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EXHIBIT 10(a)
THE SHERWIN-WILLIAMS COMPANY
DIRECTOR DEFERRED FEE PLAN
(1997 AMENDMENT AND RESTATEMENT)
1. PURPOSE. The purpose of The Sherwin-Williams Company Director Deferred
Fee Plan (1997 Amendment and Restatement) (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.
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.
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(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 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 meet ing of the Board of Directors
held February 20, 1991, and as further amended and restated
effective April 23, 1997.
(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.
(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
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insolvency, though such trust funds may not necessarily hold
sufficient assets to satisfy all of the benefits to be
provided under the Plan.
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 later of: (i) the date
such Director initially becomes an Eligible Director or (ii) April 23,
1997. 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 an 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
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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. 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
amount 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
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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 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, either (i) in
a lump sum or (ii) in substantially equal annual cash
installments over a period not exceeding ten (10) years, as
specified by the Participant in his Election with respect to
such Plan Year. 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. If a Participant fails to elect a manner of payment, the
Participant will receive a lump sum. Upon the commencement of
installment payments hereunder, 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
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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 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
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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, (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
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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,
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.
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(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 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 April 23, 1997.
ATTEST: THE SHERWIN-WILLIAMS COMPANY
By:
- ------------------------- ------------------------------------
Its:
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EXHIBIT A
THE SHERWIN-WILLIAMS COMPANY
DIRECTOR DEFERRED FEE PLAN
(1997 Amendment and Restatement)
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)
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business days following the first business day of the first
calendar quarter beginning after:
___________________, 199_ (specify date); or
_______________ the date I cease to be a Director.
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
___________________, 199__.
--------------------------------
Signature
RECEIPT ACKNOWLEDGED ON BEHALF
OF THE SHERWIN-WILLIAMS COMPANY
Date: _________________
--------------------------------
Corporate Secretary
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EXHIBIT B
THE SHERWIN-WILLIAMS COMPANY
DIRECTOR DEFERRED FEE PLAN
(1997 Amendment and Restatement)
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, 199 .
Date: _____________________
--------------------------------
Signature
RECEIPT ACKNOWLEDGED ON BEHALF
OF THE SHERWIN-WILLIAMS COMPANY
Date: _____________________ --------------------------------
Corporate Secretary
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EXHIBIT C
THE SHERWIN-WILLIAMS COMPANY
DIRECTOR DEFERRED FEE PLAN
(1997 Amendment and Restatement)
BENEFICIARY ELECTION
--------------------
This form shall supersede any previous beneficiary designation
made by me with respect to deferred fees under the Plan. I reserve the right to
change my beneficiary in accordance with the terms of the Plan.
Any fees which were deferred under the Plan and remain unpaid
at my death shall be paid to the following primary beneficiary(ies):
- ---------------------------- ---------------------------
Name Relationship
- ---------------------------- Percentage _________%
Address
- ---------------------------- ---------------------------
Name Relationship
- ---------------------------- Percentage _________%
If the named primary beneficiary(ies) predeceases me, I
designate the following persons(s) as contingent beneficiary(ies) to receive any
such unpaid deferred fees:
- ---------------------------- ---------------------------
Name Relationship
- ---------------------------- Percentage _________%
Address
- ---------------------------- ---------------------------
Name Relationship
- ---------------------------- Percentage _________%
IN WITNESS WHEREOF, I have signed my name on this _________ day of
____________________ 199__.
----------------------------------
Signature
RECEIPT ACKNOWLEDGED ON BEHALF
OF THE SHERWIN-WILLIAMS COMPANY
Date:_________________ ---------------------------------
Corporate Secretary
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