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SHERWIN WILLIAMS CO Director's Dealing 2009

Feb 19, 2009

29898_dirs_2009-02-19_d0751d08-039e-40cb-86f6-21f2a9347602.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2009-02-17

Reporting Person: Oberfeld Steven J (President, Paint Stores Group)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-02-17 Common Stock F 1637 $46.015 Disposed 57649 Direct
2009-02-17 Common Stock A 20000 Acquired 77649 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 24357.63 Indirect

Footnotes

F1: Grant of restricted shares of common stock under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan.

F2: Of shares listed, 56,000 are restricted.

F3: Represents the approximate number of shares of common stock for which the Reporting Person has the right to direct the vote under The Sherwin-Williams Company Employee Stock Purchase and Savings Plan per the trustee's 12/31/08 statement. Shares of common stock are not directly allocated to the Plan participants, but are instead held in a unitized fund consisting primarily of common stock and a small percentage of short-term investments. Participants acquire units of this fund.