The Sherwin-Williams Company S-8

-----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, IdZMt8vEiZrnpPW9N9hkxjFfJ2Xn7PWdZ5/eA1UAriZ7UOaBvhIPuo04y73HjdtX yicN++4WN0EExdf7vxls7A== 0000950152-06-003335.txt : 20060420 0000950152-06-003335.hdr.sgml : 20060420 20060420121538 ACCESSION NUMBER: 0000950152-06-003335 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 EFFECTIVENESS DATE: 20060420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERWIN WILLIAMS CO CENTRAL INDEX KEY: 0000089800 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 340526850 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-133419 FILM NUMBER: 06769176 BUSINESS ADDRESS: STREET 1: 101 PROSPECT AVE NW CITY: CLEVELAND STATE: OH ZIP: 44115 BUSINESS PHONE: 2165662200 S-8 1 l18965asv8.htm THE SHERWIN-WILLIAMS COMPANY S-8 The Sherwin-Williams Company S-8

As filed with the Securities and Exchange Commission on April 20, 2006

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 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		34-0526850 (I.R.S. EMPLOYER IDENTIFICATION NO.)

101 Prospect Avenue, N.W., Cleveland, Ohio (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		44115 (ZIP CODE)

THE SHERWIN-WILLIAMS COMPANY 2006 EQUITY
AND PERFORMANCE INCENTIVE PLAN

THE SHERWIN-WILLIAMS COMPANY 2006 STOCK PLAN
FOR NONEMPLOYEE DIRECTORS

(FULL TITLE OF THE PLANS)

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)

TABLE OF CONTENTS


PART I
PART II
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 4. DESCRIPTION OF SECURITIES
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
	ITEM 8. EXHIBITS
	ITEM 9. UNDERTAKINGS
SIGNATURES
EXHIBIT INDEX
EX-5 Opinion of L.E. Stellato General Counsel
EX-23(A) Consent of Ernst & Young
EX-24(A) Powers of Attorney
EX-24(B) Certified Resolutions of the Board of Directors

CALCULATION OF
REGISTRATION FEE


			Proposed		Proposed maximum
Title of securities to be	Amount to be		maximum offering		aggregate offering		Amount of registration
registered	registered (1)		price per unit (1)(2)		price (1)(2)		fee
Common Stock, $1.00 per share (including Rights)(3)(4)	10,000,000 Shares		$	50.30	$	503,000,000	$	53,821

Common Stock, $1.00 per share (including Rights)(4)(5)	200,000 Shares		$	50.30	$	10,060,000	$	1,077

Total Registration Fee		N/A		N/A		N/A	$	54,898

In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of additional shares of Common Stock as may be issuable as a result of the anti-dilution provisions of The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (the “Performance Incentive Plan”) and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (the “Director Stock Plan”).


(1)		Estimated solely for the purpose of determining the registration fee.

(2)		In accordance with Rule 457 under the Securities Act of 1933, as amended, this figure relating to the registration of the Registrant’s Common Stock is based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on April 13, 2006, which date is within 5 business days prior to the date of the filing of this Registration Statement and is estimated solely for the purpose of determining the Registration Fee.

(3)		The shares of Common Stock, par value $1.00 per share, are issuable in accordance with the terms of the Performance Incentive Plan.

(4)		Shares of Common Stock are accompanied by rights (the “Rights”) to purchase Cumulative Redeemable Serial Preferred Stock of the Registrant issued pursuant to a Rights Agreement, dated as of April 23, 1997, between the Registrant and The Bank of New York, as successor rights agent to KeyBank National Association, filed as Exhibit 1 to Form 8-A, dated April 24, 1997. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing the Common Stock, and will be transferred only with the Common Stock.

(5)		The shares of Common Stock, par value $1.00 per share, are issuable in accordance with the terms of the Director Stock Plan.

- II-1 -

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

	(1)		The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Commission on March 7, 2006;

	(2)		The Company’s Current Reports on Form 8-K, dated February 1, 2005, February 22, 2006, March 15, 2006, April 17, 2006, April 18, 2006 and April 19, 2006;

	(3)		The description of the Company’s Common Stock included in the Company’s Current Report on Form 8-K, dated June 10, 2004;

	(4)		The description of the Rights associated with the Common Stock included in the Company’s Registration Statement on Form 8-A filed with the Commission on April 24, 1997 under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”); and

	(5)		All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

- II-2 -

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters regarding the shares of Common Stock being registered pursuant to this Registration Statement have been passed upon by L.E. Stellato, Vice President, General Counsel and Secretary of the Company. As of March 31, 2006, Mr. Stellato beneficially owned approximately 57,541 shares of Common Stock of the Company and held options to purchase an additional 145,250 shares of Common Stock. Mr. Stellato is eligible to participate in the Performance Incentive Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article IV of the Company’s Regulations, as amended and restated April 28, 2004 (the “Regulations”), filed as Exhibit 3 to the Company’s Current Report on Form 8-K, dated June 10, 2004, is incorporated herein by reference.

Reference is made to Section 1701.13(E) of the Ohio Revised Code relating to the indemnification of directors and officers of an Ohio corporation and to Sections 1 and 2 of Article IV of the Regulations.

The Ohio Revised Code permits and Section 1 of Article IV of the Regulations provides that the Company shall indemnify its directors, officers and employees against amounts which may be incurred in connection with certain actions, suits or proceedings under the circumstances as set out in Sections 1(a) and 1(b) of Article IV of the Regulations. However, the Ohio Revised Code and Section 1 of Article IV of the Regulations limit indemnification in respect of certain claims, issues or matters as to which such party is adjudged to be liable for negligence or misconduct in performance of his or her duty to the Company and also in actions in which the only liability asserted against a director is for certain statutory violations. The Ohio Revised Code and Section 1 of Article IV of the Regulations also provide that general indemnification provisions as found in Sections 1(a) and 1(b) of Article IV of the Regulations do not limit the remaining provisions of Article IV of the Regulations.

In addition, with certain limited exceptions, expenses incurred by a director in defending an action must be paid by the Company as they are incurred in advance of the final disposition if the director agrees (i) to repay such advances if it is proved by clear and convincing evidence that the director’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the Company’s best interests and (ii) to reasonably cooperate with the Company concerning the action. Also, the Company may pay certain expenses incurred by an officer or employee in defending an action as they are incurred in advance of the final disposition of an action if the officer or employee receiving the advance undertakes to repay the advance if it is ultimately determined that the officer or employee receiving the advance is not entitled to indemnification.

The Company may from time to time maintain insurance on behalf of any person who is or was a director, officer or employee against any loss arising from any claim asserted against such director, officer or employee in any such capacity, subject to certain exclusions. The

- II-3 -

Company has entered into indemnification agreements with its directors and certain of its officers providing protection as permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The exhibits listed in the Exhibit Index appearing on page II-8 are filed herewith or are incorporated by reference to other filings.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	(iii)		To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement

- II-4 -

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

- II-5 -

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 20th day of April, 2006.


	THE SHERWIN-WILLIAMS COMPANY
	By:	/s/ L.E. Stellato
		L.E. Stellato
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, 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:


Signature		Title
*C. M. Connor		Chairman, President and Chief
C. M. Connor		Executive Officer, Director (Principal
		Executive Officer)

*S. P. Hennessy		Senior Vice President-Finance and Chief Financial
S. P. Hennessy		Officer (Principal Financial Officer)

*J. L. Ault		Vice President-Corporate Controller
J. L. Ault		(Principal Accounting Officer)

*A. F. Anton		Director
A. F. Anton

*J. C. Boland		Director
J. C. Boland

*D. E. Evans		Director
D. E. Evans

*D. F. Hodnik		Director
D. F. Hodnik

*S. J. Kropf		Director
S. J. Kropf

- II-6 -


Signature		Title
*R. W. Mahoney		Director
R. W. Mahoney

*G. E. McCullough		Director
G. E. McCullough

*A. M. Mixon, III		Director
A. M. Mixon, III

*C. E. Moll		Director
C. E. Moll

*R. K. Smucker		Director
R. K. Smucker

* The undersigned, by signing his name hereto, does sign 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 that are filed as Exhibits hereto.


By: /s/ L. E. Stellato		April 20, 2006
L. E. Stellato, Attorney-in-Fact

- II-7 -

EXHIBIT INDEX


EXHIBIT NO.		EXHIBIT DESCRIPTION
4(a)		The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(b) to the Company’s Current Report on Form 8-K dated April 19, 2006, and incorporated herein by reference.

4(b)		The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors filed as Exhibit 10(c) to the Company’s Current Report on Form 8-K dated April 19, 2006, and incorporated herein by reference.

5		Opinion of L. E. Stellato, General Counsel to the Company, including consent, dated April 20, 2006 (filed herewith).

23(a)		Consent of Ernst & Young LLP, independent registered public accounting firm (filed herewith).

23(b)		Consent of L. E. Stellato (set forth in his opinion filed herewith as Exhibit 5).

24(a)		Powers of Attorney of officers and directors of the Company (filed herewith).

24(b)		Certified resolutions of the Board of Directors of the Company authorizing execution by Power of Attorney (filed herewith).

- II-8 -

EX-5 2 l18965aexv5.htm EX-5 OPINION OF L.E. STELLATO GENERAL COUNSEL EX-5

Exhibit 5

[SHERWIN-WILLIAMS LOGO]

THE SHERWIN-WILLIAMS COMPANY
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115
Phone: (216) 566-2200

Louis E. Stellato
Vice President, General Counsel
and Secretary

April 20, 2006

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:

I am rendering this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by The Sherwin-Williams Company, an Ohio corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof. The Registration Statement relates to the registration of shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in connection with The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (collectively, the “Plans”).

I am General Counsel for the Company and have acted in connection with the preparation of the Registration Statement. I am familiar with the proceedings taken by the Company regarding the Common Stock. I have examined all such corporate records of the Company as I consider necessary to enable me to render this opinion including the Plans, the Company’s Amended and Restated Articles of Incorporation, and its Regulations, as well as made such investigation of matters of fact and law and examined such other documents as I deemed

April 20, 2006
Page 2

necessary for rendering the opinions hereinafter expressed. The opinions set forth herein are subject to the following qualifications, which are in addition to any other qualifications contained herein:

	A.		I have assumed without verification the genuineness of all signatures on all documents, the authority of the parties (other than the Company) executing such documents, the authenticity of all original documents, and the conformity to original documents of all copies.

	B.		The opinions set forth herein are based on existing laws, ordinances, rules, regulations, court and administrative decisions as they presently have been interpreted, and I can give no assurances that my opinions would not be different after any change in any of the foregoing occurring after the date hereof.

With respect to any Common Stock held as treasury shares that may be offered, my opinion is also subject to the condition that such shares had been validly issued before they were acquired by the Company and became treasury shares, and I have assumed that certificates evidencing the Common Stock have been duly countersigned by the applicable registrar and transfer agent.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that:

The shares of Common Stock, when issued pursuant to the terms of the Plans, will be validly issued and fully paid and nonassessable, except as enforcement may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors’ rights or by general equity principles.

I am registered for corporate status to practice law in the State of Ohio pursuant to Rule VI, Section 4 of the Supreme Court Rules for the Government of the Bar of Ohio 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 State of Ohio. This opinion speaks as of today’s date and is limited to present statutes, regulations and judicial interpretations. In rendering this opinion, I assume no obligation to revise or supplement this opinion should the present laws be changed by legislative or regulatory action, judicial decision or otherwise or should the documents that I have examined in connection with this opinion hereafter be changed.

This letter does not address any matters other than those expressly addressed herein and is given for the sole benefit and use of the Company. This letter may not be relied upon for any other purpose or by any person other than the directors and officers.

April 20, 2006
Page 3

I hereby consent to filing of this opinion as Exhibit 5 to the Registration Statement. By giving such consent I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ L.E. Stellato

EX-23.A 3 l18965aexv23wa.htm EX-23(A) CONSENT OF ERNST & YOUNG EX-23(A)

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors of our report dated February 10, 2006 (except for Note 18, as to which the date is February 28, 2006, and Note 17, as to which the date is April 7, 2006) with respect to the consolidated financial statements and schedule of The Sherwin-Williams Company and our report dated February 10, 2006 with respect to The Sherwin-Williams Company management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of The Sherwin-Williams Company both included in its Current Report on Form 8-K (dated April 18, 2006), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio
April 20, 2006

EX-24.A 4 l18965aexv24wa.htm EX-24(A) POWERS OF ATTORNEY EX-24(A)

Exhibit 24(a)

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

The undersigned Officer and Director of The Sherwin-Williams Company, an Ohio corporation (the “Company”), 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 (or any other appropriate form) in connection with The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors, hereby constitutes and appoints S.P. Hennessy and L.E. Stellato, and either 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, and either of them and any substitutes.

Executed the date set opposite my name.



Date: April 19, 2006	/s/ C. M. Connor
	C. M. Connor
	Chairman, President and Chief Executive Officer, Director

- 1 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

The undersigned Officer of The Sherwin-Williams Company, an Ohio corporation (the “Company”), 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 (or any other appropriate form) in connection with The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors, hereby constitutes and appoints C.M. Connor and L.E. Stellato, and either 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, and either of them and any substitutes.

Executed the date set opposite my name.



Date: April 19, 2006	/s/ S. P. Hennessy
	S. P. Hennessy
	Senior Vice President - Finance and Chief Financial Officer

- 2 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

The undersigned Officer of The Sherwin-Williams Company, an Ohio corporation (the “Company”), 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 (or any other appropriate form) in connection with The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors, hereby constitutes and appoints C.M. Connor, S.P. Hennessy and L.E. Stellato, and 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 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, and any of them and any substitutes.

Executed the date set opposite my name.



Date: April 19, 2006	/s/ J. L. Ault
	J. L. Ault
	Vice President - Corporate Controller

- 3 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

The undersigned Director of The Sherwin-Williams Company, an Ohio corporation (the “Company”), 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 (or any other appropriate form) in connection with The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors, hereby constitutes and appoints C.M. Connor, S.P. Hennessy and L.E. Stellato, and 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 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, and any of them and any substitutes.

Executed the date set opposite my name.



Date: April 19, 2006	/s/ A. F. Anton
	A. F. Anton
	Director

- 4 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ J. C. Boland
	J. C. Boland
	Director

- 5 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ D. E. Evans
	D. E. Evans
	Director

- 6 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ D. F. Hodnik
	D. F. Hodnik
	Director

- 7 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ S. J. Kropf
	S. J. Kropf
	Director

- 8 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ R. W. Mahoney
	R. W. Mahoney
	Director

- 9 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ G. E. McCullough
	G. E. McCullough
	Director

- 10 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ A. M. Mixon, III
	A. M. Mixon, III
	Director

- 11 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ C. E. Moll
	C. E. Moll
	Director

- 12 -

POWER OF ATTORNEY

THE SHERWIN-WILLIAMS COMPANY

Executed the date set opposite my name.



Date: April 19, 2006	/s/ R. K. Smucker
	R. K. Smucker
	Director

- 13 -

EX-24.B 5 l18965aexv24wb.htm EX-24(B) CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS EX-24(B)

Exhibit 24(b)

CERTIFICATE

I, the undersigned, Secretary of The Sherwin-Williams Company (the “Company”), hereby certify that attached hereto is a true and complete copy of a resolution of the Board of Directors of the Company, duly adopted at a meeting held on April 19, 2006, 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 20th day of April, 2006.



	/s/ L. E. Stellato
	L.E. Stellato, Secretary

FURTHER RESOLVED, that the appropriate officers of the Company are each hereby authorized (i) to execute and deliver a power of attorney appointing C.M. Connor, S.P. Hennessy 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 or Statements, amendments, supplements or documents to be executed by any proper officer, on behalf of the Company, pursuant to such power of attorney.

-----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents