8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2009

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

Ohio
(State or Other Jurisdiction
of Incorporation) 1-04851
(Commission
File Number) 34-0526850
(IRS Employer
Identification No.)

101 West Prospect Avenue
Cleveland, Ohio
(Address of Principal
Executive Offices)
44115
(Zip Code)

(216) 566-2000
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On October 16, 2009, the Board of Directors of The Sherwin-Williams Company increased the size of the Board from ten to eleven members and elected Thomas G. Kadien to fill the resulting vacancy. Mr. Kadien, 53, is Senior Vice President of International Paper Company and President of xpedx, International Paper’s distribution business. In addition, Mr. Kadien was appointed to the Audit Committee of the Board. A copy of the press release of Sherwin-Williams announcing Mr. Kadien’s election is attached as Exhibit 99 and is incorporated herein by reference.

     The Board has determined that Mr. Kadien is independent under the New York Stock Exchange listing standards and Sherwin-Williams’ Director Independence Standards. There is no arrangement or understanding between Mr. Kadien and any other persons pursuant to which Mr. Kadien was selected as a director, and there are no related party transactions involving Mr. Kadien that are reportable under Item 404(a) of Regulation S-K.

     Mr. Kadien received a grant of 1,483 shares of restricted stock under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors. The shares of restricted stock will vest in annual increments of one-third of the shares granted over a period of three years. Mr. Kadien will receive additional compensation pursuant to Sherwin-Williams’ director compensation program for nonemployee directors, which is described on pages 11 and 12 of Sherwin-Williams’ Proxy Statement for its Annual Meeting of Shareholders held on April 15, 2009.

     Sherwin-Williams entered into an Indemnity Agreement with Mr. Kadien in the same form that Sherwin-Williams has entered into with its other directors and officers. The Form of the Indemnity Agreement was filed as Exhibit 10(a) to Sherwin-Williams’ Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and is incorporated herein by reference. The Indemnity Agreement supplements the indemnification coverage afforded by Sherwin-Williams’ Regulations and Ohio law.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

          The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
10	Form of Director, Executive Officer and Corporate Officer Indemnity Agreement filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
99	Press Release of the Company, dated October 16, 2009.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE SHERWIN-WILLIAMS COMPANY
October 16, 2009	By:	/s/ L.E. Stellato
		L.E. Stellato
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10	Form of Director, Executive Officer and Corporate Officer Indemnity Agreement filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference.
99	Press Release of the Company, dated October 16, 2009.

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EX-99

EXHIBIT 99

NEWS:

The Sherwin-Williams Company • 101 West Prospect Avenue •
Cleveland, Ohio 44115 • (216) 566-2140

     CLEVELAND, OHIO, October 16, 2009 — The Sherwin-Williams Company (NYSE: SHW) announced that Thomas G. Kadien was elected to the Board of Directors of Sherwin-Williams effective today. Mr. Kadien, 53, is Senior Vice President of International Paper Company and President of xpedx, International Paper’s distribution business. Mr. Kadien was also appointed to the Audit Committee of the Board. Mr. Kadien’s election brings the number of members of the Board to eleven and the number of independent directors to ten.

     “We are delighted to welcome Tom to our Board of Directors,” commented Christopher M. Connor, Chairman and Chief Executive Officer of Sherwin-Williams. “Tom has demonstrated strong leadership for over 30 years at International Paper, and his broad marketing and international experience will serve the Board well. We look forward to his contributions to Sherwin-Williams and our shareholders for many years.”

     International Paper is a global paper and packaging company. Mr. Kadien joined International Paper in 1978. He held various sales, marketing and management positions with International Paper before being named Senior Vice President in May 2004 and President of xpedx in October 2005. Most recently, Mr. Kadien was Vice President — Fine Papers from 1999 to 2000, Vice President — Commercial Printing and Imaging Papers from 2000 to 2003, and President — IP Europe from 2003 to 2005. Mr. Kadien holds a bachelor’s degree in science and business administration from Bucknell University and an M.B.A. degree in marketing from Drexel University.

     Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of coatings and related products to professional, industrial, commercial, and retail customers. The company manufactures products under well-known brands such as Sherwin-Williams^®, Dutch Boy^®, Krylon^®, Minwax^®, Thompson’s^® WaterSeal^® and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams^® branded products are sold exclusively through a chain of more than 3,000 company-operated stores and facilities, while the company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Global Finishes Group distributes a wide range of products in more than 30 countries around the world. For more information, visit www.sherwin.com.

Contacts:

Robert Wells
Senior Vice President — Corporate Communications and Public Affairs
Sherwin-Williams
Direct: 216.566.2244
rjwells@sherwin.com

Mike Conway
Director — Corporate Communications and Investor Relations
Sherwin-Williams
Direct: 216.515.4393
Pager: 216.422.3751
mike.conway@sherwin.com