<PAGE>   1
     As filed with the Securities and Exchange Commission on August 15, 2001

                                                    Registration No. 333-_______


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    --------

                            FIRST HEALTH GROUP CORP.

             (Exact name of Registrant as specified in its charter)

                                    --------
           DELAWARE                                              36-3307583
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                              3200 HIGHLAND AVENUE
                          DOWNERS GROVE, ILLINOIS 60515
                                 (630) 737-7900

               (Address, including zip code, and telephone number,
            including area code, of Registrant's executive offices)

                                    --------

           FIRST HEALTH GROUP CORP. 2001 DIRECTORS' STOCK OPTION PLAN

                            (Full title of the plan)


                              BANSARI M. SHAH, ESQ.
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 269-8000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<PAGE>   2




                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE          AMOUNT           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
            REGISTERED          TO BE REGISTERED (1)    PER SHARE (2)          PRICE (2)         REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                 <C>                   <C>
    Common Stock, $0.01 par           500,000
    value                              shares               $26.29           $13,145,000.00          $3,287.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Adjusted to reflect the Registrant's 2-for-1 Common Stock split paid on
      June 25, 2001. Pursuant to Rule 416(a) under the Securities Act of 1933,
      as amended, this Registration Statement shall also cover such additional
      shares as may hereinafter be offered or issued from future stock splits,
      stock dividends or similar transactions.

(2)   Estimated solely for the purpose of calculating the Registration Fee
      pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
      as amended, on the basis of the average of the high and low prices of the
      Registrant's Common Stock as reported on the Nasdaq National Market on
      August 9, 2001.



<PAGE>   3




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated into this Registration
Statement by reference:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000.

         2.       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001.

         3.       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2001.

         4.       The Company's Current Report on Form 8-K, dated May 21, 2001.

         5.       The description of the Company's Common Stock set forth under
                  the caption "Description of Registrant's Securities to be
                  Registered" in the Company's Registration Statement on Form
                  8-A (No. 0-15846) filed under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), and any reports or
                  amendments to the foregoing filed with the Securities and
                  Exchange Commission for the purpose of updating such
                  description.

         6.       All documents filed by the Company pursuant to Sections 13,
                  14, or 15(d) of the Exchange Act subsequent to the date of
                  this Registration Statement and before the Company files a
                  post-effective amendment hereto which indicates that all
                  shares of Common Stock being offered pursuant to this
                  Registration Statement have been sold or which deregisters all
                  shares of Common Stock then remaining unsold.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain partners of and attorneys associated with Neal, Gerber &
Eisenberg own shares of Common Stock.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers the
Company to indemnify officers and directors in certain instances. Article
Seventh, Section 2 of the Restated Certificate of Incorporation of the Company
provides as follows: "The directors, as well as the officers, employees and
agents of the Company shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended." As a consequence, directors of the Company will be
insulated from liability for monetary damages for breach of fiduciary duty as a
director, including monetary liabilities for negligent or grossly negligent
business decisions, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit. The exculpation provided with respect to
liability by the foregoing is effective for actions taken after April 16, 1987.

         The By-Laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such discrimination will
be made either by quorum of


<PAGE>   4

disinterested directors, if available, or by independent legal counsel in a
written opinion, or by the vote of the Company's stockholders. The finding of
either criminal or civil liability on the part of such persons in connection
with such acts or events is not necessarily determinative of the question of
whether such persons have met the required standard of conduct and are,
accordingly, entitled to be indemnified.

         The Company has purchased for the benefit of its officers and directors
an insurance policy, whereby the insurance company agrees, among other things,
to make payment to the Company in the event any such officer or director becomes
legally obligated to make a payment in connection with an alleged wrongful act.
Wrongful acts means any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by an officer or
director of the Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

Exhibit
Number                   Description of Document
-----                    -----------------------

4                        First Health Group Corp. 2001 Directors' Stock Option
                         Plan

5                        Opinion of Neal, Gerber & Eisenberg

23.1                     Consent of Deloitte & Touche LLP

23.2                     Consent of Neal, Gerber & Eisenberg (included in
                         Exhibit 5 to this Registration Statement)

24                       Power of Attorney (included as part of the signature
                         page of this Registration Statement)

ITEM 9.           UNDERTAKINGS

         The undersigned hereby undertakes:

         1.       To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement 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.

         2.       That, for the purpose of determining any liability under the
                  Securities Act of 1933, as amended (the "Act"), each
                  post-effective amendment to 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.

         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.

         4.       That, for purposes of determining any liability under the Act,
                  each filing of the Company's annual report pursuant to
                  Sections 13(a) or 15(d) of the Exchange Act that is
                  incorporated by reference in 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.

<PAGE>   5

         5.       To deliver or cause to be delivered with the prospectus, to
                  each employee to whom the prospectus is sent or given, a copy
                  of the Company's annual report to stockholders for its last
                  fiscal year, unless such employee has otherwise received a
                  copy of such report, in which case the Company shall state in
                  the prospectus that it will promptly furnish, without charge,
                  a copy of such report on the written request of the employee.
                  If the last fiscal year of the Company has ended within 120
                  days prior to the use of the prospectus, the annual report of
                  the Company for the preceding fiscal year may be so delivered,
                  but within such 120-day period the annual report for the last
                  fiscal year will be furnished to such employee.

         6.       To transmit or cause to be transmitted to all employees
                  participating in the plan who do not otherwise receive such
                  material as stockholders of the Company, at the time and in
                  the manner as such material is sent to its stockholders,
                  copies of all reports, proxy statement and other
                  communications distributed to its stockholders generally.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the Delaware General Corporation Law, the Restated Certificate of Incorporation
of the Company, the By-Laws of the Company or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.


<PAGE>   6



                                   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 Downers Grove, State of Illinois on the 10th day
of August, 2001.

                                        FIRST HEALTH GROUP CORP.
                                        (Registrant)

                                        By: /s/ James C. Smith
                                            ------------------------------------
                                            James C. Smith,
                                            Chairman of the Board and Chief
                                            Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Joseph E. Whitters and Edward L. Wristen, and each of them, as his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign this registration statement and any or all amendments
(including post-effective amendments) to this registration statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August, 2001.

            Signature                  Title

/s/ James C. Smith                     Chairman of the Board and
-----------------------------          Chief Executive Officer
James C. Smith                         (Principal Executive Officer)


/s/ Joseph E. Whitters                 Vice President, Finance and
-----------------------------          Chief Financial Officer
Joseph E. Whitters                     (Principal Accounting and
                                       Principal Financial Officer)

/s/ Michael J. Boskin, Ph.D.           Director
-----------------------------
Michael J. Boskin, Ph. D.

                                       Director
-----------------------------
Daniel S. Brunner

/s/ Robert S. Colman                   Director
-----------------------------
Robert S. Colman

/s/ Ronald H. Galowich                 Director
-----------------------------
Ronald H. Galowich

/s/ Harold S. Handelsman               Director
-----------------------------
Harold S. Handelsman


<PAGE>   7





/s/ Don Logan                         Director
-----------------------------
Don Logan

/s/ Thomas J. Pritzker                Director
-----------------------------
Thomas J. Pritzker

/s/ David E. Simon                    Director
-----------------------------
David E. Simon

/s/ Edward L. Wristen                 Director
-----------------------------
Edward L. Wristen
[{"type": "S-8", "sequence": "1", "filename": "c64564s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17088}]
{"company-data": {"conformed-name": "FIRST HEALTH GROUP CORP", "cik": "0000812910", "assigned-sic": "6324", "irs-number": "363307583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67568", "film-number": "1715203"}, "business-address": {"street1": "3200 HIGHLAND AVE", "street2": "HEALTH COMPARE CORP", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "6302417900"}, "mail-address": {"street1": "3200 HIGHLAND AVENUE", "street2": "3200 HIGHLAND AVENUE", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515"}, "former-company": {"former-conformed-name": "HEALTHCARE COMPARE CORP/DE/", "date-changed": "19920703"}}
1
     As filed with the Securities and Exchange Commission on August 15, 2001

                                                    Registration No. 333-_______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    --------

                            FIRST HEALTH GROUP CORP.

             (Exact name of Registrant as specified in its charter)

                                    --------
           DELAWARE                                              36-3307583
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              3200 HIGHLAND AVENUE
                          DOWNERS GROVE, ILLINOIS 60515
                                 (630) 737-7900

               (Address, including zip code, and telephone number,
            including area code, of Registrant's executive offices)

                                    --------

           FIRST HEALTH GROUP CORP. 2001 DIRECTORS' STOCK OPTION PLAN

                            (Full title of the plan)

                              BANSARI M. SHAH, ESQ.
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 269-8000

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
2

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE          AMOUNT           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
            REGISTERED          TO BE REGISTERED (1)    PER SHARE (2)          PRICE (2)         REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par           500,000
    value                              shares               $26.29           $13,145,000.00          $3,287.00
--------------------------------------------------------------------------------------------------------------------
(1)   Adjusted to reflect the Registrant's 2-for-1 Common Stock split paid on
      June 25, 2001. Pursuant to Rule 416(a) under the Securities Act of 1933,
      as amended, this Registration Statement shall also cover such additional
      shares as may hereinafter be offered or issued from future stock splits,
      stock dividends or similar transactions.

(2)   Estimated solely for the purpose of calculating the Registration Fee
      pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
      as amended, on the basis of the average of the high and low prices of the
      Registrant's Common Stock as reported on the Nasdaq National Market on
      August 9, 2001.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated into this Registration
Statement by reference:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000.

         2.       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001.

         3.       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2001.

         4.       The Company's Current Report on Form 8-K, dated May 21, 2001.

         5.       The description of the Company's Common Stock set forth under
                  the caption "Description of Registrant's Securities to be
                  Registered" in the Company's Registration Statement on Form
                  8-A (No. 0-15846) filed under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), and any reports or
                  amendments to the foregoing filed with the Securities and
                  Exchange Commission for the purpose of updating such
                  description.

         6.       All documents filed by the Company pursuant to Sections 13,
                  14, or 15(d) of the Exchange Act subsequent to the date of
                  this Registration Statement and before the Company files a
                  post-effective amendment hereto which indicates that all
                  shares of Common Stock being offered pursuant to this
                  Registration Statement have been sold or which deregisters all
                  shares of Common Stock then remaining unsold.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain partners of and attorneys associated with Neal, Gerber &
Eisenberg own shares of Common Stock.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers the
Company to indemnify officers and directors in certain instances. Article
Seventh, Section 2 of the Restated Certificate of Incorporation of the Company
provides as follows: "The directors, as well as the officers, employees and
agents of the Company shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended." As a consequence, directors of the Company will be
insulated from liability for monetary damages for breach of fiduciary duty as a
director, including monetary liabilities for negligent or grossly negligent
business decisions, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit. The exculpation provided with respect to
liability by the foregoing is effective for actions taken after April 16, 1987.

         The By-Laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such discrimination will
be made either by quorum of
4

disinterested directors, if available, or by independent legal counsel in a
written opinion, or by the vote of the Company's stockholders. The finding of
either criminal or civil liability on the part of such persons in connection
with such acts or events is not necessarily determinative of the question of
whether such persons have met the required standard of conduct and are,
accordingly, entitled to be indemnified.

         The Company has purchased for the benefit of its officers and directors
an insurance policy, whereby the insurance company agrees, among other things,
to make payment to the Company in the event any such officer or director becomes
legally obligated to make a payment in connection with an alleged wrongful act.
Wrongful acts means any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by an officer or
director of the Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

Exhibit
Number                   Description of Document
-----                    -----------------------

4                        First Health Group Corp. 2001 Directors' Stock Option
                         Plan

5                        Opinion of Neal, Gerber & Eisenberg

23.1                     Consent of Deloitte & Touche LLP

23.2                     Consent of Neal, Gerber & Eisenberg (included in
                         Exhibit 5 to this Registration Statement)

24                       Power of Attorney (included as part of the signature
                         page of this Registration Statement)

ITEM 9.           UNDERTAKINGS

         The undersigned hereby undertakes:

         1.       To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement 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.

         2.       That, for the purpose of determining any liability under the
                  Securities Act of 1933, as amended (the "Act"), each
                  post-effective amendment to 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.

         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.

         4.       That, for purposes of determining any liability under the Act,
                  each filing of the Company's annual report pursuant to
                  Sections 13(a) or 15(d) of the Exchange Act that is
                  incorporated by reference in 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.
5

         5.       To deliver or cause to be delivered with the prospectus, to
                  each employee to whom the prospectus is sent or given, a copy
                  of the Company's annual report to stockholders for its last
                  fiscal year, unless such employee has otherwise received a
                  copy of such report, in which case the Company shall state in
                  the prospectus that it will promptly furnish, without charge,
                  a copy of such report on the written request of the employee.
                  If the last fiscal year of the Company has ended within 120
                  days prior to the use of the prospectus, the annual report of
                  the Company for the preceding fiscal year may be so delivered,
                  but within such 120-day period the annual report for the last
                  fiscal year will be furnished to such employee.

         6.       To transmit or cause to be transmitted to all employees
                  participating in the plan who do not otherwise receive such
                  material as stockholders of the Company, at the time and in
                  the manner as such material is sent to its stockholders,
                  copies of all reports, proxy statement and other
                  communications distributed to its stockholders generally.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the Delaware General Corporation Law, the Restated Certificate of Incorporation
of the Company, the By-Laws of the Company or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
6

                                   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 Downers Grove, State of Illinois on the 10th day
of August, 2001.

                                        FIRST HEALTH GROUP CORP.
                                        (Registrant)

                                        By: /s/ James C. Smith
                                            ------------------------------------
                                            James C. Smith,
                                            Chairman of the Board and Chief
                                            Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Joseph E. Whitters and Edward L. Wristen, and each of them, as his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign this registration statement and any or all amendments
(including post-effective amendments) to this registration statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August, 2001.

            Signature                  Title

/s/ James C. Smith                     Chairman of the Board and
-----------------------------          Chief Executive Officer
James C. Smith                         (Principal Executive Officer)

/s/ Joseph E. Whitters                 Vice President, Finance and
-----------------------------          Chief Financial Officer
Joseph E. Whitters                     (Principal Accounting and
                                       Principal Financial Officer)

/s/ Michael J. Boskin, Ph.D.           Director
-----------------------------
Michael J. Boskin, Ph. D.

                                       Director
-----------------------------
Daniel S. Brunner

/s/ Robert S. Colman                   Director
-----------------------------
Robert S. Colman

/s/ Ronald H. Galowich                 Director
-----------------------------
Ronald H. Galowich

/s/ Harold S. Handelsman               Director
-----------------------------
Harold S. Handelsman
7

/s/ Don Logan                         Director
-----------------------------
Don Logan

/s/ Thomas J. Pritzker                Director
-----------------------------
Thomas J. Pritzker

/s/ David E. Simon                    Director
-----------------------------
David E. Simon

/s/ Edward L. Wristen                 Director
-----------------------------
Edward L. Wristen