SHERWIN WILLIAMS CO
S-8 POS, 1994-02-10
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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<PAGE>   1



   As filed with the Securities and Exchange Commission on February 10, 1994
                                                     Registration No. 33-28585
  ============================================================================

                       SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           The Securities Act of 1933

                                 --------------

                          THE SHERWIN-WILLIAMS COMPANY
             (Exact name of Registrant as specified in its charter)

<TABLE> 
       <S>                                                <C>
                    Ohio                                      34-0526850        
       -------------------------------                    --------------------
       (State or other jurisdiction of                      (I.R.S.  Employer
       incorporation or organization)                      Identification No.)


                                                              
  101 Prospect Avenue, N.W., Cleveland, Ohio                     44115          
  ----------------------------------------                --------------------
   (Address of principal executive offices)                    (Zip Code)
</TABLE>


                  THE SHERWIN-WILLIAMS COMPANY 1984 STOCK PLAN
                  --------------------------------------------
                            (Full title of the plan)                 
                               -----------------
                                 L.E. STELLATO
                        Vice President, General Counsel
                                 and Secretary
                          THE SHERWIN-WILLIAMS COMPANY
                           101 Prospect Avenue, N.W.
                             Cleveland, Ohio 44115
                                 (216) 566-2000
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

     ===========================================================================

<PAGE>   2
          EXPLANATORY STATEMENT

               The Sherwin-Williams Company 1984 Stock Plan ("1984 Plan")
          expires pursuant to its term at midnight on February 15, 1994.
          Upon expiration, the 1984 Plan will be succeeded by The Sherwin-
          Williams Company 1994 Stock Plan ("1994 Plan"). 1,066,430 shares of
          the Company's Common Stock, par value $1.00 each, previously
          registered by the Company pursuant to the 1984 Plan, on
          Registration Statement No. 33-28585 on Form S-8 dated April 28,
          1989 ("Registration Statement"), will not be granted pursuant to
          the 1984 Plan prior to its expiration.  Such 1,066,430 shares will be
          included in the registration of shares of Common Stock under the
          1994 Plan.  The 1994 Plan was adopted by the Company's Board of
          Directors on February 17, 1993 and was approved by its
          shareholders on April 28, 1993.

               Therefore, pursuant to the Company's undertakings set forth
          in the Registration Statement, the Company files this Post-
          Effective Amendment No. 1 thereto to remove from registration the
          remaining 1,066,430 shares of Common Stock registered under the
          Registration Statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Items 3 through 7 and Item 9 are not applicable.

          Item 8.  Exhibits.

<TABLE>
               <S>  <C>
               24   Powers of Attorney (filed herewith).

                                     -2-
</TABLE>
<PAGE>   3


                                   SIGNATURES

               PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
          THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
          BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
          S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO
          REGISTRATION STATEMENT NO. 33-28585 TO BE SIGNED ON ITS BEHALF BY
          THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
          CLEVELAND, AND STATE OF OHIO, ON THE 10TH DAY OF FEBRUARY, 1994.
       
                                                THE SHERWIN-WILLIAMS COMPANY


                                                 By:  /s/  L.E. Stellato       
                                                      ------------------------
                                                      L.E. Stellato, Secretary


               PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
          THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
          33-28585 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
          CAPACITIES AND ON THE DATE INDICATED:

          OFFICERS AND DIRECTORS OF THE SHERWIN-WILLIAMS COMPANY:


<TABLE>
          <S>                           <C>
          *J.G. BREEN                   Chairman of the Board and Chief
          ------------------------        Executive Officer, Director          
           J.G. BREEN                               


          *T.A. COMMES                  President and Chief Operating
          ------------------------        Officer, Director                    
           T.A. COMMES                         


          *L.J. PITORAK                 Senior Vice President-Finance,
          ------------------------        Treasurer and Chief Financial 
           L.J. PITORAK                   Officer                            
                                             

          *J.L. AULT                    Vice President-Corporate Controller
          ------------------------                                         
           J.L. AULT


          *J.M. BIGGAR                  Director
          ------------------------              
           J.M. BIGGAR


          *L. CARTER                    Director
          ------------------------              
           L. CARTER

</TABLE>






                                      -3-
<PAGE>   4

<TABLE>
          <S>                           <C>

          *R.C. DOBAN                   Director
          ------------------------              
           R.C. DOBAN


          *D.E. EVANS                   Director
          ------------------------              
           D.E. EVANS


          *W.G. MITCHELL                Director
          ------------------------              
           W.G. MITCHELL


          *A.M. MIXON                   Director
          ------------------------              
           A.M. MIXON


          *H.O. PETRAUSKAS              Director
          ------------------------              
           H.O. PETRAUSKAS


          *R.E. SCHEY                   Director
          ------------------------              
           R.E. SCHEY


          *R.K. SMUCKER                 Director
          ------------------------              
           R.K. SMUCKER


          *W.W. WILLIAMS                Director
          ------------------------              
           W.W. WILLIAMS
</TABLE>


               *The undersigned, by signing his name hereto, does sign and
          execute this Post-Effective Amendment No. 1 to Registration
          Statement No. 33-28585 on behalf of the designated Officers and
          Directors of The Sherwin-Williams Company pursuant to Powers of
          Attorney executed on behalf of each of such Officers and
          Directors which are filed as an Exhibit hereto.


<TABLE>
          <S>  <C>                                  <C>
          By:  /s/  L.E. Stellato                   February 10, 1994
               -------------------------------                       
               L.E. STELLATO, Attorney-in-fact
</TABLE>








                                      -4-
        
<PAGE>   5
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                    EXHIBIT
                      NO.                  EXHIBIT DESCRIPTION
                    -------                -------------------
                      <S>          <C>
                      24           Powers of Attorney (filed herewith).
</TABLE>





                                      -5-

<PAGE>   1



                                                                      EXHIBIT 24
<PAGE>   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 Post-
          Effective Amendment to the Registration Statement for its Common
          Stock, par value $1.00 per share, issued or to be issued pursuant
          to The Sherwin-Williams Company 1984 Stock 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 Post-
          Effective Amendment to the 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.



<TABLE>
          <S>                                <C>
          January 26, 1994                   /s/ J.G. Breen                 
                                             -------------------------------
                                             J.G. BREEN
                                             Chairman of the Board and Chief
                                             Executive Officer, Director
          
</TABLE>
<PAGE>   3

                               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 Post-
          Effective Amendment to the Registration Statement for its Common
          Stock, par value $1.00 per share, issued or to be issued pursuant
          to The Sherwin-Williams Company 1984 Stock 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 Post-
          Effective Amendment to the 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.



<TABLE>
          <S>                                <C>
          January 24, 1994                   /s/ T.A. Commes               
                                             ------------------------------
                                             T.A. COMMES
                                             President and Chief Operating
                                             Officer, Director
</TABLE>
<PAGE>   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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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 Post-Effective Amendment to the
          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.



<TABLE>
          <S>                                <C>
          January 26, 1994                   /s/ L.J. Pitorak              
                                             ------------------------------
                                             L.J. PITORAK
                                             Senior Vice President - Finance,  
                                             Treasurer and Chief Financial
                                             Officer
</TABLE>
<PAGE>   5

                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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 Post-Effective
          Amendment to the 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.



<TABLE>
          <S>                                <C>
          January 26, 1994                   /s/ J.L. Ault              
                                             ---------------------------
                                             J.L. AULT
                                             Vice President - Corporate
                                             Controller
</TABLE>
<PAGE>   6
                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.





<TABLE>
          <S>                                <C>
          January 25, 1994                   /s/ J.M. Biggar                
                                             -------------------------------
                                             J.M. BIGGAR
                                             Director
</TABLE>
<PAGE>   7


                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.





<TABLE>
          <S>                                <C>
          January 25, 1994                   /s/ L. Carter                 
                                             ------------------------------
                                             L. CARTER
                                             Director
</TABLE>
<PAGE>   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, 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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.




<TABLE>
          <S>                                <C>
          January 31, 1994                   /s/ R.C. Doban               
                                             -----------------------------
                                             R.C. DOBAN
                                             Director
</TABLE>
<PAGE>   9


                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.



<TABLE>
          <S>                                <C>
          January 24, 1994                   /s/ D.E. Evans              
                                             ----------------------------
                                             D.E. EVANS
                                             Director
</TABLE>
<PAGE>   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, 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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.



<TABLE>
          <S>                                <C>
          January 26, 1994                   /s/ W.G. Mitchell              
                                             -------------------------------
                                             W.G. MITCHELL
                                             Director
</TABLE>
<PAGE>   11


                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.



<TABLE>
          <S>                                <C>
          January 26, 1994                   /s/ A.M. Mixon             
                                             ---------------------------
                                             A.M. MIXON
                                             Director
</TABLE>
<PAGE>   12


                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.



<TABLE>
          <S>                                <C>
          January 27, 1994                   /s/ H.O. Petrauskas           
                                             ------------------------------
                                             H.O. PETRAUSKAS
                                             Director
</TABLE>
<PAGE>   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, 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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.




<TABLE>
          <S>                                <C>
          January 26, 1994                   /s/ R.E. Schey              
                                             ----------------------------
                                             R.E. SCHEY
                                             Director
</TABLE>
<PAGE>   14


                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.



<TABLE>
          <S>                                <C>
          January 25, 1994                   /s/ R.K. Smucker              
                                             ------------------------------
                                             R.K. SMUCKER
                                             Director
</TABLE>
<PAGE>   15


                               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 Post-Effective Amendment
          to the Registration Statement for its Common Stock, par value
          $1.00 per share, issued or to be issued pursuant to The Sherwin-
          Williams Company 1984 Stock 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
          capacity indicated below, said proposed Post-Effective Amendment
          to the 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.



<TABLE>
          <S>                                <C>
          January 24, 1994                   /s/ W.W. Williams              
                                             -------------------------------
                                             W.W. WILLIAMS
                                             Director
</TABLE>


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