<PAGE>   1

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

                         SECURITIES EXCHANGE COMMISSION
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                              THE ST. JOE COMPANY
             (Exact Name of Registrant as Specified in its Charter)

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

<TABLE>
<S>                                    <C>
               FLORIDA                              59-0432511
   (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)               Identification No.)
</TABLE>

                        1650 PRUDENTIAL DRIVE, SUITE 400
                          JACKSONVILLE, FLORIDA 32207
              (Address of principal executive offices) (Zip Code)

                              THE ST. JOE COMPANY
                           1998 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                ROBERT M. RHODES
                          EXECUTIVE VICE PRESIDENT AND
                                GENERAL COUNSEL
                              THE ST. JOE COMPANY
                        1650 PRUDENTIAL DRIVE, SUITE 400
                          JACKSONVILLE, FLORIDA 32207
                    (Name and address of agent for service)

                                 (904) 396-6600
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
                                                      PROPOSED             PROPOSED
                                  AMOUNT               MAXIMUM              MAXIMUM             AMOUNT OF
   TITLE OF SECURITIES             TO BE           OFFERING PRICE          AGGREGATE          REGISTRATION
     TO BE REGISTERED          REGISTERED(1)        PER SHARE(2)       OFFERING PRICE(2)           FEE
--------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                  <C>                  <C>
Common Stock Options......       1,385,140             $19.97           $27,659,514.00          $7,302.00
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the 1998 Stock Incentive Plan by reason of
    any stock dividend, stock split, recapitalization or other similar
    transaction effected without the receipt of consideration which results in
    an increase in the number of the outstanding shares of Common Stock of The
    St. Joe Company.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
    average of the high and low price per share of Common Stock of The St. Joe
    Company on December 8, 2000.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The St. Joe Company (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

          (a) The Registrant's Annual Report on Form 10-K for the latest fiscal
     year for which such a report has been filed;

          (b) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "1934 Act") since the end of the latest fiscal year for which an Annual
     Report on Form 10-K has been filed; and

          (c) The Registrant's Registration Statement on Form 8-A (SEC File No.
     1-10466), filed with the SEC on March 16, 1990, pursuant to Section 12 of
     the Exchange Act, together with amendments thereto, in which the terms,
     rights and provisions applicable to the Registrant's outstanding Common
     Stock are described.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 607.0850, Florida Statutes, as to
indemnification by the Company of its officers and Directors.

     Article III, Section 8 of the Company's Amended and Restated By-Laws
provides as follows:

     "The Company shall indemnify and reimburse and advance expenses for any
Director and officer, and for any Director and officer of another corporation,
partnership, joint venture, trust or other enterprise serving at the request of
the Company, whether or not then in office, and his or her executor,
administrator and heirs, and may indemnify and reimburse and advance expenses to
employees and agents of the Company, against all reasonable expenses actually
and necessarily incurred, including but not limited to, judgments, costs and
counsel fees in connection with the defense of any litigation, civil or
administrative action, suit or proceeding, to which he or she may have been made
a party because he or she is or was a Director, officer, employee or agent of
the Company or he or she was serving at the request of the Company as a Director
or officer of another corporation, partnership, joint venture, trust or other
enterprise."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-1
<PAGE>   3

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   EXHIBIT
-------                                  -------
<C>       <S>  <C>
  4       --   Instrument Defining Rights of Stockholders. Reference is
               made to Registrant's Registration Statement on Form 8-A (SEC
               File No. 1-10466), which is incorporated by reference
               pursuant to Item 3(c) of this Registration Statement.
  5       --   Opinion and consent of General Counsel of Registrant.
 23.1     --   Consent of KPMG LLP.
 23.2     --   Consent of General Counsel of Registrant is contained in
               Exhibit 5.
 24       --   Power of Attorney. Reference is made to page II-4 of this
               Registration Statement.
</TABLE>

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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution, not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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 and (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 1998 Stock
Incentive Plan under which the shares to be registered on this Registration
Statement will be issued.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 Registration 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 1933 Act and will be governed by the
final adjudication of such issue.

                                      II-2
<PAGE>   4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Jacksonville, State of Florida on this 6th day
of December, 2000.

                                          THE ST. JOE COMPANY

                                          By:      /s/ Kevin M. Twomey
                                            ------------------------------------
                                                      Kevin M. Twomey
                                                       President and
                                                  Chief Operating Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of The St. Joe Company, a
Florida corporation, do hereby constitute and appoint Kevin M. Twomey as the
lawful attorney-in-fact and agent with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorney
and agent determines may be necessary or advisable or required to enable said
corporations to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorney and agent shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                  TITLE                    DATE
                      ---------                                  -----                    ----
<C>                                                    <S>                         <C>

                /s/ Peter S. Rummell                   Chairman of the Board and     November 20, 2000
-----------------------------------------------------    Chief Executive Officer
                  Peter S. Rummell                       (Principal Executive
                                                         Officer)

                 /s/ Kevin M. Twomey                   President and Chief            December 6, 2000
-----------------------------------------------------    Financial Officer
                   Kevin M. Twomey                       (Principal Financial
                                                         Officer)

               /s/ Michael L. Ainslie                  Director                      November 21, 2000
-----------------------------------------------------
                 Michael L. Ainslie

                  /s/ John S. Lord                     Director                      November 21, 2000
-----------------------------------------------------
                    John S. Lord

                /s/ Herbert H. Peyton                  Director                      November 20, 2000
-----------------------------------------------------
                  Herbert H. Peyton
</TABLE>

                                      II-3
<PAGE>   5

<TABLE>
<CAPTION>
                      SIGNATURE                                  TITLE                    DATE
                      ---------                                  -----                    ----
<C>                                                    <S>                         <C>

                /s/ John J. Quindlen                   Director                      November 21, 2000
-----------------------------------------------------
                  John J. Quindlen

                /s/ Walter L. Revell                   Director                      November 21, 2000
-----------------------------------------------------
                  Walter L. Revell

               /s/ Frank S. Shaw, Jr.                  Director                      November 20, 2000
-----------------------------------------------------
                 Frank S. Shaw, Jr.

               /s/ Winfred L. Thornton                 Director                       December 4, 2000
-----------------------------------------------------
                 Winfred L. Thornton

                  /s/ John D. Uible                    Director                      November 19, 2000
-----------------------------------------------------
                    John D. Uible
</TABLE>

                                      II-4
<PAGE>   6

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                      SEQUENCE
NUMBER                                   EXHIBIT                              NUMBER
-------                                  -------                             --------
<C>       <C>  <S>                                                           <C>
 4         --  Instrument Defining Rights of Stockholders. Reference is
               made to Registrant's Registration Statement on Form 8-A (SEC
               File No. 1-10466), which is Incorporated by reference
               pursuant to Item 3(c) of this Registration Statement.
 5         --  Opinion and consent of General Counsel of Registrant.
23.1       --  Consent of KPMG LLP.
23.2       --  Consent of General Counsel of Registrant is contained in
               Exhibit 5.
24         --  Power of Attorney. Reference is made to page II-3 of this
               Registration Statement.
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "g64001s-8.txt", "description": "THE ST. JOE COMPANY", "secsgml_size_bytes": 17752}]
{"company-data": {"conformed-name": "ST JOE CO", "cik": "0000745308", "assigned-sic": "2631", "irs-number": "590432511", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51726", "film-number": "788104"}, "business-address": {"street1": "1650 PRUDENTIAL DR STE 400", "city": "JACKSONVILLE", "state": "FL", "zip": "32207", "phone": "9043966600"}, "mail-address": {"street1": "P O BOX 1380", "street2": "P O BOX 1380", "city": "JACKSONVILLE", "state": "FL", "zip": "32201"}, "former-company": [{"former-conformed-name": "ST JOE CORP", "date-changed": "19980430"}, {"former-conformed-name": "ST JOE PAPER CO", "date-changed": "19920703"}]}
1

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

                         SECURITIES EXCHANGE COMMISSION
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                              THE ST. JOE COMPANY
             (Exact Name of Registrant as Specified in its Charter)

                             ---------------------
FLORIDA                              59-0432511
   (State or other jurisdiction of               (I.R.S. Employer
   incorporation or organization)               Identification No.)
1650 PRUDENTIAL DRIVE, SUITE 400
                          JACKSONVILLE, FLORIDA 32207
              (Address of principal executive offices) (Zip Code)

                              THE ST. JOE COMPANY
                           1998 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                ROBERT M. RHODES
                          EXECUTIVE VICE PRESIDENT AND
                                GENERAL COUNSEL
                              THE ST. JOE COMPANY
                        1650 PRUDENTIAL DRIVE, SUITE 400
                          JACKSONVILLE, FLORIDA 32207
                    (Name and address of agent for service)

                                 (904) 396-6600
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
                                                      PROPOSED             PROPOSED
                                  AMOUNT               MAXIMUM              MAXIMUM             AMOUNT OF
   TITLE OF SECURITIES             TO BE           OFFERING PRICE          AGGREGATE          REGISTRATION
     TO BE REGISTERED          REGISTERED(1)        PER SHARE(2)       OFFERING PRICE(2)           FEE
--------------------------------------------------------------------------------------------------------------
Common Stock Options......       1,385,140             $19.97           $27,659,514.00          $7,302.00
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the 1998 Stock Incentive Plan by reason of
    any stock dividend, stock split, recapitalization or other similar
    transaction effected without the receipt of consideration which results in
    an increase in the number of the outstanding shares of Common Stock of The
    St. Joe Company.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
    average of the high and low price per share of Common Stock of The St. Joe
    Company on December 8, 2000.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The St. Joe Company (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

          (a) The Registrant's Annual Report on Form 10-K for the latest fiscal
     year for which such a report has been filed;

          (b) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "1934 Act") since the end of the latest fiscal year for which an Annual
     Report on Form 10-K has been filed; and

          (c) The Registrant's Registration Statement on Form 8-A (SEC File No.
     1-10466), filed with the SEC on March 16, 1990, pursuant to Section 12 of
     the Exchange Act, together with amendments thereto, in which the terms,
     rights and provisions applicable to the Registrant's outstanding Common
     Stock are described.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 607.0850, Florida Statutes, as to
indemnification by the Company of its officers and Directors.

     Article III, Section 8 of the Company's Amended and Restated By-Laws
provides as follows:

     "The Company shall indemnify and reimburse and advance expenses for any
Director and officer, and for any Director and officer of another corporation,
partnership, joint venture, trust or other enterprise serving at the request of
the Company, whether or not then in office, and his or her executor,
administrator and heirs, and may indemnify and reimburse and advance expenses to
employees and agents of the Company, against all reasonable expenses actually
and necessarily incurred, including but not limited to, judgments, costs and
counsel fees in connection with the defense of any litigation, civil or
administrative action, suit or proceeding, to which he or she may have been made
a party because he or she is or was a Director, officer, employee or agent of
the Company or he or she was serving at the request of the Company as a Director
or officer of another corporation, partnership, joint venture, trust or other
enterprise."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-1
3

ITEM 8.  EXHIBITS
EXHIBIT
NUMBER                                   EXHIBIT
-------                                  -------
4       --   Instrument Defining Rights of Stockholders. Reference is
               made to Registrant's Registration Statement on Form 8-A (SEC
               File No. 1-10466), which is incorporated by reference
               pursuant to Item 3(c) of this Registration Statement.
  5       --   Opinion and consent of General Counsel of Registrant.
 23.1     --   Consent of KPMG LLP.
 23.2     --   Consent of General Counsel of Registrant is contained in
               Exhibit 5.
 24       --   Power of Attorney. Reference is made to page II-4 of this
               Registration Statement.
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution, not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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 and (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 1998 Stock
Incentive Plan under which the shares to be registered on this Registration
Statement will be issued.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 Registration 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 1933 Act and will be governed by the
final adjudication of such issue.

                                      II-2
4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Jacksonville, State of Florida on this 6th day
of December, 2000.

                                          THE ST. JOE COMPANY

                                          By:      /s/ Kevin M. Twomey
                                            ------------------------------------
                                                      Kevin M. Twomey
                                                       President and
                                                  Chief Operating Officer

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of The St. Joe Company, a
Florida corporation, do hereby constitute and appoint Kevin M. Twomey as the
lawful attorney-in-fact and agent with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorney
and agent determines may be necessary or advisable or required to enable said
corporations to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorney and agent shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                  TITLE                    DATE
                      ---------                                  -----                    ----
/s/ Peter S. Rummell                   Chairman of the Board and     November 20, 2000
-----------------------------------------------------    Chief Executive Officer
                  Peter S. Rummell                       (Principal Executive
                                                         Officer)

                 /s/ Kevin M. Twomey                   President and Chief            December 6, 2000
-----------------------------------------------------    Financial Officer
                   Kevin M. Twomey                       (Principal Financial
                                                         Officer)

               /s/ Michael L. Ainslie                  Director                      November 21, 2000
-----------------------------------------------------
                 Michael L. Ainslie

                  /s/ John S. Lord                     Director                      November 21, 2000
-----------------------------------------------------
                    John S. Lord

                /s/ Herbert H. Peyton                  Director                      November 20, 2000
-----------------------------------------------------
                  Herbert H. Peyton
II-3
5
SIGNATURE                                  TITLE                    DATE
                      ---------                                  -----                    ----
/s/ John J. Quindlen                   Director                      November 21, 2000
-----------------------------------------------------
                  John J. Quindlen

                /s/ Walter L. Revell                   Director                      November 21, 2000
-----------------------------------------------------
                  Walter L. Revell

               /s/ Frank S. Shaw, Jr.                  Director                      November 20, 2000
-----------------------------------------------------
                 Frank S. Shaw, Jr.

               /s/ Winfred L. Thornton                 Director                       December 4, 2000
-----------------------------------------------------
                 Winfred L. Thornton

                  /s/ John D. Uible                    Director                      November 19, 2000
-----------------------------------------------------
                    John D. Uible
II-4
6

                                 EXHIBIT INDEX
EXHIBIT                                                                      SEQUENCE
NUMBER                                   EXHIBIT                              NUMBER
-------                                  -------                             --------
4         --  Instrument Defining Rights of Stockholders. Reference is
               made to Registrant's Registration Statement on Form 8-A (SEC
               File No. 1-10466), which is Incorporated by reference
               pursuant to Item 3(c) of this Registration Statement.
 5         --  Opinion and consent of General Counsel of Registrant.
23.1       --  Consent of KPMG LLP.
23.2       --  Consent of General Counsel of Registrant is contained in
               Exhibit 5.
24         --  Power of Attorney. Reference is made to page II-3 of this
               Registration Statement.
II-5