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                                                                   EXHIBIT 10(d)

                             SUMMARY OF COMPENSATION
                        PAYABLE TO NON-EMPLOYEE DIRECTORS
                            EFFECTIVE JANUARY 1, 2005

      DIRECTOR FEES. Effective January 1, 2005, the cash compensation payable to
Sherwin-Williams' non-employee directors is as follows:

            -     An annual cash retainer of $60,000;

            -     An additional annual cash retainer of $10,000 for the chair of
                  the Audit Committee;

            -     An additional annual cash retainer of $7,500 for the chair of
                  the Compensation and Management Development Committee;

            -     An additional annual cash retainer of $5,000 for the chair of
                  the Nominating and Corporate Governance Committee; and

            -     A meeting fee of $1,750 for each Board or Committee meeting
                  attended in excess of seven meetings during a calendar year.
                  For purposes of calculating the number of meetings during a
                  calendar year, any Board and Committee meetings held on the
                  same date shall constitute one meeting.

      All retainer amounts are payable in quarterly installments in advance. All
meeting fees are payable on the date of the meeting.

      In addition, non-employee directors receive an annual grant of restricted
stock valued at approximately $60,000 at the time of the grant pursuant to The
Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors.

      OTHER BENEFITS. All directors are reimbursed for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of the Board of Directors and of committees of the Board of Directors (including
travel expenses of spouses if they are invited for a specific business purpose).

      Sherwin-Williams pays the premiums for liability insurance and business
travel accident insurance for all directors, including $225,000 accidental death
and dismemberment coverage and $225,000 permanent total disability coverage,
while the directors are traveling on Sherwin-Williams' business.

      Directors may also receive the same discounts as Sherwin-Williams'
employees on the purchase of products at Sherwin-Williams' stores and are
eligible to participate in Sherwin-Williams' matching gifts on the same basis as
employees. These programs provide for annual matches of up to $5,000 under the
matching gifts to education program and $1,000 under the matching gifts for
volunteer leaders program, as well as annual grants of up to $200 under the
grants for volunteers program.

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      DEFERRAL OF DIRECTOR FEES. In accordance with the Director Deferred Fee
Plan, directors may elect to defer all or a part of their retainer and meeting
fees. Deferred fees may be credited in a common stock account, a shadow stock
account or an interest bearing cash account. The value of the shadow stock
account reflects changes in the market price of Sherwin-Williams common stock
and the payment of dividends. Amounts deferred may be distributed either in
annual installments over a period up to ten years or in a lump sum on the date
chosen by the director.