As filed with the Securities and Exchange Commission on September __, 2000.
                                                     Registration No. 333-______
================================================================================

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

                             ----------------------
                               MAYTAG CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   42-0401785
    (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                    Identification No.)

                          403 WEST FOURTH STREET NORTH
                               NEWTON, IOWA 50208
                    (Address of Principal Executive Offices)

                     2000 EMPLOYEE STOCK INCENTIVE PLAN AND
                 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

         FREDERICK G. WOHLSCHLAEGER                  Telephone number,
           SENIOR VICE PRESIDENT,                  including area code,
               GENERAL COUNSEL                     of agent for service:
                AND SECRETARY                         (641) 787-7040
             MAYTAG CORPORATION
        403 WEST FOURTH STREET NORTH
             NEWTON, IOWA 50208
   (Name and Address of Agent For Service)


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

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                      Proposed        Proposed
         Title of                                      Maximum         Maximum
        Securities                  Amount            Offering        Aggregate        Amount of
           to be                     to be              Price         Offering       Registration
        Registered                Registered(1)      Per Share(2)      Price(2)           Fee

-----------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>          <C>                 <C>
Common Stock, par value $1.25,   3,966,000 Shares     $30.96875    $122,822,063        $32,426
including Preferred Stock
Purchase Rights (3,4)


------------------------------------------------------------------------------------------------------
1  An   undetermined   number  of  additional   shares  may  be  issued  if  the
   anti-dilution adjustment provisions of the plans become operative.

2  Estimated  solely for the  purpose of  calculating  the  registration  fee in
   accordance  with rule 457(c) and (h) under the  Securities Act of 1933 on the
   basis of the  average  of the  high and low  prices  of the  Common  Stock as
   reported on the New York Stock Exchange on September 26, 2000.

3  Prior to the  occurrence  of certain  events,  the Preferred  Stock  Purchase
   Rights will not be evidenced separately from the Common Stock.

4  Includes an indeterminate  number of interests related to the Common Stock to
   be  issued  under the  plans,  all of which  are  generally  nontransferable,
   including stock options and stock equivalents.



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

</TABLE>

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

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

                           (1) The  Annual  Report  of Maytag  Corporation  (the
"Company")  on Form 10-K for the fiscal year ended  December  31, 1999 which has
heretofore been filed by the Company with the Securities and Exchange Commission
(the "Commission")  pursuant tot he Securities  Exchange Act of 1934, as amended
(the "1934 Act").

                           (2) The Company's  Quarterly  Report on Form 10-Q for
the quarter period ended March 31, 2000 which has  heretofore  been filed by the
Company with the Commission pursuant to the 1934 Act.

                           (3) The Company's  Quarterly  Report on Form 10-Q for
the quarter  period ended June 30, 2000 which has  heretofore  been filed by the
Company with the Commission pursuant to the 1934 Act.

                           (4) The  description  of the  Company's  Common Stock
contained  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.

                           (5) The description of the Company's  Preferred Stock
Purchase Rights contained in the Company's  Registration  Statement on Form 8-A,
as amended, filed with the Commission pursuant to Section 12 of the 1934 Act.


                  All documents  subsequently  filed by the Company  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 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  (such  documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents");   provided,   however,  that  the  documents  enumerated  above  or
subsequently filed by the registrants  pursuant to Section 13(a),  13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 in each  year  during  which the
offering  made by this  registration  statement is in effect prior to the filing
with the Commission of the registrants'  Annual Reports covering such year shall
not  be  Incorporated   Documents  or  be  incorporated  by  reference  in  this
registration  statement  or be a part  hereof  from and after the filing of such
Annual Reports.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

                  The  securities  to be offered are  registered  under  Section
12(b) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

                  Section 145 of the Delaware  General  Corporation  Law and the
By-laws of the Company provide for indemnification of directors and officers for
expenses (including reasonable amounts paid in settlement) incurred in defending
actions brought against them.


<PAGE>


                  The Company's Restated Certificate of Incorporation contains a
provision that eliminates,  to the fullest extent permitted by Delaware law, the
personal  liability  of each  director  of the  Company to the  Company  and its
shareholders  for monetary  damages for certain breaches of fiduciary duty. This
provision  does not affect the  director's  liability  for monetary  damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing
violation of law or  intentional  misconduct,  willful or  negligent  conduct in
approving an unlawful  dividend,  stock  repurchase  or  redemption or obtaining
improper  personal  benefits,  nor does this provision  eliminate the ability to
bring suit to rescind a  transaction  or to enjoin a proposed  transaction  from
occurring. In addition, this provision applies only to claims against a director
arising out of his role as a director  and not,  if he is also an  officer,  his
role as an officer or in any other capacity,  nor to his responsibilities  under
any other law, such as the federal securities laws.

                  The By-laws of the Company provide that directors and officers
shall be  indemnified  and held  harmless by the  Company to the fullest  extent
permitted by the laws of Delaware as the same now or hereafter exist.

                  The  Company  maintains   directors  and  officers   liability
insurance  covering all  directors  and officers of the Company  against  claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The registrants hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933 (the "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) That, for the purposes of determining  any liability under
the Act, 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.

                  (4) 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.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 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

<PAGE>


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 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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the undersigned  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 Newton, State of Iowa, on the 26th day
of September, 2000.


                                          MAYTAG CORPORATION


                                        By: /s/ Lloyd D. Ward
                                           -------------------------------------
                                            Lloyd D. Ward
                                            Chairman and Chief Executive Officer




                                POWER OF ATTORNEY

                  We,  the   undersigned   officers  and   directors  of  Maytag
Corporation, hereby severally constitute Frederick G. Wohlschlaeger and Patricia
Martin,  and each of them singly,  our true and lawful attorneys with full power
to  them,  and  each of them  singly,  to sign  for us and in our  names  in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all  amendments  (including  post-effective  amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities  indicated below to enable Maytag Corporation to comply
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant  to the  Securities  Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the 26th day of September, 2000.


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


/s/ Lloyd D. Ward
_________________________________       Chairman, Chief Executive Officer, and
         Lloyd D. Ward                  Director (Principal Executive Officer)

/s/ Frederick G. Wohlschlaeger
_________________________________       Acting Chief Financial Officer
  Frederick G. Wohlschlaeger            (Principal Financial Officer)

/s/ Steven H. Wood
_________________________________       Vice President, Financial Reporting and
        Steven H. Wood                  Audit (Principal Accounting Officer)



<PAGE>




/s/ Barbara R. Allen
_________________________________       Director
       Barbara R. Allen

/s/ Howard L. Clark, Jr.
_______________________________         Director
     Howard L. Clark, Jr.

/s/ Lester Crown
_________________________________       Director
         Lester Crown

/s/ Wayland R. Hicks
_________________________________       Director
       Wayland R. Hicks

/s/ William T. Kerr
_________________________________       Director
        William T. Kerr

/s/ Bernard G. Rethore
_________________________________       Director
      Bernard G. Rethore

/s/ W. Ann Reynolds
_________________________________       Director
        W. Ann Reynolds

/s/ John A. Sivright
_________________________________       Director
       John A. Sivright

/s/ Neele E. Stearns, Jr.
_________________________________       Director
     Neele E. Stearns, Jr.

/s/ Fred G. Steingraber
_________________________________       Director
      Fred G. Steingraber

/s/ Carole J. Uhrich
_________________________________       Director
       Carole J. Uhrich




<PAGE>


                                  EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

      5            Opinion (including consent) of McDermott, Will & Emery.*

     23.1          Consent of Ernst & Young LLP.*


*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16332}]
{"company-data": {"conformed-name": "MAYTAG CORP", "cik": "0000063541", "assigned-sic": "3630", "irs-number": "420401785", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46752", "film-number": "729906"}, "business-address": {"street1": "403 W 4TH ST N", "city": "NEWTON", "state": "IA", "zip": "50208", "phone": "5157928000"}, "mail-address": {"street1": "403 W. 4TH STREET NW", "city": "NEWTON", "state": "IA", "zip": "50208"}, "former-company": {"former-conformed-name": "MAYTAG CO", "date-changed": "19870602"}}
As filed with the Securities and Exchange Commission on September __, 2000.
                                                     Registration No. 333-______
================================================================================

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

                             ----------------------
                               MAYTAG CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   42-0401785
    (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                    Identification No.)

                          403 WEST FOURTH STREET NORTH
                               NEWTON, IOWA 50208
                    (Address of Principal Executive Offices)

                     2000 EMPLOYEE STOCK INCENTIVE PLAN AND
                 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

         FREDERICK G. WOHLSCHLAEGER                  Telephone number,
           SENIOR VICE PRESIDENT,                  including area code,
               GENERAL COUNSEL                     of agent for service:
                AND SECRETARY                         (641) 787-7040
             MAYTAG CORPORATION
        403 WEST FOURTH STREET NORTH
             NEWTON, IOWA 50208
   (Name and Address of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
         Title of                                      Maximum         Maximum
        Securities                  Amount            Offering        Aggregate        Amount of
           to be                     to be              Price         Offering       Registration
        Registered                Registered(1)      Per Share(2)      Price(2)           Fee

-----------------------------------------------------------------------------------------------------
Common Stock, par value $1.25,   3,966,000 Shares     $30.96875    $122,822,063        $32,426
including Preferred Stock
Purchase Rights (3,4)

------------------------------------------------------------------------------------------------------
1  An   undetermined   number  of  additional   shares  may  be  issued  if  the
   anti-dilution adjustment provisions of the plans become operative.

2  Estimated  solely for the  purpose of  calculating  the  registration  fee in
   accordance  with rule 457(c) and (h) under the  Securities Act of 1933 on the
   basis of the  average  of the  high and low  prices  of the  Common  Stock as
   reported on the New York Stock Exchange on September 26, 2000.

3  Prior to the  occurrence  of certain  events,  the Preferred  Stock  Purchase
   Rights will not be evidenced separately from the Common Stock.

4  Includes an indeterminate  number of interests related to the Common Stock to
   be  issued  under the  plans,  all of which  are  generally  nontransferable,
   including stock options and stock equivalents.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

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

                           (1) The  Annual  Report  of Maytag  Corporation  (the
"Company")  on Form 10-K for the fiscal year ended  December  31, 1999 which has
heretofore been filed by the Company with the Securities and Exchange Commission
(the "Commission")  pursuant tot he Securities  Exchange Act of 1934, as amended
(the "1934 Act").

                           (2) The Company's  Quarterly  Report on Form 10-Q for
the quarter period ended March 31, 2000 which has  heretofore  been filed by the
Company with the Commission pursuant to the 1934 Act.

                           (3) The Company's  Quarterly  Report on Form 10-Q for
the quarter  period ended June 30, 2000 which has  heretofore  been filed by the
Company with the Commission pursuant to the 1934 Act.

                           (4) The  description  of the  Company's  Common Stock
contained  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.

                           (5) The description of the Company's  Preferred Stock
Purchase Rights contained in the Company's  Registration  Statement on Form 8-A,
as amended, filed with the Commission pursuant to Section 12 of the 1934 Act.

                  All documents  subsequently  filed by the Company  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 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  (such  documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents");   provided,   however,  that  the  documents  enumerated  above  or
subsequently filed by the registrants  pursuant to Section 13(a),  13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 in each  year  during  which the
offering  made by this  registration  statement is in effect prior to the filing
with the Commission of the registrants'  Annual Reports covering such year shall
not  be  Incorporated   Documents  or  be  incorporated  by  reference  in  this
registration  statement  or be a part  hereof  from and after the filing of such
Annual Reports.

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

                  The  securities  to be offered are  registered  under  Section
12(b) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

                  Section 145 of the Delaware  General  Corporation  Law and the
By-laws of the Company provide for indemnification of directors and officers for
expenses (including reasonable amounts paid in settlement) incurred in defending
actions brought against them.
The Company's Restated Certificate of Incorporation contains a
provision that eliminates,  to the fullest extent permitted by Delaware law, the
personal  liability  of each  director  of the  Company to the  Company  and its
shareholders  for monetary  damages for certain breaches of fiduciary duty. This
provision  does not affect the  director's  liability  for monetary  damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing
violation of law or  intentional  misconduct,  willful or  negligent  conduct in
approving an unlawful  dividend,  stock  repurchase  or  redemption or obtaining
improper  personal  benefits,  nor does this provision  eliminate the ability to
bring suit to rescind a  transaction  or to enjoin a proposed  transaction  from
occurring. In addition, this provision applies only to claims against a director
arising out of his role as a director  and not,  if he is also an  officer,  his
role as an officer or in any other capacity,  nor to his responsibilities  under
any other law, such as the federal securities laws.

                  The By-laws of the Company provide that directors and officers
shall be  indemnified  and held  harmless by the  Company to the fullest  extent
permitted by the laws of Delaware as the same now or hereafter exist.

                  The  Company  maintains   directors  and  officers   liability
insurance  covering all  directors  and officers of the Company  against  claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

Item 8.  Exhibits.
         --------

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

                  The registrants hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933 (the "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) That, for the purposes of determining  any liability under
the Act, 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.

                  (4) 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.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 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  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the undersigned  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 Newton, State of Iowa, on the 26th day
of September, 2000.

                                          MAYTAG CORPORATION

                                        By: /s/ Lloyd D. Ward
                                           -------------------------------------
                                            Lloyd D. Ward
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

                  We,  the   undersigned   officers  and   directors  of  Maytag
Corporation, hereby severally constitute Frederick G. Wohlschlaeger and Patricia
Martin,  and each of them singly,  our true and lawful attorneys with full power
to  them,  and  each of them  singly,  to sign  for us and in our  names  in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all  amendments  (including  post-effective  amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities  indicated below to enable Maytag Corporation to comply
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant  to the  Securities  Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the 26th day of September, 2000.

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

/s/ Lloyd D. Ward
_________________________________       Chairman, Chief Executive Officer, and
         Lloyd D. Ward                  Director (Principal Executive Officer)

/s/ Frederick G. Wohlschlaeger
_________________________________       Acting Chief Financial Officer
  Frederick G. Wohlschlaeger            (Principal Financial Officer)

/s/ Steven H. Wood
_________________________________       Vice President, Financial Reporting and
        Steven H. Wood                  Audit (Principal Accounting Officer)
/s/ Barbara R. Allen
_________________________________       Director
       Barbara R. Allen

/s/ Howard L. Clark, Jr.
_______________________________         Director
     Howard L. Clark, Jr.

/s/ Lester Crown
_________________________________       Director
         Lester Crown

/s/ Wayland R. Hicks
_________________________________       Director
       Wayland R. Hicks

/s/ William T. Kerr
_________________________________       Director
        William T. Kerr

/s/ Bernard G. Rethore
_________________________________       Director
      Bernard G. Rethore

/s/ W. Ann Reynolds
_________________________________       Director
        W. Ann Reynolds

/s/ John A. Sivright
_________________________________       Director
       John A. Sivright

/s/ Neele E. Stearns, Jr.
_________________________________       Director
     Neele E. Stearns, Jr.

/s/ Fred G. Steingraber
_________________________________       Director
      Fred G. Steingraber

/s/ Carole J. Uhrich
_________________________________       Director
       Carole J. Uhrich
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

      5            Opinion (including consent) of McDermott, Will & Emery.*

     23.1          Consent of Ernst & Young LLP.*

*Filed herewith