2004-1 AMENDMENT TO THE SHERWIN-WILLIAMS COMPANY DIRECTOR DEFFERED FEE PLAN (1997 AMENDMENT AND RESTATEMENT)

Deferred Unit Award Agreement

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SHERWIN WILLIAMS CO

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Title: 2004-1 AMENDMENT TO THE SHERWIN-WILLIAMS COMPANY DIRECTOR DEFFERED FEE PLAN (1997 AMENDMENT AND RESTATEMENT)
Date: 7/26/2005
Industry: RTHOME

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Exhibit 10(D)

EXHIBIT 10(d)

2004-1 AMENDMENT TO THE SHERWIN-WILLIAMS COMPANY DIRECTOR
DEFFERED FEE PLAN
(1997 AMENDMENT AND RESTATEMENT)

This 2004-1 Amendment to The Sherwin-Williams Company Director Deferred Fee Plan (1997 Amendment and Restatement) (the “Plan”) is made effective as of December 31, 2004.

WITNESSETH:

WHEREAS, The Sherwin-Williams Company (the “Company”) established the Plan effective February 20, 1991;

WHEREAS, pursuant to Article 13 of the Plan, the Board of Directors of the Company retains the right to amend the Plan at any time in whole or in part; and

WHEREAS, the Board of Directors of the Company wishes to amend the Plan to freeze all further participation and contributions to the Plan;

NOW, THEREFORE, the Plan is hereby amended effective December 31, 2004 to add the following Addendum 2004-1:

ADDENDUM – 2004-1

Pursuant to Article XII of the Plan, notwithstanding any other provisions of the Plan to the contrary, for all periods on and after December 31, 2004: (1) the obligation of the Company to make any future contributions sha

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