LAWSON PRODUCTS, INC.

                                     FORM OF
                   RESTRICTED STOCK AWARD AND ACKNOWLEDGEMENT
                   ------------------------------------------


         THIS RESTRICTED STOCK AWARD ("Award") is granted this _____ day of
________, ____, by Lawson Products, Inc., a Delaware corporation (the "Company")
to ___________ (the "Director").

         WHEREAS, the Company is of the opinion that its interests will be
advanced by granting the Director a proprietary interest in it, thus providing
the Director with a more direct stake in its welfare and creating a closer
relationship between the Director's interests and those of the Company.

         NOW, THEREFORE, in consideration of services rendered to the Company by
the Director and the services and other conditions required hereunder, the
Company hereby grants this Award to the Director on the terms expressed herein.

         1. Stock Award. The Company hereby grants to Director an award of
______ shares of common stock of the Company (the "Award Shares"), subject to
the nontransferability provision set forth in Section 3, and the other terms and
conditions set forth herein. The Director hereby acknowledges and agrees to such
restriction and the other terms and conditions set forth herein.

         2. Vesting. The Award Shares shall be fully vested on the date of
grant.

         3. Restriction. The Director shall not sell, assign, transfer, convey,
pledge, hypothecate, encumber, donate or otherwise dispose of any of the Award
Shares under any conditions (and any attempted disposition shall be void and of
no force or effect whatsoever). Upon the earlier of (a) termination of the
Director's status as a member of the Board of Directors of the Company or (b)
after the third anniversary of the date hereof, such restriction shall lapse.

         4. Voting; Dividends. The Director shall have all of the rights and
status of a stockholder of the Company in respect of the Award Shares, including
the right to vote such shares and to receive dividends or other distributions
thereon.

         5. Adjustments and Certain Distributions. In the event that, prior to
the termination of the restriction hereunder on the Award Shares, the Company
shall change the number of issued shares of common stock without receipt of
consideration therefore (by stock split, stock dividend or similar action), all
stock received by Director in respect of the Award Shares that are then subject
to restriction hereunder shall also be held subject to such restriction.

         6. Applicable Plan. These Award Shares are granted under and are
subject to the terms and conditions of the Lawson Products, Inc. 1999 Incentive
Stock Plan, as amended (the "Plan"). Any capitalized terms not defined herein
shall be subject to the definitions set forth in the Plan.

         7. Prospectus. This document constitutes part of a prospectus covering
securities that have been registered under the Securities Act of 1933, as

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amended. Copies of all documents incorporated by reference into the registration
statement shall be furnished by the Company upon written or oral request.

         IN WITNESS WHEREOF, the Company has caused this Award to be granted on
the date first above written.


                                                     LAWSON PRODUCTS, INC.


                                                     By:
                                                        ------------------------




ACKNOWLEDGED AND ACCEPTED:


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