As filed with the Securities and Exchange Commission on April 17, 2002

                                           Registration No. 333-
   ---------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                         NORTHERN TRUST CORPORATION
           (Exact name of registrant as specified in its charter)

               Delaware                                  36-2723087
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                    identification no.)

                         FIFTY SOUTH LASALLE STREET
                           CHICAGO, ILLINOIS 60675

        (Address of principal executive offices, including zip code)

                         NORTHERN TRUST CORPORATION
                               2002 STOCK PLAN


                          (Full title of the plan)


                               KELLY R. WELSH
                EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                         FIFTY SOUTH LASALLE STREET
                           CHICAGO, ILLINOIS 60675

                   (Name and address of agent for service)

                               (312) 630-6000

        (Telephone number, including area code, of agent for service)

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







   <TABLE>
   <CAPTION>
                                                 CALCULATION OF REGISTRATION FEE

                                                                 PROPOSED MAXIMUM    PROPOSED MAXIMUM
               TITLE OF SECURITIES             AMOUNT TO BE       OFFERING PRICE        AGGREGATE            AMOUNT OF
                TO BE REGISTERED                REGISTERED          PER SHARE         OFFERING PRICE      REGISTRATION FEE
               -------------------             ------------      ----------------    ----------------     ----------------
       <S>                                   <C>                 <C>                 <C>                  <C>
       Common Stock, $1.66-2/3 par value     7,500,000 shares       $56.93 (1)       $426,975,000 (1)      $39,281.70 (1)
       per share (including associated
       Preferred Stock Purchase Rights)

     ____________
     (1)      Computed on the basis of the average of the high and low sales prices of the Common Stock reported on The
              Nasdaq Stock Market on April 15, 2002 pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
              solely for the purpose of calculating the amount of the registration fee.
   </TABLE>



































                                                               -2-







                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents are incorporated herein by reference:

   (a)  The Annual Report on Form 10-K of Northern Trust Corporation (the
        "Registrant") for the fiscal year ended December 31, 2001;

   (b)  All other reports filed 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 fiscal year referred to in (a) above;

   (c)  The description of the Registrant's Common Stock contained in a
        registration statement filed pursuant to Section 12 of the 1934
        Act, and any amendment or report filed for the purpose of
        updating such description, including Exhibit 99(i) to the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999; and

   (d)  The description of the Registrant's Preferred Stock Purchase
        Rights contained in a registration statement on Form 8-A dated
        July 24, 1998 and filed with the Securities and Exchange
        Commission (the "Commission") on July 24, 1998, as amended by
        Amendment No. 1 dated as of November 18, 1998 and filed with the
        Registrant's Current Report on Form 8-K dated November 20, 1998,
        and Amendment No. 2 dated as of February 16, 1999 and filed with
        the Registrant's Current Report on Form 8-K dated February 19,
        1999.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 herein 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.

        Kelly R. Welsh, Executive Vice President and General Counsel of
   the Registrant, has furnished the opinion attached as Exhibit 5 to
   this registration statement with respect to the validity of the
   securities being registered hereunder.  As of April 1, 2002, Mr. Welsh
   owned 30,167 shares of Common Stock of the Registrant, of which 30,001
   are shares issuable pursuant to stock options exercisable within 60
   days.

                                     -3-







   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law and Article
   Eighth of the Corporation's Restated Certificate of Incorporation
   provide for indemnification of the Corporation's directors and
   officers in a variety of circumstances, which may include liabilities
   under the Securities Act of 1933, as amended (the "1933 Act").  The
   general effect of these provisions is to provide that the Corporation
   shall indemnify its directors and officers against all liabilities and
   expenses reasonably incurred in connection with the defense or
   settlement of any judicial or administrative proceedings in which they
   become involved by reason of their status as corporate directors or
   officers, if they acted in good faith and in the reasonable belief
   that their conduct was neither unlawful (in the case of criminal
   proceedings) nor inconsistent with the best interests of the
   Corporation.  With respect to legal proceedings by or in the right of
   the Corporation in which a director or officer is adjudged liable for
   improper performance of his duty to the Corporation, indemnification
   is limited by such provisions to that amount which is permitted by the
   court.  In addition, the Corporation has purchased insurance as
   permitted by Delaware law on behalf of directors, officers, employees
   or agents, which may cover liabilities under the 1933 Act.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The Exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part 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 the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total value of securities offered
        would not exceed that which was registered) and any deviation
        from the low or high and of the estimated maximum offering range

                                     -4-







        may be reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent
        change in the maximum aggregate offering price set forth in the
        "Calculation of Registration Fee" table in the effective
        registration statement; and

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

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8 or Form
   F-3, and the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   with or furnished to the Commission by the Registrant pursuant to
   Section 13 or 15(d) of the 1934 Act that are incorporated by reference
   in the 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.

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

   (b)  The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the 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 in the registration
   statement shall be deemed to be a new registration statement relating
   to the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial bona fide offering
   thereof.

   (c)  Insofar as indemnification for liabilities arising under the 1933
   Act may be permitted to directors, officers and controlling persons of
   the Registrant pursuant to the foregoing provisions, or otherwise, the
   Registrant has been advised that in the opinion of the 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 Registrant of expenses incurred or paid by a
   director, officer or controlling person of the Registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling

                                     -5-







   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

        THE REGISTRANT.  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 Chicago, State of Illinois, on April 16, 2002.

                                 NORTHERN TRUST CORPORATION
                                 (REGISTRANT)

                                 By:  /s/ William A. Osborn
                                      -------------------------------
                                      William A. Osborn
                                      Chairman and Chief Executive
                                      Officer

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.

   <TABLE>
   <CAPTION>

   SIGNATURE                                  TITLE                                                  DATE
   ---------                                  -----                                                  ----
   <S>                                        <C>                                                <C>
   /s/ William A. Osborn                      Chairman, Chief Executive Officer and              April 16, 2002
   --------------------------------           Director
   William A. Osborn

   Perry R. Pero*                             Vice Chairman and                                  April 16, 2002
   --------------------------------           Chief Financial Officer
   Perry R. Pero

   Harry W. Short*                            Executive Vice President and                       April 16, 2002
   --------------------------------           Controller (Chief Accounting Officer)
   Harry W. Short

   Duane L. Burnham*                          Director                                           April 16, 2002
   --------------------------------
   Duane L. Burnham

   Dolores E. Cross*                          Director                                           April 16, 2002
   --------------------------------
   Dolores E. Cross

   Susan Crown*                               Director                                           April 16, 2002
   --------------------------------
   Susan Crown

   Robert S. Hamada*                          Director                                           April 16, 2002
   --------------------------------
   Robert S. Hamada

                                                               -7-








   SIGNATURE                                  TITLE                                                  DATE
   ---------                                  -----                                                  ----

   Barry G. Hastings*                         Director                                           April 16, 2002
   --------------------------------
   Barry G. Hastings

   Robert A. Helman*                          Director                                           April 16, 2002
   --------------------------------
   Robert A. Helman

   Arthur L. Kelly*                           Director                                           April 16, 2002
   --------------------------------
   Arthur L. Kelly

   Frederick A. Krehbiel*                     Director                                           April 16, 2002
   --------------------------------
   Frederick A. Krehbiel

   Robert C. McCormack*                       Director                                           April 16, 2002
   --------------------------------
   Robert C. McCormack

   Edward J. Mooney*                          Director                                           April 16, 2002
   --------------------------------
   Edward J. Mooney

   John W. Rowe*                              Director                                           April 16, 2002
   --------------------------------
   John W. Rowe

   Harold B. Smith*                           Director                                           April 16, 2002
   --------------------------------
   Harold B. Smith

   William D. Smithburg*                      Director                                           April 16, 2002
   --------------------------------
   William D. Smithburg


   *By: /s/ Kelly R. Welsh
        ---------------------------
            Kelly R. Welsh
            Attorney-in-Fact
            (Pursuant to Powers
            of Attorney filed as
            Exhibits to this
            Registration Statement)
   </TABLE>



                                                               -8-







                                EXHIBIT INDEX
   EXHIBIT
   NUMBER         DESCRIPTION OF EXHIBIT
   -------        ----------------------

   4.1            Restated Certificate of Incorporation
                  (Incorporated by reference to Exhibit 3(ii)
                  of the Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended
                  June 30, 2000)

   4.2            By-laws, as amended
                  (Incorporated by reference to Exhibit
                  3 of the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended
                  September 30, 1999)

   5              Opinion of Counsel

   23.1           Consent of Counsel
                  (Contained in its opinion filed
                  as Exhibit 5)

   23.2           Consent of Independent Public Accountants

   24             Powers of Attorney



























                                     -9-
[{"type": "S-8", "sequence": "1", "filename": "x0417-s8.txt", "secsgml_size_bytes": 17635}]
{"company-data": {"conformed-name": "NORTHERN TRUST CORP", "cik": "0000073124", "assigned-sic": "6022", "irs-number": "362723087", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86418", "film-number": "02613586"}, "business-address": {"street1": "50 S LASALLE ST", "city": "CHICAGO", "state": "IL", "zip": "60675", "phone": "3126306000"}, "former-company": {"former-conformed-name": "NORTRUST CORP", "date-changed": "19780525"}}
As filed with the Securities and Exchange Commission on April 17, 2002

                                           Registration No. 333-
   ---------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                         NORTHERN TRUST CORPORATION
           (Exact name of registrant as specified in its charter)

               Delaware                                  36-2723087
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                    identification no.)

                         FIFTY SOUTH LASALLE STREET
                           CHICAGO, ILLINOIS 60675

        (Address of principal executive offices, including zip code)

                         NORTHERN TRUST CORPORATION
                               2002 STOCK PLAN

                          (Full title of the plan)

                               KELLY R. WELSH
                EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                         FIFTY SOUTH LASALLE STREET
                           CHICAGO, ILLINOIS 60675

                   (Name and address of agent for service)

                               (312) 630-6000

        (Telephone number, including area code, of agent for service)

    --------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

                                                                 PROPOSED MAXIMUM    PROPOSED MAXIMUM
               TITLE OF SECURITIES             AMOUNT TO BE       OFFERING PRICE        AGGREGATE            AMOUNT OF
                TO BE REGISTERED                REGISTERED          PER SHARE         OFFERING PRICE      REGISTRATION FEE
               -------------------             ------------      ----------------    ----------------     ----------------
Common Stock, $1.66-2/3 par value     7,500,000 shares       $56.93 (1)       $426,975,000 (1)      $39,281.70 (1)
       per share (including associated
       Preferred Stock Purchase Rights)

     ____________
     (1)      Computed on the basis of the average of the high and low sales prices of the Common Stock reported on The
              Nasdaq Stock Market on April 15, 2002 pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
              solely for the purpose of calculating the amount of the registration fee.
-2-

                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents are incorporated herein by reference:

   (a)  The Annual Report on Form 10-K of Northern Trust Corporation (the
        "Registrant") for the fiscal year ended December 31, 2001;

   (b)  All other reports filed 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 fiscal year referred to in (a) above;

   (c)  The description of the Registrant's Common Stock contained in a
        registration statement filed pursuant to Section 12 of the 1934
        Act, and any amendment or report filed for the purpose of
        updating such description, including Exhibit 99(i) to the
        Registrant's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999; and

   (d)  The description of the Registrant's Preferred Stock Purchase
        Rights contained in a registration statement on Form 8-A dated
        July 24, 1998 and filed with the Securities and Exchange
        Commission (the "Commission") on July 24, 1998, as amended by
        Amendment No. 1 dated as of November 18, 1998 and filed with the
        Registrant's Current Report on Form 8-K dated November 20, 1998,
        and Amendment No. 2 dated as of February 16, 1999 and filed with
        the Registrant's Current Report on Form 8-K dated February 19,
        1999.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 herein 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.

        Kelly R. Welsh, Executive Vice President and General Counsel of
   the Registrant, has furnished the opinion attached as Exhibit 5 to
   this registration statement with respect to the validity of the
   securities being registered hereunder.  As of April 1, 2002, Mr. Welsh
   owned 30,167 shares of Common Stock of the Registrant, of which 30,001
   are shares issuable pursuant to stock options exercisable within 60
   days.

                                     -3-

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law and Article
   Eighth of the Corporation's Restated Certificate of Incorporation
   provide for indemnification of the Corporation's directors and
   officers in a variety of circumstances, which may include liabilities
   under the Securities Act of 1933, as amended (the "1933 Act").  The
   general effect of these provisions is to provide that the Corporation
   shall indemnify its directors and officers against all liabilities and
   expenses reasonably incurred in connection with the defense or
   settlement of any judicial or administrative proceedings in which they
   become involved by reason of their status as corporate directors or
   officers, if they acted in good faith and in the reasonable belief
   that their conduct was neither unlawful (in the case of criminal
   proceedings) nor inconsistent with the best interests of the
   Corporation.  With respect to legal proceedings by or in the right of
   the Corporation in which a director or officer is adjudged liable for
   improper performance of his duty to the Corporation, indemnification
   is limited by such provisions to that amount which is permitted by the
   court.  In addition, the Corporation has purchased insurance as
   permitted by Delaware law on behalf of directors, officers, employees
   or agents, which may cover liabilities under the 1933 Act.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The Exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part 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 the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total value of securities offered
        would not exceed that which was registered) and any deviation
        from the low or high and of the estimated maximum offering range

                                     -4-

        may be reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent
        change in the maximum aggregate offering price set forth in the
        "Calculation of Registration Fee" table in the effective
        registration statement; and

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

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8 or Form
   F-3, and the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   with or furnished to the Commission by the Registrant pursuant to
   Section 13 or 15(d) of the 1934 Act that are incorporated by reference
   in the 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.

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

   (b)  The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the 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 in the registration
   statement shall be deemed to be a new registration statement relating
   to the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial bona fide offering
   thereof.

   (c)  Insofar as indemnification for liabilities arising under the 1933
   Act may be permitted to directors, officers and controlling persons of
   the Registrant pursuant to the foregoing provisions, or otherwise, the
   Registrant has been advised that in the opinion of the 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 Registrant of expenses incurred or paid by a
   director, officer or controlling person of the Registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling

                                     -5-

   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

        THE REGISTRANT.  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 Chicago, State of Illinois, on April 16, 2002.

                                 NORTHERN TRUST CORPORATION
                                 (REGISTRANT)

                                 By:  /s/ William A. Osborn
                                      -------------------------------
                                      William A. Osborn
                                      Chairman and Chief Executive
                                      Officer

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.
SIGNATURE                                  TITLE                                                  DATE
   ---------                                  -----                                                  ----
/s/ William A. Osborn                      Chairman, Chief Executive Officer and              April 16, 2002
   --------------------------------           Director
   William A. Osborn

   Perry R. Pero*                             Vice Chairman and                                  April 16, 2002
   --------------------------------           Chief Financial Officer
   Perry R. Pero

   Harry W. Short*                            Executive Vice President and                       April 16, 2002
   --------------------------------           Controller (Chief Accounting Officer)
   Harry W. Short

   Duane L. Burnham*                          Director                                           April 16, 2002
   --------------------------------
   Duane L. Burnham

   Dolores E. Cross*                          Director                                           April 16, 2002
   --------------------------------
   Dolores E. Cross

   Susan Crown*                               Director                                           April 16, 2002
   --------------------------------
   Susan Crown

   Robert S. Hamada*                          Director                                           April 16, 2002
   --------------------------------
   Robert S. Hamada

                                                               -7-

   SIGNATURE                                  TITLE                                                  DATE
   ---------                                  -----                                                  ----

   Barry G. Hastings*                         Director                                           April 16, 2002
   --------------------------------
   Barry G. Hastings

   Robert A. Helman*                          Director                                           April 16, 2002
   --------------------------------
   Robert A. Helman

   Arthur L. Kelly*                           Director                                           April 16, 2002
   --------------------------------
   Arthur L. Kelly

   Frederick A. Krehbiel*                     Director                                           April 16, 2002
   --------------------------------
   Frederick A. Krehbiel

   Robert C. McCormack*                       Director                                           April 16, 2002
   --------------------------------
   Robert C. McCormack

   Edward J. Mooney*                          Director                                           April 16, 2002
   --------------------------------
   Edward J. Mooney

   John W. Rowe*                              Director                                           April 16, 2002
   --------------------------------
   John W. Rowe

   Harold B. Smith*                           Director                                           April 16, 2002
   --------------------------------
   Harold B. Smith

   William D. Smithburg*                      Director                                           April 16, 2002
   --------------------------------
   William D. Smithburg

   *By: /s/ Kelly R. Welsh
        ---------------------------
            Kelly R. Welsh
            Attorney-in-Fact
            (Pursuant to Powers
            of Attorney filed as
            Exhibits to this
            Registration Statement)
-8-

                                EXHIBIT INDEX
   EXHIBIT
   NUMBER         DESCRIPTION OF EXHIBIT
   -------        ----------------------

   4.1            Restated Certificate of Incorporation
                  (Incorporated by reference to Exhibit 3(ii)
                  of the Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended
                  June 30, 2000)

   4.2            By-laws, as amended
                  (Incorporated by reference to Exhibit
                  3 of the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended
                  September 30, 1999)

   5              Opinion of Counsel

   23.1           Consent of Counsel
                  (Contained in its opinion filed
                  as Exhibit 5)

   23.2           Consent of Independent Public Accountants

   24             Powers of Attorney

                                     -9-