SHERWIN WILLIAMS CO - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

COMMISSION FILE NUMBER 1-4851

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

OHIO
(State or other jurisdiction of incorporation or organization)

34-0526850
(I.R.S. Employer Identification No.)

101 PROSPECT AVENUE, N.W., CLEVELAND, OHIO
(Address of principal executive offices)

44115-1075
(Zip Code)

(216) 566-2000
Registrant's telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes X No
--- ---

At January 31, 2003, 146,466,625 shares of common stock were outstanding,
net of treasury shares. The aggregate market value of such common stock held by
non-affiliates of the Registrant was $4,380,384,199 (computed by reference to
the price at which the common stock was last sold on June 28, 2002, the last
business day of the Registrant's most recently completed second fiscal quarter).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 2002 ("2002 Annual Report") are incorporated by reference into
Parts I, II and IV of this report.

Portions of the Proxy Statement for the 2003 Annual Meeting of Shareholders
("Proxy Statement") are incorporated by reference into Part III of this report.

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THE SHERWIN-WILLIAMS COMPANY

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

INTRODUCTION

The Sherwin-Williams Company, founded in 1866 and incorporated in Ohio in
1884, is engaged in the manufacture, distribution and sale of paints, coatings
and related products to professional, industrial, commercial and retail
customers primarily in North and South America. Its principal executive offices
are located at 101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075, telephone
(216) 566-2000. As used in this report, the terms "Sherwin-Williams" and
"Company" mean The Sherwin-Williams Company and its consolidated subsidiaries
unless the context indicates otherwise.

AVAILABLE INFORMATION

Our Internet website address is www.sherwin.com. We make available free of
charge on or through our website our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these
reports, as soon as reasonably practicable after we electronically file such
material with, or furnish such material to, the Securities and Exchange
Commission.

BASIS OF REPORTABLE SEGMENTS

The Company reports its segment information in five reportable
segments -- the Paint Stores, Consumer, Automotive Finishes, International
Coatings (collectively, the "Operating Segments") and Administrative
Segments -- in accordance with Statement of Financial Accounting Standards
(SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 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.

The Company's chief operating decision maker has been identified as the
Chief Executive Officer because he has final authority over performance
assessment and resource allocation decisions. Because of the global, diverse
operations of the Company, the chief operating decision maker regularly receives
discrete financial information about each reportable segment as well as a
significant amount of additional financial information about certain aggregated
divisions, business units and subsidiaries of the Company. The chief operating
decision maker uses all such financial information for performance assessment
and resource allocation decisions. Factors considered in determining the five
reportable segments of the Company include the nature of the business
activities, existence of managers responsible for the operating and
administrative activities and information presented to the Board of Directors.
The chief operating decision maker evaluates the performance of the Operating
Segments and allocates resources based on profit or loss and cash generated from
operations before income taxes, excluding corporate expenses and financing gains
and losses. The accounting policies of the reportable segments are the same as
those described in Note 1 of the Notes to Consolidated Financial Statements on
pages 41 through 43 of the 2002 Annual Report, which is incorporated herein by
reference.

PAINT STORES SEGMENT

The Paint Stores Segment consists of 2,643 company-operated specialty paint
stores in the United States, Canada, Virgin Islands, Puerto Rico and Mexico.
Each division and business unit of the Segment is engaged in the related
business activity of selling the Company's own manufactured paints, coatings and
related products to end-use customers. During 2002, this Segment opened or
acquired 70 net new stores, remodeled 16 and relocated 32. The net new stores
consisted of 62 stores in the United States, 2 in Canada, 2 in Puerto Rico and 4
in Mexico. In 2001, there were 85 net new stores opened or acquired (83 in the
United States). In 2000, 92 net new stores were opened or acquired (79 in the
United States). This Segment also manufactures original equipment manufacturer
(OEM) product finishes sold through certain shared or dedicated paint stores and
by direct outside sales representatives. In addition to stores, operations in
Mexico include outside selling functions to dealers and other distributors.

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The Paint Stores Segment is the exclusive North American marketer and
seller of Sherwin-Williams(R) branded architectural paints and coatings,
industrial and marine products, OEM product finishes and related items produced
by its product finishes manufacturing and by the Consumer Segment, including
that Segment's Mexico manufacturing facility. The loss of any single customer
would not have a material adverse effect on the business of this Segment.

CONSUMER SEGMENT

The Consumer Segment develops, manufactures and distributes a variety of
paints, coatings and related products to third party customers and the Paint
Stores Segment. Approximately 46 percent of the total sales of the Consumer
Segment in 2002, including inter-segment transfers, represented products sold
through the Paint Stores Segment. Sales and marketing of certain control-branded
and private labeled products is performed by a direct sales staff. The products
distributed through third party customers are intended for resale to the
ultimate end-user of the product. The Consumer Segment has sales to certain
customers that, individually, may be a significant portion of the sales of the
Segment. However, the loss of any single customer would not have a material
adverse effect on the overall profitability of the Segment. This Segment incurs
most of the Company's capital expenditures related to ongoing environmental
compliance measures.

AUTOMOTIVE FINISHES SEGMENT

The Automotive Finishes Segment develops, manufactures and distributes a
variety of motor vehicle finish, refinish and touch-up products primarily
throughout North and South America, the Caribbean Islands and Italy. This
Segment also licenses certain technology and trade names worldwide.
Sherwin-Williams(R) branded automotive finish and refinish products are
distributed throughout North America solely through this Segment's network of
128 company-operated automotive branches in the United States and 16 in Canada.
Additional automotive branches in Jamaica (14) and Chile (21) complete this
Segment's worldwide network. At December 31, 2002, this Segment included
consolidated operations in 8 foreign countries and realized income from
licensing agreements in 14 foreign countries.

INTERNATIONAL COATINGS SEGMENT

The International Coatings Segment develops, licenses, manufactures and
distributes a variety of paints, coatings and related products worldwide. The
majority of the sales from licensees and subsidiaries occur in South America,
the Segment's most important international market. This Segment sells its
products through 34 company-operated specialty paint stores in Chile, 23 in
Brazil and 1 in Uruguay and by outside selling functions to dealers and other
distributors. At December 31, 2002, this Segment included consolidated
operations in 7 foreign countries, 4 foreign joint ventures and income from
licensing agreements in 19 foreign countries.

ADMINISTRATIVE SEGMENT

The Administrative Segment includes the administrative expenses of the
Company's corporate headquarters sites. This Segment includes interest expense
which is unrelated to retail real estate leasing activities, investment income,
certain foreign currency transaction losses related to dollar-denominated debt
and foreign currency option and forward contracts, certain expenses related to
closed facilities and environmental-related matters, and other expenses which
are not directly associated with any Operating Segment. Administrative expenses
do not include any significant foreign operations. Also included in the
Administrative Segment is a real estate management unit that is responsible for
the ownership, management and leasing of non-retail properties held primarily
for use by the Company, including the Company's headquarters site, and disposal
of idle facilities. Sales of the Administrative Segment represent external
leasing revenue of excess headquarters space or leasing of facilities no longer
used by the Company in its operations. Gains and losses from the sale of
property are not a significant operating factor in determining the performance
of this Segment.

SEGMENT FINANCIAL INFORMATION

For financial information regarding the Company's reportable segments,
including net external sales, operating profit, identifiable assets and other
information by segment, see Note 16 of the Notes to Consolidated

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Financial Statements on pages 56 through 58 of the 2002 Annual Report, which is
incorporated herein by reference.

DOMESTIC AND FOREIGN OPERATIONS

Financial and other information regarding domestic and foreign operations
is set forth in Note 16 of the Notes to Consolidated Financial Statements on
page 57 of the 2002 Annual Report, which is incorporated herein by reference.

Additional information regarding risks attendant to foreign operations is
set forth on page 29 of the 2002 Annual Report under the caption entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operation," which is incorporated herein by reference.

BUSINESS DEVELOPMENTS

For additional information regarding the Company's business and business
developments, see pages 4, 5 and 10 through 19 of the 2002 Annual Report and the
"Letter to Shareholders" on pages 6 through 9 of the 2002 Annual Report, which
is incorporated herein by reference.

RAW MATERIALS AND PRODUCTS PURCHASED FOR RESALE

Raw materials and fuel supplies are generally available from various
sources in sufficient quantities that none of the Operating Segments anticipate
any significant sourcing problems during 2003. There are sufficient suppliers of
each product purchased for resale that none of the Operating Segments anticipate
any significant sourcing problems during 2003.

SEASONALITY

The majority of the sales for the Paint Stores, Consumer and Automotive
Finishes Segments traditionally occur during the second and third quarters. The
International Coatings Segment's fourth quarter sales have traditionally been
greater than the sales for any of the first three quarters. There is no
significant seasonality in sales for the Administrative Segment.

TRADEMARKS AND TRADE NAMES

Customer recognition of Company trademarks and trade names collectively
contribute significantly to the sales of the Company. The major trademarks and
tradenames used by each Operating Segment are set forth below.

Paint Stores Segment: Sherwin-Williams(R), FlexBon Paints(TM), Old
Quaker(TM), Mautz(R), Pro-Line(R), SeaGuard(R), Con-Lux(R), Mercury(R),
Brod-Dugan(R), ArmorSeal(R), Kem(R) Hi-Temp, Cook(TM), Sher-Wood(R), Powdura(R),
Polane(R) and Kem Aqua(R).

Consumer Segment: Thompson's(R), Dutch Boy(R), Martin Senour(R),
Cuprinol(R), Pratt & Lambert(R), H&C(TM), Rubberset(R), Dupli-Color(R),
Minwax(R), White Lightning(R), Krylon(R), Formby's(R) and Red Devil(R).

Automotive Finishes Segment: Sherwin-Williams(R), Martin Senour(R),
Western(R), Lazzuril(TM), Excelo(TM), Baco(TM) and ScottWarren(TM).

International Coatings Segment: Sherwin-Williams(R), Dutch Boy(R),
Krylon(R), Kem-Tone(R), Pratt & Lambert(R), Minwax(R), Ronseal(TM),
Colorgin(TM), Globo(TM), Pulverlack(TM), Sumare(TM), Andina(TM), Marson(TM) and
Martin Senour(R).

PATENTS

Although patents and licenses are not of material importance to the
business of the Company as a whole or any Segment, the International Coatings
Segment and the international operations of the Automotive Finishes Segment
derive a portion of their income from the licensing of technology, trademarks
and trade names to foreign companies.

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BACKLOG AND PRODUCTIVE CAPACITY

Backlog orders are not significant in the business of any Operating Segment
since there is normally a short period of time between the placing of an order
and shipment. Sufficient productive capacity currently exists to fulfill the
Company's needs for paint and coatings products through 2003.

RESEARCH AND DEVELOPMENT

For information regarding costs of research and development included in
technical expenditures, see Note 1 of the Notes to Consolidated Financial
Statements on page 42 of the 2002 Annual Report, which is incorporated herein by
reference.

COMPETITION

The Company experiences competition from many local, regional, national and
international competitors of various sizes in the manufacture, distribution and
sale of its paints, coatings and related products. The Company is a leading
manufacturer and retailer of paints, coatings and related products to
professional, industrial, commercial and retail customers, however, the
Company's competitive position varies for its different products and markets.

In the Paint Stores Segment, competitors include other paint and wallpaper
stores, mass merchandisers, home centers, independent hardware stores, hardware
chains and manufacturer-operated direct outlets. Product quality, service and
price determine the competitive advantage for this Segment.

In the Consumer and International Coatings Segments, domestic and foreign
competitors include manufacturers and distributors of branded and private
labeled paints and coatings products. Technology, product quality, product
innovation, breadth of product line, technical expertise, distribution, service
and price are the key competitive factors for these Segments.

The Automotive Finishes Segment has numerous competitors in its domestic
and foreign markets with broad product offerings and several others with niche
products. Key competitive factors for this Segment include technology, product
quality, distribution, service and price.

The Administrative Segment has many competitors consisting of other real
estate owners, developers and managers in areas in which this Segment owns
property. The main competitive factors are the availability of property and
price.

EMPLOYEES

The Company employed 25,752 persons at December 31, 2002.

ENVIRONMENTAL COMPLIANCE

For additional information regarding environmental-related matters, see
pages 28 and 29 of the 2002 Annual Report under the caption entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Notes 1, 7 and 11 of the Notes to Consolidated Financial
Statements on pages 42, 50 and 53, respectively, of the 2002 Annual Report,
which is incorporated herein by reference.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business" 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 current
expectations, estimates, assumptions and beliefs concerning future events and
conditions and may discuss, among other things, anticipated future performance
(including sales and earnings), expected growth, future business plans and the
costs and potential liability for environmental-related matters and the lead
pigment and lead-based paint litigation. Any statement that is not historical in
nature is a forward-looking statement and may be identified by the use of words
and phrases such as "expects," "anticipates," "believes," "will," "will likely
result," "will continue," "plans to"

4

and similar expressions. 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 and from the Company's historical results and experience.

These risks, uncertainties and other factors include such things as: (a)
general business conditions, strengths of retail and manufacturing economies and
the growth in the coatings industry; (b) competitive factors, including pricing
pressures and product innovation and quality; (c) changes in raw material
availability and pricing; (d) changes in the Company's relationships with
customers and suppliers; (e) the ability of the Company to attain cost savings
from productivity initiatives; (f) the ability of the Company to successfully
integrate past and future acquisitions into its existing operations, as well as
the performance of the businesses acquired; (g) changes in general domestic
economic conditions such as inflation rates, interest rates and tax rates; (h)
risks and uncertainties associated with the Company's expansion into and its
operations in South America and other foreign markets, including inflation
rates, recessions, foreign currency exchange rates, foreign investment and
repatriation restrictions, unrest and other external economic and political
factors; (i) the achievement of growth in developing markets, such as Mexico and
South America; (j) increasingly stringent domestic and foreign governmental
regulations including those affecting the environment; (k) inherent
uncertainties involved in assessing the Company's potential liability for
environmental remediation-related activities; (l) other changes in governmental
policies, laws and regulations, including changes in accounting policies and
standards and taxation requirements (such as new tax laws and new or revised tax
law interpretations); (m) the nature, cost, quantity and outcome of pending and
future litigation and other claims, including the lead pigment and lead-based
paint litigation and the affect of any legislation and administrative
regulations relating thereto; and (n) unusual weather conditions.

Readers are cautioned that it is not possible to predict or identify all of
the risks, uncertainties and other factors that may affect future results and
that the above list should not be considered to be a complete list. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.

ITEM 2. PROPERTIES

The Company owns its world headquarters located in Cleveland, Ohio, which
includes the world headquarters for the Paint Stores, Consumer and International
Coatings Segments. The Company also owns the world headquarters for the
Automotive Finishes Segment located in Warrensville Heights, Ohio. The Company's
principal manufacturing and distribution facilities are located as set forth
below. The Company believes its manufacturing and distribution facilities are
well-maintained and are suitable and adequate, and have sufficient productive
capacity, to meet its current needs.

PAINT STORES SEGMENT

Manufacturing Facilities
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Arlington, Texas Owned
Cincinnati, Ohio Owned
Columbus, Ohio Owned
Greensboro, North Carolina Owned
Grimsby, Ontario, Canada Owned
Harrisburg, Pennsylvania Leased
Ontario, California Leased
Rockford, Illinois Leased
Spartanburg, South Carolina Leased
Sylmar, California Leased
Victorville, California Owned

CONSUMER SEGMENT

Manufacturing Facilities
-------------------------

Andover, Kansas Owned
Baltimore, Maryland Owned
Bedford Heights, Ohio Owned
Chicago, Illinois Owned
Coffeyville, Kansas Owned
Crisfield, Maryland Leased
Deshler, Ohio Owned
Elk Grove, Illinois Owned

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Emeryville, California Owned
Ennis, Texas Owned
Flora, Illinois Owned
Fort Erie, Ontario, Canada Owned
Fort Myers, Florida Owned
Garland, Texas Owned
Greensboro, North Carolina Owned
Havre de Grace, Maryland Owned
Holland, Michigan Owned
Lawrenceville, Georgia Owned
Memphis, Tennessee Owned
Morrow, Georgia Owned
Norfolk, Virginia Leased
Olive Branch, Mississippi Owned
Orlando, Florida Owned
San Diego, California Leased
Vallejo, Mexico Owned

Distribution Facilities
----------------------

Atlanta, Georgia Owned
Bedford Heights, Ohio Leased
Buford, Georgia Leased
Effingham, Illinois Leased
Fredericksburg, Pennsylvania Owned
Guadalajara, Mexico Leased
Hermosillo, Mexico Leased
Mexico City, Mexico Owned
Monterrey, Mexico Leased
Reno, Nevada Owned
San Juan, Puerto Rico Leased
Vaughan, Ontario, Canada Leased
Waco, Texas Leased
Winter Haven, Florida Owned

AUTOMOTIVE FINISHES SEGMENT

Manufacturing Facilities
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Aprilia, Italy Leased
Arica, Chile Owned
Kingston, Jamaica Owned
Richmond, Kentucky Owned
Santiago, Chile* Owned
Sao Paulo, Brazil Owned
Texcocco, Mexico Owned

Distribution Facilities
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Aprilia, Italy Leased
Kingston, Jamaica Owned
Reno, Nevada Leased
Richmond, Kentucky Owned
Santiago, Chile* Owned
Sao Paulo, Brazil Owned
Zaragoza, Mexico Owned

INTERNATIONAL COATINGS SEGMENT

Manufacturing Facilities
-------------------------

Buenos Aires, Argentina Owned
Rio Grande do Sul, Brazil Leased
Santiago, Chile* Owned
Sao Paulo, Brazil(2) Owned
Sheffield, England Owned

Distribution Facilities
----------------------

Buenos Aires, Argentina Owned
Dublin, Ireland Owned
Rio Grande do Sul, Brazil Leased
Santiago, Chile* Owned
Santiago, Chile Leased
Sao Paulo, Brazil(2) Owned
Lima, Peru Leased

* This facility is shared between the Automotive Finishes and International
Coatings Segments.

The operations of the Paint Stores Segment included 2,643 company-operated
specialty paint stores, of which 207 were owned, in the United States, Canada,
Virgin Islands, Puerto Rico and Mexico at December 31, 2002. These paint stores
are divided into five separate operating divisions. The Chemical Coatings
division is responsible for the manufacture of OEM product finishes and the sale
of those products mainly through their 69 stores in the United States, Canada
and Mexico. The remaining four divisions are responsible for the sale of
predominantly architectural, industrial maintenance and related products through
the paint stores located within their geographical region. At the end of 2002,
the Mid Western Division operated 698 paint stores primarily located in the
midwestern and upper west coast states, the Eastern Division operated 510 paint
stores along the

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upper east coast and New England states and Canada, the Southeastern Division
operated 641 paint stores principally covering the lower east and gulf coast
states, Puerto Rico and the Virgin Islands, and the South Western Division
operated 725 paint stores in the central plains, the lower west coast states and
Mexico. The Paint Stores Segment opened or acquired 70 net new paint stores in
2002 and relocated 32.

The Automotive Finishes Segment included 128 company-operated automotive
branches, of which one was owned, in the United States and 51 leased
company-operated stores and branches in Canada (16), Chile (21) and Jamaica (14)
at December 31, 2002. The International Coatings Segment included 58
company-operated specialty paint stores, of which 5 were owned, in Chile (34),
Brazil (23) and Uruguay (1). All real property within the Administrative Segment
is owned by the Company. For additional information regarding real property
within the Administrative Segment, see the information set forth in Item 1 of
this report, which is incorporated herein by reference. For additional
information regarding real property leases, see Note 15 of the Notes to
Consolidated Financial Statements on page 56 of the 2002 Annual Report, which is
incorporated herein by reference.

ITEM 3. LEGAL PROCEEDINGS

For information regarding environmental-related matters and other legal
proceedings, see pages 28 and 29 of the 2002 Annual Report under the caption
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Notes 1, 7 and 11 of the Notes to Consolidated
Financial Statements on pages 42, 50 and 53, respectively, of the 2002 Annual
Report, which is incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders
during the fourth quarter of 2002.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following is the name, age and present position of each of the
Executive Officers on March 13, 2003, as well as all prior positions held by
each during the last five years and the date when each was first elected or
appointed as an Executive Officer. Executive Officers are generally elected
annually by the Board of Directors and hold office until their successors are
elected and qualified or until their earlier death, resignation or removal.

Mr. Connor has served as Chairman since April 2000 and Chief Executive
Officer since October 1999. Mr. Connor served as Vice Chairman from October 1999
to April 2000 and President, Paint Stores Group from August 1997 to October
1999. Mr. Connor has served as a Director since October 1999. Mr. Connor has
been employed with the Company since January 1983.

Mr. Scaminace has served as President and Chief Operating Officer since
October 1999. Mr. Scaminace served as President, Consumer Group from July 1998
to October 1999, President & General Manager, Coatings Division from June 1997
to July 1998, and President & General Manager, Automotive Division from April
1994 to June 1997. Mr. Scaminace has served as a Director since October 1999.
Mr. Scaminace has been employed with the Company since April 1983.

Mr. Hennessy has served as Senior Vice President -- Finance and Chief
Financial Officer since August 2001 and also served as Treasurer from August
2001 to August 2002. Mr. Hennessy served as Vice President -- Controller,
Consumer Group from February 2000 to August 2001, Senior Vice President &
Director, Chemical Coatings, Paint Stores Group from February 1999 to February
2000 and Vice President & Director, Chemical Coatings, Paint Stores Group from
August 1997 to February 1999. Mr. Hennessy has been employed with the Company
since September 1984.

Mr. Hopkins has served as Senior Vice President -- Human Resources since
February 2002. Mr. Hopkins served as Vice President -- Human Resources from
August 1997 to February 2002. Mr. Hopkins has been employed with the Company
since September 1981.

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Mr. Ivy has served as Senior Vice President -- Corporate Planning and
Development since February 2002. Mr. Ivy served as Vice President -- Corporate
Planning and Development from April 1992 to February 2002. Mr. Ivy has been
employed with the Company since March 1979.

Mr. Ault has served as Vice President -- Corporate Controller since January
1987. Mr. Ault has been employed with the Company since June 1976.

Mr. Morikis has served as President, Paint Stores Group since October 1999.
Mr. Morikis served as President & General Manager, Eastern Division, Paint
Stores Group from July 1998 to October 1999 and Senior Vice President &
Director -- Marketing, Paint Stores Group from September 1997 to July 1998. Mr.
Morikis has been employed with the Company since December 1984.

Mr. Nandor has served as President & General Manager, Automotive Division
since September 2000. Mr. Nandor served as Executive Vice
President -- Marketing, Paint Stores Group from August 1998 to September 2000
and Vice President and Director -- Marketing, Automotive Division from November
1996 to August 1998. Mr. Nandor has been employed with the Company since
November 1996.

Mr. Seitz has served as President & General Manager, Consumer Division
since January 2001. Mr. Seitz served as President, Consumer Group from October
1999 to January 2001, Vice President of Operations, Consumer Group from July
1998 to October 1999 and Vice President of Operations, Coatings Division from
December 1995 to July 1998. Mr. Seitz has been employed with the Company since
June 1970.

Mr. Stellato has served as Vice President, General Counsel and Secretary
since July 1991. Mr. Stellato has been employed with the Company since July
1981.

Mr. Zalesky has served as President & General Manager, International
Division, since October 2002. Prior to joining Sherwin-Williams, Mr. Zalesky was
General Manager, Global Coatings, of Eastman Chemical Co. from July 2000 to
October 2002, attended and graduated from the Sloan Fellows Program at the
Massachusetts Institute of Technology from June 1999 to July 2000, and was Staff
Assistant to the Vice Chairman of Eastman Chemical from June 1997 to June 1999.
Mr. Zalesky has been employed with the Company since October 2002.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Sherwin-Williams common stock is listed on the New York Stock Exchange and
traded under the symbol SHW. The number of shareholders of record at February
24, 2003 was 9,515.

Information regarding market prices and dividend information with respect
to Sherwin-Williams common stock is set forth on page 60 of the 2002 Annual
Report, which is incorporated herein by reference.

Information regarding shares of Sherwin-Williams common stock that may be
issued under Sherwin-Williams' equity compensation plans is set forth in Item 12
of this report, which is incorporated herein by reference.

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ITEM 6. SELECTED FINANCIAL DATA
(millions of dollars, except per share data)

(a) Amount includes an impairment of other assets charge of $294 million ($1.80
per share) after tax. See Note 2 of the Notes to Consolidated Financial
Statements on page 44 of the 2002 Annual Report, which is incorporated
herein by reference.

(b) For purposes of calculating the ratio of earnings to fixed charges, earnings
represent income before income taxes and cumulative effect of change in
accounting principle plus fixed charges. Fixed charges consist of interest
expense, net, including amortization of discount and financing costs and the
portion of operating rental expense which management believes is
representative of the interest component of rent expense.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this item is set forth on pages 24 through 34
of the 2002 Annual Report under the caption entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations," which is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market risk associated with interest rates and
foreign currency exposure. The Company utilizes derivative instruments as part
of its overall financial risk management policy, but does not use derivative
instruments for speculative or trading purposes. During 2002, the Company
terminated the interest rate swap contracts related to the 6.85% notes. These
interest rate swap contracts are described in detail in Note 6 of the Notes to
Consolidated Financial Statements on page 49 of the 2002 Annual Report. The
Company does not believe that any potential loss related to interest rate
exposure will have a material adverse effect on the Company's financial
condition, results of operations or cash flows. The Company also entered into
foreign currency option and forward contracts to hedge against value changes in
foreign currency. Foreign currency option and forward contracts are described in
detail in Note 11 of the Notes to Consolidated Financial Statements on page 53
of the 2002 Annual Report. The Company believes it may experience continuing
losses from foreign currency translation. However, the Company does not expect
currency translation, transaction or hedging contract losses to have a material
adverse effect on the Company's financial condition, results of operations or
cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is set forth on pages 37 through 58 of
the 2002 Annual Report under the captions entitled "Statements of Consolidated
Income," "Consolidated Balance Sheets," "Statements of Consolidated Cash Flows,"
"Statements of Consolidated Shareholders' Equity and Comprehensive Income," and

10

"Notes to Consolidated Financial Statements," which is incorporated herein by
reference. Unaudited quarterly data is set forth in Note 14 of the Notes to
Consolidated Financial Statements on pages 55 and 56 of the 2002 Annual Report,
which is incorporated herein by reference. The Report of Independent Auditors is
set forth on page 14 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding the Directors is set forth under the caption
entitled "Election of Directors (Proposal 1)" in the Proxy Statement, which is
incorporated herein by reference.

The information regarding the Executive Officers is set forth under the
caption entitled "Executive Officers of the Registrant" in Part I of this
report, which is incorporated herein by reference.

The information regarding compliance with Section 16 of the Securities
Exchange Act of 1934 is set forth under the caption entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Proxy Statement, which is
incorporated herein by reference.

Our Internet website address is www.sherwin.com. We intend to disclose on
our website any amendment to, or waiver from, a provision of our code of ethics
that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or any persons performing similar
functions, and that is required to be publicly disclosed pursuant to the rules
of the Securities and Exchange Commission.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is set forth on pages 8 through 15 of
the Proxy Statement and under the caption entitled "Compensation of Directors"
in the Proxy Statement, which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding security ownership of certain beneficial owners
and management is set forth under the captions entitled "Security Ownership of
Management" and "Security Ownership of Certain Beneficial Owners" in the Proxy
Statement, which is incorporated herein by reference.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about Sherwin-Williams common
stock that may be issued under Sherwin-Williams' equity compensation plans as of
December 31, 2002.

11

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

(1) Column (a) represents the number of shares of common stock that may be
issued in connection with the exercise of outstanding stock options granted
under The Sherwin-Williams Company 1984 Stock Plan, The Sherwin-Williams
Company 1994 Stock Plan and The Sherwin-Williams Company 1997 Stock Plan for
Nonemployee Directors. The 1984 Stock Plan expired on February 15, 1994 and
the 1994 Stock Plan expired on February 16, 2003, although outstanding stock
options and restricted stock will continue in force in accordance with their
terms. The Sherwin-Williams Company 2003 Stock Plan became effective on
January 1, 2003. Upon the 2003 Stock Plan becoming effective, no further
grants were made under the 1994 Stock Plan.

(2) Column (c) includes 723,888 shares of common stock remaining available for
future awards of stock options, stock appreciation rights and restricted
stock under the 1994 Stock Plan and 255,167 shares of common stock remaining
available for future awards of stock options and restricted stock under the
1997 Stock Plan. As of January 1, 2003, no further grants were made under
the 1994 Stock Plan. All of the shares remaining available under the 1997
Stock Plan may be awarded as restricted stock, however, no shares of
restricted stock have been granted under the 1997 Stock Plan. Column (c)
does not include the shares available for future issuance under the 2003
Stock Plan, which as of its effective date of January 1, 2003, totaled
8,500,000 shares plus the shares then remaining available under the 1994
Stock Plan. No more than ten percent (10%) of the total authorized shares of
common stock available under the 2003 Stock Plan may be awarded as
restricted stock.

(3) In addition, the following shares may also be available for issuance under
the 2003 Stock Plan: (a) shares awarded under the 2003 Stock Plan or the
1994 Stock Plan that are forfeited or surrendered, (b) shares awarded under
the 2003 Stock Plan or the 1994 Stock Plan that expire or terminate without
issuance of shares of common stock, and (c) shares tendered by an employee
to pay the exercise price of a stock option granted under the 2003 Stock
Plan or the 1994 Stock Plan, and shares tendered by or withheld from an
employee to satisfy withholding obligations in respect of a stock option, a
stock appreciation right or restricted stock awarded under the 2003 Stock
Plan or the 1994 Stock Plan. Under the 1997 Stock Plan, if a stock option or
portion thereof expires or terminates for any reason without having been
exercised in full, or if the rights of a participant in restricted stock
terminates prior to the lapse of any substantial risk of forfeiture or
restrictions on transfer relating thereto, the shares covered by such stock
options or the shares of restricted stock shall be available for future
awards under the 1997 Stock Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is set forth under the captions
entitled "Certain Relationships and Related Transactions" and "Compensation of
Directors" in the Proxy Statement, which information is incorporated herein by
reference.

ITEM 14. CONTROLS AND PROCEDURES

Within the 90 day period prior to the date of the filing of this report,
the Company carried out an evaluation, under the supervision and with the
participation of the Company's Chairman and Chief Executive Officer and the
Company's Senior Vice President - Finance and Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures pursuant to
Rule 13a-14 of the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Company's Chairman and Chief Executive Officer and Senior Vice
President - Finance and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be disclosed by the Company in its periodic Exchange
Act reports. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

12

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) Financial Statements
The following consolidated financial statements of the Company
included in the 2002 Annual Report are incorporated by reference in
Item 8. The Report of Independent Auditors is set forth on page 14
of this report.
(i) Statements of Consolidated Income for the years ended
December 31, 2002, 2001 and 2000 (page 37 of the 2002 Annual
Report)
(ii) Consolidated Balance Sheets at December 31, 2002, 2001 and
2000 (page 38 of the 2002 Annual Report)
(iii) Statements of Consolidated Cash Flows for the years ended
December 31, 2002, 2001 and 2000 (page 39 of the 2002 Annual
Report)
(iv) Statements of Consolidated Shareholders' Equity and
Comprehensive Income for the years ended December 31, 2002,
2001 and 2000 (page 40 of the 2002 Annual Report)
(v) Notes to Consolidated Financial Statements for the years
ended December 31, 2002, 2001 and 2000 (pages 41 through 58
of the 2002 Annual Report)
(2) Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts and
Reserves for the years ended December 31, 2002, 2001 and
2000 is set forth on page 15 of this report. All other
schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related instructions
or are inapplicable and therefore have been omitted.
(3) Exhibits
See the Exhibit Index on pages 20 through 22 of this report.

(b) Reports on Form 8-K -- The Company did not file any Current Reports on Form
8-K during the fourth quarter of 2002.

13

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
The Sherwin-Williams Company
Cleveland, Ohio

We have audited the consolidated balance sheets of The Sherwin-Williams
Company and subsidiaries as of December 31, 2002, 2001 and 2000, and the related
statements of consolidated income, cash flows and shareholders' equity and
comprehensive income for each of the three years in the period ended December
31, 2002 incorporated by reference from the Company's Annual Report. Our audits
also included the financial statement schedule listed in the Index at Item
15(a). These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The Sherwin-Williams Company and subsidiaries at December 31, 2002, 2001 and
2000, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

As disclosed in Note 2 to the consolidated financial statements, in 2002
the Company changed its method of accounting for goodwill and indefinite-lived
intangible assets.

/s/ Ernst & Young LLP
Cleveland, Ohio
January 24, 2003

14

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(SCHEDULE II)
Changes in the allowance for doubtful accounts were as follows:

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 13th day of
March, 2003.

THE SHERWIN-WILLIAMS COMPANY

By: /s/ L. E. STELLATO
---------------------------------
L. E. Stellato, Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities
indicated on March 13, 2003.

* C. M. CONNOR Chairman and Chief Executive Officer,
- ----------------------------------------------------------- Director (Principal Executive Officer)
C. M. Connor

* J. M. SCAMINACE President and Chief Operating Officer,
- ----------------------------------------------------------- Director
J. M. Scaminace

* S. P. HENNESSY Senior Vice President -- Finance and Chief
- ----------------------------------------------------------- Financial Officer (Principal Financial
S. P. Hennessy Officer)

* J. L. AULT Vice President -- Corporate Controller
- ----------------------------------------------------------- (Principal Accounting Officer)
J. L. Ault

* J. C. BOLAND Director
- -----------------------------------------------------------
J. C. Boland

* J. G. BREEN Director
- -----------------------------------------------------------
J. G. Breen

* D. E. COLLINS Director
- -----------------------------------------------------------
D. E. Collins

* D. E. EVANS Director
- -----------------------------------------------------------
D. E. Evans

* S. J. KROPF Director
- -----------------------------------------------------------
S. J. Kropf

* R. W. MAHONEY Director
- -----------------------------------------------------------
R. W. Mahoney

* G. E. McCULLOUGH Director
- -----------------------------------------------------------
G. E. McCullough

* A. M. MIXON, III Director
- -----------------------------------------------------------
A. M. Mixon, III

16

* C. E. MOLL Director
- -----------------------------------------------------------
C. E. Moll

* R. K. SMUCKER Director
- -----------------------------------------------------------
R. K. Smucker

* The undersigned, by signing his name hereto, does sign this report on behalf
of the designated officers and directors of The Sherwin-Williams Company
pursuant to Powers of Attorney executed on behalf of each such officer and
director and filed as exhibits to this report.

By: /s/ L. E. STELLATO March 13, 2003
- -----------------------------------------------------------
L. E. Stellato, Attorney-in-fact

17

CERTIFICATIONS

I, Christopher M. Connor, certify that:

1. I have reviewed this annual report on Form 10-K of The Sherwin-Williams
Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 13, 2003 By: /s/ CHRISTOPHER M. CONNOR
--------------------------------------------------
Christopher M. Connor
Chairman and Chief Executive Officer

18

I, Sean P. Hennessy, certify that:

1. I have reviewed this annual report on Form 10-K of The Sherwin-Williams
Company;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 13, 2003 By: /s/ SEAN P. HENNESSY
--------------------------------------------------
Sean P. Hennessy
Senior Vice President -- Finance and
Chief Financial Officer

19

EXHIBIT INDEX

3. (a) Amended and Restated Articles of Incorporation of the
Company, as amended through May 1, 2001, filed as Exhibit
3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, and incorporated herein
by reference.
(b) Regulations of the Company, as amended, dated April 27,
1988, filed as Exhibit 4(b) to Post-Effective Amendment No.
1, dated April 29, 1988, to Form S-8 Registration Statement
Number 2-91401, and incorporated herein by reference.
4. (a) Indenture between the Company and Chemical Bank, as Trustee,
dated as of February 1, 1996, filed as Exhibit 4(a) to Form
S-3 Registration Statement 333-01093, dated February 20,
1996, and incorporated herein by reference.
(b) Amended and Restated 364-Day Revolving Credit Agreement,
dated December 31, 1999, among the Company, The Chase
Manhattan Bank, as Administrative Agent and Competitive
Advance Facility Agent, and the financial institutions which
are signatories thereto, filed as Exhibit 4(b) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, and incorporated herein by
reference.
(c) Amendment No. 1 to Amended and Restated 364-Day Revolving
Credit Agreement, dated December 1, 2000, among the Company,
The Chase Manhattan Bank, as Administrative Agent and
Competitive Advance Facility Agent, and the financial
institutions which are signatories thereto, filed as Exhibit
4(c) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, and incorporated herein
by reference.
(d) Amendment No. 2 to Amended and Restated 364-Day Revolving
Credit Agreement, dated December 28, 2001, among the
Company, The Chase Manhattan Bank, as Administrative Agent
and Competitive Advance Facility Agent, and the financial
institutions which are signatories thereto, filed as Exhibit
4(d) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, and incorporated herein
by reference.
(e) Amendment and Restatement Agreement, dated December 27,
2002, in respect of the Amended and Restated 364-Day
Revolving Credit Agreement, among the Company, JPMorgan
Chase Bank (as successor to The Chase Manhattan Bank), as
Administrative Agent and Competitive Advance Facility Agent,
Wachovia Bank, National Association, as Syndication Agent,
and the financial institutions which are signatures thereto
(filed herewith).
(f) Amended and Restated Five Year Revolving Credit Agreement,
dated January 3, 2000, among the Company, The Chase
Manhattan Bank, as Administrative Agent and Competitive
Advance Facility Agent, and the financial institutions which
are signatories thereto, filed as Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, and incorporated herein by
reference.
(g) Amendment No. 1 to Amended and Restated Five Year Revolving
Credit Agreement, dated December 1, 2000 and effective
January 3, 2001, among the Company, The Chase Manhattan
Bank, as Administrative Agent and Competitive Advance
Facility Agent, and the financial institutions which are
signatories thereto, filed as Exhibit 4(e) to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, and incorporated herein by reference.
(h) Indenture between Sherwin-Williams Development Corporation,
as Issuer, the Company, as Guarantor, and Harris Trust and
Savings Bank, as Trustee, dated June 15, 1986, filed as
Exhibit 4(b) to Form S-3 Registration Statement Number
33-6626, dated June 20, 1986, and incorporated herein by
reference.
(i) Rights Agreement between the Company and The Bank of New
York, as successor Rights Agent to KeyBank National
Association, dated April 23, 1997, filed as Exhibit 1 to
Form 8-A, dated April 24, 1997, and incorporated herein by
reference.

20

10. *(a) Form of Director and Corporate Officer Indemnity Agreement
filed as Exhibit 10(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, and
incorporated herein by reference.
*(b) Employment Agreement, dated March 16, 1979, between C.G. Ivy
and the Company filed as Exhibit 28(b) to Form S-3
Registration Statement Number 33-22705, dated June 24, 1988,
and incorporated herein by reference.
*(c) Amendment to Employment Agreement, dated February 22, 1996,
between C.G. Ivy and the Company filed as Exhibit 10(c) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and incorporated herein by
reference.
*(d) Forms of Severance Pay Agreements, filed as Exhibit 10(b) to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997, and incorporated
herein by reference.
*(e) Schedule of Certain Executive Officers who are Parties to
the Severance Pay Agreements in the forms referred to in
Exhibit 10(d) filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002, and incorporated herein by reference.
*(f) The Sherwin-Williams Company Deferred Compensation Savings
and Pension Equalization Plan, dated July 24, 2002, filed as
Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2002, and
incorporated herein by reference.
*(g) The Sherwin-Williams Company Revised Key Management Deferred
Compensation Plan, dated July 24, 2002, filed as Exhibit
10(d) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002, and incorporated
herein by reference.
*(h) Form of Executive Disability Income Plan filed as Exhibit
10(g) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, and incorporated herein
by reference.
*(i) Form of Executive Life Insurance Plan filed as Exhibit 10(h)
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and incorporated herein by
reference.
*(j) Form of The Sherwin-Williams Company Management Compensation
Program filed as Exhibit 10(j) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999, and incorporated herein by reference.
*(k) The Sherwin-Williams Company 1994 Stock Plan, as amended and
restated in its entirety, effective July 26, 2000, filed as
Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000, and
incorporated herein by reference.
*(l) The Sherwin-Williams Company 2003 Stock Plan, filed as
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2002, and
incorporated herein by reference.
*(m) The Sherwin-Williams Company 1997 Stock Plan for Nonemployee
Directors, dated April 23, 1997, filed as Exhibit 10(b) to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997, and incorporated
herein by reference.
*(n) The Sherwin-Williams Company Director Deferred Fee Plan
(1997 Amendment and Restatement), dated April 23, 1997,
filed as Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1997, and
incorporated herein by reference.
*(o) Consulting Agreement, dated May 1, 2000, between John G.
Breen and the Company filed as Exhibit 10(b) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000, and incorporated herein by
reference.
*(p) Amended and Restated Split-Dollar Life Insurance Agreement,
dated August 18, 2000, among the Company, National City Bank
and John G. Breen filed as Exhibit 10(c) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2000, and incorporated herein by reference.
*(q) Salary Continuation and Death Benefit Plan Agreement, dated
August 18, 2000, between John G. Breen and the Company filed
as Exhibit 10(d) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2000, and
incorporated herein by reference.

21

13. The 2002 Annual Report, portions of which are incorporated
herein by reference (filed herewith). With the exception of
those portions of the 2002 Annual Report which are
specifically incorporated by reference in this report, the
2002 Annual Report shall not be deemed "filed" as part of
this report.
21. Subsidiaries (filed herewith).
23. Consent of Ernst & Young LLP, Independent Auditors (filed
herewith).
24. (a) Powers of Attorney (filed herewith).
(b) Certified Resolution Authorizing Signature by Power of
Attorney (filed herewith).
99. (a) Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
(b) Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith).

*Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of Form 10-K.