THE SHERWIN-WILLIAMS COMPANY Underwriting AgreementSherwin Williams Co • December 17th, 2009 • Retail-building materials, hardware, garden supply • New York
The Sherwin-Williams Company, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 3.125% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of February 1, 1996 (the “Base Indenture”), as supplemented by a supplemental indenture to be dated as of December 21, 2009 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee (the “Trustee”).
