SHERWIN WILLIAMS CO — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHERWIN WILLIAMS CO (SHW)
CIK: 0000089800
Period of Report: 2011-02-15

Reporting Person: HENNESSY SEAN P (Sr. VP-Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	D	10000	—	Disposed	110318	Direct
2011-02-15	Common Stock	A	11460	—	Acquired	121778	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17461.82	Indirect

Footnotes

F1: Forfeiture of restricted stock under the 2006 Equity and Performance Incentive Plan because threshold performance goal was not achieved.

F2: Grant of restricted stock under the 2006 Equity and Performance Incentive Plan.

F3: Of shares listed, 61,960 are restricted.

F4: 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 12/31/10 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.