<PAGE>



                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of SHELBY WILLIAMS INDUSTRIES, INC., a Delaware corporation (the
"Company"), does hereby constitute and appoint Manfred Steinfeld, Paul N.
Steinfeld, Robert P. Coulter and Walter Roth, and each of them severally, the
true and lawful attorneys and agents of the undersigned, each with full power to
act without any other and with full power of substitution and resubstitution, to
do any and all acts and things and to execute any and all instruments which said
attorneys and agents may deem necessary or desirable to enable the Company to
comply with the Securities Exchange Act of 1934, as amended (the "Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission
thereunder in connection with the filing under the Act of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 and all related
matters, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the names of the undersigned directors
and officers in the capacities indicated below to said Form 10-K to be filed
with the Securities and Exchange Commission, to any and all amendments to said
Form 10-K, and to any and all instruments or documents filed as part of or in
connection with any of the foregoing and any and all amendments thereto; and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 14th day of March, 1996.

     Capacities                                        Signatures
     ----------                                        ----------

Chairman of the Executive
Committee and Director                  s/ Manfred Steinfeld
                                        ---------------------------------------
                                                  Manfred Steinfeld

Chairman of the Board
and Director (Principal
Executive Officer)                      s/ Paul N. Steinfeld
                                        ---------------------------------------
                                                  Paul N. Steinfeld


President and Director                  s/ Robert P. Coulter
                                        ---------------------------------------
                                                  Robert P. Coulter


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Vice-President Finance,
Treasurer and Assistant
Secretary (Principal
Financial and Accounting
Officer)                                s/ Sam Ferrell
                                        ---------------------------------------
                                                  Sam Ferrell


Director                                s/ Robert L. Haag
                                        ---------------------------------------
                                                  Robert L. Haag


Director                                s/ William B. Kaplan
                                        ---------------------------------------
                                                  William B. Kaplan


Director                                s/ Herbert L. Roth
                                        ---------------------------------------
                                                  Herbert L. Roth


Director                                s/ Trisha Wilson
                                        ---------------------------------------
                                                  Trisha Wilson


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