THE SHERWIN-WILLIAMS COMPANY
BUSINESS ETHICS POLICY

 

Preamble
Policy 501
Administration and Waiver
Ethical Business Conduct
Conflict of Interest
Compliance with Laws and Regulations
Use of Company Assets
Accounting Records and Controls
Additional Ethical Obligations for Senior Financial Management
Confidential and Proprietary Information
Relations with Vendors and Customers
Relations with Government Employees
Illegal or Improper Payments
Reporting/Disclosures
Non-Retaliation
Disciplinary Action and Violations of Law
Training
 

PREAMBLE
The Sherwin-Williams Company is committed to conducting business in an ethical and legal manner throughout the world.  Sherwin-Williams' directors, employees, agents and representatives are expected to act in accordance with the highest ethical and legal standards in all aspects of their Sherwin-Williams' activities.  Sherwin-Williams also expects the suppliers, independent contractors and consultants with whom we do business to adopt and to conform to similar values and standards.

This Policy applies to all directors, officers and other employees of Sherwin-Williams and its subsidiaries and outlines the broad principles of ethical and legal conduct embraced by Sherwin-Williams to guide our directors' and employees' business related  conduct. These principles are not intended to be a complete list of ethical and legal issues a director or employee might face in the course of his/her business activities.  Therefore, it is intended that these principles are to be applied using common sense and reasonable business judgment.  Additionally, this Policy should be read in conjunction with all Sherwin-Williams' policies, rules and regulations. 

These principles and standards of conduct apply in all countries where Sherwin-Williams conducts business.  Each employee is subject to the laws and regulations of the country where they work and, because Sherwin-Williams is a U.S. based company, U.S. laws and regulations may also apply to employee conduct that occurs outside of the U.S.  If there appears to be conflict between this Policy and applicable laws, or if you have any questions regarding the interpretation of applicable laws, you should contact the Legal Department.  As a general rule, in the event of a conflict between applicable Company policies and applicable laws, the more restrictive policy and/or law will prevail.

Sherwin-Williams respects the right of privacy of all directors and employees in their personal activities that have no bearing on their responsibilities to the Sherwin-Williams' organization. However, each director and employee must examine his/her activities, and those of family members, to ensure that no activity, whether direct or indirect, might adversely affect Sherwin-Williams' reputation.

"The Sherwin-Williams Company," "Sherwin-Williams" and "Company" as used herein refer to The Sherwin-Williams Company and its subsidiaries.  The term "employee" includes all executive officers, corporate and operating management, and other employees of Sherwin-Williams. 

This Policy neither constitutes nor should be construed to constitute a contract of employment for a definite term or a guarantee of continued employment.

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POLICY 501
It is Sherwin-Williams' policy to conduct its business with the highest standards of integrity and in accordance with all applicable laws and regulations. Employees are expected to deal fairly and honestly with each other as well as with our vendors, customers and other third parties. Any act of unethical business conduct, dishonesty, theft, or violation or disregard of Sherwin-Williams' policies, procedures, rules and/or regulations established to protect Sherwin-Williams' assets or its employees, is a violation of this Policy and may result in disciplinary action, up to and including termination of employment.

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A.  ADMINISTRATION AND WAIVER
The Chief Financial Officer shall have the overall responsibility for interpreting and administering this Policy. Each Group, Division and Corporate Department shall be responsible for administering this Policy in accordance with the interpretations established and determinations made by the Chief Financial Officer. In addition, each Group, Division and Corporate Department shall be responsible to maintain appropriate internal procedures and controls for obtaining certain approvals and reporting certain incidents under this Policy. Wherever this Policy mandates that you notify the Chief Financial Officer regarding a particular incident, you should also follow your Group, Division or Corporate Department procedures and controls. Alternatively, an employee may report any Company, director or employee conduct anonymously using Sherwin-Williams' toll free hot-line by calling the 800 telephone number posted at your facility.  Wherever this Policy recommends that you seek approval or an interpretation prior to taking a particular action, you should follow your Group, Division or Corporate Department procedures and controls, as appropriate, and you may also contact the Chief Financial Officer.

Any waiver, interpretation or other administration of this Policy for directors may only be implemented by Sherwin-Williams' Board of Directors or a committee of the Board.  Any waiver of this Policy for executive officers may only be granted by Sherwin-Williams' Board of Directors or a committee of the Board.  Any waiver for other officers and employees may only be granted by your Group/Division President & General Manager or budget level manager for corporate departments.  Any waiver of this Policy for directors and executive officers shall be promptly disclosed on Sherwin-Williams' web site.  Any waiver of or significant amendments to the Code of Ethics for Senior Financial Officers set forth in Paragraph G shall also be promptly disclosed on Sherwin-Williams' web site.

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B.  ETHICAL BUSINESS CONDUCT
Sherwin-Williams, its directors and employees shall conduct Sherwin-Williams' business affairs honestly, fairly, impartially and in an ethical manner. Conduct that raises questions as to Sherwin-Williams' integrity, character or impartiality, which can damage Sherwin-Williams' reputation, or creates the appearance of illegal, unethical or improper conduct, is prohibited.

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C.  CONFLICT OF INTEREST
Directors and employees are expected to make business decisions and take actions based upon the best interests of Sherwin-Williams and not based upon personal relationships or benefits.  Conflicts of interests, and the appearance of conflicts of interest, can damage your reputation and the reputation of Sherwin-Williams. 

A conflict of interest is any activity, investment, interest, association or relationship (including relationships with family members, relatives, friends and social acquaintances) which conflicts with the independent exercise of judgment in connection with your duties and/or employment with Sherwin-Williams. A conflict of interest occurs when your personal interests interfere in any way, or appear to interfere, with your professional responsibilities or the best interests of Sherwin-Williams.  Each Sherwin-Williams' director and employee is required to perform their respective duties in good faith and in a loyal manner, and to not engage in any activity that is, or appears to be, a conflict of interest.

A conflict of interest may arise in many situations. Although it is not possible to identify all situations which could involve a conflict of interest, reasonable business judgment should be sufficient to evaluate most situations. In the event you are unsure whether or not a particular situation creates a conflict or potential conflict of interest, you are encouraged to seek advice from your supervisor.  In addition, prior to proceeding, you must disclose the conflict or potential conflict in writing using the "Potential Conflict of Interest Disclosure Form."

Some common situations which involve potential or actual conflicts of interest include, among other things:

    1.  The acquisition or ownership of any stocks, bonds, notes or other financial instruments or obligations of any company that is a competitor, vendor or customer of Sherwin-Williams. (This situation does not apply to the acquisition or ownership of nominal holdings of securities or other obligations of a company whose securities are publicly traded.)

    2.  Maintaining outside employment with or providing consulting services to any competitor, vendor or customer of Sherwin-Williams.

    3.  Soliciting, demanding or accepting gifts, gratuities, prizes, trips, favors, goods, services or anything of value, or the giving of gifts, gratuities, prizes, trips, favors, goods, services or anything of value, from or to any person in conjunction with the performance of your duties and responsibilities with Sherwin-Williams. The acceptance and offer of gifts of nominal value and normal business courtesies are more specifically addressed in Paragraph I "Relations with Venders and Customers" of this Policy.

    4.  Competing with Sherwin-Williams or Sherwin-Williams' vendors or customers.

    5.  Engaging in or authorizing, or causing another to engage in or authorize, any Sherwin-Williams' business transaction with a relative, or any business organization with which the director or employee, or a family member of any director or employee, is associated.

    6.  Personally taking advantage of a business opportunity that belongs to Sherwin-Williams, or deriving personal profit, gain or financial advantage (other than compensation from Sherwin-Williams), from any Sherwin-Williams' business transaction.

    7.  Using Sherwin-Williams' assets, including Sherwin-Williams' name, trademarks, trade names, facilities or relationships, for personal benefit or for outside work.

    8.  Maintaining a direct or indirect supervisory reporting relationship with any family member or others with whom you have a significant relationship.

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D. COMPLIANCE WITH LAWS AND REGULATIONS
Sherwin-Williams, as a U.S. based company with international operations, is subject to various federal, state, local and foreign laws and regulations. Sherwin-Williams requires its employees to comply with both the letter and spirit of all applicable laws and regulations wherever Sherwin-Williams' business is conducted.  Any violations or potential violations of any federal, state, local or foreign law or regulation must be immediately reported to the Legal Department and the Corporate Human Resources Department, in addition to your immediate supervisor. If you are contacted by law enforcement or a government agency about actual or suspected illegal conduct of any kind, immediately report such contact to the Legal Department, Loss Prevention and your Human Resources Department. The following are several specific legal areas which affect Sherwin-Williams' employees and its operations:

    1.  Antitrust and Competition Laws. The antitrust and competition laws regulate Sherwin-Williams' relationships with its vendors, customers and competitors. While these laws are complex and broad, generally, they prohibit agreements, arrangements and activities which may have the effect of reducing competition. Sherwin-Williams is committed to promoting free and competitive markets.  You may not enter into any agreement or arrangement, or engage in any activity, with vendors, customers and/or competitors, which may lessen competition. In addition, to avoid the appearance of improper conduct, you should avoid contact with our competitors and their employees except in those few limited circumstances where contacts are necessary and for lawful purposes.  Employees are expected to contact the Legal Department if there is any question or concern prior to engaging in a particular activity or practice. 

    2.  Environmental, Health and Safety.  Sherwin-Williams is committed to protecting the environment, health and safety of our employees, customers and the public, and will conduct its business operations in a manner that promotes these objectives.  Employees at all levels are accountable for assuring high standards of environmental, health and safety compliance and performance.  The protection of the environment, health and safety will be maintained as integral aspects of all Sherwin-Williams' business activities and Sherwin-Williams has established and maintains programs to assure Sherwin-Williams' compliance with the laws and regulations applicable to its operations. Any questions regarding these areas should be directed to the Environmental, Health and Regulatory Services Department or the Corporate Safety Department.

    3.  Trading in Securities with Material, Nonpublic Information. The securities laws generally make it unlawful, both civilly and criminally, for any person to buy, sell or trade on securities of a publicly traded company while in possession of material, nonpublic information regarding such company, or to disclose such information to others who buy, sell or trade such securities. In general, a security is any investment interest, such as an investment contract, a bond, stock or option, that is publicly traded such as on a stock exchange. Information is considered "material" if a reasonable investor would consider it to be important in deciding whether to purchase, sell or trade in a company's securities. Examples of material information may include plans or agreements for acquisitions or mergers, corporate or divisional restructurings, significant unannounced changes in actual or estimated revenues or profits, dividend actions, or significant business opportunities.  Whether information is material is determined on a case by case basis. "Nonpublic information" is information about a company that is not yet in general circulation. All information that you learn about a company or its business plans in connection with your duties and employment is potentially material, nonpublic information until publicly disclosed or made available by such company. Inquiries regarding whether certain information is material should be directed to the Legal Department.

    Sherwin-Williams' policy prohibits directors and employees who possess material, nonpublic information concerning Sherwin-Williams, or any other public company (where such information is obtained in connection with their duties and employment with Sherwin-Williams), from (i) directly or indirectly buying, selling or trading securities of Sherwin-Williams or such other company; (ii) disclosing (or "tipping") such information to others who may buy, sell or trade such securities; and (iii) engaging in any other action to take personal advantage of that information. In addition, immediately after material, nonpublic information is made public, Sherwin-Williams prohibits directors and employees from taking action otherwise prohibited by the preceding sentence until the general public has received the information and has had a sufficient opportunity to act upon it.

    All supervisory employees within Sherwin-Williams should be alert to situations where their subordinate employees may not be observing Sherwin-Williams' stated policy. The securities laws provide for criminal and/or civil penalties not only for those who engage in insider trading but also for those "controlling persons" who fail to take appropriate actions when they either know or should have known that employees within their control were violating these laws.

    4.  Foreign Corrupt Practices Act.  The laws of the United States and foreign countries prohibit companies, and their employees and agents, from offering, promising to pay or authorizing payment of any money or anything of value to any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any act or decision of such official, party or candidate in his/her or its official capacity. Companies and their employees and agents are also prohibited from taking any of these actions for the purpose of inducing such official, party or candidate to use his/her or its influence to affect or influence any act or decision of a government or any agency thereof.

    The Foreign Corrupt Practices Act (FCPA) prohibits bribery or unlawful payments to any official or employee of a foreign government or agency for the purpose of influencing decisions, or obtaining or retaining business. Any such payments are prohibited.  In some countries outside of the U.S., small tips or gratuities (commonly referred to as facilitating payments) to minor governmental personnel outside of the U.S. to induce such personnel to perform basic ministerial or clerical functions, or to provide routine services, are not categorically illegal. However, no employee may make any such facilitating payment to any foreign governmental personnel without first obtaining the approval of the Legal Department and the employee's Group/Division President & General Manager. Such facilitating payments are prohibited within the United States and its territories.

    Sherwin-Williams requires full compliance with the FCPA by all of its directors, employees, agents, representatives, consultants, licensees and distributors.  If you become aware of any FCPA violation or potential violation you should immediately notify the Legal Department.  You are also expected to contact the Legal Department if there is any question or concern regarding compliance with the FCPA.

    5.  Political Contributions.  Generally, U.S. and foreign laws prohibit corporations from making contributions or expenditures in connection with any election for political office. These laws also prohibit corporations from financially supporting political candidates. Political contributions include direct or indirect payments, advances, gifts of goods or services, subscriptions, memberships, purchase of tickets for fund raisers and purchase of advertising space. No employee shall make any political contribution or other expenditure to any political organization or candidate for political office on behalf of or for the benefit of Sherwin-Williams.

    Directors and employees may make personal political contributions to any organization or candidate for political office so long as the director or employee does not represent that such contribution is from Sherwin-Williams. Any personal political contributions shall be the sole responsibility of the director or employee, and Sherwin-Williams shall not assume or accept any responsibility for such contributions. No director or employee shall make any personal political contribution with the purpose of assisting Sherwin-Williams in obtaining or retaining business, or with the purpose of influencing any act or decision of any government official or agency for Sherwin-Williams' benefit. Sherwin-Williams' assets, properties or services, including Sherwin-Williams' letterhead and stationery, shall not be used to facilitate personal political contributions.

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E.  USE OF COMPANY ASSETS
Sherwin-Williams' assets and resources are primarily intended for Sherwin-Williams' business use.  You are responsible for safeguarding the assets (tangible and intangible) and resources of Sherwin-Williams that are under your supervision and control.  Assets include cash, trademarks, trade names, technology, company image, merchandise, inventory, equipment, computers, telecommunications equipment and services, supplies, business plans, information (including financial, supplier, customer, distributor and other Company proprietary information) and the services of Sherwin-Williams' personnel.  These assets and resources are to be used solely for legal and proper purposes. The use of Sherwin-Williams' assets for improper, illegal or non-Sherwin-Williams' purposes, including the use by any employee for his or her personal benefit, is prohibited. 

The contributions an employee makes to the development and use of Sherwin-Williams' products, equipment, marketing and sales research, materials and services while employed by Sherwin-Williams become Sherwin-Williams' property. These contributions remain Sherwin-Williams' property in the event the employee's employment with Sherwin-Williams terminates for any reason.

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F.   ACCOUNTING RECORDS AND CONTROLS
Accurate and complete business records are essential to the management of the Company and to maintaining and safeguarding investor confidence.  Accurate and complete business records also are necessary in order for Sherwin-Williams to fulfill its obligations to provide complete, fair, timely, accurate and understandable financial and other disclosure to shareholders, the public and governmental agencies.  Therefore, all Sherwin-Williams' books, records and accounts must completely, accurately and fairly reflect Sherwin-Williams' assets, liabilities and transactions. Sherwin-Williams' employees have the responsibility to ensure that all books, records, documents and accounts under his/her control are complete, properly supported, auditable and accurately reflect Sherwin-Williams' transactions, both internally and externally.

All vouchers, bills, invoices and other business records (including personnel time cards, and travel and entertainment expense reports) shall be prepared with care, accuracy and complete candor. False or misleading entries in any accounting or other business records for any reason whatsoever are prohibited. No undisclosed or unrecorded funds or assets shall be permitted for any reason whatsoever. No payment shall be made with the intent or understanding that such payment or any part of it is to be used for purposes other than those described in the supporting documents.

Employees are required to cooperate fully with both internal and external auditors.  Making false statements or otherwise misleading internal or external auditors, Sherwin-Williams' counsel or advisors, or any private or public regulatory agency is prohibited. 

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G.  ADDITIONAL ETHICAL OBLIGATIONS FOR SENIOR FINANCIAL MANAGEMENT
In addition to the ethical obligations set forth in Paragraph F "Accounting Records and Controls," the Chief Executive Officer, Chief Financial Officer and other Senior Financial Management must adhere to the highest standards of honesty, integrity, objectivity and independence, and comply with all applicable laws, governmental regulations, company policies, rules and regulations, ethical requirements and professional standards.  The Chief Executive Officer, Chief Financial Officer and Senior Financial Management are also responsible for creating and maintaining a culture of high ethical standards and of commitment to compliance throughout the Company to ensure the fair and timely reporting of Sherwin-Williams' financial results and condition.  "Senior Financial Management" shall include the controller, the treasurer, the principal financial/accounting personnel in the Company's operating Groups and Divisions, and all other financial/accounting personnel within the Company's corporate departments and operating Groups and Divisions with staff supervision responsibilities. 

The Chief Executive Officer, Chief Financial Officer and Senior Financial Management are bound by the following Code of Ethics for Senior Financial Officers, pursuant to which the Chief Executive Officer, Chief Financial Officer and each person within Senior Financial Management must:

    -Act with honesty and integrity, including the ethical handling of any actual or apparent conflicts of interest between personal and professional relationships.

    -Avoid actual or apparent conflicts of interest and report any material transaction or relationship that reasonably could be expected to give rise to any such conflict.  A conflict of interest occurs when your personal interests interfere in any way, or appear to interfere, with your professional responsibilities or the best interests of the Company.

    -Provide full, fair, accurate, timely and understandable disclosure in reports and documents that Sherwin-Williams files with, or submits to, the Securities Exchange Commission and in all other public disclosures and communications.

    -Comply with all applicable laws, rules and regulations of federal, state, local and foreign governments, and other appropriate private and public regulatory agencies.

Violations of this Code of Ethics for Senior Financial Officers, including failures to report potential violations by others, may result in disciplinary action, up to and including termination of employment.  Any employee who is aware of any act or omission which is or may be a violation of this Code of Ethics for Senior Financial Officers shall promptly report such conduct to the Chief Executive Officer, the Chief Financial Officer, the General Counsel or the Chairperson of the Audit Committee.  Alternatively, an employee may report any such act or omission anonymously using Sherwin-Williams' toll free hot-line by calling the 800 telephone number posted at your facility.

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H.  CONFIDENTIAL AND PROPRIETARY INFORMATION
All Sherwin-Williams' information (whether written, unwritten, in computer generated form or on computer tape or disks, or contained in or on any other media) is the property of Sherwin-Williams and its subsidiaries. Information which is not in the public domain is considered confidential or proprietary. This information is a valuable asset to Sherwin-Williams and must be protected from loss, misappropriation and unauthorized disclosure.

No director or employee shall make any unauthorized use or disclosure of any Sherwin-Williams' confidential or proprietary information. When documents containing Sherwin-Williams' confidential or proprietary information are no longer required they shall be destroyed in accordance with Sherwin-Williams' Record Retention Policy.

Examples of Sherwin-Williams' confidential and/or proprietary information include: operating results and other financial information which Sherwin-Williams has not publicly disclosed; acquisition or divestiture plans; corporate or divisional restructurings; operating plans and budgets; product development, and marketing plans and strategies; information relating to Sherwin-Williams' customers and vendors; methods and procedures of doing business; personnel records; real estate plans; stockholders records; pricing schedules; contracts and invoices; and product formulas.

Specific policy statements and guidelines concerning the protection of Sherwin-Williams' information is contained in the SHERWIN-WILLIAMS GENERAL INFORMATION SECURITY POLICY GUIDELINES (Form 81990) and INFORMATION SYSTEM SECURITY POLICY GUIDELINES (Form 81991). You are required to comply with these policies and procedures.

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I.  RELATIONS WITH VENDORS AND CUSTOMERS
Vendors and customers, as well as potential vendors and potential customers, are to be treated honestly and fairly. Purchases and sales shall be made on an impartial basis and are to be based on legitimate business reasons. Vendor and customer relationships shall be above board and kept at arms length.

You may only accept or offer normal business courtesies, such as meals, that facilitate the discussion of business, advance good business relations or serve some other demonstrable business purpose. Such courtesies must be within the bounds of good taste, moderation and common sense. Soliciting or demanding, either directly or indirectly, anything of value in connection with any business transaction or relationship involving Sherwin-Williams is prohibited. In addition, accepting or offering anything of value with the intent to be influenced or rewarded, or with the intent to influence another, in connection with any business transaction or relationship involving Sherwin-Williams is prohibited.

Gifts, gratuities, awards, merchandise and/or other incentives of nominal value (generally not exceeding a fair market value of $50) may be accepted from or offered to vendors and customers, as well as potential vendors and potential customers, with whom you maintain an actual or potential business relationship. You may engage in reasonable entertainment with current or potential vendors and customers. The value of such entertainment may not exceed a fair market value of $50 unless the vendor or customer, or potential vendor or potential customer, is present. "Reasonable entertainment" means entertainment (including activities such as golf and other sporting events, tickets to the theater, a concert and other productions, but excluding vendor paid/customer paid trips), at which bona fide business discussions are held, provided that the expense would be paid by Sherwin-Williams as a reasonable business expense if not paid by the other party. In addition, "reasonable entertainment" only includes entertainment within the bounds of good taste, moderation and common sense. If there are any questions regarding the reasonableness or permissibility of any entertainment under this Policy, the employee should obtain approval before engaging in the entertainment.

The acceptance or offer of cash or cash equivalents, stocks, bonds or other securities, promissory notes, or any similar form of monetary or financial gift, gratuity or award is absolutely prohibited. Any such attempted monetary or financial gift, gratuity or award must be immediately reported to the Chief Financial Officer or Vice President - Internal Audit and Loss Prevention.

All vendor paid and/or customer paid trips which have entertainment or reward as the primary purpose for the trip (such as cruises, sight-seeing, hunting, fishing, golfing, skiing, etc....) must be approved prior to the trip by the employee's immediate supervisor and his/her Group/Division President & General Manager or budget level manager for corporate departments. In order to approve such a trip, the immediate supervisor and appropriate management level personnel must determine that a valid business purpose exists (such as, advancing good business relations or an appropriate award for a job well done), the fair market value of the trip is not excessive, the purpose or expected result of the trip is not to influence you in future business decisions, and that the trip as a whole is within the bounds of good taste and common sense.

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J.  RELATIONS WITH GOVERNMENT EMPLOYEES
The rules and regulations governing the conduct of federal government employees generally prohibit contractors from providing gifts, gratuities or anything of value to federal government employees. Therefore, it is Sherwin-Williams' policy that no entertainment, meals, gifts, gratuities or other business courtesies may be offered or provided to federal, state, local or foreign government employees, except for an occasional soft drink, coffee or donuts if provided other than as part of a meal.

No director or employee shall give or offer any money, gifts, favors, lavish or unusual hospitality, loans, discounts or other preferential treatment or service or anything of value to any government official, or any family member of any government official, even if lawful, if such gratuity might be construed as an attempt to influence a government decision in any matter affecting Sherwin-Williams. All relations with government or political officials should be conducted in a manner that will not adversely reflect on Sherwin-Williams' or the government official's integrity, and with the expectation that all such actions will become a matter of public knowledge.

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K.  ILLEGAL OR IMPROPER PAYMENTS
Directors and employees are prohibited from giving, offering or accepting any personal payments of any kind, whether of money, services, property or any other item of value, to or from any employee, officer, agent or representative of any private or public organization, or to any person, seeking to do business with Sherwin-Williams. Bribes, kickbacks or any other form of payment to any such individual or person for the purpose of obtaining business or business concessions are prohibited. Any director or employee receiving a demand or offer for any bribe, kickback and/or other form of payment must report the demand immediately to the Chief Financial Officer, the Vice President - Internal Audit and Loss Prevention or the Legal Department.

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L.  REPORTING/DISCLOSURES
Any director or employee who reasonably believes or suspects that the Company or any director or employee has or is engaging in improper or illegal activities, fraud or activities which appear to be inconsistent with or in violation of this Policy, is responsible for reporting such activities to his/her supervisor, personnel representative, Division/Corporate Loss Prevention, the Corporate Human Resources Department, the Legal Department or the Chief Financial Officer. If you are in doubt regarding any activities or conduct, you are urged to raise your concern.  This allows management the opportunity to investigate and address potential problems since non-compliance can result in serious consequences to the Company, our employees, customers and investors.  Alternatively, an employee may report such activities anonymously using Sherwin-Williams' toll free hot-line by calling the 800 telephone number posted at your facility.

It is important that you feel secure when reporting potential improper or illegal activities or conduct under this Policy.  Confidentiality is a priority to Sherwin-Williams whether the activities are reported to Sherwin-Williams' personnel or via the toll free hot-line.  Sherwin-Williams will make every effort to keep the reporting employee's identity confidential. In some circumstances, however, it may be impossible to keep your identity confidential due to the demands of conducting a thorough investigation or due to certain legal requirements. 

In addition, any employee who becomes aware of a conflict or a potential conflict of interest must immediately disclose the conflict or potential conflict of interest in writing using the "Potential Conflict of Interest Disclosure Form".

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M.  NON-RETALIATION
Sherwin-Williams will not tolerate any reprisal or retaliation against any person who, in good faith, reports a known or suspected violation of the law or of any Company policy, rule or regulation, including this Policy.  Sherwin-Williams will take appropriate disciplinary action, up to and including termination of employment, against any employee who retaliates, directly or indirectly, against any person for reporting an actual or suspected violation of any Company policy, rule or regulation (including this Policy), or applicable laws and regulations, or assisting in any investigation of any such violation or suspected violation.

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N.  DISCIPLINARY ACTION AND VIOLATIONS OF LAW
Violations of Sherwin-Williams' policies, rules or regulations, the ethical principles set forth herein, or with the laws and regulations applicable to Sherwin-Williams' business, could subject an employee to appropriate corrective disciplinary action, up to and including termination of employment.  In addition, any such violations may also violate foreign, federal, state and/or local laws and could subject an employee to individual civil or criminal prosecution, with accompanying potential damages, fines and imprisonment.

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TRAINING
It is essential for each director and employee to understand this Policy and the principles of ethical conduct set forth herein. This understanding will be realized through effective business ethics training. Therefore, each Group/Division President & General Manager is responsible for maintaining an effective business ethics training program for their employees. Additionally, Headquarters Human Resources is responsible for maintaining an effective business ethics training program for corporate staff personnel. Each program shall be designed to educate employees on the principles set forth in this Policy and to encourage employees to conform their conduct to these principles. At a minimum, this training must be given to each employee on an annual basis.