Exhibit 10(G)



 






EXHIBIT 10(g)




THE SHERWIN-WILLIAMS COMPANY 2005



DIRECTOR DEFERRED FEE PLAN





	1.	 	PURPOSE. The purpose of The Sherwin-Williams Company 2005 Director Deferred Fee Plan
(the “Plan”) is to provide non-employee Directors of the Company with the opportunity to defer
taxation of all or a portion of such Director’s Board Retainer and/or Meeting Fees and to help
build loyalty to the Company through increased opportunity to invest in Company Common Stock,
all in compliance with the requirements of The American Jobs Creation Act of 2004.
	 
	2.	 	DEFINITIONS. The following terms when used herein with initial capital letters shall
have the following respective meanings unless the text clearly indicates otherwise:






	 	(a)	 	Administration Committee. “Administration Committee” means the
committee provided for in paragraph 11.
	 
	 	(b)	 	Board of Directors. “Board of Directors” means the Board of Directors
of the Company.
	 
	 	(c)	 	Board Retainer. “Board Retainer” means the compensation payable
monthly to Directors.
	 
	 	(d)	 	Common Stock. “Common Stock” means the common stock of the Company or
any security into which such Common Stock may be changed by reason of: (i) any stock
dividend, stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, (ii) any merger, consolidation, separation,
reorganization or partial or complete liquidation, or (iii) any other corporate
transaction or event having an effect similar to any of the foregoing.
	 
	 	(e)	 	Common Stock Account. “Common Stock Account” means the bookkeeping
account established and maintained under this Plan which is credited with Common Stock
in accordance with paragraph 5(b).
	 
	 	(f)	 	Company. “Company” means The Sherwin-Williams Company, an Ohio
corporation or its successor(s) in interest.
	 
	 	(g)	 	Deferred Cash Account. “Deferred Cash Account” means the bookkeeping
account established and maintained under this Plan which is valued in accordance with
paragraph 5(a).
	 
	 	(h)	 	Deferred Compensation. “Deferred Compensation” means the amount of the
Board Retainer and/or Meeting Fee of the Participant deferred pursuant to this Plan.
	 
	 	(i)	 	Director. “Director” means a member of the Board of Directors.
	 
	 	(j)	 	Eligible Director. “Eligible Director” means a Director who is not an
employee of the Company or a Subsidiary.
	 
	 	(k)	 	Fair Market Value. “Fair Market Value” of Common Stock means: (i) with
respect to Deferred Compensation deferred prior to April 23, 1997, the closing price of
Common Stock as reported on the New York Stock Exchange Composite Tape on the
applicable date, or, in the event that no sales take place on such day, the closing




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	 	 	 	price of Common Stock as reported on the New York Stock Exchange (or any successor
exchange) Composite Tape on the nearest preceding day on which there were sales of
Common Stock; or (ii) with respect to Deferred Compensation deferred on or after
April 23, 1997, the average between the highest and the lowest quoted selling price
of the Company’s Common Stock on the New York Stock Exchange or any successor
exchange
	 
	 	(l)	 	Fees. “Fees” means the compensation payable to Directors for their
services as a director, including the Board Retainer and Meeting Fee.
	 
	 	(m)	 	Meeting Fee. “Meeting Fee” means the compensation payable at the time
of a meeting to a Director for each meeting of the Board of Directors or committee of
the Board of Directors that such Director attends and/or chairs.
	 
	 	(n)	 	Participant. “Participant” means an Eligible Director who has elected
to participate in the Plan.
	 
	 	(o)	 	Payment Date. “Payment Date” means (i) with respect to the payment of
a Board Retainer, the first business day of each calendar month or (ii) with respect to
the payment of a Meeting Fee, the date on which a meeting of the Board of Directors or
a committee of the Board of Directors was held.
	 
	 	(p)	 	Plan. “Plan” means the plan set forth in this instrument, and known as
“The Sherwin-Williams Company Director Deferred Fee Plan”, as adopted at the meeting of
the Board of Directors held July 20, 2005..
	 
	 	(q)	 	Plan Year. “Plan Year” means the twelve consecutive month period
commencing on April 1 of a year and ending on March 31 of the following year, except
with respect to the initial Plan Year, which shall be a short Plan Year commencing
January 1, 2005 and ending March 31, 2005.
	 
	 	(r)	 	Shadow Stock. “Shadow Stock” means a unit of interest equivalent to a
share of Common Stock.
	 
	 	(s)	 	Shadow Stock Account. “Shadow Stock Account” means the bookkeeping
account established and maintained under this Plan credited with Shadow Stock in
accordance with paragraph 5(c).
	 
	 	(t)	 	Subsidiary. Any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if, at the time of the time of
investment in the Common Stock, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
	 
	 	(u)	 	Trust. “Trust” means one or more trust funds established for the purpose
of (i) providing a source from which to pay benefits under the Plan and (ii) purchasing
and holding assets, including shares of Common Stock. Any such trust funds shall be
subject to the claims of the Company’s creditors in the event of the Company’s
insolvency, though such trust funds may not necessarily hold sufficient assets to
satisfy all of the benefits to be provided under the Plan.




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	3.	 	ELIGIBILITY. An Eligible Director shall become a Participant upon satisfaction of
the following: (i) the later of the effective date of the Plan or the date such Director
becomes an Eligible Director; and (ii) completion of an Election (as defined in paragraph 4).
	 
	4.	 	ELECTION PROCEDURE. An Eligible Director wishing to participate in the Plan must
file a written notice on the Notice of Election form, attached as Exhibit A, electing to defer
payment for a Plan Year of all or a portion of his Fees as a Director (“Election”). Such
Election shall be made within thirty (30) days after the date such Director initially becomes
an Eligible Director. Any such Election shall be effective only with respect to Fees earned
after the effective date of the Election. Thereafter, a Director for whom an Election is not
in effect may only elect to participate in the Plan by filing a timely Election on or before
the March 31st of the Plan Year immediately preceding the Plan Year for which the Election is
to become effective. An Election shall not be effective until receipt of the fully and
properly completed Notice of Election form by the Secretary of the Company. A fully and
properly completed Notice of Election form must indicate: (i) the percentage of Fees to be
deferred; (ii) manner of payment upon distribution; (iii) payment commencement date; and (iv)
deemed investment election. Once effective for a Plan Year, an Election is irrevocable and
may not be changed for that Plan Year. No subsequent election may change the manner of
payment, the payment commencement date or the deemed investment of the Fees previously
deferred. An Election shall apply to Fees payable with respect to each subsequent Plan Year,
unless terminated or modified as described herein. An effective Election may be terminated or
modified for any subsequent Plan Year by filing either a new Notice of Election form to effect
modifications, or a Notice of Termination form, attached as Exhibit B, to effect terminations,
on or before the March 31st immediately preceding the Plan Year for which such modification or
termination is to be effective. A person for whom an effective Election is terminated may
thereafter file a new Notice of Election form, in the manner described above, for future Plan
Years for which he is eligible to participate in the Plan.
	 
	5.	 	INVESTMENT ACCOUNTS. The amount of a Participant’s Deferred Compensation
pursuant to an Election shall be deemed credited to the investment options specified in this
paragraph 5 in the manner elected by the Participant. A Participant’s election as to the
investment options in which his Deferred Compensation for a Plan Year shall be deemed to be
invested shall be irrevocable with respect to Deferred Compensation and deemed earnings
thereon, and Deferred Compensation and deemed earnings thereon cannot be transferred between
investment accounts. A Participant may elect to credit no less than twenty-five percent (25%)
of his Deferred Compensation for a Plan Year (the “Minimum Election”) to any particular
investment option. Any amounts in excess of the Minimum Election shall be made in five
percent (5%) increments. If a Participant fails to direct the investment of any Deferred
Compensation, all such Deferred Compensation will be credited to the Participant’s Deferred
Cash Account. A Participant may elect to have his Deferred Compensation deemed to be invested
in one of the following investment accounts:






	 	(a)	 	DEFERRED CASH ACCOUNT. Each Participant’s Deferred Cash Account shall
accrue interest computed using the base lending rate of interest as announced by Key
Bank, Cleveland, Ohio in effect during the immediately preceding calendar quarter.




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	 	 	 	The interest shall be computed on the actual balance in each Participant’s Deferred
Cash Account during the previous calendar quarter.
	 
	 	(b)	 	COMMON STOCK ACCOUNT. The Participant’s Common Stock Account shall be
credited with that quantity of Common Stock equal to the number of full and fractional shares (to the nearest thousandths) which could have been purchased by the Trust with
the portion of Deferred Compensation a Participant has elected to allocate to the
Common Stock Account based on the Fair Market Value of such Common Stock on each
Payment Date. There will be credited to each Participant’s Common Stock Account
amounts equal to the cash dividends, and other distributions, paid on shares of issued
and outstanding Common Stock represented by the Participant’s Common Stock Account
which the Participant would have received had he been a record owner of shares of
Common Stock equal to the amount of Common Stock in his Common Stock Account at the
time of payment of such cash dividends or other distributions. The Participant’s
Common Stock Account shall be credited with a quantity of shares of Common Stock and
fractions thereof (to the nearest thousandths) that could have been purchased with the
dividends or other distributions based on the Fair Market Value of Common Stock on the
date of payment of such dividends or other distributions.
	 
	 	(c)	 	SHADOW STOCK ACCOUNT. The Participant’s Shadow Stock Account shall be
credited with a quantity of Shadow Stock units and fractions thereof (to the nearest
thousandths) equal to the value of Common Stock that could have been purchased with the
portion of the Deferred Compensation credited to the Shadow Stock Account on each
Payment Date based on the Fair Market Value of Common Stock on such Payment Date.
There will be credited to each Participant’s Shadow Stock Account amounts equal to the
cash dividends, and other distributions, paid on shares of issued and outstanding
Common Stock represented by the Participant’s Shadow Stock Account which the
Participant would have received had he been a record owner of a number of shares of
Common Stock equal to the amount of Shadow Stock in his Shadow Stock Account at the
time of payment of such cash dividends or other distributions. The Participant’s
Shadow Stock Account shall be credited with a quantity of Shadow Stock units and
fractions thereof (to the nearest thousandths) that could have been purchased with the
dividends or other distributions based on the Fair Market Value of Common Stock on the
date of payment of such dividends or other distributions.






	6.	 	DEPOSITS TO THE TRUST. The Company shall transfer to the Trust, within sixty
(60) days of the date Fees would otherwise be paid, amounts which a Participant has directed
to be deferred in accordance with the Plan. In addition, as of the first day of each calendar
quarter, the Company shall deposit into the Trust the following cash amounts accrued during
the immediately preceding calendar quarter: (i) all accrued interest on Participants’
Deferred Cash Accounts; (ii) an amount equal to cash dividends and other distributions paid on shares of Common Stock represented by units of Shadow Stock and shares of Common Stock
credited to Participants’ Shadow Stock Accounts and Common Stock Accounts; (iii) an amount
equal to the appreciation in the value of a unit of Shadow Stock multiplied times the




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	 	 	number of units of Shadow Stock credit to Participants’ Shadow Stock Accounts; and (iv) an
amount equal to the appreciation in the value of a share of Common Stock multiplied by the
number of shares of Common Stock credited to Participants’ Common Stock Accounts.
	 
	7.	 	PAYMENT OF DEFERRED COMPENSATION.






	 	(a)	 	Amount of Payment. The benefit that a Participant will receive from
the Company in accordance with the Plan shall be: (i) the number of full shares of
Common Stock credited to the Participant’s Common Stock Account; and (ii) cash equal to
the sum of (I) the amount credited to the Participant’s Deferred Cash Account; (II) the
Fair Market Value of the fractional shares (to the nearest thousandths) of Common Stock
on the date such fractional shares were credited to the Participant’s Common Stock
Account; and (III) the value of the Shadow Stock units and fractions thereof (to the
nearest thousandths) credited to the Participant’s Shadow Stock Account. The value of
a Participant’s Deferred Cash Account, fractional shares of Common Stock and Shadow
Stock Account shall be determined by the Company as of the end of the calendar quarter
immediately preceding the calendar quarter in which a Participant is entitled to a
distribution hereunder in accordance with paragraph 7(c) below. Notwithstanding the
preceding sentence to the contrary, in the event of a Change of Control or termination
of the Plan as provided in paragraphs 9 and 13, respectively, the value of a
Participant’s Deferred Cash Account, Shadow Stock Account and Common Stock Account
shall be determined by the Company immediately following such an event.
	 
	 	(b)	 	Manner of Payment. A Participant’s Deferred Compensation for a Plan
Year, as adjusted for deemed earnings or losses thereon, will be paid by the Company to
him or, in the event of his death, to the Participant’s beneficiary, in kind, in a lump
sum unless the Participant makes a timely election to have the
benefits paid in
substantially equal annual cash installments over a period not exceeding ten (10)
years. Notwithstanding the foregoing, a Participant’s Deferred Compensation invested
in the Common Stock Account shall only be distributed to the Participant in kind in a
lump sum. Upon the commencement of installment payments hereunder, if so elected, the
value (as determined under paragraph 7(a) above) of the Participant’s Shadow Stock
Account shall be transferred to his Deferred Cash Account and the Participant’s Shadow
Stock Account shall be eliminated. Amounts credited to a Participant’s Deferred Cash
Account held pending distribution pursuant to this paragraph shall continue to be
credited with interest in accordance with the provisions of paragraph 5(a) above.
	 
	 	(c)	 	Payment Commencement Date. Payments of Deferred Compensation and
earnings thereon shall commence within two (2) business days following the first
business day of the first calendar quarter beginning after the earlier of the date the
Participant elects to receive payment or ceases to be a Director. Notwithstanding a
Participant’s manner of payment election hereunder, if a Participant dies before
payments have begun under the Plan, the Company shall pay to the Participant’s
beneficiary or beneficiaries a lump sum on the first business day of the first calendar
quarter beginning after the Participant’s death. If a Participant dies while payments
are being




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	 	 	 	made under the Plan, the Company shall continue to pay installments to the
Participant’s beneficiary or beneficiaries in accordance with the payment method
elected by the Participant prior to his death.
	 
	 	(d)	 	Acceleration of Payment. In the event a Participant has elected to
receive distribution from the plan in the form of installment payments, the
Administration Committee may, nonetheless, upon request of the Participant, in its sole
discretion, accelerate payment of all or any portion of the Participant’s remaining
account under the Plan, if the Administration Committee determines that the Participant
has experienced an unanticipated financial emergency beyond the control of the
Participant that would result in severe financial hardship to the Participant and the
amount of the payment is the amount necessary to alleviate the hardship.






	8.	 	BENEFICIARIES. A Participant may, by executing and delivering to the Secretary of
the Company prior to the Participant’s death a Beneficiary Election form attached hereto as
Exhibit C, designate a beneficiary or beneficiaries to whom distribution of his interest under
this Plan shall be made in the event of his death prior to the full receipt of his interest
under this Plan, and he may designate the portions to be distributed to each such designated
beneficiary if there is more than one. Any such designation may be revoked or changed by the
Participant at any time and from time to time by filing, prior to the Participant’s death,
with the Secretary of the Company an executed Beneficiary Election form. If there is no such
designated beneficiary living upon the death of the Participant, or if all such designated
beneficiaries die prior to the full distribution of the Participant’s interest, then any
remaining unpaid amounts shall be paid in a cash lump sum to the estate of the Participant or
Participant’s beneficiaries.
	 
	9.	 	CHANGE OF CONTROL. In the event of a Change of Control, the amounts held in the
Trust shall be immediately distributed in a cash lump sum to Participants. Any and all
remaining benefits shall be immediately paid by the Company in a cash lump sum 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)




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	 	 	 	on Schedule 13G (or any comparable or successor report) under the Exchange
Act.






	 	 	 	Notwithstanding the foregoing, (I) 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 (II) 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 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.




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	 	(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, 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.






	10.	 	NON-ASSIGNABILITY. Neither a Participant nor any beneficiary designated by him shall
have any right to, directly or indirectly, alienate, assign or encumber any amount that is or
may be payable hereunder.
	 
	11.	 	ADMINISTRATION OF PLAN. Full discretionary power and authority to construe,
interpret and administer the Plan shall be vested in the Administration Committee. The
Administration Committee shall be consist of three or more members who may be, but are not
required to be, directors or employees of the Company, one of whom shall be the Chief
Executive Officer of the Company and the others of whom shall be appointed by the Chief
Executive Officer of the Company. Members of the Administration Committee, other than the
Chief Executive Officer, shall serve from the effective date of their appointment until such
time as the Chief Executive Officer shall appoint a successor to any or all of such




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	 	 	members of the Administration Committee. The Administration Committee shall have the power
and authority to allocate among themselves and to delegate any responsibility or power
reserved to it hereunder to any person or persons or any committee of the Board of
Directors, as it may, in its sole discretion, deem appropriate. Decisions of the
Administration Committee or its designee shall be final, conclusive and binding upon all
parties.
	 
	12.	 	GOVERNING LAW. To the extent not preempted by federal law, the provisions of this
Plan shall be interpreted and construed in accordance with the laws of the State of Ohio.
	 
	13.	 	EFFECTIVE DATE/AMENDMENT/TERMINATION. This amendment and restatement of the Plan
shall become effective on April 23, 1997. The Board of Directors may amend, suspend or
terminate this Plan at any time; provided that no such amendment, suspension or termination
shall adversely effect the amounts in any then-existing account. Upon termination of the
Plan, the amounts held in the Trust shall be immediately distributed in a lump sum to
Participants. Any and all remaining benefits shall be immediately paid by the Company in a
lump sum to Participants.





     IN WITNESS WHEREOF, the Company has caused the Plan to be executed effective as of July 20,
2005.



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	THE SHERWIN-WILLIAMS COMPANY  
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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EXHIBIT A




THE SHERWIN-WILLIAMS COMPANY 2005

DIRECTOR DEFERRED FEE PLAN




NOTICE OF ELECTION




     I, the undersigned,                                          (Print Name), a non-employee director of The Sherwin-Williams Company (the “Company”) hereby irrevocably elect to
participate in The Sherwin-Williams Company Director Deferred Fee Plan (the “Plan”). I acknowledge
that this deferral is effective upon receipt of this Notice of Election form by the Secretary of
the Company, and is subject to all provisions stated in the Plan document. I understand that this
election shall be irrevocable as to fees payable to me during the next full Plan Year (which runs
from April 1st through March 31st), and shall continue in effect for subsequent Plan Years except
to the extent that I file either a new notice of election changing my prior election or a notice of
termination on or before the March 31st prior to any subsequent Plan Year.




	 	1.	 	Percentage of Fees Deferred. I irrevocably elect for the Plan Year to
defer the following percentages of the following fees:
	 
	 	 	 	Board Retainer:                          %



Meeting Fee:                              %
	 
	 	2.	 	Manner of Payment. I irrevocably elect that all amounts deferred
pursuant to this election and earnings thereon be distributed to me as provided in the
Plan:
	 
	 	 	 	                     in a cash lump sum; or
	 
	 	 	 	                     in            (specify number between two and ten) annual cash installments.
	 
	 	 	 	I hereby acknowledge that if I do not select my preferred manner of Plan
distribution at this time, I will receive my payment in a cash lump sum and I
further acknowledge that, notwithstanding the above election, any amounts invested
in the Common Stock Account shall be paid to me in an in-kind, lump sum
distribution.
	 
	 	3.	 	Payment Commencement Date. I irrevocably elect that the payment of
amounts deferred pursuant to this election and earnings thereon begin within two (2)
business days following the first business day of the first calendar quarter beginning
after:
	 
	 	 	 	                                        , 20       (specify date); or
	 
	 	 	 	                     the date I cease to be a Director.




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	 	4.	 	Investment Accounts. I hereby irrevocably elect that all amounts
deferred pursuant to this election and earnings thereon be invested as follows: (Note:
elections must be no less than 25% in any particular investment account and 5%
increments thereafter)
	 
	 	 	 	                     % in my Deferred Cash Account;
	 
	 	 	 	                     % in my Shadow Stock Account; and/or
	 
	 	 	 	                     % in my Common Stock Account.
	 
	 	 	 	I understand that my investment direction is irrevocable for the Plan Year for
amounts deferred under this election and earnings thereon and that deferred amounts
cannot be transferred between investment accounts.





     IN WITNESS WHEREOF, I have signed my name on this            day of                     , 20     .



	 	 		 
	 

	 		Signature
	 
	 		 
	 

	 		RECEIPT ACKNOWLEDGED ON BEHALF

OF THE SHERWIN-WILLIAMS COMPANY
	 
	 		 
	Date:

	 		 
	 

	 		Corporate Secretary







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EXHIBIT B




THE SHERWIN-WILLIAMS COMPANY 2005

DIRECTOR DEFERRED FEE PLAN




NOTICE OF TERMINATION




     Pursuant to the provisions of the Plan, I, the undersigned,                                          (Print Name), hereby terminate my participation in the Plan effective as of April 1,
20      .



	 	 		 
	Date:

	 		Signature
	 
	 		 
	 

	 		RECEIPT ACKNOWLEDGED ON BEHALF

OF THE SHERWIN-WILLIAMS COMPANY
	 
	 		 
	Date:

	 		 
	 



	 		Corporate Secretary






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EXHIBIT C




THE SHERWIN-WILLIAMS COMPANY 2005

DIRECTOR DEFERRED FEE PLAN




BENEFICIARY ELECTION




	 	 	 	 	 
	

	 	The Sherwin-Williams Company

Director Deferred Fee Plan

Designation of Beneficiary Form
	 	 





CHECK LIST



Please review and complete all sections applicable to you. If you do not complete this form
in its entirety, your elections may be invalid!




	 	 	 
	o

	 	SECTION A: Complete all information. Please print.
	 
	 	 
	o

	 	SECTION B: Primary Beneficiary(ies) are the beneficiaries that will receive your total
vested benefit. If you choose to designate an Estate or Trust as your beneficiary, you do
not need to submit a copy of a Trust document to us.
	 
	 	 
	o

	 	SECTION C: Contingent Beneficiary (ies) are the beneficiaries who will receive your total
vested benefit if the Primary Beneficiary (ies) are deceased at the time of your death. The
same rules apply to the Contingent Beneficiary (ies) as to the Primary Beneficiary (ies).
	 
	 	 
	o

	 	SECTION D: Signatures — the Director signs his/her name in this section to confirm that
the above beneficiary (ies) are the beneficiaries chosen by the Director.
	 
	 	 
	o

	 	SECTION E & F : ALL SIGNATURES ON THIS FORM MUST BE WITNESSED BY NOTARY PUBLIC OR A SHERWIN-WILLIAMS PLAN REPRESENTATIVE IN
SECTION E AND/OR SECTION F. (A Sherwin-Williams Plan Representative is a SW Officer or SW Corporate Employee Benefits
Representative)
	 
	 	 
	o

	 	Return Completed Form to:






	 	 	 
	 

	 	The Sherwin-Williams Company
	 

	 	Employee Benefits — Retirement Programs
	 

	 	1300 Midland
	 

	 	                101 Prospect Avenue, NW
	 

	 	Cleveland, Ohio 44115-1075.






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	 	The Sherwin-Williams Company 2005 

 Director Deferred Fee Plan

Designation of Beneficiary Form
	 	 






(Please Print all information, except Signatures)








Section A: Director Information










	 	 	 	 	 
	Name

	 	 	 	SSN
	 

	 
	 	 	 	 
	Address

	 	 	 	Marital Status
	 

	 
	 	 	 	 
	City

	 	State
	 	Zip
	 












Section B: Primary Beneficiary (ies)









I hereby designate the following person or persons as primary Beneficiaries of my Account
under the Plan payable in the event of my death.




	 	 	 	 	 	 	 	 	 
	Name

	 	                                                            
	 	 	 	Name
	 	                                                            
	SSN

	 	                                                            
	 	 	 	SSN
	 	                                                            
	Address

	 	                                                            
	 	 	 	Address
	 	                                                            
	                                                                             	 	 	 	                                                                             
	Birth date                                                              	 	 	 	Birth date                                                             
	Relationship to Participant                                   	 	 	 	Relationship to Participant                                  
	Percentage                                                            	 	 	 	Percentage                                                           





The total of the percentages must equal 100%. When more than one Beneficiary is designated,
and no percentage is specified, payment will be made in equal shares to each surviving Beneficiary,
or all to the last surviving Beneficiary. If using more than two primary beneficiaries, attach
addendum sheet to include your printed Name, Social Security, Date and Signature.








Section C: Contingent Beneficiary (ies)







In the event that there are no living primary Beneficiary (ies) at my death, I hereby
designate the following person or persons as contingent Beneficiaries of my Account:




	 	 	 	 	 	 	 	 	 
	Name

	 	                                                            
	 	 	 	Name
	 	                                                            
	SSN

	 	                                                            
	 	 	 	SSN
	 	                                                            
	Address

	 	                                                            
	 	 	 	Address
	 	                                                            
	                                                                             	 	 	 	                                                                             
	Birth date                                                              	 	 	 	Birth date                                                             
	Relationship to Participant                                   	 	 	 	Relationship to Participant                                  
	Percentage                                                            	 	 	 	Percentage                                                           





14









 





The total of the percentages must equal 100%. When more than one Beneficiary is designated,
and no percentage is specified, payment will be made in equal shares to each surviving Beneficiary,
or all to the last surviving Beneficiary. If using more than two contingent beneficiaries, attach
addendum sheet to include your printed Name, Social Security, Date and Signature.



Section D: Director Signature



I reserve the right to revoke or change any Beneficiary designation by completing a new form. I
hereby revoke all my prior designations (if any) of primary and contingent Beneficiary (ies). I
reserve the right to change my beneficiary in accordance with the terms of the Plan.




	 	 	 
	 	 	 
	Participants Signature

	 	Date











ALL SIGNATURES ON THIS FORM MUST BE WITNESSED BY A NOTARY PUBLIC

OR BY AN SHERWIN-WILLIAMS PLAN REPRESENTATIVE IN

SECTION E AND/OR SECTION F.








Section E: Notary Public



On this                      day of                                         , 200       personally appeared before me the said named
                                         and                                          known to me to be the person (s)
described in and who executed the foregoing instrument and he/she acknowledged that he/she executed
the same.




 ̄ Notary Seal  ̄




	 	 	 	 
	 	 	 
	Date

	 	Notary Public Signature	






- OR -




Section F: Sherwin-Williams Plan Representative



As Plan Representative I hereby acknowledge receipt of this form.



All Signature(s) on this form have been witnessed on this            day of                                         ,
200                     in the presence of:




	 	 	 	 
	 

	 	 	
	 

	 	Plan Representative Signature	
	 
	 

	 	 	
	 

	 	Print Plan Representative Name	






Return the completed form to:





     The Sherwin-Williams Company, Employee Benefits-Retirement Programs




     1300 Midland, 101 Prospect Avenue NW, Cleveland, Ohio 44115-1075




15