On July 15, 2009, the Board of Directors of The Sherwin-Williams Company increased the size of the Board from nine to ten members and elected John M. Stropki to fill the resulting vacancy. Mr. Stropki, 58, is Chairman, President and Chief Executive Officer of Lincoln Electric Holdings, Inc. In addition, Mr. Stropki was appointed to the Compensation and Management Development Committee of the Board. A copy of the press release of Sherwin-Williams announcing Mr. Stropki's election is attached as Exhibit 99 and is incorporated herein by reference.
The Board has determined that Mr. Stropki is independent under the New York Stock Exchange listing standards and Sherwin-Williams' Director Independence Standards. There is no arrangement or understanding between Mr. Stropki and any other persons pursuant to which Mr. Stropki was selected as a director, and there are no related party transactions involving Mr. Stropki that are reportable under Item 404(a) of Regulation S-K.
Mr. Stropki 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. Stropki 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 held on April 15, 2009.
Sherwin-Williams entered into an Indemnity Agreement with Mr. Stropki 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.

(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 July 16, 2009.