1
EXHIBIT 24
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ James B Beard
---------------------------
James B Beard, Ph.D.
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Charles M. Berger
---------------------------
Charles M. Berger
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Joseph P. Flannery
---------------------------
Joseph P. Flannery
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Horace Hagedorn
---------------------------
Horace Hagedorn
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ James Hagedorn
---------------------------
James 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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Albert E. Harris
---------------------------
Albert E. Harris
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ John Kenlon
---------------------------
John Kenlon
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Karen Gordon Mills
---------------------------
Karen Gordon Mills
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Jean H. Mordo
---------------------------
Jean H. Mordo
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ Patrick J. Norton
---------------------------
Patrick J. Norton
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ John M. Sullivan
---------------------------
John M. Sullivan
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ L. Jack Van Fossen
---------------------------
L. Jack Van Fossen
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 1996 STOCK OPTION
PLAN, AS AMENDED, 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
20th day of April, 1999.
/s/ John Walker
---------------------------
John Walker, Ph.D.