MONITOR AGREEMENT

This MONITOR AGREEMENT (“Agreement”) entered into by and between The 

Sherwin-Williams Company (“SW”), The Valspar Corporation (“Valspar”) (collectively, 

“Respondents”) and Analysis Group, Inc., including Rebecca Kirk Fair (“Monitor”) provides as 

follows: 

PRELIMINARY STATEMENT

WHEREAS, the United States Federal Trade Commission (the “Commission”) has 

accepted or will shortly accept for Public Comment an Agreement Containing Consent Orders 

(“Consent Agreement”) incorporating a Decision and Order (“Decision and Order”), which, 

among other things, requires Respondents to divest the Industrial Wood Coatings Business and 

grant a Shared Intellectual Property License, as defined in the Decision and Order, and 

contemplates the appointment of a Monitor to monitor Respondents’ compliance with its 

obligations under the Decision and Order: 

WHEREAS, the Commission has appointed Rebecca Kirk Fair of Analysis Group, Inc. 

as Monitor pursuant to the Decision and Order, and Rebecca Kirk Fair has consented to such 

appointment; 

WHEREAS, the Decision and Order further provides that Respondents shall execute an

agreement, subject to the prior approval of the Commission, that confers all the rights and

powers necessary to permit the Monitor to monitor Respondents’ compliance with the terms of 

the Decision and Order as described in more detail in this Agreement; and

WHEREAS, the parties to this Agreement intend to be legally bound, subject only to the

Commission's approval of this Agreement. 

NOW, THEREFORE, the parties agree as follows:

All capitalized terms used in this Agreement and not specifically defined herein shall

have the respective definitions given to them in the Decision and Order. 

ARTICLE I

1.1 Monitor's Areas of Responsibilities. The Monitor shall be responsible for 

monitoring Respondents’ compliance with the Decision and Order and the Divestiture 

Agreement, as defined in the Decision and Order (together, the “Monitor’s Areas of 

Responsibilities”). The Monitor understands that in carrying out its responsibilities, it shall act 

in a fiduciary capacity for the benefit of the Commission. 

1.2 Access to Relevant Information and Facilities. The Monitor shall have full and 

complete access to the personnel, facilities, books, and records of Respondents related to

Respondents’ obligations under the Decision and Order and Divestiture Agreements, as the 

Monitor may reasonably request. Respondents shall cooperate with any reasonable request of 
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the Monitor. The Monitor shall give Respondents reasonable notice of any request for such 

access or such information and shall attempt to schedule any access or requests for information 

in such a manner as will not unreasonably interfere with Respondents’ operations. At the request 

of the Monitor, Respondents shall promptly arrange meetings and discussions, including tours of 

relevant facilities, at reasonable times and locations between the Monitor and employees of

Respondents who have knowledge relevant to the proper discharge of Monitor’s responsibilities 

under the Decision and Order. 

1.3 Compliance Reports. Respondents shall provide the Monitor with copies of all 

compliance reports filed with the Commission in a timely manner, but in any event, no later than

five (5) days after the date on which Respondents file such report with the Commission;

1.4 Monitor's Obligations. The Monitor shall: 

a. carry out the Monitor's duties and responsibilities within the Monitor's Areas 

of Responsibilities, including submission of periodic reports, and such 

additional written reports as may be requested by the Commission staff, to the 

Commission staff regarding Respondents’ compliance with the Decision and

Order;

b. maintain the confidentiality of all confidential information, including

Confidential Business Information, and any other information provided to the 

Monitor by Respondents, the Acquirer of the Industrial Wood Coatings 

Business, any supplier or customer of Respondents or the Industrial Wood 

Coatings Business, or the Commission, and shall use such information only 

for the purpose of discharging its obligations as Monitor and not for any other 

purpose, including, without limitation, any other business, scientific, 

technological, or personal purpose. The Monitor may disclose confidential 

information only to: 

i. persons employed by or working with the Monitor under this 

Agreement; and

ii. persons employed at the Commission.

c. require any consultants, accountants, attorneys, and any other representatives 

and/or assistants retained by the Monitor to assist in carrying out the duties

and responsibilities of the Monitor to execute a confidentiality agreement,

which Respondents will provide if requested, that requires such third parties to 

treat confidential or proprietary information, including Confidential Business 

Information, with the same standards of care and obligations of confidentiality 

to which the Monitor must adhere under this Agreement; 

d. maintain the confidentiality, for a period of five (5) years after the termination

of this Agreement, of all other aspects of the performance of its duties under 

this Agreement and shall not disclose any confidential or proprietary 
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information, including Confidential Business Information, relating thereto; 

and

e. upon the termination of the Monitor's duties under this Agreement, promptly 

destroy all written and electronic materials (both originals and copies) that

relate to the performance of the Monitor's responsibilities under this 

Agreement.

1.5 Monitor Payment. SW will pay the Monitor its standard hourly fee (“Hourly Fee”) 

for all reasonable time spent in performance of the Monitor's duties under this Agreement. 

Rebecca Kirk Fair’s current hourly fee is . In addition, SW will pay: (a) out-ofpocket expenses reasonably incurred by the Monitor in the performance of the Monitor's duties; 

and (b) fees and disbursements reasonably incurred by such consultants, accountants, attorneys, 

and other representatives and assistants as are reasonably necessary to carry out the Monitor’s 

duties and responsibilities hereunder; however, all such out-of-pocket expenses and fees and

disbursements shall be pre-approved by SW, which shall not withhold approval unreasonably. 

The Monitor shall invoice SW on a monthly basis, within seven (7) days of the conclusion of the 

month, including details and an explanation of all matters for which the Monitor submits an 

invoice to SW. SW shall pay such invoices within 30 days of receipt. Any consultants, 

accountants, attorneys, and other representatives and assistants retained by the Monitor shall 

invoice their services to the Monitor who will review and approve such invoices and submit to

SW for payment. At its own expense, SW may retain an independent auditor to verify such 

invoices. The Monitor and SW shall submit any disputes about invoices to the Commission for 

assistance in resolving such disputes. 

1.6 Monitor’s Indemnification. Respondents shall be liable to indemnify and hold 

harmless the Monitor against any losses, claims, damages, liabilities, or expenses arising out of,

or in connection with, the performance of the Monitor’s duties hereunder, including all 

reasonable fees of counsel and other expenses incurred in connection with the preparation for, or 

defense of, any claim whether or not resulting in any liability, except to the extent that such

liabilities, losses, damages, claims, or expenses result from malfeasance, gross negligence,

willful or wanton acts, or bad faith by the Monitor. 

1.7 Disputes. In the event of a disagreement or dispute between Respondents and the 

Monitor concerning Respondents’ obligations under the Decision and Order, and, in the event 

that such disagreement or dispute cannot be resolved by the parties, either party may seek the 

assistance of the individual in charge of the Commission’s Compliance Division. 

1.8 Conflicts of Interest. If the Monitor becomes aware during the term of this 

Agreement that he has or may have a conflict of interest that may affect or could have the

appearance of affecting performance by the Monitor of any of her duties under this Agreement, 

the Monitor shall promptly inform Respondents and the Commission of any such conflict. 

ARTICLE II
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2.1 Termination. This Agreement shall terminate upon the later of: (i) five years after 

the Divestiture date; or (ii) the termination of all Respondents’ obligations under the Supply 

Agreement, the Toll Manufacturing Agreement, and the Transition Services Agreements; 

provided however, the Commission may extend or modify this period as may be necessary. If 

the Commission determines that the Monitor has ceased to act or failed to act diligently, the 

Commission may appoint a substitute monitor. Respondents’ receipt of written notice from the 

Commission that the Commission has determined that Rebecca Kirk Fair has ceased to act or 

failed to act diligently, or is unwilling or unable to continue to serve as Monitor, shall constitute 

termination under this Agreement. If this Agreement is terminated for any reason, the 

confidentiality obligations set forth in Section 1.4 above will remain in force. 

2.2 Governing Law. This Agreement and the rights and obligations of the parties 

hereunder shall in all respects be governed by the substantive laws of the State of Ohio, 

including all matters of construction, validity and performance. The Decision and Order shall 

govern this Agreement and any provisions herein which conflict or are inconsistent with it may 

be declared null and void by the Commission and any provision not in conflict shall survive and 

remain a part of this Agreement.

2.3 Disclosure of Information. Nothing in this Agreement shall require Respondents to 

disclose any material information that is subject to a legally recognized privilege or that

Respondents are prohibited from disclosing by reason of law or an agreement with a third party. 

2.4 Assignment. This Agreement may not be assigned or otherwise transferred by

Respondents or the Monitor without the consent of Respondents and the Monitor and the 

approval of the Commission. Any such assignment or transfer shall be consistent with the terms 

of the Decision and Order.

2.5 Modification. No amendment, modification, termination, or waiver of any provision 

of this Agreement shall be effective unless made in writing, signed by all parties, and approved 

by the Commission. Any such amendment, modification, termination, or waiver shall be 

consistent with the terms of the Decision and Order. 

2.6 Approval by the Commission. This Agreement shall have no force or effect until 

approved by the Commission. 

2.7 Entire Agreement. This Agreement, and those portions of the Decision and Order 

incorporated herein by reference, constitute the entire agreement of the parties and supersede any 

and all prior agreements and understandings between the parties, written or oral, with respect to 

the subject matter hereof.

2.8 Duplicate Originals. This Agreement may be executed in several counterparts, each 

of which shall be deemed an original, but all of which together shall constitute one and the same 

document. 

2.9 Section Headings. Any heading of the sections is for convenience only and is to be 

assigned no significance whatsoever as to its interpretation and intent.