<PAGE>
 
     As filed with the Securities and Exchange Commission on February 5, 1999
                                              Registration No. 333-
 -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                            -----------------------   

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

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

               ------------------------------------------------
                                        
MASSACHUSETTS                                                   04-2471221
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                                               
100 FEDERAL STREET, BOSTON, MASSACHUSETTS                  02110
 (Address of Principal Executive Offices)               (Zip Code)

                      1998 STOCK OPTION PLAN FOR EMPLOYEES
                     OF BANCBOSTON ROBERTSON STEPHENS INC.
                            (Full title of the plan)
                                        
                            -----------------------   
                                        

      GARY A. SPIESS, ESQ.                            JANICE B. LIVA, ESQ.
    Executive Vice President,                       Assistant General Counsel 
    General Counsel and Clerk                         and Assistant Clerk
     BANKBOSTON CORPORATION                          BANKBOSTON CORPORATION
      100 Federal Street                              100 Federal Street
   Boston, Massachusetts 02110                    Boston, Massachusetts 02110
          617-434-2870                                    617-434-8630
        (Names, addresses and telephone numbers, including area codes, 
                            of agents for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>                                                                          
=========================================================================================================
                                                                          Proposed 
                                                      Proposed            Maximum          
                                    Amount            Maximum            Aggregate           Amount of
Title of Securities                  to be         Offering Price        Offering          Registration
  to be Registered                Registered        Per Unit (1)         Price  (1)           Fee (1)      
---------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>                <C>
Common Stock, par value      
$1.00 per share (2)            8,200,000 shares      $35.5625          $291,612,500          $81,069
=========================================================================================================
</TABLE>

     (1) Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(c) based on the average of the high and low prices
         of the Common Stock on February 3, 1999, as reported on the
         consolidated reporting system.

     (2) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
         certain events, the Rights will not be exercisable or evidenced
         separately from the Common Stock.
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       BankBoston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

       a.  The Corporation's latest annual report filed pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
           (the "Exchange Act");

       b.  All other reports filed by the Corporation pursuant to Section 13(a)
           or 15(d) of the Exchange Act since the end of the fiscal year covered
           by the annual report referred to in (a) above;

       c.  The description of the Corporation's common stock (the "Common
           Stock") contained in the Corporation's registration statement filed
           under Section 12 of the Exchange Act, including any amendment or
           report filed for the purpose of updating such description; and

       d.  The description of the Corporation's Preferred Stock Purchase Rights
           contained in the Corporation's registration statement on Form 8-A
           dated July 2, 1990, including any amendment or report filed for the
           purpose of updating such description.

       All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 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 herein and to be a part hereof from the date of filing
of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

       The validity of the shares of Common Stock offered herein has been passed
upon for the Corporation by Gary A. Spiess, General Counsel of the Corporation,
100 Federal Street, Boston, Massachusetts 02110.  Mr. Spiess is also an officer
of certain other subsidiaries of the Corporation.  As of December 31, 1998, 
Mr. Spiess had a direct or indirect interest in 90,823 shares of Common Stock
and had options to purchase an additional 96,264 shares, of which options to
purchase 64,027 shares will be exercisable within 60 days after December 31,
1998.

                                      -2-
<PAGE>
 
Item 6.  Indemnification of Directors and Officers.

       Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (a) the articles of
organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
the holders of a majority of the shares of stock entitled to vote on the
election of directors.

       The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a wholly-
owned subsidiary of the Corporation, and to directors of wholly-owned
subsidiaries of the Corporation, for liability resulting from judgments, fines,
expenses or settlement amounts incurred in connection with any action, including
an action by or in the right of the Corporation, brought against such person in
such capacity.  Under Massachusetts law and the By-Laws, no indemnification may
be provided for any person with respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of the
Corporation or of such subsidiary.  The By-Laws also provide that, with respect
to any matter disposed of by a compromise payment by such director or officer
pursuant to a consent decree or otherwise, no indemnification shall be provided
unless such indemnification shall be ordered by a court or such compromise shall
be approved as being in the best interest of the Corporation, after notice that
it involves such indemnification: (a) by a disinterested majority of the
directors then in office, (b) by a majority of the disinterested directors then
in office, provided that there has been obtained an opinion in writing of
independent counsel to the effect that such person appears to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of the Corporation or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, exclusive of any stock owned by any
interested director or officer.  Under Massachusetts law, a court may uphold
indemnification in connection with a suit in which there is a recovery by or in
the right of the corporation.

       The By-Laws also provide for indemnification for all other officers of
the Corporation's wholly-owned subsidiaries to the extent authorized by the
Board of Directors in each individual case, based on the same statutory standard
set forth in the preceding paragraph.  Where such a person is wholly successful
in defending the claim, he or she shall be entitled to indemnification.
Directors and officers of other subsidiaries and employees and agents of the
Corporation and any subsidiaries may be indemnified as determined by the Board
from time to time.

       In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      -3-
<PAGE>
 
Item 8. Exhibits.

        5      Opinion of Gary A. Spiess, Esq., as to the validity of the 
               shares of Common Stock offered herein.

        23(a)  Consent of Gary A. Spiess, Esq. (included in Exhibit 5).

        23(b)  Consent of PricewaterhouseCoopers LLP

        24     Power of Attorney of certain officers and directors.

Item 9. Undertakings.

        The Corporation hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                to include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;
      
        (2)     That, for the purpose of determining any liability under the
                Securities Act of 1933, as amended (the "Securities Act"), each
                such post-effective amendment shall be deemed to be a new
                registration statement relating to the securities offered
                therein, and the offering of such securities at that time shall
                be deemed to be the initial bona fide offering thereof.
      
        (3)     To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

       The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the 

                                      -4-
<PAGE>
 
securities being registered, the Corporation 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 Securities 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, the
Corporation 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 Boston, Commonwealth of Massachusetts, on the
5th day of February, 1999.


                                 BANKBOSTON CORPORATION


                                 By:       /s/ Gary A. Spiess
                                     -----------------------------------
                                               (Gary A. Spiess)
                                     (Executive Vice President, General
                                     Counsel and Clerk)



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

<TABLE>
<CAPTION>
           Signature                              Title                            Date
           ---------                              -----                            ---- 
<S>                                        <C>                             <C>
                                           Chairman and Chief          
       CHARLES K. GIFFORD*                 Executive Officer (Chief           February 5, 1999
----------------------------------         Executive Officer)                           
      (Charles K. Gifford)                                                          

                                                                              
   HENRIQUE de Campos MEIRELLES*           President and Chief                February 5, 1999
----------------------------------         Operating Officer and
  (Henrique de Campos Meirelles)           Director

                                                                              
      SUSANNAH M. SWIHART*                 Vice Chairman, Chief               February 5, 1999
----------------------------------         Financial Officer and              
     (Susannah M. Swihart)                 Treasurer (Chief Financial         
                                           Officer)                           
                                                                              
                                                                              
     ROBERT T. JEFFERSON*                  Comptroller (Chief Accounting      February 5, 1999
----------------------------------         Officer)                           
     (Robert T. Jefferson)                    
</TABLE> 

                                      -6-
<PAGE>
 
<TABLE>
<CAPTION>
           Signature                              Title                            Date
           ---------                              -----                            ---- 
<S>                                        <C>                             <C>
         WAYNE A. BUDD*                    Director                           February 5, 1999
----------------------------------         
       (Wayne A. Budd)                            


      WILLIAM F. CONNELL*                  Director                           February 5, 1999
----------------------------------         
      (William F. Connell)                       


       GARY L. COUNTRYMAN*                 Director                           February 5, 1999
----------------------------------         
      (Gary L. Countrymanl)                      


     WILLIAM M.CROZIER, Jr.*               Director                           February 5, 1999
----------------------------------         
    (William M. Crozier, Jr.)                  


        ALICE F. EMERSON*                  Director                           February 5, 1999
----------------------------------         
       (Alice F. Emerson)                         


         THOMAS J. MAY*                    Director                           February 5, 1999
----------------------------------         
       (Thomas J. May)                            


       DONALD F. MCHENRY*                  Director                           February 5, 1999
----------------------------------         
      (Donald F. McHenry)                        


        PAUL C. O'BRIEN*                   Director                           February 5, 1999
----------------------------------         
       (Paul C. O'Brien)                          


       THOMAS R. PIPER*                    Director                           February 5, 1999
----------------------------------         
      (Thomas R. Piper)                          


      FRANCENE S. RODGERS*                 Director                           February 5, 1999
----------------------------------         
     (Francene S. Rodgers)                   


----------------------------------         Director                           February  , 1999
         (John W. Rowe)                             


         GLENN P. STREHLE*                 Director                           February 5, 1999
----------------------------------         
        (Glenn P. Strehle)                         


      WILLIAM C. VAN FAASEN*               Director                           February 5, 1999
----------------------------------         
     (William C. Van Faasen)                    


        THOMAS B. WHEELER*                 Director                           February 5, 1999
----------------------------------         
       (Thomas B. Wheeler)                        


       ALFRED M. ZEIEN*                    Director                           February 5, 1999
----------------------------------         
       (Alfred M. Zeien)                          


*By:  /s/ GARY A. SPIESS                   
     ----------------------------------    
     (Gary A. Spiess, Attorney-in-Fact)    
</TABLE> 

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19051}]
{"company-data": {"conformed-name": "BANKBOSTON CORP", "cik": "0000036672", "assigned-sic": "6021", "irs-number": "042471221", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71867", "film-number": "99522490"}, "business-address": {"street1": "100 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174342200"}, "former-company": [{"former-conformed-name": "BANK OF BOSTON CORP", "date-changed": "19920703"}, {"former-conformed-name": "FIRST NATIONAL BOSTON CORP", "date-changed": "19830414"}]}
As filed with the Securities and Exchange Commission on February 5, 1999
                                              Registration No. 333-
 -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                            -----------------------   

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

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

               ------------------------------------------------
                                        
MASSACHUSETTS                                                   04-2471221
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)
                                               
100 FEDERAL STREET, BOSTON, MASSACHUSETTS                  02110
 (Address of Principal Executive Offices)               (Zip Code)

                      1998 STOCK OPTION PLAN FOR EMPLOYEES
                     OF BANCBOSTON ROBERTSON STEPHENS INC.
                            (Full title of the plan)
                                        
                            -----------------------   
                                        

      GARY A. SPIESS, ESQ.                            JANICE B. LIVA, ESQ.
    Executive Vice President,                       Assistant General Counsel 
    General Counsel and Clerk                         and Assistant Clerk
     BANKBOSTON CORPORATION                          BANKBOSTON CORPORATION
      100 Federal Street                              100 Federal Street
   Boston, Massachusetts 02110                    Boston, Massachusetts 02110
          617-434-2870                                    617-434-8630
        (Names, addresses and telephone numbers, including area codes, 
                            of agents for service)

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

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                                          Proposed 
                                                      Proposed            Maximum          
                                    Amount            Maximum            Aggregate           Amount of
Title of Securities                  to be         Offering Price        Offering          Registration
  to be Registered                Registered        Per Unit (1)         Price  (1)           Fee (1)      
---------------------------------------------------------------------------------------------------------
Common Stock, par value      
$1.00 per share (2)            8,200,000 shares      $35.5625          $291,612,500          $81,069
=========================================================================================================
(1) Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(c) based on the average of the high and low prices
         of the Common Stock on February 3, 1999, as reported on the
         consolidated reporting system.

     (2) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
         certain events, the Rights will not be exercisable or evidenced
         separately from the Common Stock.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       BankBoston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

       a.  The Corporation's latest annual report filed pursuant to Section
           13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
           (the "Exchange Act");

       b.  All other reports filed by the Corporation pursuant to Section 13(a)
           or 15(d) of the Exchange Act since the end of the fiscal year covered
           by the annual report referred to in (a) above;

       c.  The description of the Corporation's common stock (the "Common
           Stock") contained in the Corporation's registration statement filed
           under Section 12 of the Exchange Act, including any amendment or
           report filed for the purpose of updating such description; and

       d.  The description of the Corporation's Preferred Stock Purchase Rights
           contained in the Corporation's registration statement on Form 8-A
           dated July 2, 1990, including any amendment or report filed for the
           purpose of updating such description.

       All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 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 herein and to be a part hereof from the date of filing
of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

       The validity of the shares of Common Stock offered herein has been passed
upon for the Corporation by Gary A. Spiess, General Counsel of the Corporation,
100 Federal Street, Boston, Massachusetts 02110.  Mr. Spiess is also an officer
of certain other subsidiaries of the Corporation.  As of December 31, 1998, 
Mr. Spiess had a direct or indirect interest in 90,823 shares of Common Stock
and had options to purchase an additional 96,264 shares, of which options to
purchase 64,027 shares will be exercisable within 60 days after December 31,
1998.

                                      -2-
Item 6.  Indemnification of Directors and Officers.

       Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (a) the articles of
organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
the holders of a majority of the shares of stock entitled to vote on the
election of directors.

       The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a wholly-
owned subsidiary of the Corporation, and to directors of wholly-owned
subsidiaries of the Corporation, for liability resulting from judgments, fines,
expenses or settlement amounts incurred in connection with any action, including
an action by or in the right of the Corporation, brought against such person in
such capacity.  Under Massachusetts law and the By-Laws, no indemnification may
be provided for any person with respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of the
Corporation or of such subsidiary.  The By-Laws also provide that, with respect
to any matter disposed of by a compromise payment by such director or officer
pursuant to a consent decree or otherwise, no indemnification shall be provided
unless such indemnification shall be ordered by a court or such compromise shall
be approved as being in the best interest of the Corporation, after notice that
it involves such indemnification: (a) by a disinterested majority of the
directors then in office, (b) by a majority of the disinterested directors then
in office, provided that there has been obtained an opinion in writing of
independent counsel to the effect that such person appears to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of the Corporation or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, exclusive of any stock owned by any
interested director or officer.  Under Massachusetts law, a court may uphold
indemnification in connection with a suit in which there is a recovery by or in
the right of the corporation.

       The By-Laws also provide for indemnification for all other officers of
the Corporation's wholly-owned subsidiaries to the extent authorized by the
Board of Directors in each individual case, based on the same statutory standard
set forth in the preceding paragraph.  Where such a person is wholly successful
in defending the claim, he or she shall be entitled to indemnification.
Directors and officers of other subsidiaries and employees and agents of the
Corporation and any subsidiaries may be indemnified as determined by the Board
from time to time.

       In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      -3-
Item 8. Exhibits.

        5      Opinion of Gary A. Spiess, Esq., as to the validity of the 
               shares of Common Stock offered herein.

        23(a)  Consent of Gary A. Spiess, Esq. (included in Exhibit 5).

        23(b)  Consent of PricewaterhouseCoopers LLP

        24     Power of Attorney of certain officers and directors.

Item 9. Undertakings.

        The Corporation hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                to include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;
      
        (2)     That, for the purpose of determining any liability under the
                Securities Act of 1933, as amended (the "Securities Act"), each
                such post-effective amendment shall be deemed to be a new
                registration statement relating to the securities offered
                therein, and the offering of such securities at that time shall
                be deemed to be the initial bona fide offering thereof.
      
        (3)     To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

       The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the 

                                      -4-
securities being registered, the Corporation 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 Securities Act and will be governed by
the final adjudication of such issue.

                                      -5-
SIGNATURES
                                        
       Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Boston, Commonwealth of Massachusetts, on the
5th day of February, 1999.

                                 BANKBOSTON CORPORATION

                                 By:       /s/ Gary A. Spiess
                                     -----------------------------------
                                               (Gary A. Spiess)
                                     (Executive Vice President, General
                                     Counsel and Clerk)

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                              Title                            Date
           ---------                              -----                            ----
Chairman and Chief          
       CHARLES K. GIFFORD*                 Executive Officer (Chief           February 5, 1999
----------------------------------         Executive Officer)                           
      (Charles K. Gifford)                                                          

                                                                              
   HENRIQUE de Campos MEIRELLES*           President and Chief                February 5, 1999
----------------------------------         Operating Officer and
  (Henrique de Campos Meirelles)           Director

                                                                              
      SUSANNAH M. SWIHART*                 Vice Chairman, Chief               February 5, 1999
----------------------------------         Financial Officer and              
     (Susannah M. Swihart)                 Treasurer (Chief Financial         
                                           Officer)                           
                                                                              
                                                                              
     ROBERT T. JEFFERSON*                  Comptroller (Chief Accounting      February 5, 1999
----------------------------------         Officer)                           
     (Robert T. Jefferson)
-6-
Signature                              Title                            Date
           ---------                              -----                            ----
WAYNE A. BUDD*                    Director                           February 5, 1999
----------------------------------         
       (Wayne A. Budd)                            

      WILLIAM F. CONNELL*                  Director                           February 5, 1999
----------------------------------         
      (William F. Connell)                       

       GARY L. COUNTRYMAN*                 Director                           February 5, 1999
----------------------------------         
      (Gary L. Countrymanl)                      

     WILLIAM M.CROZIER, Jr.*               Director                           February 5, 1999
----------------------------------         
    (William M. Crozier, Jr.)                  

        ALICE F. EMERSON*                  Director                           February 5, 1999
----------------------------------         
       (Alice F. Emerson)                         

         THOMAS J. MAY*                    Director                           February 5, 1999
----------------------------------         
       (Thomas J. May)                            

       DONALD F. MCHENRY*                  Director                           February 5, 1999
----------------------------------         
      (Donald F. McHenry)                        

        PAUL C. O'BRIEN*                   Director                           February 5, 1999
----------------------------------         
       (Paul C. O'Brien)                          

       THOMAS R. PIPER*                    Director                           February 5, 1999
----------------------------------         
      (Thomas R. Piper)                          

      FRANCENE S. RODGERS*                 Director                           February 5, 1999
----------------------------------         
     (Francene S. Rodgers)                   

----------------------------------         Director                           February  , 1999
         (John W. Rowe)                             

         GLENN P. STREHLE*                 Director                           February 5, 1999
----------------------------------         
        (Glenn P. Strehle)                         

      WILLIAM C. VAN FAASEN*               Director                           February 5, 1999
----------------------------------         
     (William C. Van Faasen)                    

        THOMAS B. WHEELER*                 Director                           February 5, 1999
----------------------------------         
       (Thomas B. Wheeler)                        

       ALFRED M. ZEIEN*                    Director                           February 5, 1999
----------------------------------         
       (Alfred M. Zeien)                          

*By:  /s/ GARY A. SPIESS                   
     ----------------------------------    
     (Gary A. Spiess, Attorney-in-Fact)
-7-