RECITALS:Registration Rights Agreement • November 18th, 2003 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Ohio
1 EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 Exhibit 4.2 THE SHERWIN-WILLIAMS COMPANY $150,000,000 7.375% Debentures Due 2027 $150,000,000 7.450% Debentures Due 2097 PURCHASE AGREEMENTPurchase Agreement • April 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 EXHIBIT 10(a) FORM OF INDEMNITY AGREEMENT -------------------Indemnification Agreement • March 11th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 Exhibit 1(a) The Sherwin-Williams Company [Form of Underwriting Agreement]Underwriting Agreement • December 8th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 AGREEMENT OF JOINT FILING SWACQ, Inc. and The Sherwin-Williams Company agree that the Statement on Schedule 13D to which this agreement is attached as an exhibit, and all future amendments to the Statement, shall be filed on behalf of each of them....Joint Filing Agreement • November 9th, 1995 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods
RECITALS --------Rights Agreement • April 24th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
RECITAL -------Consulting Agreement • August 14th, 2000 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
RECITALS:Trust Agreement • March 12th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
AMENDMENT NO. 1 dated as of December 1, 2000 (this "AMENDMENT"), to the AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of December 31, 1999 (the "CREDIT AGREEMENT"), among THE SHERWIN-WILLIAMS COMPANY (the "COMPANY"), the Lenders referred to...364-Day Credit Agreement • March 13th, 2001 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
THE SHERWIN-WILLIAMS COMPANY Underwriting AgreementUnderwriting Agreement • December 17th, 2009 • Sherwin Williams Co • 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”).
andIndenture • February 20th, 1996 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
1 Exhibit 99.2 EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 3, such indemnified person shall notify the...Registration Rights Agreement • November 22nd, 1995 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 WAIVER WHEREAS, Pratt & Lambert United, Inc. ("P&L"), The Sherwin-Williams Company ("S-W") and SWACQ, Inc. ("Acquisition") have entered into an Agreement and Plan of Merger dated as of November 4, 1995 (the "Merger Agreement"); WHEREAS, pursuant to...Merger Agreement • December 8th, 1995 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods
1 Exhibit 4.3 THE SHERWIN-WILLIAMS COMPANY $150,000,000 7.375% Debentures Due 2027 $150,000,000 7.450% Debentures Due 2097 REGISTRATION AGREEMENTRegistration Agreement • April 22nd, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
RECITALS:Stock Purchase Agreement • November 18th, 2003 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Ohio
AGREEMENT AND PLAN OF MERGER by and among THE VALSPAR CORPORATION, THE SHERWIN- WILLIAMS COMPANY and VIKING MERGER SUB, INC. Dated as of March 19, 2016Merger Agreement • March 21st, 2016 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 19, 2016, is by and among The Valspar Corporation, a Delaware corporation (the “Company”), The Sherwin-Williams Company, an Ohio corporation (“Parent”), and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
EXHIBIT 10(q) SPLIT-DOLLAR AGREEMENT THIS AGREEMENT made and entered into this 25th day of March, 1996, by and among The Sherwin Williams Company, an Ohio corporation, with principal offices and place of business in the State of Ohio (hereinafter...Split-Dollar Agreement • March 12th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 EXHIBIT 4.7 FORM OF COMMON STOCK WARRANT AGREEMENT THE SHERWIN-WILLIAMS COMPANYWarrant Agreement • August 18th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
EXHIBIT 4(e) AMENDMENT AND RESTATEMENT AGREEMENT364-Day Revolving Credit Agreement • March 13th, 2003 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
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,...Split-Dollar Life Insurance Agreement • November 13th, 2000 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 Exhibit 1(b) The Sherwin-Williams Company Medium-Term Notes, Series B Due Nine Months or More From Date of Issue Selling Agency AgreementSelling Agency Agreement • December 8th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
THE SHERWIN-WILLIAMS COMPANY $1,500,000,000 2.250% Senior Notes due 2020 $1,250,000,000 2.750% Senior Notes due 2022 $500,000,000 3.125% Senior Notes due 2024 $1,500,000,000 3.450% Senior Notes due 2027 $1,250,000,000 4.500% Senior Notes due 2047...Underwriting Agreement • May 16th, 2017 • Sherwin Williams Co • 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”), $1,500,000,000 principal amount of its 2.250% Senior Notes due 2020 (the “2020 Notes”), $1,250,000,000 principal amount of its 2.750% Senior Notes due 2022 (the “2022 Notes”), $500,000,000 principal amount of its 3.125% Senior Notes due 2024 (the “2024 Notes”), $1,500,000,000 principal amount of its 3.450% Senior Notes due 2027 (the “2027 Notes”) and $1,250,000,000 principal amount of its 4.500% Senior Notes due 2047 (the “2047 Notes” and, collectively with the 2020 Notes, the 2022 Notes, the 2024 Notes and the 2027 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of July 31, 2015 (the “Base Indenture”), as supplemented by a
EXHIBIT 4(a) PURCHASE AND CONTRIBUTION AGREEMENT Dated as of February 1, 2006Purchase and Contribution Agreement • February 7th, 2006 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
1 Exhibit 1.1 The Sherwin-Williams Company [Form of Underwriting Agreement]Underwriting Agreement • August 18th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of July 19, 2004 amongCompetitive Advance and Revolving Credit Facility Agreement • August 5th, 2004 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
EXHIBIT 4(c) AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT AGREEMENT This Amended and Restated Five Year Revolving Credit Agreement is made and entered into this 3rd day of January, 2000 by and among The Sherwin-Williams Company ("Company"), whose...Five Year Revolving Credit Agreement • March 15th, 2000 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
1 EXHIBIT 4.8 FORM OF DEBT SECURITIES WARRANT AGREEMENT THE SHERWIN-WILLIAMS COMPANYWarrant Agreement • August 18th, 1998 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • New York
EXHIBIT 10(q) EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT, effective as of August 13, 2001 (the "Effective Date"), is made between LARRY J. PITORAK ("Employee") and THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation with its principal...Employment Agreement • March 14th, 2002 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
CREDIT AGREEMENT dated as of August 30, 2022 among THE SHERWIN-WILLIAMS COMPANY, SHERWIN-WILLIAMS LUXEMBOURG S.à r.l. and SHERWIN-WILLIAMS CANADA INC., as Borrowers, CITIBANK, N.A., as Administrative Agent and an Issuing Lender, WELLS FARGO BANK,...Credit Agreement • August 31st, 2022 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
CREDIT AGREEMENT dated as of August 30, 2022 among THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation, SHERWIN-WILLIAMS LUXEMBOURG S.à r.l., a Luxembourg limited liability company (société à responsabilité limitée), having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Company and Commercial Register under number B 148400, SHERWIN-WILLIAMS CANADA INC., a Canadian corporation organized under the Canada Business Corporations Act (Canada), the LENDERS party hereto, the ISSUING LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.
1 EXHIBIT 10(b) FORM A OF SEVERANCE PAY AGREEMENT --------------------------------- AMENDED AND RESTATED SEVERANCE PAY AGREEMENT ----------------------- THIS AMENDED AND RESTATED SEVERANCE PAY AGREEMENT ("Agreement") is made and entered into effective...Severance Pay Agreement • August 13th, 1997 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods • Ohio
RECITALS: ---------Covenant Not to Compete Agreement • March 10th, 1999 • Sherwin Williams Co • Paints, varnishes, lacquers, enamels & allied prods
REGISTRATION RIGHTS AGREEMENT by and between The Sherwin-Williams Company, as Issuer, and Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as Dealer Managers Dated as of June 2, 2017Registration Rights Agreement • June 5th, 2017 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 2nd day of June, 2017, by and among The Sherwin-Williams Company, an Ohio corporation (the “Company”), and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the “Dealer Managers”).
EXHIBIT 4 SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 8, 2005 (this "Amendment and Restatement") in respect of the FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the "Credit Agreement") dated as of July 19,...Five-Year Competitive Advance and Revolving Credit Facility Agreement • December 14th, 2005 • Sherwin Williams Co • Retail-building materials, hardware, garden supply • New York
