<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997
REGISTRATION NO. 333-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
THE SHERWIN-WILLIAMS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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)
THE SHERWIN-WILLIAMS COMPANY 1994 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered * Share ** Price ** Registration Fee
<S> <C> <C> <C> <C>
Common Stock
Par Value $1.00 14,000,000 shares $26.6875 $373,625,000 $113,219.70
=========================================================================================================================
</TABLE>
* In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
as may be issuable as a result of the anti-dilution provisions of the employee
benefit plan described herein.
** In accordance with Rule 457 under the Securities Act of 1933, this figure is
based on the average of the high and low prices of Common Stock reported on the
New York Stock Exchange on April 16, 1997 and is used solely for the purpose of
determining the Registration Fee.
<PAGE> 2
REGISTRATION OF ADDITIONAL SHARES
Pursuant to Instruction E of Form S-8, this Registration Statement
registers an additional 14,000,000 shares of the Registrant's Common Stock, par
value $1.00 per share, to be available under The Sherwin-Williams Company 1994
Stock Plan ("Plan"). The Registrant previously registered shares of its Common
Stock under the Plan on Registration Statement Number 33-52227 filed on Form
S-8. The contents of such Registration Statement, including all exhibits
thereto, are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
An Exhibit Index appears on page II-4 of this Registration Statement,
which information is incorporated herein by reference.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, and State of Ohio, on the 23rd day of
April, 1997.
THE SHERWIN-WILLIAMS COMPANY
By: /s/ L.E. Stellato
------------------------
L.E. Stellato, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Officers and Directors of The Sherwin-Williams Company:
II-1
<PAGE> 3
*J.G. BREEN Chairman of the Board and Chief
- ----------------------- Executive Officer, Director (Principal
J.G. BREEN Executive Officer)
*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 (Principal Financial Officer)
*J.L. AULT Vice President-Corporate Controller
- ----------------------- (Principal Accounting Officer)
J.L. AULT
*J.M. BIGGAR Director
- -----------------------
J.M. BIGGAR
*D.E. COLLINS Director
- -----------------------
D.E. COLLINS
*D.E. EVANS Director
- -----------------------
D.E. EVANS
*R.W. MAHONEY Director
- -----------------------
R.W. MAHONEY
*W.G. MITCHELL Director
- -----------------------
W.G. MITCHELL
*A.M. MIXON, III Director
- -----------------------
A.M. MIXON, III
*C.E. MOLL Director
- -----------------------
C.E. MOLL
II-2
<PAGE> 4
*H.O. PETRAUSKAS Director
- -----------------------
H.O. PETRAUSKAS
*R.K. SMUCKER Director
- -----------------------
R.K. SMUCKER
*The undersigned, by signing his name hereto, does sign and execute
this Registration Statement 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.
By: /s/ L.E. Stellato April 23, 1997
-----------------------------------
L.E. STELLATO, Attorney-in-fact
II-3
<PAGE> 5
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
5 Opinion of Counsel dated April 23, 1997 (filed herewith).
23(a)(i) Consent of Ernst & Young LLP, Independent Auditors (filed
herewith).
23(a)(ii) Consent of Deloitte & Touche LLP, Independent Auditors (filed
herewith).
23(b) Consent of L.E. Stellato (set forth in his opinion filed
herewith as Exhibit 5).
24 Powers of Attorney (filed herewith).
II-4
<PAGE> 1
EXHIBIT 5
April 23, 1997
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
RE: REGISTRATION STATEMENT ON FORM S-8
OF THE SHERWIN-WILLIAMS COMPANY
Ladies and Gentlemen:
As General Counsel for The Sherwin-Williams Company, an Ohio
corporation (the "Company"), I am delivering this opinion for use as an Exhibit
to the Form S-8 Registration Statement (the "Registration Statement") relating
to the registration of 14,000,000 additional shares of Common Stock of The
Sherwin-Williams Company pertaining to The Sherwin-Williams Company 1994 Stock
Plan (the "Plan"). With respect thereto, I have examined:
A. The Registration Statement, including the Exhibits filed
therewith and the Prospectus related thereto; and
B. Such other documents and instruments as I have deemed necessary
to render the opinion set forth below.
Based upon the foregoing, I am of the opinion that shares of Common
Stock, when sold pursuant to the terms of the Plan, will be validly issued,
fully paid and nonassessable. This opinion is limited to original issuance
securities, if any, issued pursuant to the terms of the Plan after the date of
this opinion.
I am a member of the Bar of the State of Pennsylvania and do not
purport to be an expert in, nor do I express any opinion with respect to, the
laws of any jurisdiction other than the Federal laws of the United States and
the laws of the States of Ohio and Pennsylvania.
I am delivering this opinion solely in connection with the filing of
the Registration Statement. This letter may not be relied upon for any other
purpose or by any person other than the directors and officers of the Company.
<PAGE> 2
I consent to the filing of this opinion as Exhibit 5 to the
above-mentioned Registration Statement and to the reference to me, in my
capacity as General Counsel of the Company, under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ L.E. Stellato
<PAGE> 1
EXHIBIT 23(a)(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Sherwin-Williams Company 1994 Stock
Plan of our report dated January 23, 1997 (except for Note 17, as to which the
date is January 29, 1997) with respect to the consolidated financial
statements and schedule of The Sherwin-Williams Company included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
Cleveland, Ohio ERNST & YOUNG LLP
April 21, 1997
<PAGE> 1
EXHIBIT 23(a)(ii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 14,000,000 additional shares of Common Stock of The
Sherwin-Williams Company pertaining to The Sherwin-Williams Company 1994 Stock
Plan of our report dated March 26, 1996 (except for Notes 11 and 12, as to which
the dates are November 22, 1996 and January 3, 1997, respectively) with regard
to the consolidated financial statements of Thompson Minwax Holding Corp. and
Subsidiaries for the year ended December 31, 1995 (as restated), included in the
Current Report on Form 8-K of The Sherwin-Williams Company dated January 7,
1997.
DELOITTE & TOUCHE LLP
April 21, 1997
<PAGE> 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 1994 Stock
Plan, 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 19, 1997 /s/ J.G. Breen
---------------------------- ----------------------------
J. G. Breen
Chairman and Chief Executive Officer,
Director
<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, 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 1994 Stock
Plan, 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 19, 1997 /s/ T.A. Commes
---------------------------- -----------------------------
T. A. Commes
President and Chief Operating Officer,
Director
<PAGE> 3
POWER OF ATTORNEY
THE SHERWIN-WILLIAMS COMPANY
----------------------------
The undersigned Officer of The Sherwin-Williams Company, an Ohio
corporation, which corporation anticipates filing with the Securities and
Exchange Commission, 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 1994 Stock
Plan, 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 19, 1997 /s/ L.J. Pitorak
------------------------- ------------------------------
L. J. Pitorak
Senior Vice President - Finance,
Treasurer and Chief Financial Officer
<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, 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 1994 Stock
Plan, 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/ J.L. Ault
--------------------------- ---------------------------
J. L. Ault
Vice President - Corporate Controller
<PAGE> 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 1994 Stock
Plan, 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
<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, 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 1994 Stock
Plan, 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 21, 1997 /s/ D.E. Collins
------------------------------ ------------------------------
D. E. Collins
Director
<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, 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 1994 Stock
Plan, 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. Evans
---------------------------- ----------------------------
D. E. Evans
Director
<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, 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 1994 Stock
Plan, 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.W. Mahoney
---------------------------- ------------------------------
R. W. Mahoney
Director
<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, 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 1994 Stock
Plan, 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/ W.G. Mitchell
---------------------------- -------------------------------
W. G. Mitchell
Director
<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, 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 1994 Stock
Plan, 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/ A.M. Mixon
---------------------------- ----------------------------
A. M. Mixon
Director
<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, 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 1994 Stock
Plan, 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/ Curtis E. Moll
---------------------------- --------------------------------
C. E. Moll
Director
<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, 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 1994 Stock
Plan, 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
<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, 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 1994 Stock
Plan, 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
<PAGE> 14
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
<PAGE> 15
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;
