-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+qAl3SQ2rrCZQ+OH1Td5vtAHibXenaFIigxSdSYtDxx7Fnju+kIFuDKIhJOdSP4 Otx6MSUPlUhPnPAaTcxELg== 0000950152-97-003104.txt : 19970424 0000950152-97-003104.hdr.sgml : 19970424 ACCESSION NUMBER: 0000950152-97-003104 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970423 EFFECTIVENESS DATE: 19970423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERWIN WILLIAMS CO CENTRAL INDEX KEY: 0000089800 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340526850 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25669 FILM NUMBER: 97585551 BUSINESS ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2165662200 S-8 1 THE SHERWIN WILLIAMS COMPANY S-8 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
========================================================================================================================= 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 Common Stock Par Value $1.00 14,000,000 shares $26.6875 $373,625,000 $113,219.70 =========================================================================================================================
* 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. 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 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 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 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 EX-5 2 EXHIBIT 5 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. 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 EX-23.A.I 3 EXHIBIT 23(A)(I) 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 EX-23.A.II 4 EXHIBIT 23(A)(II) 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 EX-24 5 EXHIBIT 24 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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; -----END PRIVACY-ENHANCED MESSAGE-----