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

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.

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.

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

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 Acco