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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints T.A. Commes, L.J.
Pitorak and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all amendments
thereto (including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, 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, or any of them or any substitutes.
Executed the date set opposite my name.
Date: February 15, 1997 /s/ J.G. Breen
----------------------------- -------------------------------------
J. G. Breen
Chairman 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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, L.J.
Pitorak and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all amendments
thereto (including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, 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, or any of them or any substitutes.
Executed the date set opposite my name.
Date: February 14, 1997 /s/ T.A. Commes
----------------------------- -------------------------------------
T. A. Commes
President and Chief Operating Officer,
Director
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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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes and L.E. Stellato, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney to sign for me and in my name, in the
capacity indicated below, said Registration Statement and any and all amendments
thereto (including post-effective amendments), and to file the same, with all
supplements and exhibits thereto and any and all applications or other documents
in connection therewith, with the Securities and Exchange Commission and any
national securities exchange, granting unto said attorneys, and each one of
them, 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, or any of them or any substitutes.
Executed the date set opposite my name.
Date: February 15, 1997 /s/ L.J. Pitorak
----------------------------- -------------------------------------
L. J. Pitorak
Senior Vice President - Finance,
Treasurer and Chief Financial Officer
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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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 15, 1997 /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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 18, 1997 /s/ James M. Biggar
----------------------------- -------------------------------------
J. M. Biggar
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 19, 1997 /s/ D.E. Collins
----------------------------- -------------------------------------
D. E. Collins
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 16, 1997 /s/ D.E. Evans
----------------------------- -------------------------------------
D. E. Evans
Director
8
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 14, 1997 /s/ R.W. Mahoney
----------------------------- -------------------------------------
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 17, 1997 /s/ W.G. Mitchell
----------------------------- -------------------------------------
W. G. Mitchell
Director
10
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 17, 1997 /s/ A.M. Mixon
----------------------------- -------------------------------------
A. M. Mixon
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 18, 1997 /s/ Curtis E. Moll
----------------------------- -------------------------------------
C. E. Moll
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 19, 1997 /s/ H.O. Petrauskas
----------------------------- -------------------------------------
H. O. Petrauskas
Director
13
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, under the provisions of the Securities Act of 1933, as
amended, and any rules and regulations of the Securities and Exchange
Commission, a Registration Statement on Form S-8 for its Common Stock, par value
$1.00 per share, in connection with The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, hereby constitutes and appoints J.G. Breen, T.A.
Commes, L.J. Pitorak and L.E. Stellato, and each of them, with full power of
substitution and resubstitution, as attorneys or attorney to sign for me and in
my name, in the capacity indicated below, said Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all supplements and exhibits thereto and any and all applications
or other documents in connection therewith, with the Securities and Exchange
Commission and any national securities exchange, granting unto said attorneys,
and each one of them, 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, or any of them or any
substitutes.
Executed the date set opposite my name.
Date: February 19, 1997 /s/ R.K. Smucker
----------------------------- -------------------------------------
R. K. Smucker
Director
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CERTIFICATE
-----------
I, the undersigned, Secretary of The Sherwin-Williams Company (the
"Corporation"), hereby certify that attached hereto is a true and complete copy
of a resolution of the Directors of the Corporation, duly adopted at a meeting
held on February 19, 1997, and that such resolution is in full force and effect
and has not been amended, modified, revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have executed this certificate as of this 23rd
day of April, 1997.
/s/ L.E. Stellato
--------------------------------
L.E. Stellato, Secretary
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FURTHER RESOLVED, that the appropriate officers of the Company are each hereby
authorized (i) to execute and deliver a power of attorney appointing J.G. Breen,
T.A. Commes, L.J. Pitorak and L.E. Stellato or any of them to act as
attorneys-in-fact for the Company and for such officers for the purpose of
executing and filing with the SEC, on behalf of the Company, such registration
statement or statements and any and all amendments thereto (including, without
limitation, post-effective amendments) with all supplements and exhibits thereto
and any and all applications or other documents in connection therewith, with
the SEC and any national securities exchange; and (ii) to cause such
registration statement, amendment, supplement or document to be executed by any
proper officer, on behalf of the Company, pursuant to such power of attorney;