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 Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the registration under the Act of common stock of
the Company to be offered by the Company and one or more selling stockholders,
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 the
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission by the Company, to any and all pre-effective and post-effective
amendments to said Registration Statement, 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
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Chairman of the Board
and Director (Principal
Executive Officer) /s/ Paul N. Steinfeld
-----------------------------------
Paul N. Steinfeld
Chairman of the Executive
Committee and Director /s/ Manfred Steinfeld
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Manfred Steinfeld
President and Director /s/ Robert P. Coulter
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Robert P. Coulter
Vice-President Finance,
Treasurer and Assistant
Secretary (Principal
Financial and Accounting
Officer) /s/ Sam Ferrell
-----------------------------------
Sam Ferrell
Director /s/ Robert L. Haag
-----------------------------------
Robert L. Haag
Director /s/ William B. Kaplan
-----------------------------------
William B. Kaplan
Director /s/ Douglas A. Parker
-----------------------------------
Douglas A. Parker
Director /s/ Herbert L. Roth
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Herbert L. Roth
Director /s/ Trisha Wilson
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Trisha Wilson
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