On December 3, 2012, The Sherwin-Williams Company ("Sherwin-Williams") entered into that certain Three Year Credit Agreement Amendment No. 2 ("Amendment No. 2") with Citicorp USA, Inc. ("CUSA"), as administrative agent and issuing bank, and the Lenders party thereto. Amendment No. 2 amends the Three Year Credit Agreement, dated as of November 14, 2012 (as amended by that certain Three Year Credit Agreement Amendment No. 1, dated as of November 26, 2012, the "Credit Agreement"), among Sherwin-Williams, CUSA, as administrative agent and issuing bank, and the Lenders party thereto. The primary purpose of Amendment No. 2 is to increase the amount available for borrowing and obtaining the issuance, renewal, extension and increase of a letter of credit by $75 million up to an aggregate availability of $175 million.

No borrowings have been made, and no letter of credit has been issued, under the Credit Agreement, as amended by Amendment No. 2.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 4 to this Current Report on Form 8-K and is incorporated herein by reference.

The information described in Item 1.01 above relating to Amendment No. 2 is incorporated herein by reference into this Item 2.03. As of the date of this report, Sherwin-Williams had no outstanding borrowing under the Credit Agreement, as amended by Amendment No. 2.

(d) Exhibits.

The following exhibit is filed with this report:

Exhibit No.                               Exhibit Description

4                   Three Year Credit Agreement Amendment No. 2, dated as of
                    December 3, 2012, by and among The Sherwin-Williams Company,
                    Citicorp USA, Inc., as administrative agent and issuing bank,
                    and the Lenders party thereto.