SHERWIN WILLIAMS CO — Director's Dealing 2010

Apr 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2010-02-19

Reporting Person: Wells Robert J (SrVP-Corp Com & Public Affairs)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-19	Phantom Stock Units	$	A	12.37	Acquired		Common Stock ()	Direct
2010-02-26	Phantom Stock Units	$	A	3.98	Acquired		Common Stock ()	Direct
2010-03-12	Phantom Stock Units	$	A	3.91	Acquired		Common Stock ()	Direct
2010-03-26	Phantom Stock Units	$	A	3.77	Acquired		Common Stock ()	Direct
2010-04-09	Phantom Stock Units	$	A	3.54	Acquired		Common Stock ()	Direct
2010-04-23	Phantom Stock Units	$	A	3.24	Acquired		Common Stock ()	Direct

Footnotes

F1: Acquisition of phantom stock units (in an exempt transaction) under deferred compensation plan to be settled generally upon the Reporting Person's retirement or termination of employment, subject to diversification provisions of the plan. The plan utilizes unit accounting, with phantom stock units consisting primarily of phantom shares of common stock and a small percentage of short-term investments. On April 1, 1997, units were assigned a beginning per unit price of $10.00.