As filed with the Securities and Exchange Commission on March 11, 1994
                                                  Registration No. 33-        

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


                      SECURITIES AND EXCHANGE COMMISSION                  
                           Washington, D. C. 20549
                              ------------------
                                           
                                   FORM S-8
                                       
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                                 ------------
                            HERCULES INCORPORATED
                            A DELAWARE CORPORATION
                I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450
                                HERCULES PLAZA
                           1313 NORTH MARKET STREET
                          WILMINGTON, DELAWARE 19894
                           TELEPHONE: 302-594-5000
                                 ------------
                     GLOBAL ENVIRONMENTAL SOLUTIONS, INC.
                           RETIREMENT SAVINGS PLAN
                                 ------------
                              THOMAS A. CICONTE
                        Vice President and Controller
                            HERCULES INCORPORATED
                                HERCULES PLAZA
                           1313 NORTH MARKET STREET
                          WILMINGTON, DELAWARE 19894
                           TELEPHONE: 302-594-5000
                             (Agent for service)
                                 ------------
 Approximate date of commencement of proposed sales to the public:  As soon as
     practicable after the effective date of this Registration Statement.
                                         
 All or part of the securities being registered on this Form are to be offered
 on a delayed or a continuous basis pursuant to Rule 415 under the Securities
                                 Act of 1933.
                                 ------------
<TABLE>

                                    CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<CAPTION>
      Title of              Amount          Proposed Maximum      Proposed Maximum       Amount of
    Securities to            to be           Offering Price      Aggregate Offering    Regisatration
    be Registered        Registered(1)        per Share(2)            Price(2)              Fee
- ------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                   <C>                <C>
Hercules Incorporated
Common Stock
$25/48 stated value      10,000 shares              $114.50               $1,145,000         $394.83
- -------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The number of shares being registered represents the maximum number of
      shares that may be acquired by the Trustee under the Plan until a new
      Registration Statement becomes effective.  In addition, pursuant to Rule
      416 (c) under the Securities Act of 1933, this Registration Statement
      also covers an indeterminate amount of interests to be offered or sold
      pursuant to the Plan described herein.  

(2)   Based on the average of the high (115) and low (114) prices paid for a 
      share of Common Stock of Hercules as reported on the New York Stock 
      Exchange Composite Tape on March 7, 1994, in accordance with Rule 457 (c)
      under the Securities Act of 1933.
- -------------------------------------------------------------------------------
This Registration Statement, including exhibits, consists of 132 sequentially 
numbered pages.  
                   The Exhibit Index is located at page 9.

<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference

         The following documents heretofore filed by the Registrant (File No.
1-496) with the Securities and Exchange Commission are incorporated herein by
this reference and made a part hereof: 

         (1)  Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992; and

         (2)  Registrant's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, June 30 and September 30, 1993; and

         (3)  Description of Common Stock of the Registrant contained in
Registrant's Restated Certificate of Incorporation (dated July 6, 1988) filed
as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.

         All documents filed by Hercules pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all of the securities offered
hereby have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.


Item 6.  Indemnification of Directors and Officers

         Under the provisions of the By-Laws of the Registrant, each person
who is or was a director or officer of the Registrant shall be indemnified by
the Registrant as of right to the full extent permitted or authorized by the
Delaware General Corporation Law.

         Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of any action, suit or proceeding brought
against him by reason of the fact that he is a director or officer of the
Registrant, he shall be indemnified against expenses (including attorneys'
fees) reasonably incurred in connection therewith.

         If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if he acted in good faith and 
<PAGE>
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.

         If unsuccessful in defense of a suit brought by or in the right of
the Registrant, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in
the defense or settlement of such suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the Registrant, except that if such person is adjudged to be liable in such
a suit for negligence or misconduct in the performance of his duty to the
Registrant, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.

         In addition, the Registrant has entered into separate indemnification
agreements with each of its directors and with certain of its executive
officers pursuant to which the Registrant has agreed to indemnify, and advance
expenses to, each of its directors and executive officers to the full extent
provided by applicable law and the Registrant's By-Laws as currently in effect. 
More specifically, the agreements provide that directors and officers will be
promptly indemnified against expenses (including judgments, fines, penalties
and amounts paid in settlement) incurred in connection with their service to,
or status with, the Registrant or any other corporation, employee benefit plan
or other entity with whom such person is serving at the express written request
of the Registrant.  The agreements also set forth the procedures for
determining entitlement to indemnification, the manner of the advancement of
expenses, remedies of the indemnity and certain other matters of a similar
nature. 

         Under provisions of the Registrant's Restated Certificate of
Incorporation, a director of the Registrant shall have no personal liability to
the Registrant or its stockholders for monetary damages for breach of his
fiduciary duty of care as a director to the full extent permitted by the
Delaware General Corporation Law, as it may be amended from time to time.

         The Registrant also maintains insurance policies pursuant to which
directors and officers are insured against certain liabilities, including
certain liabilities arising under the Securities Act of 1933 (the "Securities
Act"), which might be incurred by them in such capacities and against which
they cannot be indemnified by the Registrant.

         The foregoing summaries are necessarily subject to the complete text
of Section 145 of the Delaware General Corporation Law that provides for
indemnification of directors and officers in certain circumstances and to the
Restated Certificate of Incorporation, which is included in Hercules current
report on Form 8-K dated May 27, 1987, and incorporated herein by reference,
and are qualified in their entirety by reference thereto.

<PAGE>

Item 8.  Exhibits

         A complete listing of exhibits required is given in the Exhibit Index
that precedes the exhibits filed with this Registration Statement.  An opinion
of counsel (Exhibit Number 5) is not being filed since the securities being
registered are not original issue securities and Registrant undertakes to 
submit the Plan and any amendment thereto to the Internal Revenue Service 
("IRS") in a timely manner and will make all changes required by the IRS in 
order to qualify the Plan.


Item 9.   Undertakings

          Registrant hereby undertakes:

            1.   (a)  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 this Registration Statement or
                      any material change to such information in this
                      Registration Statement;

                 (b)  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.

                 (c)  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.

            2.   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 this Registration
                 Statement shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

            3.   Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors,
                 officers and controlling persons of Registrant pursuant to
                 the foregoing provisions, or otherwise, Registrant has been
<PAGE>
                 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 Registrant of
                 expenses incurred or paid by a director, officer or
                 controlling person of 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, Registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 the controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES


The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 11th day of March, 1994.





                              By:  /s/ Norman F. Whiteley
                                  ---------------------------------- 
                                  Chairman  
                                  Management Committee
                                  Global Environmental Solutions, Inc.



The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
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 Wilmington, State of Delaware, on this 11th 
day of March, 1994.


                              HERCULES INCORPORATED


                              By:   /s/ Thomas L. Gossage
                                   ----------------------------------
                                   Thomas L. Gossage
                                   Director, Chairman of the Board,
                                   President and Chief Executive 
                                   Officer



<PAGE>

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 March 11, 1994.

Signature                                   Capacity
- ---------                                   --------

 /s/ Thomas L. Gossage                  Principal Executive Officer
- --------------------------------------  and Director (Chairman of the
Thomas L. Gossage                       Board, President and Chief 
                                        Executive Officer)

 /s/ R. Keith Elliott                   Principal Financial Officer and
- --------------------------------------- Director (Senior Vice President
R. Keith Elliott                        and Chief Financial Officer)

 /s/ Thomas A. Ciconte                  Principal Accounting Officer
- --------------------------------------- (Vice President and Controller)
Thomas A. Ciconte

___________________*___________________ Director
Manfred Caspari

___________________*___________________ Director
Richard M. Fairbanks, III

___________________*____________________Director
Edith E. Holiday

___________________*___________________ Director
Robert G. Jahn

___________________*___________________ Director
Gaynor N. Kelley

___________________*___________________ Director
Ralph L. MacDonald, Jr.

___________________*___________________ Director
H. Eugene McBrayer

 /s/ Richard Schwartz                   Director
- ---------------------------------------         
Richard Schwartz

___________________*___________________ Director
Lee M. Thomas

*Michael B. Keehan, by signing his name hereto, does hereby sign this document
pursuant to powers of attorney duly executed by the persons named, filed with
the Securities and Exchange Commission as an exhibit to this document, on
behalf of such persons, all in the capacities and on the date stated.


                                        By:  /s/ Michael B. Keehan
                                            ----------------------------------
                                            Michael B. Keehan
                                            (Attorney-in-Fact)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17116}]
{"company-data": {"conformed-name": "HERCULES INC", "cik": "0000046989", "assigned-sic": "2821", "irs-number": "510023450", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52621", "film-number": "94515565"}, "business-address": {"street1": "1313 N MARKET ST", "street2": "HERCULES PLZ", "city": "WILMINGTON", "state": "DE", "zip": "19894", "phone": "3025945000"}, "mail-address": {"street1": "HERCULES PLAZA, ROOM 6471 NE", "city": "WILMINGTON", "state": "DE", "zip": "19894"}, "former-company": {"former-conformed-name": "HERCULES POWDER CO", "date-changed": "19680321"}}
As filed with the Securities and Exchange Commission on March 11, 1994
                                                  Registration No. 33-        

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

                      SECURITIES AND EXCHANGE COMMISSION                  
                           Washington, D. C. 20549
                              ------------------
                                           
                                   FORM S-8
                                       
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                                 ------------
                            HERCULES INCORPORATED
                            A DELAWARE CORPORATION
                I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450
                                HERCULES PLAZA
                           1313 NORTH MARKET STREET
                          WILMINGTON, DELAWARE 19894
                           TELEPHONE: 302-594-5000
                                 ------------
                     GLOBAL ENVIRONMENTAL SOLUTIONS, INC.
                           RETIREMENT SAVINGS PLAN
                                 ------------
                              THOMAS A. CICONTE
                        Vice President and Controller
                            HERCULES INCORPORATED
                                HERCULES PLAZA
                           1313 NORTH MARKET STREET
                          WILMINGTON, DELAWARE 19894
                           TELEPHONE: 302-594-5000
                             (Agent for service)
                                 ------------
 Approximate date of commencement of proposed sales to the public:  As soon as
     practicable after the effective date of this Registration Statement.
                                         
 All or part of the securities being registered on this Form are to be offered
 on a delayed or a continuous basis pursuant to Rule 415 under the Securities
                                 Act of 1933.
                                 ------------

                                    CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Title of              Amount          Proposed Maximum      Proposed Maximum       Amount of
    Securities to            to be           Offering Price      Aggregate Offering    Regisatration
    be Registered        Registered(1)        per Share(2)            Price(2)              Fee
- ------------------------------------------------------------------------------------------------------
Hercules Incorporated
Common Stock
$25/48 stated value      10,000 shares              $114.50               $1,145,000         $394.83
- -------------------------------------------------------------------------------------------------------
(1)   The number of shares being registered represents the maximum number of
      shares that may be acquired by the Trustee under the Plan until a new
      Registration Statement becomes effective.  In addition, pursuant to Rule
      416 (c) under the Securities Act of 1933, this Registration Statement
      also covers an indeterminate amount of interests to be offered or sold
      pursuant to the Plan described herein.  

(2)   Based on the average of the high (115) and low (114) prices paid for a 
      share of Common Stock of Hercules as reported on the New York Stock 
      Exchange Composite Tape on March 7, 1994, in accordance with Rule 457 (c)
      under the Securities Act of 1933.
- -------------------------------------------------------------------------------
This Registration Statement, including exhibits, consists of 132 sequentially 
numbered pages.  
                   The Exhibit Index is located at page 9.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference

         The following documents heretofore filed by the Registrant (File No.
1-496) with the Securities and Exchange Commission are incorporated herein by
this reference and made a part hereof: 

         (1)  Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992; and

         (2)  Registrant's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, June 30 and September 30, 1993; and

         (3)  Description of Common Stock of the Registrant contained in
Registrant's Restated Certificate of Incorporation (dated July 6, 1988) filed
as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.

         All documents filed by Hercules pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all of the securities offered
hereby have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

         Under the provisions of the By-Laws of the Registrant, each person
who is or was a director or officer of the Registrant shall be indemnified by
the Registrant as of right to the full extent permitted or authorized by the
Delaware General Corporation Law.

         Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of any action, suit or proceeding brought
against him by reason of the fact that he is a director or officer of the
Registrant, he shall be indemnified against expenses (including attorneys'
fees) reasonably incurred in connection therewith.

         If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.

         If unsuccessful in defense of a suit brought by or in the right of
the Registrant, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in
the defense or settlement of such suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the Registrant, except that if such person is adjudged to be liable in such
a suit for negligence or misconduct in the performance of his duty to the
Registrant, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.

         In addition, the Registrant has entered into separate indemnification
agreements with each of its directors and with certain of its executive
officers pursuant to which the Registrant has agreed to indemnify, and advance
expenses to, each of its directors and executive officers to the full extent
provided by applicable law and the Registrant's By-Laws as currently in effect. 
More specifically, the agreements provide that directors and officers will be
promptly indemnified against expenses (including judgments, fines, penalties
and amounts paid in settlement) incurred in connection with their service to,
or status with, the Registrant or any other corporation, employee benefit plan
or other entity with whom such person is serving at the express written request
of the Registrant.  The agreements also set forth the procedures for
determining entitlement to indemnification, the manner of the advancement of
expenses, remedies of the indemnity and certain other matters of a similar
nature. 

         Under provisions of the Registrant's Restated Certificate of
Incorporation, a director of the Registrant shall have no personal liability to
the Registrant or its stockholders for monetary damages for breach of his
fiduciary duty of care as a director to the full extent permitted by the
Delaware General Corporation Law, as it may be amended from time to time.

         The Registrant also maintains insurance policies pursuant to which
directors and officers are insured against certain liabilities, including
certain liabilities arising under the Securities Act of 1933 (the "Securities
Act"), which might be incurred by them in such capacities and against which
they cannot be indemnified by the Registrant.

         The foregoing summaries are necessarily subject to the complete text
of Section 145 of the Delaware General Corporation Law that provides for
indemnification of directors and officers in certain circumstances and to the
Restated Certificate of Incorporation, which is included in Hercules current
report on Form 8-K dated May 27, 1987, and incorporated herein by reference,
and are qualified in their entirety by reference thereto.
Item 8.  Exhibits

         A complete listing of exhibits required is given in the Exhibit Index
that precedes the exhibits filed with this Registration Statement.  An opinion
of counsel (Exhibit Number 5) is not being filed since the securities being
registered are not original issue securities and Registrant undertakes to 
submit the Plan and any amendment thereto to the Internal Revenue Service 
("IRS") in a timely manner and will make all changes required by the IRS in 
order to qualify the Plan.

Item 9.   Undertakings

          Registrant hereby undertakes:

            1.   (a)  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 this Registration Statement or
                      any material change to such information in this
                      Registration Statement;

                 (b)  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.

                 (c)  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.

            2.   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 this Registration
                 Statement shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

            3.   Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors,
                 officers and controlling persons of Registrant pursuant to
                 the foregoing provisions, or otherwise, 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 Registrant of
                 expenses incurred or paid by a director, officer or
                 controlling person of 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, Registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 the 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

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 11th day of March, 1994.

                              By:  /s/ Norman F. Whiteley
                                  ---------------------------------- 
                                  Chairman  
                                  Management Committee
                                  Global Environmental Solutions, Inc.

The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
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 Wilmington, State of Delaware, on this 11th 
day of March, 1994.

                              HERCULES INCORPORATED

                              By:   /s/ Thomas L. Gossage
                                   ----------------------------------
                                   Thomas L. Gossage
                                   Director, Chairman of the Board,
                                   President 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 indicated
on March 11, 1994.

Signature                                   Capacity
- ---------                                   --------

 /s/ Thomas L. Gossage                  Principal Executive Officer
- --------------------------------------  and Director (Chairman of the
Thomas L. Gossage                       Board, President and Chief 
                                        Executive Officer)

 /s/ R. Keith Elliott                   Principal Financial Officer and
- --------------------------------------- Director (Senior Vice President
R. Keith Elliott                        and Chief Financial Officer)

 /s/ Thomas A. Ciconte                  Principal Accounting Officer
- --------------------------------------- (Vice President and Controller)
Thomas A. Ciconte

___________________*___________________ Director
Manfred Caspari

___________________*___________________ Director
Richard M. Fairbanks, III

___________________*____________________Director
Edith E. Holiday

___________________*___________________ Director
Robert G. Jahn

___________________*___________________ Director
Gaynor N. Kelley

___________________*___________________ Director
Ralph L. MacDonald, Jr.

___________________*___________________ Director
H. Eugene McBrayer

 /s/ Richard Schwartz                   Director
- ---------------------------------------         
Richard Schwartz

___________________*___________________ Director
Lee M. Thomas

*Michael B. Keehan, by signing his name hereto, does hereby sign this document
pursuant to powers of attorney duly executed by the persons named, filed with
the Securities and Exchange Commission as an exhibit to this document, on
behalf of such persons, all in the capacities and on the date stated.

                                        By:  /s/ Michael B. Keehan
                                            ----------------------------------
                                            Michael B. Keehan
                                            (Attorney-in-Fact)