1
EXHIBIT 24
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer and Director of The Sherwin-Williams Company,
an Ohio corporation, which corporation anticipates filing with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and any rules and regulations of the
Securities and Exchange Commission, a Form S-8 for the purpose of filing a
Registration Statement for its Common Stock, par value $1.00 per share, to be
available for purchase pursuant to The Sherwin-Williams Company Employee Stock
Purchase and Savings Plan, hereby constitutes and appoints T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 29, 1995 /s/ J.G. Breen
-------------------------
J.G. BREEN
Chairman of the Board and
Chief Executive Officer,
Director
2
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer and Director of The Sherwin-Williams Company,
an Ohio corporation, which corporation anticipates filing with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and any rules and regulations of the
Securities and Exchange Commission, a Form S-8 for the purpose of filing a
Registration Statement for its Common Stock, par value $1.00 per share, to be
available for purchase pursuant to The Sherwin-Williams Company Employee Stock
Purchase and Savings Plan, hereby constitutes and appoints J.G. Breen, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ T.A. Commes
--------------------------
T.A. COMMES
President and Chief Operating
Officer, Director
3
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes or L.E.
Stellato, or any of them, with full power of substitution and resubstitution,
as attorneys or attorney to sign for me and in my name, in the capacities
indicated below, said proposed Registration Statement and any and all
amendments, supplements, and exhibits thereto and any and all applications or
other documents to be filed with the Securities and Exchange Commission or any
national securities exchange pertaining thereto, with full power and authority
to do and perform any and all acts and things whatsoever required and necessary
to be done in the premises, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ L.J. Pitorak
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L.J. PITORAK
Senior Vice President-Finance,
Treasurer and Chief Financial
Officer
4
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ J.L. Ault
---------------------------
J.L. AULT
Vice President - Corporate
Controller
5
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ L. Carter
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L. CARTER
Director
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POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 27, 1995 /s/ D.E. Evans
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D.E. EVANS
Director
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POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 25, 1995 /s/ R.W. Mahoney
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R.W. MAHONEY
Director
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POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ W.G. Mitchell
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W.G. MITCHELL
Director
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POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
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The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 29, 1995 /s/ A.M. Mixon
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A.M. MIXON,III
Director
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POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
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The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 25, 1995 /s/ H.O. Petrauskas
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H.O. PETRAUSKAS
Director
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POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
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The undersigned Director of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, Washington, D.C., under the provisions of the Securities
Act of 1933, as amended, and any rules and regulations of the Securities and
Exchange Commission, a Form S-8 for the purpose of filing a Registration
Statement for its Common Stock, par value $1.00 per share, to be available for
purchase pursuant to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan, hereby constitutes and appoints J.G. Breen, T.A. Commes, L.J.
Pitorak or L.E. Stellato, or any of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacities indicated below, said proposed Registration Statement and any and
all amendments, supplements, and exhibits thereto and any and all applications
or other documents to be filed with the Securities and Exchange Commission or
any national securities exchange pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the acts
of said attorneys and any of them and any such substitute.
Executed the date set opposite my name.
Date: August 28, 1995 /s/ R.K. Smucker
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R.K. SMUCKER
Director