1
EXHIBIT 24
POWERS OF ATTORNEY
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ James B Beard
-----------------------------
James B Beard, Ph.D.
3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ Charles M. Berger
-----------------------------
Charles M. Berger
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ Joseph P. Flannery
-----------------------------
Joseph P. Flannery
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ Horace Hagedorn
-----------------------------
Horace Hagedorn
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ James Hagedorn
-----------------------------
James Hagedorn
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ Albert E. Harris
-----------------------------
Albert E. Harris
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ John Kenlon
-----------------------------
John Kenlon
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for her and in
her name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
18th day of February, 1999.
/s/ Karen Gordon Mills
-----------------------------
Karen Gordon Mills
10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ Jean H. Mordo
-----------------------------
Jean H. Mordo
11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ Patrick J. Norton
-----------------------------
Patrick J. Norton
12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ John M. Sullivan
-----------------------------
John M. Sullivan
13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ L. Jack Van Fossen
-----------------------------
L. Jack Van Fossen
14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its securities, including Common
Shares, for offering and sale pursuant to THE SCOTTS COMPANY EXECUTIVE
RETIREMENT PLAN hereby constitutes and appoints CHARLES M. BERGER, JEAN H. MORDO
and G. ROBERT LUCAS, and each of them, as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his, her or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
18th day of February, 1999.
/s/ John Walker
-----------------------------
John Walker, Ph.D.