<PAGE>

                                                                   EXHIBIT 10(a)

                          THE SHERWIN-WILLIAMS COMPANY

                                 2003 STOCK PLAN
                                     FORM OF
                             RESTRICTED STOCK GRANT

                                ***************

                 Number of Shares:        ____________________

                 Date of Grant:           ______________, 20__

                 Date of Vesting:         ______________, 20__

THIS IS TO CERTIFY THAT, in accordance with and subject to all terms, provisions
and conditions of The Sherwin-Williams Company 2003 Stock Plan ("Plan"), The
Sherwin-Williams Company ("Company") does hereby grant unto:

("Grantee")an aggregate of _________ shares of common stock, $1.00 par value, of
the Company ("Common Stock") subject, however, to the terms and conditions
hereinafter set forth ("Restricted Stock"):

1.    The Company shall cause a stock certificate ("Restricted Certificate") for
      the number of shares of Common Stock noted above to be issued in the name
      of Grantee. The Restricted Certificate shall contain a legend in the form
      attached as Exhibit A. Upon issuance of the Restricted Certificate,
      ownership of the shares of Common Stock shall immediately transfer to
      Grantee and, except for the substantial risk of forfeiture and the
      restrictions on transfer expressly set forth herein, Grantee shall be
      entitled to all voting, dividend and other ownership rights as may apply
      to the Common Stock generally.

2.    Provided Grantee is continuously employed from the Date of Grant through
      the Date of Vesting, inclusive, ("Restriction Period") with the Company,
      or a Subsidiary (as defined in the Plan) thereof, in Grantee's present
      position or in such other position as the Committee (as defined in the
      Plan) may determine entitles Grantee to retain the rights under this
      Restricted Stock Grant (such positions being hereinafter referred to as a
      "Participating Position"), Grantee shall be entitled to have a stock
      certificate ("Unrestricted Certificate") issued in Grantee's name and
      delivered to Grantee representing a percentage (as determined below) of
      the Restricted Stock granted hereunder without restrictions, other than
      such restrictions as may apply to the Common Stock generally or as may
      otherwise be required by applicable federal or state law. Notwithstanding
      anything contained in the immediately preceding sentence, the Committee
      may direct that no Unrestricted Certificate or an Unrestricted Certificate
      representing a reduced number of shares of Common Stock shall be issued
      and delivered to Grantee if the amount equal to the sum of the Fair Market
      Value (as defined in the Plan) per share of Common Stock at the end of the
      Restriction Period plus the dividends per share of Common Stock paid
      during the Restriction Period less the Fair Market Value per

<PAGE>

      share of Common Stock on the Date of Grant ("Total Return") is negative.
      Except as otherwise set forth in the Plan, the Committee shall have no
      authority to increase the number of shares of Restricted Stock granted
      hereunder. The issuance and delivery of the Unrestricted Certificate, if
      any, shall be made after such time as the Committee has obtained the
      information, made the decisions, and completed the calculations necessary
      to determine such number of unrestricted shares of Common Stock or whether
      the Total Return was negative. At such time, the Restricted Certificate
      shall be cancelled and the Unrestricted Certificate, if any, shall be
      issued and delivered to Grantee.

      (a)   The percentage of the number of shares of Restricted Stock which
            Grantee shall be entitled to receive without restrictions, other
            than such restrictions as may apply to the Common Stock generally or
            as may otherwise by required by applicable federal or state law,
            shall be based upon (i) the Company achieving a specified Average
            Return on Average Equity during the four year period ending on the
            Date of Vesting ("Measurement Period"), and (ii) the Company's
            Cumulative Earnings Before Interest, Taxes, Depreciation and
            Amortization (EBITDA) during the Measurement Period, as determined
            in accordance with the table set forth on Exhibit B.

      (b)   Exhibit C, attached hereto, sets forth the manner in which the
            Committee will determine the Average Return on Average Equity and
            the Cumulative Earnings Before Interest, Taxes, Depreciation and
            Amortization during the Measurement Period.

3.    On the date Grantee ceases to be continuously employed in any
      Participating Position(s) at any time during the Restriction Period,
      Grantee shall lose all rights to the Restricted Stock, except as otherwise
      provided below:

      (a)   In the event of the death of Grantee during the Restriction Period,
            the Company shall deliver to the beneficiary of Grantee, or, if no
            beneficiary is named, the estate of Grantee, an Unrestricted
            Certificate issued in the name of such beneficiary or the estate for
            the full number of shares of Restricted Stock granted hereunder.

      (b)   In the event Grantee is terminated by the Company as a result of
            disability due to sickness or bodily injury during the Restriction
            Period, the Company shall deliver to Grantee an Unrestricted
            Certificate issued in Grantee's name for the full number of shares
            of Restricted Stock granted hereunder.

      (c)   In the event Grantee's employment terminates as a result of normal
            retirement age as defined under the applicable retirement plan of
            the Company or a Subsidiary, all rights of Grantee under this Grant
            shall continue as if Grantee had continued employment in a
            Participating Position. The determination of the percentage of the
            number of shares of Restricted Stock which Grantee is entitled to
            receive without restriction in accordance with Paragraph 2 will be
            made as if Grantee had remained employed in a Participating Position
            throughout the Restriction Period.

      (d)   In the event Grantee's employment terminates as a result of early
            retirement (retirement after the earliest voluntary retirement age
            but before normal retirement age as provided for in the applicable
            retirement plan of the Company or a Subsidiary

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            or retirement at an earlier age with the consent of the Board of
            Directors), the Committee shall have the right to cancel Grantee's
            rights hereunder, continue Grantee's rights hereunder in full, or
            prorate the number of shares of Restricted Stock granted hereunder
            for the portion of the Restriction Period completed as of the date
            of such retirement or as the Committee may otherwise deem
            appropriate. In the event Grantee's rights hereunder continue in
            full or the number of shares of Restricted Stock is prorated,
            determination of the percentage of the number of shares of
            Restricted Stock which Grantee is entitled to receive without
            restriction in accordance with Paragraph 2 will be made as if
            Grantee had remained employed in a Participating Position throughout
            the Restriction Period.

4.    In the event Grantee is transferred from a Participating Position, the
      Committee shall have the right to cancel Grantee's rights hereunder,
      continue Grantee's rights hereunder in full, or prorate the number of
      shares of Restricted Stock granted hereunder for the portion of the
      Restriction Period completed as of the date of such transfer or as the
      Committee may otherwise deem appropriate. In the event Grantee's rights
      hereunder continue in full or the number of shares of Restricted Stock is
      prorated, determination of the percentage of the number of shares of
      Restricted Stock which Grantee is entitled to receive without restriction
      in accordance with Paragraph 2 will be made as if Grantee had remained
      employed in a Participating Position throughout the Restriction Period.

5.    In the event of a "Change of Control" of the Company, as defined below,
      the Company shall deliver to Grantee an Unrestricted Certificate issued in
      Grantee's name for the full number of the shares of Restricted Stock
      granted hereunder. For purposes of this Paragraph 5, a "Change of Control"
      shall be deemed to have occurred if:

      (a)   Any person (as such term is used in Sections 13(d) and 14(d)(2) of
            the Securities Exchange Act of 1934, as amended, hereinafter the
            "Exchange Act") who or that, together with all "Affiliates" and
            "Associates" (as such terms are defined in Rule 12b-2, as in effect
            on April 23, 1997, of the General Rules and Regulations under the
            Exchange Act) of such person, is the Beneficial Owner (as defined
            below) of ten percent (10%) or more of the shares of Common Stock
            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.

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            Notwithstanding the foregoing: (A) 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 of
            Control; and (B) if the Board of Directors determines that a person
            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 of Control shall be deemed to have occurred.

      (b)   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.

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

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            (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, 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 clause (a)(iv) above) of the combined voting
                  power of the Company's then outstanding securities.

      (d)   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, 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, 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.

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

      For purposes of this Paragraph 5, a person shall be deemed the "Beneficial
      Owner" of and shall be deemed to "beneficially own" any securities:

      (x)   which such person or any of such person's Affiliates or Associates
            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;

      (y)   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 definition) 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 conversation
            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

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<PAGE>

            Affiliates or Associates until such tendered securities are accepted
            for purchase or exchange; or

      (z)   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, voting (except as
            described in the proviso to this definition) 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 (1) 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 (2) 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 Paragraph 5 shall cause a person engaged in
      business as an underwriter or 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.

6.    Notwithstanding anything in this Restricted Stock Grant to the contrary,
      in the event that Grantee commits an act during the Restriction Period,
      which act is determined by the Committee to be materially harmful to the
      best interest of the Company, all rights of Grantee in the Restricted
      Stock as provided herein and in the Plan shall terminate.

7.    During the Restriction Period, Grantee shall not be permitted to sell,
      transfer, pledge or assign the Restricted Stock. The Restricted Stock
      granted hereunder shall be deemed to be subject to a substantial risk of
      forfeiture within the meaning of Section 83 of the Internal Revenue Code.

8.    Nothing contained in this Restricted Stock Grant shall limit whatever
      right the Company or a Subsidiary might otherwise have to terminate the
      employment of Grantee, and the terms of this Restricted Stock Grant shall
      not be affected in any manner by any employment or other agreement between
      Grantee and the Company or any Subsidiary.

9.    This Restricted Stock Grant is not transferable by Grantee otherwise than
      by will or the laws of descent and distribution.

10.   This Restricted Stock Grant shall not be valid if such would involve a
      violation of any applicable state law, and the Company hereby agrees to
      make reasonable efforts to comply with any applicable state law.

11.   This Restricted Stock Grant shall not be valid if it would require
      registration under the Securities Act of 1933, as amended, or under any
      similar federal securities law then in effect, of the shares of Common
      Stock or other securities to be delivered hereunder, and such registration
      shall not then be effective. The Company shall register the shares of
      Common

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<PAGE>

      Stock or other securities covered by this Restricted Stock Grant under any
      such law if (a) such registration shall be necessary to effect this
      Restricted Stock Grant and the Board of Directors shall not determine that
      such registration would result in undue expense or undue hardship to the
      Company, or (b) the Board of Directors, in its sole discretion, shall
      determine that such registration is desirable to effect the purposes of
      this Restricted Stock Grant and would not result in undue expense or undue
      hardship to the Company.

12.   The Committee shall administer this Restricted Stock Grant in accordance
      with, and Grantee shall be bound by, the terms of the Plan and the terms
      of this Restricted Stock Grant. This Restricted Stock Grant shall be
      subject to the terms and conditions of the Plan. The interpretation of any
      terms and conditions contained in this Restricted Stock Grant and all
      determinations to be made hereunder shall be made by the Committee, in its
      sole and absolute discretion, and all such interpretations, determinations
      and decisions shall be final and binding upon Grantee.

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<PAGE>

                                    Exhibit A

                     LEGEND ON RESTRICTED SHARE CERTIFICATE

      The rights of any shareholder to sell, transfer, pledge, assign or receive
the share(s) of Common Stock of the Company represented by this certificate are
reserved and/or restricted by the terms and conditions of the Restricted Stock
Grant, dated the _____ day of ___________, 20__, issued by the Company to the
shareholder(s) named on the face of this certificate pursuant to the Company's
2003 Stock Plan ("Plan") and the terms and conditions of such Plan.

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<PAGE>

                                    Exhibit B

<TABLE>
<CAPTION>
                                                                  PERCENTAGE OF SHARES VESTING

                                                                Average Return on Average Equity

                  Cumulative                          __%        __% to less      __% to less
                    EBITDA                         and above      than __%         than __%          below __%
                    ------                         ---------      --------         --------          ---------
<S>                                                <C>           <C>              <C>                <C>
          $___________ (__% CAGR)                    100%            90%              70%               0%
          $___________ (__% CAGR)                     90%            80%              60%               0%
          $___________ (__% CAGR)                     80%            70%              50%               0%
          $___________ (__% CAGR)                     70%            60%              40%               0%
          $___________ (__% CAGR)                     60%            50%              30%               0%
          $___________ (__% CAGR)                     50%            40%              20%               0%
Less Than $___________ (Less than __% CAGR)            0%             0%               0%               0%
</TABLE>

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<PAGE>

                                    Exhibit C

Average Return on Average Equity

1.    Add the beginning and ending shareholder's equity (less those items
      relating to extraordinary events or which result in a distortion of
      comparative results) with respect to each fiscal year of the Company
      beginning with or immediately prior to each year of the Measurement Period
      and divide by two to arrive at the Average Equity for each such year.

2.    Divide the Net Income as determined for each such year by the Average
      Equity of the Company for each such year to arrive at the Return on
      Average Equity. Net Income equals Reported Net Income (less those items
      relating to extraordinary events or which result in a distortion of
      comparative results).

3.    Add the Return on Average Equity for each year of the Measurement Period
      as determined above and divide by the number of years in the Measurement
      Period to arrive at the Average Return on Average Equity during the
      Measurement Period.

Example

Assuming a four year Measurement Period.

<TABLE>
<CAPTION>
                                  Year 4          Year 3           Year 2         Year 1
                                  ------          ------           ------         ------
<S>                             <C>            <C>              <C>             <C>
Beginning Equity                 492             465              404           370
Ending Equity                    550             492              465           404
                                ----           -----            -----           ---
                                1042             957              869           774
                                  /2              /2               /2            /2
                                ----           -----            -----           ---
Average Equity                   521           478.5            434.5           387

Net Income                        97              86               75            65

Return on                         97 =18.6%       86 =18.0%        75 =17.3%     65 =16.8%
                                ----           -----            -----           ---
Average Equity                   521           478.5            434.5           387
</TABLE>

<TABLE>
<CAPTION>
Year                                         Return on Average Equity
----                                         ------------------------
<S>                               <C>
Year 1                            16.8%
Year 2                            17.3%
Year 3                            18.0%
Year 4                            18.6%
                                  ----
                                  70.7 / 4 = 17.7% Average Return on Average Equity
</TABLE>

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Cumulative Earnings Before Interest, Taxes, Depreciation and Amortization

Add the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
(adjusted for those items relating to extraordinary events or which results in a
distortion of comparative results) with respect to each fiscal year of the
Company beginning with or immediately prior to each year of the Measurement
Period.

<TABLE>
<CAPTION>
Year 1 EBITDA        Year 2 EBITDA            Year 3 EBITDA             Year 4 EBITDA             Cumulative EBITDA
-------------        -------------            -------------             -------------             -----------------
<S>                  <C>                      <C>                       <C>                       <C>
$100,000,000         $110,000,000             $121,000,000              $133,100,000                $464,100,000
</TABLE>

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