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                                                                   EXHIBIT 10(a)

                                     FORM OF
                INDIVIDUAL GRANTOR TRUST PARTICIPATION AGREEMENT

         This INDIVIDUAL GRANTOR TRUST PARTICIPATION AGREEMENT ("Agreement") is
entered into effective this 1st day of November, 2003 by and between The
Sherwin-Williams Company ("Company") and ______________________________________
("Employee").

                                    RECITALS

    A.   The Company has established and maintains The Sherwin-Williams Company
         Deferred Compensation Savings and Pension Equalization Plan (the
         "Nonqualified Plan") which is designed to provide supplemental
         retirement benefits and other deferral opportunities to a select group
         of key management employees;

    B.   The Employee is a member of a class of employees who have been excluded
         from participation in the Nonqualified Plan; and

    C.   The Company shall pay to the Employee and the Employee shall direct the
         Company to deposit (i) certain cash compensation payments on behalf of
         the Employee and (ii) any distribution which may be made in the future
         from the Nonqualified Plan, directly into an individual grantor trust
         to be established and maintained by Employee, which compensation
         amounts shall be in an amount equal to the amounts that would have been
         contributed to the Nonqualified Plan.

         NOW THEREFORE, in consideration of the mutual promises set forth herein
    and other good and valuable consideration, the parties agree as follows:

    1.   Individual Grantor Trust. As a condition to the receipt of any
         compensation payments contemplated herein, the Employee agrees to
         establish and maintain an irrevocable individual grantor trust in the
         form attached hereto as Exhibit A (the "Trust") for the purpose of
         receiving and holding the cash deposits made pursuant to this Agreement
         and any interest or other earnings on the outstanding balances in the
         Trust. Employee hereby expressly appoints Company as his agent to act
         as "Administrator" of the Trust for purposes of providing guidelines
         and other information and direction to the trustee of the Trust;
         selecting the initial trustee and removing and appointing successor
         trustees; examining the books and records of the Trust; amending and
         terminating the Trust; and such other purposes as are expressly
         reserved to the Administrator in the Trust. In the event of a Change in
         Control of Company (as such term is defined in the Trust), the Employee
         may remove the Company as Administrator by delivering notice to the
         Company at the address set forth herein and complying with any
         additional requirements set forth in the Trust.

    2.   Waiver of Nonqualified Plan Participation. The Employee acknowledges
         and agrees that, in consideration of the payments and other benefits of
         entering into this Agreement, the Employee hereby forever waives any
         future right which the Employee may have to participate in the
         Nonqualified Plan and expressly irrevocably elects not to participate
         in the Nonqualified Plan, even in the event the Employee ceases to be a
         member of the group of employees excluded by amendment to the
         Nonqualified Plan, and regardless of any enrollment or other
         information which may be made available to or completed by the Employee
         at any time in the future.

    3.   Supplemental Compensation Payments; Nonqualified Plan Distribution.
         Commencing with the first pay period on or after November 21, 2003, the
         Company shall make available to the Employee via regular bi-weekly
         payroll, an amount equal to the amount the Employee would otherwise
         have contributed to or been entitled to have contributed on his behalf
         to the

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         Nonqualified Plan had he been permitted to continue participating under
         the then existing terms of such Nonqualified Plan ("Supplemental
         Compensation Payments"). The Employee hereby elects and directs the
         Company to contribute the Supplemental Compensation Payments directly
         to the Trust on the Employee's behalf. If the Employee receives a
         future distribution of his account balance and/or accrued benefit in
         the Nonqualified Plan, then the Employee agrees that such distribution
         shall also be contributed to the Trust and that any distribution forms
         completed in connection with the distribution from the Nonqualified
         Plan shall provide that the distribution, net of all applicable
         federal, state and local income, withholding and other taxes, shall be
         paid to the Trust on the Employee's behalf. All amounts payable
         pursuant to this Agreement shall be subject to applicable federal,
         state and local income, withholding and other taxes at the rates set
         forth in Exhibit C and shall be reduced therefore prior to transfer to
         the Trust.

    4.   Additional Contributions. The Employee shall not contribute, nor shall
         the Employee permit any third party, to contribute any additional funds
         to the Trust (except for the crediting of interest and earnings on the
         assets in the Trust).

    5.   Withdrawals from Trust. The Employee may withdraw Trust assets at any
         time; provided however, except as provided below, in the event the
         Employee elects to withdraw Trust assets, the Employee shall forfeit
         all right to receive any further gross-up for tax liability (as
         provided in Section 7 hereof) relating to all amounts in the Trust.
         Following a withdrawal, no further contributions shall be made to the
         Trust. Notwithstanding the foregoing, the Employee may elect to
         withdraw, no later than the close of business of the tenth (10th) day
         following the time an amount is contributed to the Trust, only the
         amount which was contributed during such ten (10) day period without
         forfeiting the right to receipt of gross-up pursuant to Section 7 and
         future contributions. In the event the Trust is required, pursuant to a
         final non-appealable court order issued pursuant to applicable state or
         federal law, to distribute a portion of the amounts held in the trust
         to a creditor or spouse, any amounts required to be distributed shall
         be considered a withdrawal from the Trust and no further gross-up or
         other rights set forth herein shall be available to the court ordered
         recipient of such amounts; provided however, that the Employee shall
         not be treated as having a withdrawal for purposes of the balance
         remaining in the Trust and shall not forfeit any rights to receipt of
         gross-up pursuant to Section 7, future contributions or other rights or
         benefits hereunder with respect to such remaining balance.

    6.   Pledge of Trust Assets. Notwithstanding the provisions of Sections 5
         and 10(e) hereof, the Employee shall be permitted to pledge all or a
         portion of the amounts in the Trust as collateral for a loan solely in
         connection with the exercise of stock options issued pursuant to The
         Sherwin-Williams Company 1994 Stock Plan, The Sherwin-Williams Company
         2003 Stock Plan or any successor or similar stock option plan
         established by the Company.

    7.   Gross-Up for Tax Liability Associated with the Trust. As soon as
         practicable following the end of each calendar year, the Employee shall
         be entitled to receive an additional payment under this Agreement (a
         "Gross-Up Payment") with respect to the net taxable interest and
         earnings on the assets in the Trust which have been invested by the
         Employee in those types of investment vehicles specified in Exhibit B
         ("Approved Investments"), which may be amended by the Company in its
         sole discretion from time to time. In the event the Approved Investment
         is Company common stock acquired by virtue of the exercise of stock
         options granted by the Company to the Employee, the amount of the
         Gross-Up Payment shall be determined only with reference to earnings
         and appreciation on such common stock during the period of time such
         common stock has been held by the Trust. Upon any such amendment, the
         Company shall, as promptly as practicable, furnish the Employee a copy
         of the amended Exhibit B. The Gross-Up Payment shall be determined in
         accordance with the

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         assumptions in Exhibit C such that, after payment by the Employee of
         all applicable taxes on the income and earnings on the assets in the
         Trust invested in Approved Investments (excluding any interest or
         penalties imposed with respect to such taxes), the Employee retains an
         amount of the Gross-Up Payment approximating the tax liability incurred
         by the Employee with respect to the income and earnings on the Approved
         Investments and the tax on the Gross-Up Payment. All determinations of
         the Gross-Up Payment shall be made in good faith by the Company in the
         manner and using the assumptions set forth in this Agreement and shall
         be the final, binding and non-appealable determination of the amount of
         the Gross-Up Payment, except to the extent the Employee can demonstrate
         gross error in the Company's determination. The Gross-Up Payment shall
         be made directly to the Employee and shall not be contributed to the
         Trust. All Gross-Up Payments shall be subject to applicable federal,
         state and local income, withholding and other taxes. Employee and
         Company acknowledge that it shall be Employee's responsibility to
         insure proper amounts are paid to taxing authorities during the tax
         year to comply with Section 6654 of the Internal Revenue Code of 1986,
         as amended (the "Code") (estimated taxes) and similar present or future
         federal, state or local requirements and avoid underpayment penalties.
         Any such penalties shall be the responsibility of Employee.

    8.   Trust Fees. The Company shall pay, directly to the trustee of the
         Trust, all trustee fees associated with the establishment and
         maintenance of the Trust. The Employee shall pay all administrative
         charges associated with the Trust, including but not limited to
         brokerage fees and other charges associated with the investment
         activities of the Trust.

    9.   Termination. This Agreement shall automatically terminate on the
         earliest to occur of the following dates: (1) the Employee's death; (2)
         the Employee's retirement; (3) the Employee's termination of employment
         with the Company for any reason; or (4) the Employee's withdrawal of
         any amounts from the Trust, except during the ten day period permitted
         pursuant to Section 5. Notwithstanding the foregoing, during the
         lifetime of the Employee, this Agreement may be terminated at any time
         by the Company by providing thirty (30) days written notice to the
         Employee. Any such termination shall operate on a prospective basis
         only and shall not alter the application of the terms of this Agreement
         with respect to the effect of the waivers, releases or other
         commitments made hereunder. In the event this Agreement is terminated
         as a consequence of the Employee's withdrawal of amounts from the Trust
         other than during the ten day period permitted pursuant to Section 5,
         the Employee shall receive a Gross-Up Payment, to the extent
         applicable, as soon as practicable following the withdrawal, only with
         respect to earnings through the date of termination of the Agreement.
         In the event this Agreement is terminated as a consequence of the
         Employee's death, retirement or termination of employment for any
         reason, the Employee (or beneficiary(ies) shall receive a Gross-Up
         Payment, to the extent applicable, as soon as practicable following
         death, retirement or termination of employment for any reason, with
         respect to earnings and unrealized appreciation through the date of
         termination of the Agreement.

    10.  Miscellaneous.

              a.  Nothing in this Agreement shall be construed to confer upon
                  the Employee the right to continue in the employment of the
                  Company, or to require the Company to continue the employment
                  of the Employee.

              b.  Nothing in this Agreement shall be construed as altering the
                  Employee's responsibility to comply with all applicable
                  policies and procedures established by the Company governing
                  the employment relationship and conduct of business, including
                  but not limited to the obligation to comply with all
                  applicable polices and procedures regarding insider trading
                  and transactions in Company securities.

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              c.  This Agreement shall be binding upon and inure to the benefit
                  of the Company, its successors and assigns and the Employee or
                  his Beneficiaries and the Employee's spouse and their heirs,
                  executors, other successors in interest, administrators and
                  legal representatives.

              d.  Company and the Employee specifically acknowledge that this
                  Agreement and the Individual Grantor Trust are not subject to
                  any provision of the Employee Retirement Income Security Act
                  of 1974, as amended ("ERISA").

              e.  No benefit payable under this Agreement may be assigned,
                  transferred, encumbered or subjected to legal process for the
                  payment of any claim against Employee, his spouse, family
                  member or beneficiary.

              f.  The validity and interpretation of this Agreement shall be
                  governed by the laws of the State of Ohio.

              g.  The Employee's beneficiaries shall be determined in accordance
                  with the terms of the trust agreement pursuant to which the
                  Trust is maintained.

         IN WITNESS WHEREOF, the parties have set their hand effective this 1st
         day of November, 2003.

         THE SHERWIN-WILLIAMS COMPANY              EMPLOYEE

         By: __________________________            By: _________________________

         Printed Name: Thomas E. Hopkins           Printed Name: _______________

         Title: Senior Vice President -            Title: ______________________
                Human Resources

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                                    EXHIBIT A

                                [EXECUTIVE NAME]
                        FORM OF INDIVIDUAL GRANTOR TRUST

         This [EXECUTIVE NAME] INDIVIDUAL GRANTOR TRUST AGREEMENT ("Trust
Agreement") is made effective this 1st day of November, 2003 by and between
_________________________("Grantor") and Wachovia Bank, National Association
("Trustee").

                                    RECITALS

(a)      The Sherwin-Williams Company ("Company") has established and maintains
         certain nonqualified deferred compensation and other plans, programs
         and arrangements ("Arrangements");

(b)      Company has amended certain of such Arrangements to exclude a class of
         employees, of which Grantor is a member, from further participation in
         the Arrangements and to provide for distribution of all amounts which
         Grantor has accrued in the Arrangements through the date of such
         amendment; and

(c)      Company and Grantor have entered into an Individual Grantor Trust
         Participation Agreement ("Participation Agreement") effective November
         1, 2003, pursuant to which Grantor has elected, among other things, to
         contribute certain amounts to be distributed from the Arrangements and
         other future compensation payments to this Trust in consideration of
         Company's promise to make certain additional compensation payments to
         Grantor on the condition that such compensation payments be contributed
         by Grantor directly to this Trust.

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

SECTION 1.                 ESTABLISHMENT OF THE TRUST

(a)      The Trust is intended to be a Grantor Trust within the meaning of
         subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal
         Revenue Code of 1986, as amended, held for the benefit of [insert
         executive name] and shall be construed accordingly.

(b)      Grantor shall be considered the grantor for the purposes of the Trust.

(c)      Pursuant to its appointment in the Participation Agreement, Company
         shall be considered the Administrator for purposes of this Trust and
         shall have the powers, rights and duties set forth herein. Company
         shall designate, in a written certificate furnished to Trustee, those
         individuals authorized by Company to give direction to Trustee on
         behalf of Company as Administrator. Company shall have the right to
         change such designations from time to time by written notice to
         Trustee. In taking or omitting to take any action hereunder, Trustee
         may rely on the latest certificate received without further inquiry or
         verification; provided such action or omission is within the scope of
         Administrator's rights hereunder. Notwithstanding the foregoing, in the
         event of a Change in Control (as defined in Section 12), Grantor may
         remove Company (or its successor) and any designees as Administrator by
         delivering written notice of its intent to remove the Administrator to
         both Company and Trustee.

                                       A-1
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         Trustee may rely upon any notice of removal received from Grantor
         without further inquiry or verification, unless Company (or its
         successor) provides to Trustee within ten (10) days of Company's
         receipt of Grantor's notice of removal, written notice certifying that
         no Change in Control occurred. In the event Grantor removes Company as
         Administrator, Grantor shall be deemed to be the Administrator.

(d)      The Trust hereby established is irrevocable by the Grantor. Neither the
         Company nor any person other than the Grantor (or the Grantor's
         beneficiaries in the event of Grantor's death) and the Trustee (solely
         when acting as such) shall have any right, title or interest in the
         assets of the Trust Fund (as defined below).

(e)      Grantor hereby deposits with or transfers to the Trustee in Trust one
         dollar and zero cents ($1.00) which shall become the principal of the
         Trust to be held, administered and disposed of by the Trustee as
         provided in this Trust Agreement.

(f)      Trustee accepts the duties and obligations as "trustee" hereunder and
         agrees to accept funds delivered to it on behalf of Grantor and to hold
         such funds and any proceeds from the investment of such funds in trust
         in accordance with this Agreement.

SECTION 2.                 TRUST FUND

(a)      The principal of the Trust, and any earnings thereon ("Trust Fund")
         shall be held separate and apart from other funds of the Grantor. Any
         assets held by the Trust will be subject to the claims of the general
         creditors of Grantor under federal and state law.

(b)      Except as contemplated in the Participation Agreement, Grantor shall
         not make additional deposits of cash or other property to the Trust to
         augment the principal to be held, administered and disposed of by the
         Trustee. The Trustee is not obliged to determine whether funds
         delivered to or distributions from the Trust are proper under the Trust
         Agreement, or whether any tax is due or payable as a result of such
         delivery or distribution. The Trustee shall be protected in making any
         distribution from the Trust, including any amounts payable to a
         creditor or spouse pursuant to a final non-appealable court order
         entered pursuant to applicable state or federal law, pursuant to the
         provisions of this Trust Agreement, and the Trustee shall not be liable
         for any distribution made in good faith without written notice or
         knowledge that the distribution is not proper under the terms of the
         Agreement.

                                       A-2
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SECTION 3.                 INVESTMENT AUTHORITY

(a)      Grantor shall have the power, in its sole discretion, to direct the
         Trustee in investing and reinvesting the Trust Fund:

         (1)      To invest and reinvest in any readily marketable common and
                  preferred stocks (including stock or rights to acquire stock
                  or other obligations issued by the Company), bonds, notes,
                  debentures, certificates of deposit or demand or time deposits
                  (including any such deposits with the Trustee) and shares of
                  investment companies and mutual funds, without being limited
                  to the classes or property in which the Trustees are
                  authorized to invest by any law or any rule of court of any
                  state and without regard to the proportion any such property
                  may bear to the entire amount of the Trust Fund.
                  Notwithstanding the foregoing provisions of this Section
                  3(a)(1) or any other provisions of this Trust Agreement,
                  regardless of any resulting risk or lack of diversification,
                  Grantor may, prior to the termination of the Trust, direct the
                  investment or liquidation of such funds in one or more
                  external brokerage accounts established by the Trustee. The
                  Trustee shall not be liable for a loss that results from
                  following the investment directions provided by Grantor;

         (2)      To retain any property at any time received by the Trustee;

         (3)      To sell or exchange any property held by it at public or
                  private sale, for cash or on credit, to grant and exercise
                  options for the purchase or exchange thereof, to exercise all
                  conversion or subscription rights pertaining to any such
                  property and to enter into any covenant or agreement to
                  purchase any property in the future;

         (4)      To participate in any plan of reorganization, consolidation,
                  merger, combination, liquidation or other similar plan
                  relating to property held by it and to consent to or oppose
                  any such plan or any action thereunder or any contract, lease,
                  mortgage, purchase, sale or other action by any person;

         (5)      To deposit any property held by it with any protective,
                  reorganization or similar committee, to delegate discretionary
                  power thereto, and to pay part of the expenses and
                  compensation thereof any assessments levied with respect to
                  any such property to deposit;

         (6)      To extend the time of payment of any obligation held by it;

         (7)      To hold uninvested any moneys received by it, without
                  liability for interest thereon, but only in anticipation of
                  payments due for investments, reinvestments, expenses or
                  disbursements;

         (8)      To exercise all voting or other rights with respect to any
                  property held by it and to grant proxies, discretionary or
                  otherwise;

         (9)      To borrow money from others, to issue its promissory note or
                  notes therefor, and to secure the repayment thereof by
                  pledging any property held by it;

         (10)     To employ suitable contractors and counsel, who may be counsel
                  to the Trustee, and to pay their reasonable expenses and
                  compensation from the Trust Fund;

                                       A-3
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         (11)     To register investments in its own name or in the name of a
                  nominee; to authorize the Company to send deposits directly to
                  one or more external brokerage account(s) established by the
                  Trustee and to hold any investment in such brokerage
                  account(s); and to combine certificates representing
                  securities with certificates of the same issue held by it in
                  other fiduciary capacities or to deposit or to arrange for the
                  deposit of such securities with any depository, even though,
                  when so deposited, such securities may be held in the name of
                  the nominee of such depository with other securities deposited
                  therewith by other persons, or to deposit or to arrange for
                  the deposit of any securities issued or guaranteed by the
                  United States government, or any agency or instrumentality
                  thereof, including securities evidenced by book entries rather
                  than by certificates, with the United States Department of the
                  Treasury or a Federal Reserve Bank, even though, when so
                  deposited, such securities may not be held separate from
                  securities deposited therein by other persons; provided,
                  however, that no securities held in the Trust Fund shall be
                  deposited with the United States Department of the Treasury or
                  a Federal Reserve Bank or other depository in the same account
                  as any individual property of the Trustee, and provided,
                  further, that the books and records of the Trustee shall at
                  all times show that all such securities are part of the Trust
                  Fund;

         (12)     To settle, compromise or submit to arbitration any claims,
                  debts or damages due or owing to or from the Trust,
                  respectively, to commence or defend suits or legal proceedings
                  to protect any interest of the Trust, and to represent the
                  Trust in all suits or legal proceedings in any court or before
                  any other body or tribunal; provided, however, that the
                  Trustee shall not be required to take any such action unless
                  it shall have been indemnified by the Company to its
                  reasonable satisfaction against liability or expenses it might
                  incur therefrom;

         (13)     To furnish Grantor with such information regarding the Trust
                  or assets in the Trust in the Trustee's possession as Grantor
                  may need for tax or other purposes;

         (14)     To hold any other class of assets which may be contributed by
                  the Grantor and that is deemed reasonable by the Trustee,
                  unless expressly prohibited herein;

         (15)     To appoint a brokerage firm as custodian of part or all of the
                  Trust Fund, and each such brokerage firm shall have such
                  rights, powers, duties and discretions as are delegated to it
                  by the Trustee and as are consistent with the powers, duties
                  and discretions reserved to the Trustee under this Agreement;
                  and

         (16)     Generally, to do all acts, whether or not expressly
                  authorized, that the Trustee may deem necessary or desirable
                  for the protection of the Trust Fund.

(b)      Notwithstanding the foregoing, Administrator shall have the authority
         to establish and deliver to Trustee from time to time written
         investment guidelines setting forth the parameters within which Trustee
         shall exercise its authority with respect to the investment of the
         Trust Fund, subject to the above restrictions, and Trustee shall have
         no liability to Administrator, Company, Grantor or any other person
         interested in the Trust Fund for any action or omission in reliance
         upon such guidelines.

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(c)      Nothing in this Trust Agreement shall prevent Grantor from pledging all
         or a portion of the Trust Fund as collateral or security.

SECTION 4.                 DISPOSITION OF INCOME

During the term of this Trust, all income received by the Trust, net of expenses
and taxes shall be accumulated and reinvested within the Trust.

SECTION 5.                 WITHDRAWALS FROM TRUST

Subject to any limitations which may be imposed upon Grantor by the
Participation Agreement, Grantor may withdraw funds from the Trust at any time.

SECTION 6.                 ACCOUNTING BY THE TRUSTEE

The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Administrator and Trustee. The Trustee shall deliver to Grantor and
Administrator a written account of its administration of the Trust during such
year or during the period from the close of the last preceding year to the date
of such removal or resignation setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held in the
Trust at the end of such year or as of the date of such removal or resignation,
as the case may be. The Trustee shall furnish the Administrator with information
relating to the actual (and, if requested, estimated) income of the Trust Fund,
including the character of such income, as the Administrator may from time to
time request. In addition, Trustee shall make its books and records with respect
to the Trust available to Administrator for inspection and audit during
reasonable business hours upon reasonable advance written notice.

SECTION 7.                 RESPONSIBILITY OF THE TRUSTEE

(a)      The Trustee shall act with the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent person acting in
         like capacity and familiar with such matters would use in the conduct
         of an enterprise of a like character and with like aims, provided,
         however, that the Trustee shall incur no liability to any person for
         any action taken pursuant to a direction, request or approval given by
         Grantor or Administrator which is contemplated by, and in conformity
         with, the terms of the Arrangements or this Trust and is given in
         writing by the Grantor or Administrator, as appropriate. The Trustee
         shall have no duty to question or make inquiries as to any action or
         direction given by Grantor, or the failure of Grantor to take such
         action or give directions. In the event of a dispute between the
         Grantor and a third party, the Administrator and a third party or the
         Grantor and the Administrator, the Trustee may apply to a court of
         competent jurisdiction to resolve the dispute.

(b)      The Trustee shall have, without exclusion, all powers conferred on the
         Trustee by applicable law, unless expressly provided otherwise herein.

(c)      Notwithstanding any powers granted to the Trustee pursuant to this
         Trust Agreement or pursuant to applicable law, the Trustee shall not
         have any power that could give this Trust the objective of carrying on
         a business and dividing the gains therefrom, within the meaning

                                       A-5
<PAGE>

         of section 301.7701-2 of the Procedure and Administrative Regulations
         promulgated pursuant to the Internal Revenue Code.

SECTION 8.                 COMPENSATION AND EXPENSES OF THE TRUSTEE

The Trustee's compensation shall be as agreed in writing from time to time by
the Administrator and the Trustee. Grantor shall pay all administrative expenses
associated with the Trust and transactions relating to the Trust Fund. Company
shall pay the Trustee's fees at all times prior to the termination of the
Participation Agreement and shall promptly reimburse the Trustee for any fees
and expenses of its agents. If not so paid, the fees and expenses shall be paid
from the Trust.

SECTION 9.                 RESIGNATION AND REMOVAL OF THE TRUSTEE

(a)      Trustee may resign at any time by written notice to Administrator and
         Grantor, which shall be effective sixty (60) days after receipt of such
         notice by Administrator unless Administrator and the Trustee agree
         otherwise. If Administrator fails to act within a reasonable period of
         time following such resignation, Trustee shall apply to a court of
         competent jurisdiction for appointment of a successor Trustee or for
         instructions.

(b)      Trustee may be removed by Administrator on sixty days (60) days notice
         or upon shorter notice accepted by the Trustee.

(c)      Upon resignation or removal of the Trustee and appointment of a
         successor Trustee, all assets shall subsequently be transferred to the
         successor Trustee. The transfer shall be completed within sixty (60)
         days after receipt of notice of resignation, removal or transfer,
         unless Administrator extends the time limit.

(d)      If the Trustee resigns or is removed, a successor shall be appointed by
         Administrator, in accordance with Section 10 hereof, by the effective
         date of resignation or removal under paragraph(s) (a) or (b) of this
         section. If no such appointment has been made, the Trustee may apply to
         a court of competent jurisdiction for appointment of a successor or for
         instructions. All expenses of the Trustee in connection with the
         proceeding shall be allowed as administrative expenses of the Trust.

SECTION 10.                APPOINTMENT OF SUCCESSOR

(a)      If Trustee resigns or is removed in accordance with Section 9 hereof,
         Administrator may appoint a qualified institution to replace the
         Trustee upon resignation or removal. The successor Trustee shall have
         all of the rights and powers of the former Trustee, including ownership
         rights in the Trust. The former Trustee shall execute any instrument
         necessary or reasonably requested by the Administrator or the successor
         Trustee to evidence the transfer.

(b)      The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets. The
         successor Trustee shall not be responsible for and the Company shall
         indemnify and defend the successor Trustee from any claim or liability
         resulting from any action or inaction of any prior Trustee or from any
         other past event, or any condition existing at the time it becomes
         successor Trustee.

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<PAGE>

SECTION 11.                AMENDMENT OR TERMINATION

(a)      Administrator, on behalf of Grantor, may from time to time amend this
         Trust Agreement in any respect, provided, however, that no such
         amendment shall change the duties, responsibilities or compensation of
         Trustee without its written consent or shall cause any amount held in
         the Trust Fund to be payable to Company or to any person other than
         Grantor, his beneficiaries or estate. Any such amendment to this Trust
         Agreement shall be evidenced by a written instrument executed by the
         Trustee and Administrator. Notwithstanding the foregoing, no such
         amendment shall conflict with the terms of the Arrangements or shall
         make the Trust revocable.

(b)      The Trust shall terminate upon the death of the Grantor. In the event
         of termination as a consequence of death, the Trustee shall deliver the
         Trust Funds to the beneficiary(ies) designated by Grantor pursuant to
         Section 13(d).

(c)      Upon the date on which the Participation Agreement terminates, Company
         shall relinquish all rights as Administrator of the Trust and Grantor
         shall be deemed to be the Administrator. At such time as Grantor
         becomes the Administrator, whether pursuant to this Section 11(c) or
         Section 1(c), Grantor may terminate this Trust Agreement and the Trust
         at any time upon advance written notice to the Trustee.

SECTION 12.                CHANGE IN CONTROL

For purposes of this Trust, the following terms shall be defined as follows:

(a)      A person (as such term is used in Sections 13(d) and 14(d)(2) of the
         Securities Exchange Act of 1934, as amended, hereinafter "Exchange
         Act") shall be deemed the "BENEFICIAL OWNER" of and shall be deemed to
         "beneficially own" any securities:

         (1)      which such person or any of such person's "Affiliates" or
                  "Associates" (as such terms are defined in Rule 12b-2, as in
                  effect on April 23, 1997, of the General Rules and under the
                  Exchange Act) is considered to be a "beneficial owner" under
                  Rule 13d-3 of the General Rules and Regulations under the
                  Exchange Act, as in effect on April 23, 1997;

         (2)      which such person or any of such person's Affiliates or
                  Associates, directly or indirectly, has or shares the right to
                  acquire, hold, vote (except pursuant to a revocable proxy as
                  described in the proviso to this Section 12(a)) or dispose of
                  such securities (whether any such right is exercisable
                  immediately or only after the passage of time) pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing), or upon the exercise of conversion rights, exchange
                  rights, rights, warrants or options, or otherwise; provided,
                  however, that a person shall not be deemed to be the
                  Beneficial Owner of, or to beneficially own, securities
                  tendered pursuant to a tender or exchange offer made by or on
                  behalf of such person or any of such person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase or exchange; or

         (3)      which are beneficially owned, directly or indirectly, by any
                  other person (or any Affiliate or Associate of such other
                  person) with which such person (or any of such person's
                  Affiliates or Associates) has any agreement, arrangement or
                  understanding (whether or not in writing), with respect to
                  acquiring, holding,

                                       A-7
<PAGE>

                  voting (except as described in the proviso to this Section
                  12(a)) or disposing of any securities of the Company;

         provided, however, that a person shall not be deemed the Beneficial
         Owner of, nor to beneficially own, any security if such person has the
         right to vote such security pursuant to an agreement, arrangement or
         understanding which (I) arises solely from a revocable proxy given to
         such person in response to a public proxy or consent solicitation made
         pursuant to, and in accordance with, the applicable rules and
         regulations under the Exchange Act, and (II) is not also then
         reportable on Schedule 13D (or any comparable or successor report)
         under the Exchange Act; and provided, further, that nothing in this
         Section 12(a) shall cause a person engaged in business as an
         underwriter of securities to be the Beneficial Owner of, or to
         beneficially own, any securities acquired through such person's
         participation in good faith in a firm commitment underwriting until the
         expiration of forty (40) days after the date of such acquisition or
         such later date as the Board of Directors may determine in any specific
         case.

(b)      "CHANGE IN CONTROL" shall be deemed to have occurred if:

         (1)      Any person (as such term is used in Sections 13(d) and
                  14(d)(2) of the Exchange Act) who or that, together with all
                  Affiliates and Associates of such person, is the Beneficial
                  Owner of ten percent (10%) or more of the shares of Common
                  Stock of the Company then outstanding, except:

                  (i)      the Company;

                  (ii)     any of the Company's subsidiaries in which a majority
                           of the voting power of the equity securities or
                           equity interests of such subsidiary is owned,
                           directly or indirectly, by the Company;

                  (iii)    any employee benefit or stock ownership plan of the
                           Company or any trustee or fiduciary with respect to
                           such a plan acting in such capacity; or

                  (iv)     any such person who has reported or may, pursuant to
                           Rule 13d-1(b)(1) of the General Rules and Regulations
                           under the Exchange Act, report such ownership (but
                           only as long as such person is the Beneficial Owner
                           of less than fifteen percent (15%) of the shares of
                           Common Stock then outstanding) on Schedule 13G (or
                           any comparable or successor report) under the
                           Exchange Act

                  Notwithstanding the foregoing: (I) no person shall become the
                  Beneficial Owner of ten percent (10%) or more (fifteen percent
                  (15%) or more in the case of any person identified in clause
                  (iv) above) solely as the result of an acquisition of Common
                  Stock by the Company that, by reducing the number of shares
                  outstanding, increases the proportionate number of shares
                  beneficially owned by such person to ten percent (10%) or more
                  (fifteen percent (15%) or more in the case of any person
                  identified in clause (iv) above) of the shares of Common Stock
                  then outstanding; provided, however, that if a person becomes
                  the Beneficial Owner of ten percent (10%) or more (fifteen
                  percent (15%) or more in the case of any person identified in
                  clause (iv) above) of the shares of Common Stock solely by
                  reason of purchases of Common Stock by the Company and shall,
                  after such purchases by the Company, become the Beneficial
                  Owner of any additional shares of Common Stock which has the
                  effect of increasing such person's percentage ownership of the
                  then-outstanding shares of Common Stock by any means
                  whatsoever, then such person shall be deemed to have triggered
                  a Change in Control; and (II) if the Board of Directors
                  determines that a person

                                       A-8
<PAGE>

                  who would otherwise be the Beneficial Owner of ten percent
                  (10%) or more (fifteen percent (15%) or more in the case of
                  any person identified in clause (iv) above) of the shares of
                  Common Stock has become such inadvertently (including, without
                  limitation, because (1) such person was unaware that it
                  Beneficially Owned ten percent (10%) or more (fifteen percent
                  (15%) or more in the case of any person identified in clause
                  (iv) above) of the shares of Common Stock or (2) such person
                  was aware of the extent of such beneficial ownership but such
                  person acquired beneficial ownership of such shares of Common
                  Stock without the intention to change or influence the control
                  of the Company) and such person divests itself as promptly as
                  practicable of a sufficient number of shares of Common Stock
                  so that such person would no longer be the Beneficial Owner of
                  ten percent (10%) or more (fifteen percent (15%) or more in
                  the case of any person identified in clause (iv) above), then
                  such person shall not be deemed to be, or have been, the
                  Beneficial Owner of ten percent (10%) or more (fifteen percent
                  (15%) or more in the case of any person identified in clause
                  (iv) above) of the shares of Common Stock, and no Change in
                  Control shall be deemed to have occurred.

         (2)      During any period of two consecutive years, individuals who at
                  the beginning of such period constituted the Board of
                  Directors of the Company and any new director (other than a
                  director initially elected or nominated as a director as a
                  result of an actual or threatened election contest with
                  respect to directors or any other actual or threatened
                  solicitation of proxies by or on behalf of such director)
                  whose election by the Board of Directors or nomination for
                  election by the Company's shareholders was approved by a vote
                  of at least two-thirds (2/3) of the directors then still in
                  office who either were directors at the beginning of the
                  period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute a
                  majority thereof.

         (3)      There shall be consummated any consolidation, merger or other
                  combination of the Company with any other person or entity
                  other than:

                  (i)      a consolidation, merger or other combination which
                           would result in the voting securities of the Company
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting securities of the
                           surviving entity) more than fifty-one percent (51%)
                           of the combined voting power of the voting securities
                           of the Company or such surviving entity outstanding
                           immediately after such consolidation, merger or other
                           combination; or

                  (ii)     a consolidation, merger or other combination effected
                           to implement a recapitalization and/or reorganization
                           of the Company (or similar transaction), or any other
                           consolidation, merger or other combination of the
                           Company, which results in no person (as such term is
                           used in Sections 13(d) and 14(d)(2) of the Exchange
                           Act), together with all Affiliates and Associates of
                           such person, becoming the Beneficial Owner of ten
                           percent (10%) or more (fifteen percent (15%) or more
                           in the case of any person identified in Section
                           13(d)(2)(D)) of the combined voting power of the
                           Company's then outstanding securities.

         (4)      There shall be consummated any sale, lease, assignment,
                  exchange, transfer or other disposition (in one transaction or
                  a series of related transactions) of fifty percent (50%) or
                  more of the assets or earning power of the Company (including,

                                       A-9
<PAGE>

                  without limitation, any such sale, lease, assignment,
                  exchange, transfer or other disposition effected to implement
                  a recapitalization and/or reorganization of the Company (or
                  similar transaction)) which results in any person (as such
                  term is used in Sections 13(d) and 14(d)(2) of the Exchange
                  Act), together with all Affiliates and Associates of such
                  person, owning a proportionate share of such assets or earning
                  power greater than the proportionate share of the voting power
                  of the Company that such person, together with all Affiliates
                  and Associates of such person, owned immediately prior to any
                  such sale, lease, assignment, exchange, transfer or other
                  disposition.

         (5)      The shareholders of the Company approve a plan of complete
                  liquidation of the Company.

SECTION 13.                MISCELLANEOUS

(a)      Any provision of this Trust Agreement prohibited by law shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

(b)      This Trust Agreement shall be governed by and construed in accordance
         with the laws of Ohio.

(c)      Any notice required pursuant to this Trust Agreement shall be delivered
         (1) personally, (2) via overnight delivery, or (3) via certified or
         registered mail, return receipt requested to the parties at the
         following addresses (or such subsequent address as any party may
         furnish in writing to the other parties):

         Grantor:          ______________________________
                           ______________________________
                           ______________________________

         Trustee:          Wachovia Bank, National Association
                           Mail Code: NC6251
                           One West Fourth Street
                           Winston-Salem, NC 27101
                           Attention: Executive Services

         Administrator:    The Sherwin-Williams Company
                           101 Prospect Avenue, N.W.
                           Cleveland, Ohio 44115
                           Attention: Vice President - Compensation & Benefits

(d)      Grantor shall furnish Trustee a written designation of beneficiary(ies)
         of this Trust and allocation the Trust Funds among such
         beneficiary(ies), which designation and allocation may be amended in
         writing from time to time by Grantor. In the event Grantor fails to
         designate beneficiary(ies) or in the event that such beneficiary(ies)
         are not surviving at the time of distribution, the beneficiary shall be
         Grantor's spouse and if none, his estate.

                                      A-10
<PAGE>

(e)      Neither the Company nor any person other than the Grantor and, in the
         event of the Grantor's death, the Grantor's beneficiary(ies), and the
         Trustee acting as such, have any right, title or interest in the assets
         of the Trust. The assets of the Trust shall at no time be subject to
         the rights of creditors of the Company.

IN WITNESS WHEREOF, this Individual Grantor Trust Agreement has been executed on
behalf of the parties hereto on the day and year first above written.

GRANTOR                                     TRUSTEE

By: ___________________________________     By: ________________________________

                                            Its: _______________________________

ATTEST:
                                            ATTEST:

By: ___________________________________     By: ________________________________

                                            Its: _______________________________

UNDERSTOOD AND AGREED AS ADMINISTRATOR:

THE SHERWIN-WILLIAMS COMPANY

By: ___________________________________

Its: __________________________________

                                      A-11
<PAGE>

                                    EXHIBIT B
                              APPROVED INVESTMENTS

    TYPE                                          FUND NAME

Cash                                Fidelity Retirement Government Money Market
Fixed Income                        Spartan Short-Intermediate Municipal Income
Fixed Income                        Fidelity U.S. Bond Index
Fixed Income                        PIMCO Low Duration Fund

Balanced                            Fidelity Puritan

Equity                              Fidelity Equity Income
Equity                              Mutual Shares
Equity                              Fidelity Spartan U.S. Equity Index
Equity                              Fidelity Contrafund
Equity                              Fidelity Low-Price Stock
Equity                              Fidelity Magellan
Equity                              Fidelity Mid-Cap Stock
Equity                              Manager's Special Equity
Equity                              Fidelity Diversified International
Equity                              Sherwin-Williams Common Stock

Freedom Funds                       Fidelity Freedom Income
Freedom Funds                       Fidelity Freedom 2000
Freedom Funds                       Fidelity Freedom 2010
Freedom Funds                       Fidelity Freedom 2020
Freedom Funds                       Fidelity Freedom 2030
Freedom Funds                       Fidelity Freedom 2040

NOTES:

Choosing investments other than the Approved Investment may result in the
suspension on investment income tax gross-up.

The administrator reserves the right to change the list of Approved Investment
from time-to-time without prior written notice to Grantor/Employee.

                                       B-1
<PAGE>

                                    EXHIBIT C
                                 TAX ASSUMPTIONS

Federal income tax rate: the highest marginal Federal income tax rate that
applies to the type of income being taxed as adjusted for the phase out of
federal deductions under current law (or as adjusted under any subsequently
enacted similar provisions of the Code).

State income tax rate: the highest adjusted marginal state tax income tax rate
that applies to the type of income being taxed based on the Employee's workplace
location as adjusted for the federal deduction of state and local taxes and the
phase out of federal deductions under current law (or as adjusted under any
subsequently enacted similar provisions of the Code).

Local income tax rate: the highest adjusted marginal local income tax rate that
applies to the type of income being taxed based on the Employee's residence and
workplace location as adjusted for the federal deduction of state and local
taxes and the phase out of federal deductions under current law (or as adjusted
under any subsequently enacted similar provisions of the Code).

OASDI: the applicable Hospital Insurance rate of tax under Section 3101(b) of
the Code during the applicable year and, if the Employee has not exceeded the
applicable Old Age, Survivors and Disability Income ("OASDI") base amount under
Section 3121(a) of the Code, the applicable OASDI rate of tax under Section
3101(a) of the Code during the applicable year, provided, however, that the
OASDI rate of tax shall be taken into account in this calculation only to the
extent necessary to reimburse the Employee for OASDI tax up to the OASDI base
amount.

The foregoing tax assumptions are based upon the current state of tax law and
interpretation. The Company reserves the right to adjust in good faith any of
the above assumptions to take into consideration changes in the tax law adopted
subsequent to the date of this Agreement.

                                       C-1