EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of SHELBY WILLIAMS INDUSTRIES, INC., a Delaware corporation (the
"Company"), does hereby constitute and appoint Paul N. Steinfeld, Manfred
Steinfeld, Robert P. Coulter and Walter Roth, and each of them severally, the
true and lawful attorneys and agents of the undersigned, each with full power to
act without any other and with full power of substitution and resubstitution, to
do any and all acts and things and to execute any and all instruments which said
attorneys and agents may deem necessary or desirable to enable the Company to
comply with the Securities Exchange Act of 1934, as amended (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the filing under the Act of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 and all related
matters, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the names of the undersigned directors
and officers in the capacities indicated below to said Form 10-K to be filed
with the Securities and Exchange Commission, to any and all amendments to said
Form 10-K, and to any and all instruments or documents filed as part of or in
connection with any of the foregoing and any and all amendments thereto; and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 3rd day of March, 1997.
CAPACITIES SIGNATURES
- -------------------------------- ------------------------------------------------------
Chairman of the Board and /s/ PAUL N. STEINFELD
Director (Principal Executive -------------------------------------------
Officer) Paul N. Steinfeld
/s/ MANFRED STEINFELD
Chairman of the Executive -------------------------------------------
Committee and Director Manfred Steinfeld
/s/ ROBERT P. COULTER
President and Director -------------------------------------------
Robert P. Coulter
Vice-President Finance,
Treasurer and Assistant /s/ SAM FERRELL
Secretary (Principal Financial -------------------------------------------
and Accounting Officer) Sam Ferrell
/s/ ROBERT L. HAAG
Director -------------------------------------------
Robert L. Haag
/s/ WILLIAM B. KAPLAN
Director -------------------------------------------
William B. Kaplan
CAPACITIES SIGNATURES
- -------------------------------- ------------------------------------------------------
/s/ DOUGLAS A. PARKER
Director -------------------------------------------
Douglas A. Parker
/s/ HERBERT L. ROTH
Director -------------------------------------------
Herbert L. Roth
/s/ TRISHA WILSON
Director -------------------------------------------
Trisha Wilson
2