<PAGE>


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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933
                            -------------------------

                         QUEST DIAGNOSTICS INCORPORATED
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                                         <C>
         Delaware                                           16-1387862
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

One Malcolm Avenue
Teterboro, New Jersey                                       07608
   (Address)                                                Zip Code)
</TABLE>

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

                         QUEST DIAGNOSTICS INCORPORATED

                   1999 EMPLOYEE EQUITY PARTICIPATION PROGRAM

                            (Full Title Of The Plan)

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

                             Leo C. Farrenkopf, Jr.
                             Vice President & Secretary
                             Quest Diagnostics Incorporated
                             One Malcolm Avenue
                             Teterboro, NJ 07608
                             201 - 393 - 5143
           (Name, address, and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================
                                              Proposed maximum  Proposed maximum       Amount of
Title of Securities          Amount being      offering price      aggregate          registration
 being registered             registered         per share      offering price (2)        fee

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

<S>                       <C>                  <C>               <C>                  <C>
Common Stock par value
$.01 per share..........  3,000,000 shares (1)  $113.96 (2)      $341,880,000         $85,470

----------------------------------------------------------------------------------------------------
</TABLE>


(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration statement covers an indeterminate amount of interests to be
     offered or sold pursuant to the benefit plans described herein.

(2)  Estimated solely for the purpose of calculating the registration fee,
     calculated on the average of high and low of Registrant's common stock on
     May 10, 2001.







<PAGE>


                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         The Annual Report on Form 10-K for the fiscal year ended December 31,
2000 (File No.1-12215) filed by the Company on April 2, 2001. The Quarterly
Report on Form 10-Q for the fiscal quarter ending March 31, 2001 filed by the
Company on May 3, 2001.

         All documents filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act prior to the filing of a post-effective Amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES - NOT APPLICABLE

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Leo C. Farrenkopf, Jr., Esq., Vice President and Associate General
Counsel of the Company, has rendered an opinion as to the legality of the
issuance of additional shares of the Common Stock offered pursuant to this
Registration Statement. Mr. Farrenkopf owns substantially less than 1% of the
Company's Common Stock.



                                       2






<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Limitation on Liability of Directors

         Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law ("DGCL") Paragraph 11 of the Company's Certificate of
Incorporation ("Paragraph 11") eliminates the personal liability of Company`s
directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty, including without limitation, directors serving on committees of
the Company's Board of Directors. Directors remain liable for (1) any breach of
the duty of loyalty to the Company or its stockholders, (2) any act or omission
not in good faith or which involves intentional misconduct or a knowing
violation of law, (3) any violation of Section 174 of the DGCL, which proscribes
the payment of dividends and stock purchases or redemption under certain
circumstances, and (4) any transaction from which directors derive an improper
personal benefit.

         Indemnification and Insurance

         In accordance with Section 145 of the DGCL, which provides for the
indemnification of directors, officers and employees under certain
circumstances, Paragraph 11 grants the Company's directors and officers a right
to indemnification for all expenses, liabilities and losses relating to civil,
criminal, administrative or investigative proceedings to which they are a party
(1) by reason of the fact that they are or were directors or officers of the
Company, or (2) by reason of the fact that, while they are or were directors or
officers of the Company, they are serving at the request of the Company as
directors or officers of another corporation, partnership, joint venture, trust
or enterprise. Paragraph 11 further provides for the mandatory advancement of
expenses incurred by officers and directors in defending such proceedings in
advance of their final disposition upon delivery to the Company by the
Indemnitee of an undertaking to repay all amounts so advanced if it is
ultimately determined that such Indemnitee is not entitled to be indemnified
under Paragraph 11. The Company may not indemnify or make advanced payments to
any person in connection with proceedings initiated against the Company by such
person without authorization of the Company's Board of Directors.

         In addition, Paragraph 11 provides that the directors and officers
therein described shall be indemnified to the fullest extent permitted by
Section 145 of the DGCL, or any successor provisions or amendments thereunder.
In the event that any such successor provisions or amendments provide
indemnification rights broader than permitted prior thereto, Paragraph 11 allows
such broader indemnification rights to apply retroactive with respect to any
predating alleged action or inaction and also allows the indemnification to
continue after an Indemnitee has ceased to be a director or officer of the
Company and to inure to the benefit of the indemnitee's heirs, executors and
administrators.

         Paragraph 11 further provides that the right to indemnification is not
exclusive of any right which any indemnitee may have or thereafter acquire under
any statute, the Company's Certificate of Incorporation, any agreement or vote
of stockholders or disinterested directors or otherwise, and allows the Company
to indemnify and advance expenses to any person whom the Company has the power
to indemnify under the DGCL or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted for directors and officers and controlling persons
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.

         The Company's Certificate of Incorporation authorizes the Company to
purchase insurance for directors and officers of the Company and persons who
serve at the request of the Company as directors, officers, employees or agents
of another corporation, partnership, joint venture, trust, or enterprise,
against any expense, liability or loss incurred in such capacity, whether or not
the Company would have the power to indemnify such persons against such expense
or liability under the DGCL. The Company intends to maintain insurance coverage
of its officers and directors as well as insurance coverage to reimburse the
Company for potential costs of its corporate indemnification of directors and
officers.



                                       3








<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED - NOT APPLICABLE

ITEM 8. EXHIBITS.

         (4)  1999 Employee Equity Participation Program, as amended as of
              May 8, 2001.
         (5)  Opinion and consent of Leo C. Farrenkopf, Jr., Vice President and
              Associate General Counsel of registrant.
         (23) Consent of PricewaterhouseCoopers LLP

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
Securities Act of 1933;

         (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 dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range 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 represents no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

         (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 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 section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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
Securities Act of 1933 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





                                       4






<PAGE>

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 precedent, submit to a court of appropriate jurisdiction
the question of 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.



                                       5







<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Quest Diagnostics Incorporated, a Delaware corporation, certifies
that it has reasonable grounds to believe it meets all the requirements for
filing 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 New
York, State of New York, as of the 8th day of May, 2001.

                                 Quest Diagnostics Incorporated
                                 (Registrant)


                                 By: /s/ Kenneth W. Freeman
                                    -----------------------------------------
                                    Kenneth W. Freeman, Chairman of the Board
                                      and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the 8th day of May, 2001.

<TABLE>
<CAPTION>
Signature                                               Capacity
---------                                               --------

<S>                                                  <C>
/s/ Kenneth W. Freeman                               Chairman of the Board and Chief Executive
-------------------------------------                Officer and Director (principal executive officer)
Kenneth W. Freeman


/s/ Robert A. Hagemann                               Corporate Vice President and Chief Financial Officer
-------------------------------------                (principal financial officer)
Robert A. Hagemann

/s/ Thomas F. Bongiorno                              Vice President, Corporate Controller and
-------------------------------------                Chief Accounting Officer (chief accounting officer)
Thomas F. Bongiorno


/s/ William F. Buehler                               Director
-------------------------------------
William F. Buehler


-------------------------------------                Director
Kenneth D. Brody

/s/ Van C. Campbell                                  Director
-------------------------------------
Van C. Campbell

/s/ Mary A. Cirillo                                  Director
-------------------------------------
Mary A. Cirillo

/s/ William R. Grant                                 Director
-------------------------------------
William R. Grant

/s/ Dan C. Stanzione                                 Director
-------------------------------------
Dan C. Stanzione

/s/ Gail R. Wilensky                                 Director
-------------------------------------
Gail R. Wilensky

/s/ John B. Ziegler                                  Director
-------------------------------------
John B. Ziegler

</TABLE>




                                       6
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{"company-data": {"conformed-name": "QUEST DIAGNOSTICS INC", "cik": "0001022079", "assigned-sic": "8071", "irs-number": "161387862", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60758", "film-number": "1630667"}, "business-address": {"street1": "ONE MALCOLM AVE", "city": "TETERBORO", "state": "NJ", "zip": "07608", "phone": "2013935000"}, "mail-address": {"street1": "ONE MALCOLM AVE", "city": "TETERBORO", "state": "NJ", "zip": "07601"}, "former-company": {"former-conformed-name": "CORNING CLINICAL LABORATORIES INC", "date-changed": "19960903"}}
=====================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933
                            -------------------------

                         QUEST DIAGNOSTICS INCORPORATED
               (Exact name of issuer as specified in its charter)
Delaware                                           16-1387862
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

One Malcolm Avenue
Teterboro, New Jersey                                       07608
   (Address)                                                Zip Code)
----------------------

                         QUEST DIAGNOSTICS INCORPORATED

                   1999 EMPLOYEE EQUITY PARTICIPATION PROGRAM

                            (Full Title Of The Plan)

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

                             Leo C. Farrenkopf, Jr.
                             Vice President & Secretary
                             Quest Diagnostics Incorporated
                             One Malcolm Avenue
                             Teterboro, NJ 07608
                             201 - 393 - 5143
           (Name, address, and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
                                              Proposed maximum  Proposed maximum       Amount of
Title of Securities          Amount being      offering price      aggregate          registration
 being registered             registered         per share      offering price (2)        fee

----------------------------------------------------------------------------------------------------
Common Stock par value
$.01 per share..........  3,000,000 shares (1)  $113.96 (2)      $341,880,000         $85,470

----------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration statement covers an indeterminate amount of interests to be
     offered or sold pursuant to the benefit plans described herein.

(2)  Estimated solely for the purpose of calculating the registration fee,
     calculated on the average of high and low of Registrant's common stock on
     May 10, 2001.
INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         The Annual Report on Form 10-K for the fiscal year ended December 31,
2000 (File No.1-12215) filed by the Company on April 2, 2001. The Quarterly
Report on Form 10-Q for the fiscal quarter ending March 31, 2001 filed by the
Company on May 3, 2001.

         All documents filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act prior to the filing of a post-effective Amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES - NOT APPLICABLE

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Leo C. Farrenkopf, Jr., Esq., Vice President and Associate General
Counsel of the Company, has rendered an opinion as to the legality of the
issuance of additional shares of the Common Stock offered pursuant to this
Registration Statement. Mr. Farrenkopf owns substantially less than 1% of the
Company's Common Stock.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Limitation on Liability of Directors

         Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law ("DGCL") Paragraph 11 of the Company's Certificate of
Incorporation ("Paragraph 11") eliminates the personal liability of Company`s
directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty, including without limitation, directors serving on committees of
the Company's Board of Directors. Directors remain liable for (1) any breach of
the duty of loyalty to the Company or its stockholders, (2) any act or omission
not in good faith or which involves intentional misconduct or a knowing
violation of law, (3) any violation of Section 174 of the DGCL, which proscribes
the payment of dividends and stock purchases or redemption under certain
circumstances, and (4) any transaction from which directors derive an improper
personal benefit.

         Indemnification and Insurance

         In accordance with Section 145 of the DGCL, which provides for the
indemnification of directors, officers and employees under certain
circumstances, Paragraph 11 grants the Company's directors and officers a right
to indemnification for all expenses, liabilities and losses relating to civil,
criminal, administrative or investigative proceedings to which they are a party
(1) by reason of the fact that they are or were directors or officers of the
Company, or (2) by reason of the fact that, while they are or were directors or
officers of the Company, they are serving at the request of the Company as
directors or officers of another corporation, partnership, joint venture, trust
or enterprise. Paragraph 11 further provides for the mandatory advancement of
expenses incurred by officers and directors in defending such proceedings in
advance of their final disposition upon delivery to the Company by the
Indemnitee of an undertaking to repay all amounts so advanced if it is
ultimately determined that such Indemnitee is not entitled to be indemnified
under Paragraph 11. The Company may not indemnify or make advanced payments to
any person in connection with proceedings initiated against the Company by such
person without authorization of the Company's Board of Directors.

         In addition, Paragraph 11 provides that the directors and officers
therein described shall be indemnified to the fullest extent permitted by
Section 145 of the DGCL, or any successor provisions or amendments thereunder.
In the event that any such successor provisions or amendments provide
indemnification rights broader than permitted prior thereto, Paragraph 11 allows
such broader indemnification rights to apply retroactive with respect to any
predating alleged action or inaction and also allows the indemnification to
continue after an Indemnitee has ceased to be a director or officer of the
Company and to inure to the benefit of the indemnitee's heirs, executors and
administrators.

         Paragraph 11 further provides that the right to indemnification is not
exclusive of any right which any indemnitee may have or thereafter acquire under
any statute, the Company's Certificate of Incorporation, any agreement or vote
of stockholders or disinterested directors or otherwise, and allows the Company
to indemnify and advance expenses to any person whom the Company has the power
to indemnify under the DGCL or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted for directors and officers and controlling persons
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.

         The Company's Certificate of Incorporation authorizes the Company to
purchase insurance for directors and officers of the Company and persons who
serve at the request of the Company as directors, officers, employees or agents
of another corporation, partnership, joint venture, trust, or enterprise,
against any expense, liability or loss incurred in such capacity, whether or not
the Company would have the power to indemnify such persons against such expense
or liability under the DGCL. The Company intends to maintain insurance coverage
of its officers and directors as well as insurance coverage to reimburse the
Company for potential costs of its corporate indemnification of directors and
officers.

                                       3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED - NOT APPLICABLE

ITEM 8. EXHIBITS.

         (4)  1999 Employee Equity Participation Program, as amended as of
              May 8, 2001.
         (5)  Opinion and consent of Leo C. Farrenkopf, Jr., Vice President and
              Associate General Counsel of registrant.
         (23) Consent of PricewaterhouseCoopers LLP

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
Securities Act of 1933;

         (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 dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range 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 represents no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

         (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 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 section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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
Securities Act of 1933 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

                                       4
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 precedent, submit to a court of appropriate jurisdiction
the question of 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.

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Quest Diagnostics Incorporated, a Delaware corporation, certifies
that it has reasonable grounds to believe it meets all the requirements for
filing 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 New
York, State of New York, as of the 8th day of May, 2001.

                                 Quest Diagnostics Incorporated
                                 (Registrant)

                                 By: /s/ Kenneth W. Freeman
                                    -----------------------------------------
                                    Kenneth W. Freeman, Chairman of the Board
                                      and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the 8th day of May, 2001.
Signature                                               Capacity
---------                                               --------
/s/ Kenneth W. Freeman                               Chairman of the Board and Chief Executive
-------------------------------------                Officer and Director (principal executive officer)
Kenneth W. Freeman

/s/ Robert A. Hagemann                               Corporate Vice President and Chief Financial Officer
-------------------------------------                (principal financial officer)
Robert A. Hagemann

/s/ Thomas F. Bongiorno                              Vice President, Corporate Controller and
-------------------------------------                Chief Accounting Officer (chief accounting officer)
Thomas F. Bongiorno

/s/ William F. Buehler                               Director
-------------------------------------
William F. Buehler

-------------------------------------                Director
Kenneth D. Brody

/s/ Van C. Campbell                                  Director
-------------------------------------
Van C. Campbell

/s/ Mary A. Cirillo                                  Director
-------------------------------------
Mary A. Cirillo

/s/ William R. Grant                                 Director
-------------------------------------
William R. Grant

/s/ Dan C. Stanzione                                 Director
-------------------------------------
Dan C. Stanzione

/s/ Gail R. Wilensky                                 Director
-------------------------------------
Gail R. Wilensky

/s/ John B. Ziegler                                  Director
-------------------------------------
John B. Ziegler
6