<PAGE>   1


   As filed with the Securities and Exchange Commission on December 15, 1998.

                                                   Registration No. 333-________
================================================================================

                       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 Identification No.)
incorporation or organization)

              3200 HIGHLAND AVENUE, DOWNERS GROVE, ILLINOIS 60515
              (Address of principal executive offices)   (Zip Code)

                                        
           FIRST HEALTH GROUP CORP. 1998 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
                                        
                            WILLIAM M. HOLZMAN, ESQ.
                            NEAL, GERBER & EISENBERG
                             2 NORTH LASALLE STREET
                            CHICAGO, ILLINOIS  60602
                    (Name and address of agent for service)
                                        
                                 (312) 269-8000
         (Telephone number, including area code, of agent for service)
                                        
                        CALCULATION OF REGISTRATION FEE
================================================================================

                                   Proposed
                                    Maximum                        Amount of
Title of Securities                Aggregate                      Registration
To be Registered                 Offering Price                     Fee (1)
--------------------------------------------------------------------------------

Common Stock,
par value $.01
per share                       $ 3,100,000.00                        $862.00

================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities
     Act of 1933, as amended, on the basis of the average of the high and low
     prices of the Company's Common Stock as reported by NASDAQ National Market
     System on December 14, 1998.
<PAGE>   2


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997, as amended by Form 10-K/A as filed June 5, 1998.

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998 and September 30, 1998.

     3.   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.

     4.   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


     Burton W. Kanter, a director of the Company and a member of the Audit
Committee, is of counsel to the law firm of Neal, Gerber & Eisenberg, which firm
performs legal services for the Company on a regular basis.  Mr. Kanter holds
options to purchase an aggregate of 72,000 shares of Common Stock pursuant to
the 1991 Directors' Stock Option Plan, including 10,000 shares at an exercise
price of $8.6250 per share, 8,000 shares at an exercise price of $13.3125 per
share, 8,000 shares at an exercise price of $7.3750 per share,







                                      II-1
<PAGE>   3


8,000 shares at an exercise price of $9.6875 per share, 8,000 shares at an
exercise price of $6.2500 per share, 10,000 shares at an exercise price of
$23.5625 per share, 10,000 shares at an exercise price of $22.6875 per share and
10,000 shares at an exercise price of $29.5625 per share and an option to
purchase 400 shares of Common Stock at an exercise price of $29.5625 per share,
which option was granted pursuant to the 1998 Directors' Stock Option Plan.
Additionally, William M. Holzman, a partner of Neal, Gerber & Eisenberg, is an
Assistant Secretary of the Company.  Furthermore, 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 for
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's, 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 determination will
be made either by a quorum of 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.






                                      II-2
<PAGE>   4



     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                          Page No.
--------               -----------------------                          --------

4                      1998 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                     Powers of Attorney..................


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 






                                      II-3
<PAGE>   5


          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.   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 each 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 statements 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 






                                      II-4
<PAGE>   6



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.



                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Downers Grove, State of Illinois, on the 15th day of
December, 1998.



                                        FIRST HEALTH GROUP CORP., a Delaware  
                                        corporation


                                        By: /s/ Joseph E. Whitters
                                        ------------------------------------
                                           Joseph E. Whitters, Vice
                                           President, Finance and Chief
                                           Financial Officer






                                      II-5
<PAGE>   7


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 15th of December, 1998.

                 Signature                              Title
                 ---------                              -----

/s/ Thomas J. Pritzker*                       Chairman of the Board and
----------------------------------            Director
Thomas J. Pritzker                                                    

/s/ James C. Smith                            President, Chief Executive Officer
----------------------------------            and Director (Principal Executive
James C. Smith                                Officer)


/s/ Ronald H. Galowich*                       Secretary and Director
----------------------------------                                              
Ronald H. Galowich                                                              
                                                                                
/s/ Joseph E. Whitters                        Vice President, Finance and Chief
----------------------------------            Financial Officer (Principal
Joseph E. Whitters                            Accounting and Principal Financial
                                              Officer)

/s/ Daniel S. Brunner*                        Executive Vice President and 
----------------------------------            Director
Daniel S. Brunner

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


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


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

/s/ Burton W. Kanter*                  
----------------------------------            Director
Burton W. Kanter


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

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


*By: /s/ Joseph E. Whitters
     -----------------------------
     Joseph E. Whitters,
     Attorney-in-fact






                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16905}]
{"company-data": {"conformed-name": "FIRST HEALTH GROUP CORP", "cik": "0000812910", "assigned-sic": "6411", "irs-number": "363307583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68943", "film-number": "98769931"}, "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 December 15, 1998.

                                                   Registration No. 333-________
================================================================================

                       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 Identification No.)
incorporation or organization)

              3200 HIGHLAND AVENUE, DOWNERS GROVE, ILLINOIS 60515
              (Address of principal executive offices)   (Zip Code)

                                        
           FIRST HEALTH GROUP CORP. 1998 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
                                        
                            WILLIAM M. HOLZMAN, ESQ.
                            NEAL, GERBER & EISENBERG
                             2 NORTH LASALLE STREET
                            CHICAGO, ILLINOIS  60602
                    (Name and address of agent for service)
                                        
                                 (312) 269-8000
         (Telephone number, including area code, of agent for service)
                                        
                        CALCULATION OF REGISTRATION FEE
================================================================================

                                   Proposed
                                    Maximum                        Amount of
Title of Securities                Aggregate                      Registration
To be Registered                 Offering Price                     Fee (1)
--------------------------------------------------------------------------------

Common Stock,
par value $.01
per share                       $ 3,100,000.00                        $862.00

================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities
     Act of 1933, as amended, on the basis of the average of the high and low
     prices of the Company's Common Stock as reported by NASDAQ National Market
     System on December 14, 1998.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997, as amended by Form 10-K/A as filed June 5, 1998.

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998 and September 30, 1998.

     3.   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.

     4.   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

     Burton W. Kanter, a director of the Company and a member of the Audit
Committee, is of counsel to the law firm of Neal, Gerber & Eisenberg, which firm
performs legal services for the Company on a regular basis.  Mr. Kanter holds
options to purchase an aggregate of 72,000 shares of Common Stock pursuant to
the 1991 Directors' Stock Option Plan, including 10,000 shares at an exercise
price of $8.6250 per share, 8,000 shares at an exercise price of $13.3125 per
share, 8,000 shares at an exercise price of $7.3750 per share,

                                      II-1
3

8,000 shares at an exercise price of $9.6875 per share, 8,000 shares at an
exercise price of $6.2500 per share, 10,000 shares at an exercise price of
$23.5625 per share, 10,000 shares at an exercise price of $22.6875 per share and
10,000 shares at an exercise price of $29.5625 per share and an option to
purchase 400 shares of Common Stock at an exercise price of $29.5625 per share,
which option was granted pursuant to the 1998 Directors' Stock Option Plan.
Additionally, William M. Holzman, a partner of Neal, Gerber & Eisenberg, is an
Assistant Secretary of the Company.  Furthermore, 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 for
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's, 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 determination will
be made either by a quorum of 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.

                                      II-2
4

     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                          Page No.
--------               -----------------------                          --------

4                      1998 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                     Powers of Attorney..................

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 

                                      II-3
5

          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.   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 each 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 statements 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 

                                      II-4
6

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.

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Downers Grove, State of Illinois, on the 15th day of
December, 1998.

                                        FIRST HEALTH GROUP CORP., a Delaware  
                                        corporation

                                        By: /s/ Joseph E. Whitters
                                        ------------------------------------
                                           Joseph E. Whitters, Vice
                                           President, Finance and Chief
                                           Financial Officer

                                      II-5
7

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 15th of December, 1998.

                 Signature                              Title
                 ---------                              -----

/s/ Thomas J. Pritzker*                       Chairman of the Board and
----------------------------------            Director
Thomas J. Pritzker                                                    

/s/ James C. Smith                            President, Chief Executive Officer
----------------------------------            and Director (Principal Executive
James C. Smith                                Officer)

/s/ Ronald H. Galowich*                       Secretary and Director
----------------------------------                                              
Ronald H. Galowich                                                              
                                                                                
/s/ Joseph E. Whitters                        Vice President, Finance and Chief
----------------------------------            Financial Officer (Principal
Joseph E. Whitters                            Accounting and Principal Financial
                                              Officer)

/s/ Daniel S. Brunner*                        Executive Vice President and 
----------------------------------            Director
Daniel S. Brunner

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

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

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

/s/ Burton W. Kanter*                  
----------------------------------            Director
Burton W. Kanter

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

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

*By: /s/ Joseph E. Whitters
     -----------------------------
     Joseph E. Whitters,
     Attorney-in-fact

                                      II-6