes from Plan benefit
         payments, (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.


                                       15
<PAGE>   16

                                   ARTICLE IX
                                    COMMITTEE

9.1      COMPOSITION OF COMMITTEE. The 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 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.

9.2      POWERS AND DUTIES OF COMMITTEE. Except as otherwise expressly provided
         in the Plan, the Committee shall have the full power and authority,
         within the limits provided by the Plan, to:
         (a)      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, Participants and
                  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 good faith
                  decisions and actions shall be final and binding upon all
                  persons hereunder;
         (b)      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)      Enforce the Plan, in accordance with its terms and the rules
                  and regulations adopted by the Committee;
         (d)      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)      Do all other acts which in its judgment are necessary or
                  desirable for the proper and advantageous administration of
                  the Plan.

9.3      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.


                                       16
<PAGE>   17

9.4      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.


                                       17
<PAGE>   18

                                    ARTICLE X
                                CHANGE OF CONTROL

         In the event of a Change of Control, the amounts to which Participants
are entitled under Section 6.1 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: (A) 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 (B) 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 (1) such person was
                  unaware that it Beneficially Owned ten


                                       18
<PAGE>   19

                  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 (2) 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,


                                       19
<PAGE>   20

                  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 (A) 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 (B) is not also then reportable
         on Schedule 13D (or any comparable or


                                       20
<PAGE>   21

         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.


                                       21
<PAGE>   22


                                   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.


                                       22
<PAGE>   23


                                   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.





                                       23
<PAGE>   24

                                  ARTICLE XIII
                                   TERMINATION
                                   -----------

13.1     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.

13.2     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.

13.3     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.


                                       24
<PAGE>   25

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

14.1     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.

14.2     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.

14.3     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.

14.4     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.

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

14.6     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


                                       25
<PAGE>   26

         respective provisions, except where those laws are preempted by the
         laws of the United States.

14.7     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.

14.8     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.

14.9     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 and
its seal to be affixed hereto, effective as of the 1st day of April, 1997,
except as otherwise specifically provided herein.


ATTEST:                                     THE SHERWIN-WILLIAMS COMPANY

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



                                       26