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                                                                   EXHIBIT 10(a)

                          THE SHERWIN-WILLIAMS COMPANY

                    1997 STOCK PLAN FOR NONEMPLOYEE DIRECTORS

                                     FORM OF

                             RESTRICTED STOCK GRANT

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

              Number of Shares:      ___________________

              Date of Grant:         _____________, 20__

THIS IS TO CERTIFY THAT, in accordance with and subject to all terms, provisions
and conditions of The Sherwin-Williams Company 1997 Stock Plan for Nonemployee
Directors ("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"). The shares of Restricted Stock shall
vest in accordance with the following schedule:

<TABLE>
<CAPTION>
Number of Shares                   Date of Vesting
----------------                   ---------------
<S>                                <C>
________________                   _______________

________________                   _______________

________________                   _______________
</TABLE>

1.    Grantee shall execute and return to the Company a copy of this Restricted
      Stock Grant. At such time, 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.

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2.    Provided Grantee continuously serves as a member of the Board of Directors
      of the Company ("Board of Directors") from the Date of Grant through the
      Date of Vesting, inclusive, ("Restriction Period"), Grantee shall be
      entitled to have a stock certificate ("Unrestricted Certificate") issued
      in Grantee's name and delivered to Grantee representing the number of
      shares of Restricted Stock which have vested (as set forth above) 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 (as defined in the Plan) 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 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
      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.

3.    On the date Grantee ceases to be a member of the Board of Directors 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 ceases to be a member of the Board of Directors
            as a result of a "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. The term
            "Disability" as used in this Restricted Stock Grant means permanent
            and total disability within the meaning of Section 22(e)(3) of the
            Internal Revenue Code of 1986, as the same has been or may be
            amended from time to time.

      (c)   In the event Grantee ceases to be a member of the Board of Directors
            by reason of Retirement, 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. The term "Retirement" as used in this
            Restricted Stock Grant means termination of Grantee's status as a
            member of the Board of Directors at or after attaining the age
            sixty-five (65) or completing either five (5) years of service or

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            five (5) one year terms as a member of the Board of Directors by
            reason of resignation from the Board of Directors or by reason of
            not standing for reelection as a member of the Board of Directors.

4.    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 4, 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.

            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

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            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 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:

            (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

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                  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 4, 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 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

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      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 4 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.

5.    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.

6.    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.

7.    Nothing contained in this Restricted Stock Grant nor any action taken in
      connection with this Restricted Stock Grant shall be construed as giving
      Grantee any right to continue to serve as a member of the Board of
      Directors.

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

9.    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.

10.   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 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.

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11.   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.

EXECUTED at Cleveland, Ohio, this _______ day of _________, 20____.

                                        The Sherwin-Williams Company

                                        By: _______________________________
                                                 Authorized Officer

The undersigned hereby acknowledges receipt of the foregoing Restricted Stock
Grant and agrees to the provisions set forth therein.

                                        ___________________________________
                                                Signature of Grantee

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                                    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____, and executed by the Company
and the shareholder(s) named on the face of this certificate, issued pursuant to
The Sherwin-Williams Company 1997 Stock Plan for Nonemployee Directors ("Plan")
and the terms and conditions of such Plan.