SHERWIN WILLIAMS CO
EXHIBIT 10(E)
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<FILENAME>l96785aexv10we.txt
<DESCRIPTION>EXHIBIT 10(E)
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                                                                   EXHIBIT 10(e)

                2002-2 AMENDMENT TO THE SHERWIN-WILLIAMS COMPANY
                    KEY MANAGEMENT DEFERRED COMPENSATION PLAN
                      (1997/1999 AMENDMENT AND RESTATEMENT)

         This 2002-2 Amendment to The Sherwin-Williams Company Key Management
Deferred Compensation Plan (the "Plan") is made effective as of August 31, 2002.

                                   WITNESSETH:

         WHEREAS, The Sherwin-Williams Company (the "Company") established the
Plan effective January 1, 1980 and has subsequently amended and restated the
Plan thereafter;

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

         WHEREAS, the Company wishes to amend the Plan to exercise its right
pursuant to Article XIII to terminate the Plan;

         NOW, THEREFORE, the Plan is hereby amended effective August 31, 2002 to
add the following Termination Addendum 2002-2:

                           TERMINATION ADDENDUM 2002-1

         Pursuant to Section 13.01 of the Plan, the Company hereby terminates
the Plan in its entirety effective as of August 31, 2002 (the "Termination
Effective Date"). For all periods following the Termination Effective Date,
notwithstanding any other provisions of the Plan or further actions required on
the part of the Company to wind-down the Plan and distribute liabilities
associated herewith: (1) the obligation of the Company to make any future
contributions shall cease; (2) no persons who were not Participants on the
Termination Effective Date shall be eligible to become Participants; and (3) all
interests of Participants not theretofore vested shall become immediately fully
(100%) vested. The value of the Accrued Benefit of all Participants and
Beneficiaries shall be determined and distributed to them as soon as practicable
after the Termination Effective Date in the form of a lump sum cash
distribution. The Company reserves the right, without further formal amendment
to the Plan, to take such other actions as may be necessary in the opinion of
the Company, to cause the termination of the Plan and/or Trust, or to conform to
any applicable requirements of the law.

         IN WITNESS WHEREOF, pursuant to the action of its Board of Directors at
a meeting held the 24th day of July, 2002, the Company has caused this amendment
to be executed effective August 31, 2002 by its duly authorized officer.


ATTEST/WITNESS:         THE SHERWIN-WILLIAMS COMPANY

                        By:  /s/
-------------------          ---------------------------------------------
                                             Louis E. Stellato
                        Title:  Vice President, General Counsel and Secretary
                                ----------------------------------------------


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