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<SEC-DOCUMENT>/in/edgar/work/0000950152-00-007794/0000950152-00-007794.txt : 20001114
<SEC-HEADER>0000950152-00-007794.hdr.sgml : 20001114
ACCESSION NUMBER:		0000950152-00-007794
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SHERWIN WILLIAMS CO
		CENTRAL INDEX KEY:			0000089800
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2851
]		IRS NUMBER:				340526850
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-04851
			FILM NUMBER:		759422
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		101 PROSPECT AVE NW
				CITY:			CLEVELAND
				STATE:			OH
				ZIP:			44115
				BUSINESS PHONE:		2165662200
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>l84502ae10-q.txt
<DESCRIPTION>THE SHERWIN-WILLIAMS COMPANY   FORM 10-Q
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the Period Ended SEPTEMBER 30, 2000

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the transition period from ______ to ______


Commission file number 1-4851
                       ------



                          THE SHERWIN-WILLIAMS COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                    OHIO                                     34-0526850
- --------------------------------------------         ---------------------------
      (State or other jurisdiction of                     (I.R.S. Employer
        incorporation or organization)                   Identification No.)



 101 Prospect Avenue, N.W., Cleveland, Ohio                  44115-1075
- --------------------------------------------         ---------------------------
  (Address of principal executive offices)                   (Zip Code)



                                 (216) 566-2000
- --------------------------------------------------------------------------------
               (Registrant's telephone number including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $1.00 Par Value - 160,559,691 shares as of October 31, 2000.



<PAGE>   2

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS



THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
Thousands of dollars, except per share data

<TABLE>
<CAPTION>

                                                       Three months ended September 30,      Nine months ended September 30,
                                                       --------------------------------      -------------------------------
                                                          2000               1999                2000               1999
                                                       -----------        -----------        -----------        -----------
<S>                                                    <C>                <C>                <C>                <C>
Net sales                                              $ 1,411,903        $ 1,345,483        $ 4,063,086        $ 3,857,421

Costs and expenses:
    Cost of goods sold                                     785,808            735,649          2,279,273          2,160,111
    Selling, general and administrative expenses           437,954            417,497          1,308,721          1,253,220
    Interest expense                                        15,906             14,854             47,448             46,558
    Interest and net investment income                      (1,123)            (1,600)            (3,079)            (4,594)
    Other expense - net                                      1,232               (727)             5,747              2,330
                                                       -----------        -----------        -----------        -----------
                                                         1,239,777          1,165,673          3,638,110          3,457,625
                                                       -----------        -----------        -----------        -----------

Income before income taxes                                 172,126            179,810            424,976            399,796

Income taxes                                                65,407             68,328            161,491            151,923
                                                       -----------        -----------        -----------        -----------

Net income                                             $   106,719        $   111,482        $   263,485        $   247,873
                                                       ===========        ===========        ===========        ===========

Net income per common share:

     Basic                                             $      0.66        $      0.67        $      1.62        $      1.47
                                                       ===========        ===========        ===========        ===========

     Diluted                                           $      0.66        $      0.66        $      1.61        $      1.46
                                                       ===========        ===========        ===========        ===========
</TABLE>


See notes to condensed consolidated financial statements.



                                      -2-
<PAGE>   3


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars

<TABLE>
<CAPTION>

                                                                 SEPTEMBER 30,         December 31,          September 30,
                                                                     2000                  1999                  1999
                                                                ----------------      ----------------      ----------------
<S>                                                           <C>                   <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents                                   $           3,004     $          18,623     $           5,013
  Accounts receivable, less allowance                                   741,747               606,046               735,629
  Inventories:
    Finished goods                                                      567,708               591,912               542,933
    Work in process and raw materials                                   103,459               111,476               106,158
                                                                ----------------      ----------------      ----------------
                                                                        671,167               703,388               649,091
  Deferred income taxes                                                 130,228               128,177               117,686
  Other current assets                                                  158,401               141,143               158,475
                                                                ----------------      ----------------      ----------------
         Total current assets                                         1,704,547             1,597,377             1,665,894

Goodwill                                                              1,064,144             1,039,555             1,049,205
Intangible assets                                                       263,824               274,924               279,769
Deferred pension assets                                                 355,307               334,094               325,393
Other assets                                                            147,346                94,464                76,428

Property, plant and equipment                                         1,529,495             1,447,927             1,487,639
  Less allowances for depreciation and amortization                     797,995               736,251               777,633
                                                                ----------------      ----------------      ----------------
                                                                        731,500               711,676               710,006
                                                                ----------------      ----------------      ----------------
Total assets                                                  $       4,266,668     $       4,052,090     $       4,106,695
                                                                ================      ================      ================


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term borrowings                                       $         215,296                           $          98,907
  Accounts payable                                                      459,935     $         458,919               409,573
  Compensation and taxes withheld                                       114,705               140,934               131,746
  Current portion of long-term debt                                      26,260               122,270               161,968
  Other accruals                                                        372,202               382,343               377,641
  Accrued taxes                                                         132,196                85,396               129,357
                                                                ----------------      ----------------      ----------------
         Total current liabilities                                    1,320,594             1,189,862             1,309,192


Long-term debt                                                          624,382               624,365               624,471
Postretirement benefits other than pensions                             209,015               206,591               209,215
Other long-term liabilities                                             322,506               332,740               279,867

Shareholders' equity:
  Common stock - $1.00 par value:
    160,793,602, 165,663,601 and 166,416,181 shares
    outstanding at Sept. 30, 2000, Dec. 31, 1999
    and Sept. 30, 1999, respectively                                    206,639               206,309               206,212
  Other capital                                                         156,018               150,887               150,542
  Retained earnings                                                   2,217,922             2,020,851             1,984,769
  Treasury stock, at cost                                              (644,660)             (533,891)             (516,385)
  Cumulative other comprehensive loss                                  (145,748)             (145,624)             (141,188)
                                                                ----------------      ----------------      ----------------
Total shareholders' equity                                            1,790,171             1,698,532             1,683,950
                                                                ----------------      ----------------      ----------------
Total liabilities and shareholders' equity                    $       4,266,668     $       4,052,090     $       4,106,695
                                                                ================      ================      ================
</TABLE>


See notes to condensed consolidated financial statements.



                                      -3-
<PAGE>   4


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of dollars

<TABLE>
<CAPTION>

                                                                                           Nine months ended September 30,
                                                                                       ----------------------------------------
                                                                                             2000                   1999
                                                                                       -----------------      -----------------
OPERATIONS
<S>                                                                                  <C>                    <C>
Net income                                                                           $          263,485     $          247,873
Adjustments to reconcile net income to net operating cash:
    Depreciation                                                                                 80,824                 81,057
    Amortization of goodwill, intangibles, and other assets                                      38,528                 37,370
    Increase in deferred pension assets                                                         (21,213)               (21,387)
    Net increase in postretirement liability                                                      2,424                  4,452
    Other                                                                                         7,439                  9,398
Change in current assets and liabilities-net                                                    (98,530)               (82,591)
Other                                                                                           (21,722)               (24,052)
                                                                                       -----------------      -----------------

   Net operating cash                                                                           251,235                252,120

INVESTING
Capital expenditures                                                                            (97,656)              (101,811)
Acquisitions of assets                                                                          (58,924)               (12,663)
Increase in other investments                                                                   (60,134)               (11,645)
Proceeds from sale of assets                                                                      6,537                      -
Other                                                                                            (3,608)                 9,033
                                                                                       -----------------      -----------------

   Net investing cash                                                                          (213,785)              (117,086)

FINANCING
Net increase in short-term borrowings                                                           215,296                 98,907
Increase in long-term debt                                                                       15,897                      -
Payments of long-term debt                                                                     (111,736)               (62,219)
Payments of cash dividends                                                                      (66,414)               (61,050)
Proceeds from stock options exercised                                                             4,012                  6,409
Treasury stock acquired                                                                        (110,769)              (129,920)
Other                                                                                               520                  1,058
                                                                                       -----------------      -----------------

   Net financing cash                                                                           (53,194)              (146,815)
                                                                                       -----------------      -----------------

Effect of exchange rate changes on cash                                                             125                 (2,339)
                                                                                       -----------------      -----------------

Net decrease in cash and cash equivalents                                                       (15,619)               (14,120)
Cash and cash equivalents at beginning of year                                                   18,623                 19,133
                                                                                       -----------------      -----------------

Cash and cash equivalents at end of period                                           $            3,004     $            5,013
                                                                                       =================      =================

Taxes paid on income                                                                 $          117,900     $           77,129
Interest paid on debt                                                                            60,059                 58,121
</TABLE>



See notes to condensed consolidated financial statements.



                                      -4-
<PAGE>   5



THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Periods ended September 30, 2000 and 1999

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Form 10-K for the fiscal year ended December
31, 1999. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The consolidated results for the nine months ended September 30, 2000
are not necessarily indicative of the results to be expected for the fiscal year
ending December 31, 2000.

NOTE B--DIVIDENDS

Dividends paid on common stock during each of the first three quarters of 2000
and 1999 were $.135 per share and $.12 per share, respectively.

NOTE C--OTHER EXPENSE - NET

Significant items included in Other expense - net are as follows:

<TABLE>
<CAPTION>

                                                         Three months ended                  Nine months ended
         (Thousands of dollars)                             September 30,                        September 30,
                                                       --------------------------           ---------------------
                                                          2000             1999             2000              1999
                                                         -----            -----            -----              ----
<S>                                                    <C>               <C>              <C>               <C>
         Dividend and royalty income                   $(1,072)          $(1,446)         $(3,229)          $(3,423)
         Net expense from financing
           and investing activities                      2,069             1,283           10,249             6,063
         Foreign currency exchange (gains) losses         (130)            2,832              256             3,263
</TABLE>


The net expense from financing and investing activities represents the realized
gains or losses associated with disposing of fixed assets, the net gain or loss
associated with the investment of certain long-term asset funds, the net pre-tax
expense associated with the Company's investment in broad-based corporate owned
life insurance and other related fees.

NOTE D--COMPREHENSIVE INCOME

The Company complies with Statement of Financial Accounting Standards (SFAS) No.
130,  "Reporting  Comprehensive  Income." SFAS No. 130 establishes rules for the
reporting and display of comprehensive income and its components,  which include
net income and foreign currency translation adjustments. Comprehensive income is
summarized as follows:

<TABLE>
<CAPTION>

(Thousands of dollars)                               Three months ended           Nine months ended
                                                       September 30,                 September 30,
                                                       -------------                 -------------
                                                     2000          1999           2000         1999
                                                     ----          ----           ----         ----

<S>                                                  <C>        <C>             <C>          <C>
Net income                                           $ 106,719  $ 111,482       $ 263,485    $ 247,873
Foreign currency translation adjustments               (32,005)   (16,545)           (124)     (96,261)
                                                     ---------  ---------       ---------    ---------
Comprehensive income                                 $  74,714  $  94,937       $ 263,361    $ 151,612
                                                     =========  =========       =========    =========
</TABLE>



                                      -5-
<PAGE>   6


NOTE E--RECLASSIFICATION

Certain amounts in the 1999 financial statements have been reclassified to
conform with the 2000 presentation.

NOTE F--NET INCOME PER COMMON SHARE

<TABLE>
<CAPTION>

                                                           Three months ended                Nine months ended
                                                            September 30,                       September 30,
                                                   -------------------------------       -------------------------------
(Thousands of dollars, except per share data)          2000               1999               2000               1999
                                                   ------------       ------------       ------------       ------------
<S>                                                 <C>                <C>                <C>                <C>
Basic
     Average common shares outstanding              161,320,695        167,356,435        162,750,088        168,811,753
                                                   ============       ============       ============       ============
     Net income                                    $    106,719       $    111,482       $    263,485       $    247,873
                                                   ============       ============       ============       ============
     Net income per common share                   $       0.66       $       0.67       $       1.62       $       1.47
                                                   ============       ============       ============       ============
Diluted

     Average common shares outstanding              161,320,695        167,356,435        162,750,088        168,811,753
     Non-vested restricted stock grants                 278,400            234,400            278,400            258,622
     Stock options - treasury stock method              562,759            839,227            439,950            869,033
                                                   ------------       ------------       ------------       ------------
     Average common shares assuming dilution        162,161,854        168,430,062        163,468,438        169,939,408
                                                   ============       ============       ============       ============

     Net income                                    $    106,719       $    111,482       $    263,485       $    247,873
                                                   ============       ============       ============       ============

     Net income per common share                   $       0.66       $       0.66       $       1.61       $       1.46
                                                   ============       ============       ============       ============
</TABLE>


Net income per common share has been computed in accordance with SFAS No. 128.



                                      -6-
<PAGE>   7

NOTE G--REPORTABLE SEGMENT INFORMATION

The Company reports segment information in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
requires an enterprise to report segment information in the same way that
management internally organizes its business for assessing performance and
making decisions regarding allocation of resources. During the fourth quarter of
1999, following the appointment of a new chief operating decision maker, the
Company adopted revised segment reporting guidelines that changed the number and
composition of its reportable segments and changed the value of goods that are
transferred domestically between segments. The 1999 amounts displayed below have
been restated to conform to this new presentation.

<TABLE>
<CAPTION>

Net External Sales/Operating Profit              2000                             1999
- -----------------------------------   ---------------------------        ---------------------------

                                         NET            SEGMENT             Net           Segment
(Thousands of dollars)                 EXTERNAL        OPERATING          External       Operating
                                        SALES            PROFIT            Sales           Profit
                                      ----------       ----------        ----------       ----------
<S>                                   <C>              <C>               <C>              <C>
THREE MONTHS ENDED SEPTEMBER 30:
- --------------------------------
Paint Stores                          $  899,268       $  141,650        $  842,760       $  129,838
Consumer                                 307,084           39,414           307,314           52,128
Automotive Finishes                      127,328           17,905           119,356           18,323
International Coatings                    76,405            5,336            73,871            9,344
Administrative                             1,818          (32,179)            2,182          (29,823)
                                      ----------       ----------        ----------       ----------
  Consolidated totals                 $1,411,903       $  172,126        $1,345,483       $  179,810
                                      ==========       ==========        ==========       ==========

NINE MONTHS ENDED SEPTEMBER 30:
- -------------------------------
Paint Stores                          $2,467,340       $  308,271        $2,290,160       $  268,809
Consumer                                 987,341          148,986           986,799          160,612
Automotive Finishes                      377,301           52,453           357,027           49,812
International Coatings                   225,370           14,984           217,100           21,467
Administrative                             5,734          (99,718)            6,335         (100,904)
                                      ----------       ----------        ----------       ----------
  Consolidated totals                 $4,063,086       $  424,976        $3,857,421       $  399,796
                                      ==========       ==========        ==========       ==========
</TABLE>

<TABLE>
<CAPTION>

=====================================================================================================
                                 THREE MONTHS ENDED              NINE MONTHS ENDED
Intersegment Transfers              SEPTEMBER 30,                   SEPTEMBER 30,
- ----------------------       --------------------------       -------------------------
(Thousands of dollars)          2000             1999            2000           1999
                             ---------        ---------       ---------       ---------
<S>                          <C>              <C>             <C>             <C>
Paint Stores                 $   2,788        $   2,449       $   7,241       $   6,237
Consumer                       241,216          231,138         677,591         636,041
Automotive Finishes              9,023            8,491          27,087          23,410
International Coatings             (36)              51             175             183
Administrative                   2,633            2,917           8,186           8,606
                             ---------        ---------       ---------       ---------
  Segment totals             $ 255,624        $ 245,046       $ 720,280       $ 674,477
                             =========        =========       =========       =========
=====================================================================================================
</TABLE>

Segment operating profit is total revenue, including intersegment transfers,
less operating costs and expenses. The Administrative Segment's expenses include
interest which is unrelated to certain financing activities of the Operating
Segments, certain foreign currency transaction losses related to
dollar-denominated debt and other financing activities, certain provisions for
disposition and termination of operations and environmental remediation which
are not directly associated with any Operating Segment, and other adjustments.

Net external sales and operating profits of all consolidated foreign
subsidiaries were $134.7 million and $8.1 million, respectively, for the third
quarter of 2000, and $125.8 million and $17.0 million, respectively, for the
third quarter of 1999. Net external sales and operating profits of theses
subsidiaries were $403.5 million and $25.0 million, respectively, for the first
nine months of 2000, and $363.9 million and $41.5 million, respectively, for the
first nine months of 1999. Operating profits for 1999 have been restated to
include certain expenses and eliminate intra-company profit to conform to the
2000 presentation. Long-lived assets of these subsidiaries totaled $257.6
million and $243.2 million, respectively, at September 30, 2000 and 1999.
Domestic operations account for the remaining net external sales, operating
profits and long-lived assets. The Administrative Segment's expenses do not
include any significant foreign operations. No single geographic area outside
the United States was significant relative to consolidated net external sales or
consolidated long-lived assets.

Export sales and sales to any individual customer were each less than 10% of
consolidated sales to unaffiliated customers during all periods presented.

Domestic intersegment transfers are accounted for at the approximate fully
absorbed manufactured cost plus distribution costs. International intersegment
transfers are accounted for at values comparable to normal unaffiliated customer
sales.



                                      -7-
<PAGE>   8

NOTE H--IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Financial Accounting Standards Board (FASB) SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended, is effective for all
fiscal years beginning after June 15, 2000. SFAS No. 133 requires all derivative
instruments to be recorded as either assets or liabilities and at fair value.
Gains or losses resulting from changes in the values of those derivative
instruments may be recognized immediately or deferred depending on the use of
the derivative or whether it qualifies as a hedge. The Company will adopt SFAS
No. 133 effective January 1, 2001, as required. Management is currently
assessing the impact of this statement on the Company's results of operations
and financial position.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements," which applies generally accepted accounting principles to selected
revenue recognition issues. The deferred effective date of SAB No. 101 is the
fourth quarter of 2000 for companies with fiscal years beginning between
December 16, 1999 and March 15, 2000. Management is currently assessing the
impact of this statement on the Company's results of operations and financial
position.





                                      -8-
<PAGE>   9


                       Item 2. MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
- ---------------------

Consolidated net sales increased 4.9 percent during the third quarter and 5.3
percent for the first nine months in 2000 over the comparable periods in 1999.
Net sales in the Paint Stores Segment increased 6.7 percent for the third
quarter and 7.7 percent for the first nine months, due primarily to higher
volume sales of paint products with solid sales gains in all other sales
categories. Comparable-store sales were up 3.7 and 5.5 percent for the third
quarter and first nine months, respectively. The Consumer Segment's third
quarter net sales decreased 0.1 percent, due primarily to a continuing soft
domestic DIY market and inventory corrections by some major retail customers
that were partially offset by improved sales to other customers and a new
product line launch. The first nine months net sales for the Consumer Segment
increased 0.1 percent over last year, primarily due to new product launches, new
customers, and increased sales to certain existing customers that offset the
continued softness in the DIY market. The Automotive Finishes Segment's net
sales increased 6.7 and 5.7 percent for the third quarter and first nine months,
respectively. Third quarter and first nine months net sales in the International
Coatings Segment increased 3.4 and 3.8 percent, respectively, resulting
primarily from increases in Brazilian sales driven by volume gains offsetting
demand shifts to lower priced products and competitive pricing.

Consolidated gross profit as a percent of sales declined to 44.3 and 43.9
percent for the third quarter and first nine months, respectively, from 45.3 and
44.0 percent for the comparable periods in 1999. Margins in the Paint Stores
Segment were higher than last year for the third quarter and first nine months
primarily due to paint volume gains, selective selling price increases, and a
favorable paint product sales mix, partially offset by increased raw material
costs absorbed by this Segment. The Consumer and Automotive Finishes Segments'
margins were lower for the third quarter and first nine months due primarily to
raw material cost increases. These raw material cost increases were partially
offset by volume related manufacturing efficiencies, certain cost reductions,
and selling price increases in the Consumer Segment and first quarter selling
price increases in the Automotive Finishes Segment. Margins in the International
Coatings Segment were lower for the third quarter and first nine months,
primarily due to rising raw material costs in Brazil and the unfavorable product
sales mix shifts in various markets.

Consolidated selling, general and administrative expenses as a percent of sales
were flat to last year for the third quarter and 0.3 percentage points favorable
for the first nine months. In the Paint Stores Segment, SG&A expenses as a
percent of sales were unfavorable to last year for the third quarter and flat
for the first nine months primarily due to incremental increases in expenses
associated with the increased number of new stores opened in the last twelve
months, partially offset by higher sales. The Consumer Segment's SG&A ratios
were slightly favorable and flat to last year in the third quarter and first
nine months due to continued SG&A expense reduction efforts. The Automotive
Finishes Segment's SG&A ratio was favorable for the third quarter and first nine
months primarily due to increased sales and containment of SG&A spending. In the
International Coatings Segment, the SG&A ratio was affected by higher
commissions in Brazil relating to increased sales, partially offset by overall
sales increases.




                                      -9-
<PAGE>   10

The increase in interest expense for the third quarter and first nine months
versus the same periods for 1999 occurred due to higher average outstanding
short-term debt balances and rates, partially offset by lower average
outstanding long-term debt balances.

Other expense - net for the third quarter represented expense for 2000 and
income for 1999 primarily due to increased net expense from financing and
investing activities in 2000 and higher miscellaneous income in 1999, partially
offset by foreign currency exchange losses in 1999. Other expense - net for the
first nine months was higher versus 1999 primarily due to increases in financing
and investing related expenses, partially offset by lower foreign currency
exchange losses.

Net income for the third quarter declined 4.3 percent while improving 6.3
percent for the first nine months. Diluted net income per common share for the
third quarter was flat at $0.66 per common share as compared to last year and
increased to $1.61 per common share from $1.46 per common share for the first
nine months.

FINANCIAL CONDITION
- -------------------

During the first nine months of 2000, cash and cash equivalents decreased $15.6
million, net long-term debt decreased $96.0 million and short-term borrowings
increased $215.3 million. Short-term borrowings outstanding primarily relate to
the Company's commercial paper program, which had unused borrowing availability
of $517.5 million at September 30, 2000. This program is backed by the Company's
revolving credit agreements. The decrease in long-term debt is primarily related
to the payment of 6.25% notes totaling $100.0 million during the first quarter
of 2000. The proceeds from the issuance of short-term borrowings were used for
repayment of long-term debt, normal operating needs for seasonally higher
accounts receivable and inventories, capital expenditures of $97.7 million,
treasury shares acquisitions of $110.8 million, acquisitions of net assets of
$58.9 million, and cash dividends of $66.4 million. Cash spent on acquisitions
of net assets was used to purchase a specialized coatings business, a chain of
stores that sells architectural and automotive refinish products, an automotive
refinish coatings business located in Italy, and a powder coatings business
located in Brazil. The Company's current ratio declined to 1.29 from 1.34 at
December 31, 1999. The decrease in this ratio occurred primarily due to the
increased short-term borrowings.

Since September 30, 1999, cash and cash equivalents decreased $2.0 million
primarily due to cash used to acquire treasury shares of $128.3 million, net
reductions to long-term debt of $135.7 million, capital expenditures of $130.0
million, payments of cash dividends of $86.3 million, acquisition of net assets
of $61.7 million, and normal working capital needs, funded primarily by $484.2
million of cash generated by operations and $116.4 million net increase in
short-term borrowings. The Company expects to remain in a short-term borrowing
position throughout most of 2000.

Capital expenditures during the first nine months of 2000 represented primarily
the costs associated with new store openings in the Paint Stores Segment, the
purchase of land and building related to administrative offices and a technical
lab facility for the Automotive Finishes Segment,



                                      -10-
<PAGE>   11

and plant and facility  upgrades and expansions in the Consumer  Segment.  We do
not  anticipate  the need for any  specific  external  financing  to support our
capital programs during the remainder of 2000.

During the third quarter of 2000, the Company acquired 2,000,000 shares of its
common stock through open market purchases for treasury purposes, which brings
the total number of shares purchased in 2000 to 5,200,000 shares. The Company
acquires shares of its common stock for general corporate purposes and,
depending upon its cash position and market conditions, the Company may acquire
additional shares of its common stock in the future. At September 30, 2000, the
Company has authorization to purchase an additional 14,800,000 shares of its
common stock.

The Company and certain other companies are defendants in a number of lawsuits,
including five purported class actions, separate actions brought by the State of
Rhode Island, and actions brought by other governmental entities, arising from
the manufacture and sale of lead pigments and lead paints. The plaintiffs are
seeking recovery based upon various legal theories, including negligence, strict
liability, breach of warranty, negligent misrepresentations and omissions,
fraudulent misrepresentations and omissions, concert of action, civil
conspiracy, violations of unfair trade practices and consumer protection laws,
enterprise liability, market share liability, nuisance, unjust enrichment and
other theories. The lawsuits seek various damages and relief, including personal
injury and property damage, costs involving the detection and abatement of lead
paint from buildings, costs associated with a public education campaign, medical
monitoring costs and others. The Company believes that such lawsuits are without
merit and is vigorously defending them. It is also possible that additional
lawsuits may be filed against the Company based upon similar or different legal
theories and seeking similar or different types of damages and relief.

Litigation is inherently subject to many uncertainties. Adverse rulings or
determinations of liability, as well as changes in laws, could affect the lead
pigment and lead paint lawsuits against the Company and encourage an increase in
the number and nature of future claims and proceedings. Due to the uncertainties
involved, management is unable to predict the outcome of such lawsuits or the
number or nature of possible future claims and proceedings. In addition,
management cannot determine the scope or amount of the potential costs and
liabilities related to such lawsuits, claims or proceedings. However, based upon
the outcome of previous similar lawsuits, management does not currently believe
that the costs or potential liability ultimately determined to be attributable
to the Company arising out of such lawsuits will have a material adverse effect
on the Company's results of operations, liquidity or financial condition.

The operations of the Company, like those of other companies in our industry,
are subject to various federal, state and local environmental laws and
regulations. These laws and regulations not only govern our current operations
and products, but also impose potential liability on the Company for past
operations which were conducted utilizing practices and procedures that were
considered acceptable under the laws and regulations existing at that time. The
Company expects environmental laws and regulations to impose increasingly
stringent requirements upon the Company and our industry in the future. The
Company believes it conducts its operations in compliance with applicable
environmental laws and regulations and has implemented various programs designed
to protect the environment and promote continued compliance.



                                      -11-
<PAGE>   12

The Company is involved with environmental compliance, investigation and
remediation activities at some of its current and former sites (including former
sites which were previously owned and/or operated by businesses acquired by the
Company). The Company, together with other parties, has also been designated a
potentially responsible party under federal and state environmental protection
laws for the investigation and remediation of environmental contamination and
hazardous waste at a number of third-party sites, primarily Superfund sites. The
Company may be similarly designated with respect to additional third-party sites
in the future.

The Company accrues for environmental-related activities relating to its past
operations and third-party sites, including Superfund sites, for which costs or
minimum costs can be reasonably estimated. These estimated costs are determined
based on currently available facts regarding each site. The Company continuously
assesses its potential liability for investigation and remediation-related
activities and adjusts its environmental-related accruals as information becomes
available upon which more accurate costs can be reasonably estimated and as
additional accounting guidelines are issued which require changing the estimated
costs or the procedure utilized in estimating such costs. Actual costs incurred
may vary from these estimates due to the inherent uncertainties involved
including, among others, the number and financial condition of parties involved
with respect to any given site, the volumetric contribution which may be
attributed to the Company relative to that attributed to other parties, the
nature and magnitude of the wastes involved, the various technologies that can
be used for remediation and the determination of acceptable remediation with
respect to a particular site.

Pursuant to a Consent Decree entered into with the United States of America, on
behalf of the Environmental Protection Agency, filed in the United States
District Court for the Northern District of Illinois, the Company has agreed, in
part, to (i) conduct an investigation at its southeast Chicago, Illinois
facility to determine the nature, extent and potential impact, if any, of
environmental contamination at the facility and (ii) implement remedial action
measures, if required, to address any environmental contamination identified
pursuant to the investigation. The Company is currently conducting its
investigation of the site.

The Company entered into a settlement agreement with PMC, Inc. settling a
lawsuit brought by PMC regarding the Company's former manufacturing facility in
Chicago, Illinois which was sold to PMC in 1985. Pursuant to the terms of the
settlement agreement, the Company agreed, in part, to investigate and remediate,
as necessary, certain soil and/or groundwater contamination caused by historical
disposal, discharges, releases or events occurring at the facility. In February,
1999, the People of the State of Illinois filed an amended complaint in a state
court action against PMC joining the Company and alleging, in part, that the
Company has caused certain soil and underground contamination at the facility
and seeking, in part, that the Company investigate and remediate, as necessary,
any such soil and groundwater contamination. On November 8, 2000, the Company
entered into a Consent Decree with the People of the State of Illinois pursuant
to which the Company agreed, in part, to investigate and remediate, as
necessary, certain soil and/or groundwater contamination caused by historical
disposals, discharges, releases and/or events occurring at the facility. The
execution and filing of this Consent Decree in the state court action settled
the People of the State of Illinois' amended complaint against the Company.

With respect to the Company's southeast Chicago, Illinois facility and the PMC
facility, the Company has evaluated its potential liability and, based upon its
preliminary evaluation, has accrued appropriate amounts. However, due to the
uncertainties surrounding these facilities, the Company's ultimate liability may
result in costs that are significantly higher than currently



                                      -12-
<PAGE>   13

accrued. In such event, the recording of any additional  liability may result in
a material  impact on net income for the annual or interim  period  during which
the additional costs are accrued.

The Company does not believe that any potential liability ultimately attributed
to the Company for its environmental-related matters will have a material
adverse effect on the Company's financial condition, liquidity, cash flow or,
except as set forth in the preceding paragraph, net income.



                                      -13-
<PAGE>   14


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
- ----------------------------------------------------------

         Certain statements contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations", and elsewhere in this report
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are based upon management's expectations and
beliefs concerning future events and discuss, among other things, anticipated
future performance and revenues, expected growth and future business plans.
Words and phrases such as "expects", "anticipates", "believes", "will likely
result", "will continue", "plans to", and similar expressions are intended to
identify forward-looking statements. Readers are cautioned not to place undue
reliance on any forward-looking statements. Forward-looking statements are
necessarily subject to risks, uncertainties and other factors, many of which are
outside the control of the Company, that could cause actual results to differ
materially from such statements. These risks, uncertainties and other factors
include such things as: general business conditions, strengths of retail
economies and the growth in the coatings industry; competitive factors,
including pricing pressures and product innovation and quality; raw material
availability and pricing; changes in the Company's relationships with customers
and suppliers; the ability of the Company to successfully integrate recent and
future acquisitions into its existing operations; changes in general domestic
economic conditions such as inflation rates, interest rates and tax rates; risk
and uncertainties associated with the Company's expansion into foreign markets,
including inflation rates, recessions, foreign currency exchange rates, foreign
investment and repatriation restrictions and other external economic and
political factors; increasingly stringent domestic and foreign governmental
regulations including those affecting the environment; inherent uncertainties
involved in assessing the Company's potential liability for environmental
remediation-related activities; the nature, cost, quantity and outcome of
pending and future litigation and other claims, including the lead pigment and
lead paint lawsuits; and unusual weather conditions.

         Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise.



                                      -14-
<PAGE>   15


                      Item 3. QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk through various financial instruments,
including fixed rate debt instruments. The Company does not believe that any
potential loss related to these financial instruments will have a material
adverse effect on the Company's financial condition, results of operations or
liquidity. There were no material changes in the Company's exposure to market
risk since December 31, 1999.



                                      -15-
<PAGE>   16

                           PART II. OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K.
                  ---------------------------------

         (a)      Exhibits.

                  (10)(a)           Schedule of Certain Executive Officers who
                                    are Parties to the Severance Pay Agreements
                                    in the Forms Attached as Exhibit 10(b) to
                                    the Company's Quarterly Report on Form 10-Q
                                    For the Period Ended June 30, 1997 (filed
                                    herewith).

                  (10)(b)           The Sherwin-Williams Company 1994 Stock
                                    Plan, as amended and restated July 26, 2000
                                    (filed herewith).

                  (10)(c)           Amended and Restated Split-Dollar Life
                                    Insurance Agreement, dated August 18, 2000,
                                    between John G. Breen, the Company and
                                    National City Bank (filed herewith).

                  (10)(d)           Salary Continuation and Death Benefit Plan
                                    Agreement, dated August 18, 2000, between
                                    John G. Breen and the Company (filed
                                    herewith).

                  (27)              Financial Data Schedule for the period ended
                                    September 30, 2000 (filed herewith).

         (b) Reports on Form 8-K. The Company filed a Current Report on Form
         8-K, dated September 13, 2000, reporting under Item 5 expected sales
         and earnings for the third quarter of 2000 and full year 2000.

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             THE SHERWIN-WILLIAMS COMPANY

November 13, 2000                            By:  /s/ J.L. Ault
                                                  ------------------------------
                                                  J.L. Ault
                                                  Vice President-Corporate
                                                  Controller

November 13, 2000                            By:  /s/ L.E. Stellato
                                                  ------------------------------
                                                  L.E. Stellato
                                                  Vice President, General
                                                  Counsel and Secretary



                                      -16-
<PAGE>   17


                                INDEX TO EXHIBITS
                                -----------------

EXHIBIT NO.                EXHIBIT
- -----------                -------

(10)(a)                    Schedule of Certain Executive Officers who are
                           Parties to the Severance Pay Agreements in the Forms
                           Attached as Exhibit 10(b) to the Company's Quarterly
                           Report on Form 10-Q For the Period Ended June 30,
                           1997 (filed herewith).

(10)(b)                    The Sherwin-Williams Company 1994 Stock Plan, as
                           amended and restated July 26, 2000 (filed herewith).

(10)(c)                    Amended and Restated Split-Dollar Life Insurance
                           Agreement, dated August 18, 2000, between John G.
                           Breen, the Company and National City Bank (filed
                           herewith).

(10)(d)                    Salary Continuation and Death Benefit Plan Agreement,
                           dated August 18, 2000, between John G. Breen and the
                           Company (filed herewith).

(27)                       Financial Data Schedule for the period ended
                           September 30, 2000 (filed herewith).




                                      -17-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>2
<FILENAME>l84502aex10-a.txt
<DESCRIPTION>EXHIBIT 10(A)
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(a)


             Schedule of Certain Executive Officers who are Parties
              to the Severance Pay Agreements in the Forms Attached
         as Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q
                       For the Period Ended June 30, 1997
                        ________________________________


Form A of Severance Pay Agreement
- ---------------------------------

Christopher M. Connor
Joseph M. Scaminace

Form B of Severance Pay Agreement
- ---------------------------------

John L. Ault
Michael A. Galasso
Thomas E. Hopkins
Conway G. Ivy
John G. Morikis
Ronald P. Nandor
Larry J. Pitorak
Thomas W. Seitz
Louis E. Stellato

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>3
<FILENAME>l84502aex10-b.txt
<DESCRIPTION>EXHIBIT 10(B)
<TEXT>

<PAGE>   1


                                                                   EXHIBIT 10(b)

                          THE SHERWIN-WILLIAMS COMPANY
                                 1994 STOCK PLAN

                      (AMENDED AND RESTATED JULY 26, 2000)

         The Sherwin-Williams Company 1994 Stock Plan (the "Plan") is amended
and restated effective as of July 26, 2000. The Plan was established effective
as of 12:00:01 a.m. on February 16, 1994. The purpose of the Plan is to attract
and retain key executive, managerial, technical and professional personnel for
The Sherwin-Williams Company and its subsidiaries by providing incentives and
rewards for superior performance by such personnel.

                                    ARTICLE I
                                   DEFINITIONS

         As used herein, the following terms shall have the following respective
meanings unless the context clearly indicates otherwise:

         1.01  Appreciation Right. A right to receive from the Company, upon
surrender of the related stock option, an amount equal to the Spread in
accordance with Article IV.

         1.02  Board of Directors. The Board of Directors of the Company.

         1.03  Code. The Internal Revenue Code of 1986, as the same has been or
may be amended from time-to-time.

         1.04  Committee. The Compensation and Management Development Committee
of the Board of Directors or such other committee composed of not less than
three (3) independent directors appointed by the Board of Directors.

         1.05  Common Stock. Common Stock of the Company or any security into
which such Common Stock may be changed by reason of any transaction or event of
the type described in Article VIII.

         1.06  Company. The Sherwin-Williams Company, or its corporate successor
or successors.

         1.07  Date of Grant. The date specified by the Board of Directors on
which a grant of Option Rights or Appreciation Rights or a grant or sale of
Restricted Stock shall become effective (which date shall not be earlier than
the date on which the Board of Directors takes action with respect thereto).





                                       1
<PAGE>   2



         1.08  Eligible Employees. Persons who are selected by the Board of
Directors and who are, at the time such persons are selected, officers
(including officers who are members of the Board of Directors) or other key
employees of the Company or any of its Subsidiaries.

         1.09  Fair Market Value. 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.

         1.10  ISO. An "incentive stock option" within the meaning of section
422 of the Code.

         1.11  Option Right. The right to purchase a share of Common Stock upon
exercise of an option granted pursuant to Article III.

         1.12  Participant. An Eligible Employee named in an agreement or notice
of grant evidencing an outstanding Option Right, Appreciation Right, Restricted
Stock or stock option granted under any stock option plan heretofore or
hereafter approved by the shareholders of the Company.

         1.13  Plan. The Sherwin-Williams Company 1994 Stock Plan, as the same
may be amended from time-to-time.

         1.14  Restricted Stock. Shares of Common Stock granted or sold pursuant
to Article V as to which neither the substantial risk of forfeiture nor the
prohibition or restriction on transfer referenced to therein has lapsed,
terminated or been cancelled.

         1.15  Section 16. Section 16 of the Securities Exchange Act of 1934, as
the same has been and may be amended from time-to-time.

         1.16  Spread. The excess of the Fair Market Value per share of Common
Stock on the date when an Appreciation Right is exercised over the option price
provided for in the related stock option.

         1.17  Subsidiary. Any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
granting of the Option Right, Appreciation Right or the grant or sale of
Restricted Stock, each of the corporations other than the last corporation in
the unbroken chain owns stock possessing fifty percent or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         1.18  Tax Date. The date upon which the tax is first determinable.



                                       2
<PAGE>   3



                                   ARTICLE II
                             COMMON STOCK AVAILABLE

         2.01  Number of Shares. The shares of Common Stock which may be (a)
sold upon the exercise of Option Rights, (b) delivered upon the exercise of
Appreciation Rights, or (c) awarded or sold as Restricted Stock and released
from substantial risks of forfeiture thereof shall not exceed in the aggregate
14,000,000 shares plus the number of shares of Common Stock previously
authorized pursuant to the Plan which are available as of the date hereof, all
subject to adjustment as provided in Articles VII and VIII. Such shares may be
shares of original issuance or treasury shares or a combination of the
foregoing.

         2.02  Reuse of Shares. If an Option Right or portion thereof shall
expire or terminate for any reason without having been exercised in full, or if
the rights of a Participant in Restricted Stock shall terminate prior to the
lapse of the substantial risk of forfeiture relating thereto, the shares covered
by such Option Right or Restricted Stock grant not transferred to the
Participant shall be available for future grants of Option Rights and/or
Restricted Stock.

                                   ARTICLE III
                                  OPTION RIGHTS

         3.01  Authorization and Terms. The Board of Directors may from
time-to-time authorize the granting of Option Rights to Eligible Employees to
purchase shares of Common Stock. Each such grant may utilize any or all of the
authorizations and shall be subject to the following terms, conditions and
limitations:

                  (A) Each grant shall specify the number of shares of Common
         Stock to which it pertains.

                  (B) Each grant shall specify an option price per share equal
         to the Fair Market Value per share on the Date of Grant, and that such
         option price shall be payable in full at the time of exercise of the
         Option Right either (i) in cash, (ii) by exchanging for the shares to
         be issued hereunder pursuant to the exercise of the Option Right
         previously acquired shares of the Company's Common Stock held for such
         period of time, if any, as the Board of Directors may require (valued
         at an amount equal to the Fair Market Value of such stock on the date
         of exercise), or (iii) by a combination of the payment methods
         specified in clauses (i) and (ii) hereof. The proceeds of sale of
         Common Stock subject to Option Rights are to be added to the general
         funds of the Company or to the shares of the Common Stock held in
         treasury and used for the Company's corporate purposes as the Board of
         Directors shall determine.





                                       3
<PAGE>   4

                  (C) Successive grants may be made to the same Eligible
         Employee whether or not any Option Rights previously granted to such
         Eligible Employee remain unexercised.

                  (D) The Option Rights may be either (i) options which are
         intended to qualify under particular provisions of the Code, as in
         effect from time-to-time, including, but not limited to, ISOs, (ii)
         options which are not intended to so qualify or (iii) any combination
         of separate grants of both (i) and (ii).

                  (E) The aggregate Fair Market Value of the Common Stock
         (determined as of the time the Option Right with respect to such Common
         Stock is granted) for which any Eligible Employee may be granted
         options which are intended to qualify as ISOs and which are exercisable
         for the first time by such Participants during any calendar year (under
         all plans of the Company and Subsidiaries, if any) shall not exceed
         $100,000.

                  (F) To receive incentive stock option treatment, no
         disposition of any shares of Common Stock obtained through the exercise
         of an incentive stock option can be made either two years from the date
         of the granting of the Option Right, or one year from the transfer of
         such shares to the Participant.

                  (G) An Option Right (until terminated as provided herein)
         shall be exercisable to the extent of one-third of the shares granted
         one full year from the date of grant and to the extent of an additional
         one-third of such shares on the date two years and the date three years
         from the date of grant. In the event of the death of the Participant,
         any Option Rights outstanding shall, notwithstanding the provision
         providing for accrual in installments set forth in the preceding
         sentence, become immediately exercisable in full. To the extent
         exercisable, the Option Rights may be exercised in whole or in part
         from time-to-time.

                  (H) Upon a filing pursuant to any federal or state law in
         connection with any tender offer for shares of Common Stock (other than
         a tender offer by the Company) or upon the signing of any agreement for
         the merger or consolidation of the Company with another corporation or
         for the sale of substantially all of the assets of the Company to
         another corporation, which tender offer, merger, consolidation or sale
         if consummated would, in the opinion of the Board of Directors, be
         likely to result in a change in control of the Company, any Option
         Rights outstanding shall, notwithstanding any provisions providing for
         accrual in installments, become immediately exercisable in full. In the
         event that any such tender offer, merger, consolidation or sale be
         abandoned or, in the opinion of the Board of Directors, is not likely
         to be consummated, the Board of Directors may by notice to the
         Participant nullify the effect of the immediately preceding sentence
         and reinstate any provisions providing for accrual in installments, but
         without prejudice to any exercise of Option Rights that may have
         occurred prior to such nullification.





                                       4
<PAGE>   5

                  (I) All rights under any Option Right, including any Option
         Right installment which has not previously become exercisable, shall
         cease and terminate on the earliest of the following dates:

                       (i)          The date on which the Participant ceases to
                                    be an employee of the Company or a
                                    Subsidiary for any reason whatsoever unless
                                    the Participant ceases to be such employee
                                    by reason of (a) death or (b) retirement
                                    under a retirement plan of the Company or a
                                    Subsidiary at or after the earliest
                                    voluntary retirement age provided for in
                                    such plan or retirement at an earlier age
                                    with the consent of the Board of Directors
                                    ("Retirement");

                       (ii)         Three years after the date of the death of
                                    the Participant if (a) the Participant dies
                                    while an employee of the Company or a
                                    Subsidiary, or (b) the Participant dies
                                    following his/her Retirement;

                       (iii)        Ten years from the date on which the Option
                                    Right was granted; and

                       (iv)         The date on which the Participant
                                    intentionally commits an act materially
                                    harmful to the interests of the Company or a
                                    Subsidiary as determined by the Board of
                                    Directors.

                  (J) To receive ISO treatment under the Internal Revenue Code,
         as amended, the Option Right must be executed within three months after
         the date the Participant ceases to be an employee of the Company or a
         Subsidiary by reason of Retirement.

                  (K) Nothing contained in this Plan shall limit whatever right
         the Company or a Subsidiary might otherwise have to terminate the
         employment of the Participant, and the terms of an Option Right shall
         not be affected in any manner by any employment or other agreement
         between the Participant and the Company or any Subsidiary.

                  (L) An Option Right shall not be exercisable if such exercise
         would involve a violation of any applicable federal or state securities
         law. An Option Right shall not be exercisable if at the time of
         exercise such exercise would require registration under the Securities
         Act of 1933, as amended, or under any similar federal securities law
         then in effect, of the shares of Common Stock or other securities to be
         purchased thereunder, and such registration shall not then be
         effective. The Company shall register the shares of Common Stock or
         other securities covered by an Option Right under any such law if (i)
         such registration shall be necessary to the exercise of an Option Right
         and the Board of Directors shall not determine that such registration
         would result in undue expense or undue hardship to the Company or (ii)
         the Board of Directors, in it sole discretion,



                                       5
<PAGE>   6

         shall determine that such registration is desirable to effect the
         purposes for which the Option Right is granted and would not result in
         undue expense or undue hardship to the Company.

                  (M) Each grant of Option Rights shall be evidenced by a notice
         of grant issued on behalf of the Company and delivered to the Eligible
         Employee.

                  (N) The maximum number of shares for which Option Rights may
         be granted to any Eligible Employee during any calendar year shall not
         exceed 1,000,000.

                                   ARTICLE IV
                               APPRECIATION RIGHTS

         4.01  Generally. The Board of Directors may from time-to-time grant
Appreciation Rights in respect of any or all stock options heretofore or
hereafter granted (including stock options simultaneously granted) pursuant to
any stock option plan or employment agreement of the Company now or hereafter in
effect, whether or not such stock options are at such time exercisable, to the
extent that such stock options at such time have not been exercised and have not
been terminated. The terms and provisions of such Appreciation Rights shall be
subject to the limitations and provisions of the Plan. The amount which may be
due the Participant at the time of the exercise of an Appreciation Right may be
paid by the Company in whole shares of Common Stock (taken at their Fair Market
Value at the time of exercise), in cash or a combination thereof, as the Board
of Directors shall determine.

         4.02  Exercise of Appreciation Rights. An Appreciation Right may be
exercised at any time when the related stock option may be exercised by the
surrender to the Company, unexercised, of the related stock option. Shares
covered by stock options so surrendered shall not be available for the granting
of further stock options under any stock option plan of the Company or a
Subsidiary, anything in such plan to the contrary notwithstanding.

         4.03  Limitation on Payments. The amount payable on the exercise of any
Appreciation Rights may not exceed 100% (or such lesser percentage as the Board
of Directors may determine) of the excess of (i) the Fair Market Value of the
shares of Common Stock covered by the related option as determined on the date
such Appreciation Right is exercised over (ii) the aggregate option price
provided for in the related stock option.

         4.04  Termination of Appreciation Right. An Appreciation Right shall
terminate and may no longer be exercised upon the earlier of (i) exercise or
termination of the related stock option or (ii) any termination date specified
by the Board of Directors at the time of grant of such Appreciation Right.






                                       6
<PAGE>   7

         4.05  Limitation on Number of Appreciation Rights. The maximum number
of shares for which Appreciation Rights may be granted to any Eligible Employee
during any calendar year shall not exceed 1,000,000.


                                    ARTICLE V
                                RESTRICTED STOCK

         5.01  Authorization and Terms. The Board of Directors may, from
time-to-time and upon such terms and conditions as it may determine, authorize
the granting or sale to Eligible Employees of Restricted Stock. Each grant or
sale may utilize any or all of the authorizations and shall be subject to all of
the following limitations:

                  (A) Each such grant or sale shall constitute an immediate
         transfer of the ownership of shares of Common Stock to the Participant
         in consideration of the performance of services and shall entitle such
         Participant to voting, dividend and other ownership rights, as the
         Board of Directors may determine, subject, however, to a substantial
         risk of forfeiture and restrictions on transfer as the Board of
         Directors may determine.

                  (B) Each such grant or sale may be made without additional
         consideration or in consideration of a payment by such Participant that
         is less than the Fair Market Value per share at the Date of Grant.

                  (C) Each such grant or sale shall provide that the shares of
         Restricted Stock covered by such grant or sale are subject to a
         "substantial risk of forfeiture" within the meaning of Section 83 of
         the Code and the regulations thereunder.

                  (D) Each such grant or sale shall provide that during the
         period for which the substantial risk of forfeiture is to continue, the
         transferability of the Restricted Stock shall be prohibited or
         restricted in the manner and to the extent prescribed by the Board of
         Directors at the Date of Grant.

                  (E) Each grant or sale of Restricted Stock shall be evidenced
         by an agreement executed on behalf of the Company by an officer and
         delivered to and accepted by the Participant and shall contain such
         terms and provisions, consistent with the Plan, as the Board of
         Directors may approve.

                  (F) Each grant or sale shall be subject to a vesting
         requirement. The percentage of the number of shares of Restricted
         Stock granted to any Participant that such Participant shall be
         entitled to receive without restriction shall be based upon a
         comparison of the average return on average equity of the Company and
         a group of other companies. The number of shares of Restricted Stock
         which a Participant shall be


                                       7
<PAGE>   8

         entitled to receive without restriction shall be determined in
         accordance with the following table:

         Average Return on
         Average Equity Percentile Ranking
         of the Company Compared                                  Percentage of
         to Group of Other Companies                              Shares Vesting
         ---------------------------                              --------------

         80th to 100th Percentile ....................................     100%
         75th to 80th Percentile .....................................      90%
         70th to 75th Percentile .....................................      80%
         65th to 70th Percentile .....................................      70%
         60th to 65th Percentile .....................................      60%
         55th to 60th Percentile .....................................      50%
         50th to 55th Percentile .....................................      40%
         Less than 50th Percentile ...................................       0%

                  The maximum number of shares of Restricted Stock that may be
  granted to any Eligible Employee during any calendar year shall not exceed
  1,000,000.

                                   ARTICLE VI
                           ADMINISTRATION OF THE PLAN



         6.01  Generally. The Plan shall be administered by the Board of
Directors, which may from time-to-time delegate all or any part of its authority
under the Plan to a Committee. The members of the Committee shall not be
eligible and shall not have been eligible for a period of at least one year
prior to their appointment, to participate in the Plan. A majority of the Board
of Directors or the Committee, if applicable, shall constitute a quorum, and the
action of the members present at any meeting at which a quorum is present, or
acts unanimously approved in writing, shall be the acts of the Board of
Directors or the Committee, as applicable. No Restricted Stock, Option Right or
Appreciation Right shall be granted or sold under the Plan to any member of the
Committee so long as his membership continues.

         6.02  Interpretation and Construction. The interpretation and
construction by the Board of Directors of any provision of the Plan or of any
agreement, notification or document evidencing the grant of Restricted Stock,
Option Rights or Appreciation Rights and any determination by the Board of
Directors pursuant to any provision of the Plan or of any such agreement,
notification or document, made in good faith, shall be final and conclusive. No
member of the Board of Directors shall be liable for any such action or
determination made in good faith.





                                       8
<PAGE>   9

                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

         7.01  Amendment of the Plan. The Plan may be amended from time-to-time
by the Board of Directors without further approval by the shareholders of the
Company unless such amendment (i) increases the maximum number of shares
specified in Article II (except that adjustments authorized by Section 8.02
shall not be limited by this provision), (ii) changes the definition of
"Eligible Employees" or (iii) causes Rule 16b-3 issued under the Securities
Exchange Act of 1934 (or any successor rule to the same effect) to cease to be
applicable to the Plan.

         7.02  Amendment of the Agreements. The Board of Directors may cancel or
amend any agreement or notice of grant evidencing Restricted Stock, Option
Rights or Appreciation Rights granted under the Plan provided that, except as
provided in Section 8.02, the option price per share may not be increased or
decreased following the Date of Grant of the related Option Right.

         7.03  Automatic Termination. The Plan will terminate at midnight on
February 16, 2003; provided, however, that Option Rights and Appreciation
Rights granted on or before that date may extend beyond that date and
restrictions imposed on Restricted Stock transferred on or before that date may
extend beyond such date.


                                  ARTICLE VIII
                                 MISCELLANEOUS

         8.01  Transferability. No Option Right or Appreciation Right shall be
transferable by a Participant other than by will or the laws of descent and
distribution. Option Rights and Appreciation Rights shall be exercisable during
the Participant's lifetime only by the Participant. No right or interest of any
Participant granted under the Plan shall be subject to alienation, anticipation,
encumbrance, garnishment, attachment, any lien, obligation or liability of such
Participant, or execution or levy of any kind, voluntary or involuntary, except
as provided herein or required by law.

         8.02  Adjustments. The Board of Directors may make or provide for such
adjustments in the exercise price, sale price and the number or kind of shares
of the Company's Common Stock or other securities covered by outstanding Option
Rights, Appreciation Rights or Restricted Stock grants as such Board of
Directors in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
Participants that would otherwise result from (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. The Board
of Directors may also make or provide for such adjustments in the number or kind
or shares of the Company's Common Stock or other securities which may be sold or
transferred




                                       9
<PAGE>   10

under the Plan and in the maximum number of shares that may be purchased or
received by any person, as such Board of Directors in its sole discretion,
exercised in good faith, may determine is appropriate to reflect any event of
the type described in clauses (i) and/or (ii) of the preceding sentence.

         8.03  Fractional Shares. The Company shall not be required to sell or
transfer any fractional share of Common Stock pursuant to the Plan. The Board
of Directors may provide for the elimination of fractions or for the settlement
of fractions in cash.

         8.04  Withholding Taxes. The Company shall have the right to deduct
from any transfer of shares or other payment under this Plan an amount equal to
the Federal, state and local income taxes and employment taxes required to be
withheld by it with respect to such transfer and payment and, if the cash
portion of any such payment is less than the amount of taxes required to be
withheld, to require the Participant or other person receiving such transfer or
payment, to pay to the Company the balance of such taxes so required to be
withheld. Notwithstanding the foregoing, when a Participant is required to pay
to the Company an amount required to be withheld under applicable income and
employment tax laws, the Participant may elect to satisfy the obligation, in
whole or in part, by electing to have withheld, from the shares required to be
delivered to the Participant, shares of Common Stock having a value equal to
the amount required to be withheld (except in the case of Restricted Stock
where an election under Section 83(b) of the Code has been made), or by
delivering to the Company other shares of Common Stock held by such
Participant. The shares used for tax withholding settlement will be valued at
an amount equal to the Fair Market Value of such Common Stock on the Tax Date.
Election by a Participant to have shares withheld or to deliver other shares of
Common Stock for this purpose will be subject to the following restrictions:
(i) such election must be made prior to the Tax Date, (ii) such election will
be irrevocable, and (iii) such election will be subject to the disapproval of
the Board of Directors.

         8.05  Not an Employment Contract. This Plan shall not confer upon any
Eligible Employee or Participant any right with respect to continuance of
employment with the Company or any Subsidiary, nor shall it interfere in any
way with any right such Eligible Employee, Participant, the Company or any
Subsidiary would otherwise have to terminate such Participant or Eligible
Employee's employment at any time.

         8.06  Invalidity of Provisions. Should any part of the Plan for any
reason be declared by any court of competent jurisdiction to be invalid, such
decision shall not affect the validity of any remaining portion, which remaining
portion shall continue in full force and effect as if the Plan had been adopted
with the invalid portion hereof eliminated, it being the intention of the
Company that it would have adopted the remaining portion of the Plan without
including any such part, parts or portion which may for any reason be hereafter
declared invalid.

         8.07  Effective Date. The Plan became effective at 12:00:01 a.m. on
February 16, 1994 following its approval at the April 28, 1993 Annual Meeting of
Shareholders of the



                                      10
<PAGE>   11

Company by the affirmative vote of the holders of a majority of the shares of
Common Stock present, in person or by proxy, and entitled to vote thereat. The
Plan shall be deemed to have been adopted on the date of such meeting.










                                      11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>4
<FILENAME>l84502aex10-c.txt
<DESCRIPTION>EXHIBIT 10(C)
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 10(c)

                              AMENDED AND RESTATED
                              --------------------
                     SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
                     -------------------------------------

             THIS AMENDED AND RESTATED SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
("AMENDMENT"), effective as of the 18th day of August, 2000, is made by and
among THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation (the "Corporation"),
JOHN G. BREEN, an individual residing in the State of Ohio (the "Employee"),
and NATIONAL CITY BANK, Trustee under THE JOHN G. BREEN AND MARY JANE BREEN
IRREVOCABLE TRUST AGREEMENT dated March 2, 1996 (National City Bank being
hereinafter referred to as the "Trustee" and the trust formed in connection
with the aforementioned Trust Agreement being hereinafter referred to as the
"Trust" and hereinafter the Corporation, the Employee, and the Trustee may be
referred to collectively as the "Parties").

                              W I T N E S S E T H:

             WHEREAS, the Corporation, the Employee, and the Trustee entered
into a Split-Dollar Agreement on March 25, 1996;

             WHEREAS, the Trustee is the owner and beneficiary of life
insurance policy 3815720 and life insurance policy 3819246, described in
Exhibit A attached hereto, issued on March 5, 1996, by The Guardian Life
Insurance Company of America (the "Insurer") insuring the lives of the Employee
and Mary J. Breen (the "Spouse"), each policy having an initial face value of
Six Million Dollars ($6,000,000) for a total initial face value of Twelve
Million Dollars ($12,000,000);

             WHEREAS, the Corporation and the Trustee agreed to make life
insurance policy 3815720 and life insurance policy 3819246 subject to the
Split-Dollar Agreement dated March 25, 1996;


             WHEREAS, the Trustee now desires to exchange life insurance policy
3815720 and life insurance policy 3819246 for three new policies of life
insurance, described in Exhibit A attached hereto (policy 3884679, policy
3886165, and policy 3886166), to be issued by the Insurer on the lives of the
Employee and his Spouse with an initial aggregate face value of Twenty-one
Million Dollars ($21,000,000) (the "Policies") and the Corporation and the
Trustee desire to make the Policies subject to the Split-Dollar Agreement dated
March 25, 1996, as modified and restated by this Amendment;

             WHEREAS, the Employee continued his employment with the
Corporation through April 30, 2000;

             WHEREAS, the Corporation has contributed Two Million Nine Hundred
Eighty Thousand Dollars ($2,980,000) towards the payment of annual premiums on
life insurance policy 3815720 and life insurance policy 3819246;



<PAGE>   2

             WHEREAS, the Corporation is desirous of continuing to assist the
Trustee in paying for life insurance on the lives of the Employee and his
Spouse, which coverage is intended to continue even if the Employee predeceases
his Spouse;

             WHEREAS, the Corporation has determined that this assistance can
best be provided under a "split-dollar" arrangement; and

             WHEREAS, the Parties now desire to amend and restate the
Split-Dollar Agreement originally entered into on March 25, 1996, in its
entirety as follows. Hereafter, all references herein to "Agreement" shall
refer to the original Split Dollar Agreement dated March 25, 1996, as modified
and restated by this Amendment.

             NOW, THEREFORE, for value received and in consideration of the
mutual covenants contained herein, the Parties agree as follows:

         1.  PAYMENT OF PREMIUMS. Each year the Agreement remains in effect, the
Corporation shall remit the entire premium due on the Policies to the Insurer
on or before the premium due date. The Corporation shall furnish to the
Employee or to his Spouse, if she survives the Employee, and the Trustee notice
of timely payment of such premium.

         2.  ALLOCATION OF PREMIUMS. The Trustee will contribute a portion
towards the annual premium due on the Policies that is equal to the lesser of
(a) the amount of the entire Economic Benefit (as defined below) that would be
taxable to the Employee or his Spouse but for such payment, or (b) the amount
of the premium due on the Policies. The Trustee shall make such contributions
by remitting its portion of the annual premium on the Policies to the
Corporation before the premium due date. The Corporation shall contribute the
remainder of the annual premium. The Economic Benefit that would be taxable to
the Employee or his Spouse in any given year during the term of the Agreement
shall be an amount equal to the cost of current life insurance protection on
the joint lives of the Employee and his Spouse, measured by the U.S. Life Table
38 (as established by the Internal Revenue Service), while the Employee and his
Spouse are both living, and after the death of either the Employee or his
Spouse, measured by the lower of the P.S. No. 58 Cost (as established by the
Internal Revenue Service) or the Insurer's current published premium rate for
annually renewable term insurance for standard risks. For short taxable years,
or for a year during which either the Employee or his Spouse dies, the amounts
will be prorated on a daily basis.

         3.  APPLICATION OF POLICY DIVIDENDS. The dividends declared by the
Insurer on the Policies will continue to be applied to purchase additional
paid-up insurance.

         4.  INCIDENTS OF OWNERSHIP. The Trustee is and shall continue to be the
sole and exclusive owner of the Policies and the Trustee shall be entitled to
exercise any and all rights, privileges and benefits of ownership in the
Policies, including, but not limited to, assigning, surrendering, borrowing
from, canceling, or otherwise disposing of the Policies. It is the intention of
the Parties that the Trustee retain all ownership rights in the Policies,
except the Corporation's right to recover the Corporation's Interest in the
Policies, as hereafter defined.


                                       2
<PAGE>   3

The Corporation shall have only those rights as collateral assignee of the
Policies to recover an amount equal to the Corporation's Interest in the
Policies, but no other amounts. All provisions of the Agreement shall be
construed so as to carry out such intention. The "Corporation's Interest in the
Policies" will mean, at any time at which the value of such interest is to be
determined under the Agreement, the sum of (1) Two Million Nine Hundred Eighty
Thousand Dollars ($2,980,000) and (2) the total of amounts contributed toward
premiums on the Policies by the Corporation on and after July 30, 2000, but
less the amount of any loans and/or withdrawals from the Policies theretofore
obtained by the Corporation. The "Corporation's Interest in the Policies" shall
not include any amounts contributed by the Trustee towards the premiums on the
Policies. Not later than the 30th day of September of each year that the
Agreement remains in effect, the Corporation shall furnish to the Trustee a
written, dated schedule indicating the separate contributions to the annual
premiums by the Corporation and the Trustee for such year and the cumulative
value of the Corporation's Interest in the Policies as of the date of such
schedule, as determined in accordance with the provisions of the Agreement.
Upon written consent by the Corporation and the Trustee, such schedule shall
thereafter be referred to as "Exhibit B" for the applicable year and shall be
attached and made a part of the Agreement. Exhibit B shall be updated annually
in accordance with the provisions of this paragraph.

         5.  COLLATERAL ASSIGNMENT. In order to secure the repayment to the
Corporation of the amount of the premiums on the Policies paid by it under the
Agreement the Trustee has assigned the Policies to the Corporation as
collateral, under the form used by the Insurer for such assignments. The
Trustee and the Corporation agree that the collateral assignment of the
Policies to the Corporation shall continue and shall not be terminated, altered
or amended by the Trustee, without the express, written consent of the
Corporation. The Trustee and the Corporation further agree to take all action
necessary to cause such collateral assignment to conform to the provisions of
the Agreement.

         6.  RIGHTS TO THE PROCEEDS AT DEATH. Upon the death of the survivor of
the Employee and his Spouse while the Agreement is in force, the Corporation
shall receive the Corporation's Interest in the Policies, the Trustee shall
receive the remaining balance of the proceeds of the Policies and the Agreement
shall terminate. Notwithstanding any provision herein to the contrary, in the
event that, for any reason whatsoever, no death benefit is payable under the
Policies upon the death of the survivor of the Employee and his Spouse and in
lieu thereof the Insurer refunds all or any part of the premiums paid for the
Policies, the Corporation and the Trustee shall have the unqualified right to
share, pro rata, such refund of premiums based on their respective cumulative
contributions thereto.

         7.  TERMINATION OF AGREEMENT. If not sooner terminated by the death of
the survivor of the Employee and his Spouse, the Agreement shall terminate at
such time as all the Parties agree in writing or at such time on or after
August 2, 2016, as the net death benefit of the Policies payable to the Trustee
exceeds Twenty-three Million Dollars ($23,000,000) determined as if the
Agreement were then terminated and the Corporation's Interest in the Policies
had been paid to the Corporation.





                                       3
<PAGE>   4

             Notwithstanding the foregoing, if at the time of anticipated
termination of the Agreement as stated above, any distribution from the
Policies would be subject to federal income taxation by reason of the Policies
being classified as a modified endowment contract ("MEC") as defined in Section
7702A of the Internal Revenue Code of 1986, as amended, and applicable Treasury
Regulations thereunder, or any successor provisions thereto, the Agreement as
amended shall not terminate and will continue until such time as any
distributions from the Policies would not be subject to federal income taxation
by reason of the Policies being classified as a MEC as defined in Section 7702A
of the Internal Revenue Code of 1986, as amended, and applicable Treasury
Regulations thereunder, or any successor provisions thereto, unless the Parties
agree in writing to terminate the Agreement.

         8.  RIGHTS UPON TERMINATION.

             (a) The Trustee will, for the sixty (60) days immediately
following the date on which termination occurs, have the right to obtain a
release of the Corporation's Interest in the Policies by paying to the
Corporation an amount equal to the Corporation's Interest in the Policies.
Concurrently with such payment the Corporation will release and relinquish the
collateral assignment of the Policies to the Trustee.

             (b) Upon release by the Corporation of the collateral assignment
in the Policies, the Trustee will thereafter own the Policies free from the
provisions of the Agreement but subject to any loans and interest thereon
incurred by the Trustee.

             (c) If the Trustee fails to make the payment provided for in
paragraph (a) hereof, the Corporation shall have the right to obtain its
Interest in the Policies, as set forth in the last Exhibit B approved by the
Corporation and the Trustee, directly from the Insurer by a loan against the
Policies, a partial surrender of the Policies, or a withdrawal from the
Policies, as the Corporation deems appropriate. Concurrent with such payment,
the Corporation will release and relinquish the collateral assignment of the
Policies to the Trustee.

         9.  SATISFACTION OF CLAIM. The Trustee agrees that the Trust's rights
and interest, and the rights and interest of any persons taking under or
through it, will be completely satisfied upon compliance by the Corporation
with the provisions of the Agreement.

         10. INSURER NOT A PARTY. The Insurer shall be fully discharged from
its obligations under the Policies by payment of the death benefit of the
Policies to the beneficiary or beneficiaries named in the Policies, subject to
the terms and conditions of the Policies. In no event shall the Insurer be
considered a Party to the Agreement, or any modification or amendment hereof.
No provision of the Agreement, nor any modification or amendment hereof, shall
in any way be construed as enlarging, changing, varying, or in any other way
affecting the obligations of the Insurer as expressly provided in the Policies,
except insofar as the provisions hereof are made a part of the Policies by the
collateral assignment executed by the Trustee and filed with the Insurer in
connection herewith.




                                       4
<PAGE>   5

         11. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.

             (a) The Corporation is hereby designated as the named fiduciary
under the Agreement. The named fiduciary shall have authority to control and
manage the operation and administration of the Agreement, and it shall be
responsible for establishing and carrying out a funding policy and method
consistent with the objectives of the Agreement.

             (b) If the Trustee, the Employee or his Spouse (collectively
and/or individually the "Claimant") believes that he or she or it is entitled
to a benefit under the Agreement which he or she or it has not received because
the Corporation has denied the benefit in whole or in part, the Claimant may
file with the Corporation a written claim specifying the basis of his or her or
its complaint and the facts upon which he or she or it relies in making such
claim. Such claim must be witnessed by the Claimant or his or her or its
authorized representative and shall be deemed filed when received by the
Corporation. Unless such claim is allowed in total by the Corporation, the
Corporation shall respond in writing to the Claimant advising him or her or it
of the total or partial denial of his or her or its claim within a reasonable
amount of time but not later than ninety (90) days after receipt of the claim
and shall deliver such reply within such period. The Corporation may, however,
extend the reply period for an additional ninety (90) days for reasonable
cause. Such notice shall include:

                   (1) The reasons for denial of claim;

                   (2) Reference to the provisions of the Agreement upon which
the denial of the claim was based;

                   (3) A description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation of why such
material and information is necessary; and

                   (4) An explanation of the review procedure.

Within six (6) months after the mailing of such notice of denial, the Claimant
may appeal such denial by filing with a special review committee appointed by
the Corporation his or her or its written request for review of said claim. A
special review committee shall consist of no less than three (3) persons who
are disinterested as to the claimant. If an appeal is so filed within the six
(6) month period, the special review committee shall conduct a full and fair
review of such claim and mail to the Claimant not later than sixty (60) days
after receipt of a request for review a written decision of the matter based
upon the facts and pertinent provisions of the Agreement. Such decision shall
state the reason for the decision as well as references to the pertinent
provisions of the Agreement on which the decision is based. During the full
review, the Claimant shall be given the opportunity to review documents that
are pertinent to his or her or its claim and to submit issues and comments in
writing to the special review committee, or, if he or she or it requests a
hearing, to present his or her or its case in person or by an authorized
representative at a hearing scheduled by the special review committee. In the
event the Claimant requests a hearing, the time period for the special review
committee to tender a decision upon a





                                       5
<PAGE>   6

claim shall be extended from sixty (60) to one hundred twenty (120) days after
receipt of request for review.

             (c) Notwithstanding any other provisions of the Agreement, the
Trustee, the Employee or his Spouse who has decision-making or other
administrative authority with respect to the Agreement may not decide matters
affecting his or her or its own benefits under the Agreement.

             (d) Neither the establishment of the Agreement or any modification
thereof, or the creation of any fund or account, nor the payment of any benefits
shall be construed as giving to any of the Parties hereto or any other person
any legal or equitable right against the Corporation or any officer or employee
thereof, except as provided by law or by the provisions of the Agreement. Except
as provided herein, the Corporation does not in any way guarantee the benefits
to the Parties hereto from loss or depreciation. Except as provided herein, in
no event shall the Corporation's employees, officers, directors or stockholders
be liable to any person on account of any claim arising by reason of the
provisions of the Agreement or of any instrument or instruments implementing its
provisions, or for the failure of any of the Parties or other person to be
entitled to any particular tax consequences with respect to the Agreement, any
contribution thereto or distribution therefrom.

         12. AMENDMENT AND ASSIGNMENT. The Agreement may be altered, amended or
modified, including the addition of any extra policy provisions, only by a
written instrument signed by the Parties. Any Party may, subject to the
limitations of Section 4, assign its or his interests and obligations under the
Agreement, provided, however, that any assignment will be subject to the terms
of the Agreement and shall not increase any obligations of the Parties.

         13. BINDING EFFECT. The Agreement shall be binding upon and inure to
the benefit of the Corporation and its successors and assigns, and the Employee,
the Trustee, and their respective successors and assigns, and may not be
otherwise terminated except as provided herein.

         14. NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of the Agreement shall be in writing, and shall be
signed by the Party giving or making the same. If such notice, consent or
demand is mailed to a Party hereto, it shall be sent by United States certified
mail, postage prepaid, addressed to such Party's last known address as shown on
the records of the Corporation. Except as specifically provided otherwise
hereunder, the date of such mailing shall be deemed the date of notice, consent
or demand.

         15. ENTIRE AGREEMENT; GOVERNING LAW. This Amendment sets forth the
entire agreement of the Parties hereto, and any and all prior agreements, to the
extent inconsistent herewith, are hereby superseded. The Agreement will be
governed by the laws of the State of Ohio, without giving effect to the
conflicts of laws provisions thereof.




                                       6
<PAGE>   7

         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment at
Cleveland, Ohio effective as of the date first above written.

                                    THE SHERWIN-WILLIAMS COMPANY
                                                  ("Corporation")



                                    By:  /s/
                                        -----------------------------------

                                    Its: /s/
                                        -----------------------------------




                                    /s/
                                    ---------------------------------------
                                    JOHN G. BREEN
                                                  ("Employee")




                                    THE JOHN G. BREEN AND MARY JANE
                                    BREEN IRREVOCABLE TRUST AGREEMENT
                                    DATED MARCH 2, 1996
                                                  ("Trust")

                                    NATIONAL CITY BANK, TRUSTEE
                                                  ("Trustee")



                                    By: /s/
                                        -----------------------------------

                                    Its:  ________________________________







                                       7
<PAGE>   8



                                   EXHIBIT A
                                   ---------

         The following life insurance policies are subject to the attached
Split-Dollar Agreement:

1.   Insurer:                     The Guardian Life Insurance Company of America

     Insured:                     John G. Breen and Mary J. Breen

     Policy Number:               3815720

     Initial Face Amount:         $6,000,000

     Dividend Option:             Purchase paid-up additions

     Date of Issue:               March 5, 1996

     Exchanged:                   August 2, 2000

2.   Insurer:                     The Guardian Life Insurance Company of America

     Insured:                     John G. Breen and Mary J. Breen

     Policy Number:               3819246

     Initial Face Amount:         $6,000,000

     Dividend Option:             Purchase paid-up additions

     Date of Issue:               March 5, 1996

     Exchanged:                   August 2, 2000

3.   Insurer:                     The Guardian Life Insurance Company of America

     Insured:                     John G. Breen and Mary J. Breen

     Policy Number:               3884679

     Initial Face Amount:         $7,000,000

     End of Year Death Benefit:   $9,108,487

     Dividend Option:             Purchase paid-up additions

     Date of Issue:               August 2, 2000



<PAGE>   9

                         EXHIBIT A (CONTINUED)
                         ---------------------


4.   Insurer:                     The Guardian Life Insurance Company of America

     Insured:                     John G. Breen and Mary J. Breen

     Policy Number:               3886165

     Initial Face Amount:         $7,000,000

     End of Year Death Benefit:   $9,108,487

     Dividend Option:             Purchase paid-up additions

     Date of Issue:               August 2, 2000

5.   Insurer:                     The Guardian Life Insurance Company of America

     Insured:                     John G. Breen and Mary J. Breen

     Policy Number:               3886166

     Initial Face Amount:         $7,000,000

     End of Year Death Benefit:   $9,108,487

     Dividend Option:             Purchase paid-up additions

     Date of Issue:               August 2, 2000










                                       2
<PAGE>   10



                                   EXHIBIT B
                                   ---------

                   CONTRIBUTIONS TO ANNUAL INSURANCE PREMIUMS

                               SEPTEMBER 30, 20__
<TABLE>
<CAPTION>

- -------------------------------------- ----------------------------------- -----------------------------------

                                                CURRENT YEAR AMOUNT                CUMULATIVE AMOUNT

- -------------------------------------- ----------------------------------- -----------------------------------

<S>                                    <C>                                 <C>
The Sherwin-Williams Company           $ _____________________             $ _____________________
- -------------------------------------- ----------------------------------- -----------------------------------

National City Bank, Trustee            $ _____________________             $ _____________________
- -------------------------------------- ----------------------------------- -----------------------------------

Total Premiums                         $ _____________________             $ _____________________
- -------------------------------------- ----------------------------------- -----------------------------------
</TABLE>








APPROVED:

The Sherwin-Williams Company                    National City Bank, Trustee



By:  _________________________                  By:  __________________________

Its:  ________________________                  Its:  _________________________

Dated: _______________________                  Dated: ________________________



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>5
<FILENAME>l84502aex10-d.txt
<DESCRIPTION>EXHIBIT 10(D)
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10(d)

              SALARY CONTINUATION AND DEATH BENEFIT PLAN AGREEMENT
              ----------------------------------------------------

         THIS AGREEMENT, effective as of the 18th day of August, 2000, is made
by and between THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation, with principal
offices and place of business in the State of Ohio (hereinafter referred to as
the "Corporation"), and JOHN G. BREEN, an individual residing in the State of
Ohio (hereinafter referred to as the "Employee"),

         WITNESSETH THAT:

         WHEREAS, the Employee has recently retired from employment with the
Corporation;

and

         WHEREAS, the Corporation recognizes the value of the past services
performed by the Employee; and

         WHEREAS, the Employee and the Corporation have, coincident with the
signing of this Agreement, executed an amended and restated Split-Dollar Life
Insurance Agreement by and between the Employee, the Corporation, and National
City Bank, Trustee ("Trustee") under Trust Agreement dated March 2, 1996 with
John G. Breen and Mary J. Breen as Grantors (the "Split Dollar Agreement")
setting forth the rights, duties and obligations of the Employee, the Trustee
and the Corporation as they relate to the Policy as that term is defined in the
Split Dollar Agreement; and

         WHEREAS, the Employee wishes to be assured that he will be entitled to
a certain amount of additional compensation for some definite period of time and
that his wife, MARY J. BREEN, will be entitled to a certain benefit during the
period of time, if any, she survives the Employee; and



<PAGE>   2

         WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Corporation shall pay such additional compensation to the
Employee and the terms and conditions upon which the Corporation shall pay such
benefit to the Employee's wife after the Employee's death if she survives the
Employee;

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the parties hereto agree as follows:

         I.  ANNUAL COMPENSATION.

             A.   The Corporation shall pay to the Employee, or Mary J. Breen on
or about January 31st of each calendar year, an amount (the "Benefit Amount"),
determined annually, equal to the quotient of:

                  (1)   the sum of the Annual Cost of Life Insurance Protection
                        and the Gift Tax on Life Insurance Protection, divided
                        by

                  (2)   one hundred percent minus the Employee's Income Tax
                        Rate.

             B.   The "Annual Cost of Life Insurance Protection" shall be
defined as the Economic Benefit as defined under the Split Dollar Agreement
for the Policy for the Applicable Year.

             C.   The "Gift Tax on Life Insurance Protection" shall be defined
as the product of:

                  (1)   the amount that will be reported as a taxable gift on
                        the Employee's and/or Mary J. Breen's federal gift tax
                        return (form 709 or its equivalent) related to a gift of
                        the Annual Cost of Life Insurance Protection for the
                        Applicable Year, and

                  (2)   the highest marginal gift tax rate at which taxable
                        gifts are taxed under federal gift tax law for the
                        Applicable Year.

             D.   The "Employee's Income Tax Rate" shall be defined as the sum
of:

                  (1)   the highest marginal tax rate at which the Employee's
                        and/or Mary J. Breen's income is taxed under federal
                        income tax law as


                                       2
<PAGE>   3

                        reported on his/her/their federal form 1040 (or its
                        equivalent) for the Applicable Year,

                  (2)   the highest marginal tax rate at which the Employee's
                        and/or Mary J. Breen's income is taxed under the income
                        tax law of the resident state of the Employee and/or
                        Mary J. Breen for the Applicable Year, net of any
                        reduction in federal income taxes which is obtained from
                        the deduction of such state income taxes,

                  (3)   the highest marginal tax rate at which the Employee's
                        and/or Mary J. Breen's income is taxed under the local
                        income tax law applicable to the Employee and/or Mary J.
                        Breen for the Applicable Year, net of any reduction in
                        federal income taxes which is obtained from the
                        deduction of such local income taxes, and

                  (4)   the applicable Hospital Insurance rate of tax under
                        section 3101(b) of the Internal Revenue Code of 1986 (as
                        amended) (the "Code") during the Applicable Year, and,
                        if the Employee has not exceeded the applicable Old Age,
                        Survivors, and Disability Insurance ("OASDI") base
                        amount under section 3121(a) of the Code, the applicable
                        OASDI rate of tax under section 3101(a) of the Code
                        during the Applicable Year, provided, however, that the
                        OASDI rate of tax shall be taken into account in this
                        calculation only to the extent necessary to reimburse
                        the Employee and/or his wife for OASDI tax up to the
                        OASDI base amount.

             E.   The "Applicable Year" shall be the calendar year immediately
preceding the year in which the determination is being made. For example, for
the determination to be made on or about January 31, 2001, the Applicable Year
is calendar year 2000.

      II.    SINGLE SUM PAYMENT FOR PRECEDING YEARS.

             As soon as administratively practicable following execution of
this Agreement, the Corporation shall pay to Employee the amount of $65,576
representing the grossed up income tax and gift taxes on the amounts that have
been imputed to the Employee since the inception of the Split Dollar Agreement
in 1996 and related penalties and interest for gift tax returns for those
periods.




                                      3
<PAGE>   4

      III.  NO CONTRACT OF EMPLOYMENT.

            Nothing contained in this Agreement shall be construed to be a
contract of employment for any term of years. It is expressly understood by
the parties hereto that this Agreement relates exclusively to additional
compensation and a death benefit for the Employee's services, and is not
intended to be an employment contract.

      IV.   NO TRUST CREATED.

            Nothing contained in this Agreement, and no action taken pursuant
to its provision by either party hereto, shall create, nor be construed to
create, a trust of any kind or a fiduciary relationship between the
Corporation and the Employee, Mary J. Breen or any other person.

      V.    BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS; UNSECURED
            GENERAL CREDITOR STATUS OF EMPLOYEE; PAYMENT FROM SPLIT DOLLAR
            AGREEMENT POLICY.

            A. The payments to the Employee and/or to Mary J. Breen hereunder
shall be made from assets which shall continue, for all purposes, to be a part
of the general, unrestricted assets of the Corporation; no person shall have
or acquire any interest in any such assets by virtue of the provisions of this
Agreement. The Corporation's obligation hereunder shall be an unfunded and
unsecured promise to pay money in the future. To the extent that the Employee,
Mary J. Breen, or any other person acquires a right to receive payments from
the Corporation under the provisions hereof, such right shall be no greater
than the right of any general creditor of the Corporation; no such person
shall have nor acquire any legal or equitable right, interest or claim in or
to any property or assets of the Corporation.




                                      4
<PAGE>   5

      VI.   NON-ASSIGNABILITY OF BENEFITS.

            Neither the Employee nor Mary J. Breen shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part or all of the amounts payable hereunder, which are expressly declared to
be unassignable and non-transferable. Any such attempted assignment or
transfer shall be void. No amount payable hereunder shall, prior to actual
payment thereof, be subject to seizure by any creditor of any such beneficiary
for the payment of any debt, judgment or other obligation, by a proceeding at
law or in equity, nor transferable by operation of law in the event of the
bankruptcy, insolvency or death of the Employee, Mary J. Breen, or any other
beneficiary hereunder.

      VII.  DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION

            If the Employee (or the Employee's wife if she survives the death
of the Employee) believes that he or she is entitled to a benefit under the
Agreement which he or she has not received because the Committee (as defined
in Article X, section C) has denied the benefit in whole or in part, he or she
may file with the Committee a written claim specifying the basis of his or her
complaint and the facts upon which he or she relies in making such claim. Such
claim must be signed by the claimant or his or her authorized representative
and shall be deemed filed when received by the Committee. Unless such claim is
allowed in total by the Committee, the Committee shall respond in writing to
the claimant advising him or her of the total or partial denial of his or her
claim. Such notice shall include:

                  (1) The reasons for denial of the claim;

                  (2)   Reference to the provisions of this Agreement upon
                  which the denial of the claim was based;

                  (3)   A description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such material and information is necessary;
                  and




                                      5
<PAGE>   6


                  (4)      An explanation of the review procedure.

Within six (6) months after the receipt of such notice of denial, the claimant
can appeal such denial by filing with a special review committee appointed by
the Committee his or her written request for the review of said claim. A special
review committee shall consist of no less than three (3) disinterested parties
to the claimant who are not part of the Committee. If an appeal is so filed
within a six (6) month period, the special review committee shall conduct a full
and fair review of such claim and mail to the claimant not later than sixty (60)
days after receipt of a request for review a written decision of the matter
based upon the facts and pertinent provisions of this Agreement. Such a decision
shall state the reason for the decision as well as references to the pertinent
provisions of this Agreement on which the decision is based. During the full
review, the claimant shall be given the opportunity to review documents that are
pertinent to his or her claim and to submit issues and comments in writing to
the special review committee, or, if he or she requests a hearing to present his
or her case in person or by an authorized representative at a hearing scheduled
by the special review committee. In the event the claimant requests a hearing,
the time period for the special review committee to render a decision upon a
claim shall be extended from sixty (60) days to one hundred twenty (120) days
after receipt of the request for review.

      VIII.  AMENDMENT.

             This Agreement may not be amended, altered or modified, except by
a written instrument signed by the parties hereto, or their respective
successors and may not be otherwise terminated except as provided herein.





                                      6
<PAGE>   7

      IX.   INUREMENT.

            This Agreement shall be binding upon and inure to the benefit of
the Corporation and its successors and assigns, and the Employee, his
successors, heirs, executors, administrators and beneficiaries.

      X.    MISCELLANEOUS.

            A. The laws of the State of Ohio shall govern, control and
determine all questions arising with respect to this Agreement and the
interpretation and validity of its respective provisions, except where those
laws are preempted by the laws of the United States.

            B.  Where headings have been supplied for portions of this
Agreement, they have been supplied for convenience only and are not to be taken
as limiting or excluding the meaning of any portion of the Agreement. The
singular or plural number or masculine, feminine and neuter gender shall each
be deemed to include the other unless the context clearly implies the contrary.

            C.  This Agreement shall be administered by a Committee composed of
not less than three (3) members of the Corporation's Board, as shall from time
to time be duly appointed by the Corporation's Board and who shall each
thereafter serve, without compensation, until death, resignation or removal
from such office. Any member of the Committee may resign at any time by notice
in writing to the Corporation, and to the remaining members of the Committee.
The Corporation's Board may remove any member of the Committee at any time by
written notice to him and to the remaining members of the Committee. In the
event of resignation, removal, death, inability or failure to act or continue
to act of any member of the Committee at any time, a successor to such Member
shall be appointed by the Corporation's Board. It is the intention of the
Corporation that there shall be at all times at least three Committee members
acting hereunder, and that all vacancies shall be filled promptly.




                                       7
<PAGE>   8

Nevertheless, in the event of and during any such vacancy, the remaining
members or member shall have and may exercise all powers of the Committee.

                           Except as otherwise expressly provided in this
Agreement, the Committee shall have the full power and authority, within the
limits provided by the Agreement:

                           (1)      to construe the Agreement and determine all
                                    questions arising in the administration of
                                    the Agreement, including the power to
                                    determine the rights or eligibility of
                                    participants and their beneficiaries, and
                                    the amount of their respective interests,
                                    and to make equitable adjustments for any
                                    mistakes or errors made in the
                                    administration of the Agreement, and its
                                    decisions and actions made in good faith
                                    shall be final and binding on all persons
                                    hereunder;

                           (2)      to adopt such rules and regulations as it
                                    may deem reasonably necessary for the proper
                                    and efficient administration of the
                                    Agreement and consistent with its purposes;

                           (3)      to enforce the Agreement, in accordance with
                                    its terms and with the rules and regulations
                                    adopted by the Committee;

                           (4)      to delegate such of its authority as the
                                    Committee deems appropriate to Corporation
                                    representatives and third party service
                                    providers to facilitate the day-to-day
                                    administration of the Agreement; and

                           (5)      to do all other acts which in its judgment
                                    are necessary or desirable for the proper
                                    and advantageous administration of the
                                    Agreement.

                           The Committee shall act by the vote or concurrence of
a majority of its members; but no member shall act on any matter that has
particular reference to his own interest. No member of the Committee shall have
any personal liability to anyone, either as such member or as an individual, for
anything done or omitted to be done in good faith in carrying out the provisions
of this Agreement. In addition to such other rights or indemnification as the
Committee members may have as members of the Corporation's Board or as members
of the Committee, the members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred in connection



                                       8
<PAGE>   9

with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which the Committee members or any of one or more of them may
be a party by reason of any action taken or failure to act under or in
connection with the Agreement, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Corporation), or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member is liable for gross
misconduct in his or her duties; provided that within sixty (60) days after the
institution of such action, suit or proceeding, such Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend the same.

             IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.

                                          /s/___________________________________
                                          JOHN G. BREEN



                                          THE SHERWIN-WILLIAMS COMPANY


                                          By:  /s/______________________________

                                          Its:__________________________________







                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<FILENAME>l84502aex27.txt
<DESCRIPTION>EXHIBIT 27
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                           3,004
<SECURITIES>                                         0
<RECEIVABLES>                                  772,907
<ALLOWANCES>                                    31,160
<INVENTORY>                                    671,167
<CURRENT-ASSETS>                             1,704,547
<PP&E>                                       1,529,495
<DEPRECIATION>                                 797,995
<TOTAL-ASSETS>                               4,266,668
<CURRENT-LIABILITIES>                        1,320,594
<BONDS>                                        624,382
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       206,639
<OTHER-SE>                                   1,583,532
<TOTAL-LIABILITY-AND-EQUITY>                 4,266,668
<SALES>                                      4,063,086
<TOTAL-REVENUES>                             4,063,086
<CGS>                                        2,279,273
<TOTAL-COSTS>                                2,279,273
<OTHER-EXPENSES>                                 5,747
<LOSS-PROVISION>                                18,694
<INTEREST-EXPENSE>                              47,448
<INCOME-PRETAX>                                424,976
<INCOME-TAX>                                   161,491
<INCOME-CONTINUING>                            263,485
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   263,485
<EPS-BASIC>                                       1.62
<EPS-DILUTED>                                     1.61


</TABLE>
</TEXT>
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