As filed with the Securities and Exchange Commission on June 6, 2000.
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                    BURNS INTERNATIONAL SERVICES CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                        13-3408028
  (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

                            200 SOUTH MICHIGAN AVENUE
                             CHICAGO, ILLINOIS 60604
                    (Address of Principal Executive Offices)

                    Non-Affiliate Director Stock Option Plan
                            1999 Stock Incentive Plan
                          Employee Stock Purchase Plan
                  Directors and Executive Officers Stock Plans
                            (Full Title of the Plans)

                               ROBERT E. T. LACKEY
             VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                    BURNS INTERNATIONAL SERVICES CORPORATION
                            200 SOUTH MICHIGAN AVENUE
                             CHICAGO, ILLINOIS 60604
                     (Name and Address of Agent For Service)

                                 (312) 322-8500
          (Telephone number, including area code, 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              1,486,000 Shares          $12         $17,832,000        $4,708
$.01 per share), including
Series A Participating Cumulative
Preferred Stock Purchase Rights(3)

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 June 1, 2000.

3 Prior  to the  occurrence  of  certain  events,  the  Series  A  Participating
  Cumulative  Preferred Stock Purchase  Rights will not be evidenced  separately
  from the Common  Stock.  Also  includes an  indeterminate  number of interests
  related  to the  Common  Stock to be issued  under the Plan,  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:

                  (a)  The  Annual  Report  of  Burns   International   Services
         Corporation  (the  "Company") on Form 10-K for the year ended  December
         31,  1999,  which has  heretofore  been filed by the  Company  with the
         Securities and Exchange  Commission (the "Commission")  pursuant to the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

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

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

                  (d) The  description of the Company's  Series A  Participating
         Cumulative   Preferred  Stock  Purchase  Rights  is  contained  in  the
         Company's  Registration Statement on Form 8-A filed with the Commission
         on November 5, 1999.

                  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 registrant  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 registrant's Annual Report on Form 10-K 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 Report on Form 10-K.

                  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(g) of the 1934 Act.

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

                  Not applicable.


<PAGE>

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   Amended   and   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 Amended and Restated  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 registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement 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) 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.

                  (4) 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  1934 Act (and  where  applicable  each  filing  of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.


<PAGE>

                   (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.



<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 Chicago,  State of Illinois,  on the
6th day of June, 2000.

                                            BURNS INTERNATIONAL SERVICES
                                            CORPORATION


                                            By: /s/ John A. Edwardson
                                                --------------------------
                                                 John A. Edwardson
                                                 Chairman of the Board, Chief
                                                 Executive Officer and President


                                POWER OF ATTORNEY

                  We,  the   undersigned   officers   and   directors  of  Burns
International   Services  Corporation,   hereby  severally  constitute  John  A.
Edwardson and Robert E. T. Lackey,  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  Burns
International  Services  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 6th day of June, 2000.

         Signature                                         Title

/s/ John A. Edwardson                        Chairman of the Board, Chief
------------------------------------------   Executive Officer and President and
         John A. Edwardson                   Director (Principal Executive
                                             Officer)


/s/ Brian S. Cooper                          Treasurer
------------------------------------------   (Principal Financial and Accounting
         Brian S. Cooper                     Officer)


/s/ James J. Burke, Jr.                      Director
------------------------------------------
         James J. Burke, Jr.


/s/ Albert J. Fitzgibbons, III               Director
------------------------------------------
         Albert J. Fitzgibbons, III


/s/ Arthur F. Golden                         Director
------------------------------------------
         Arthur F. Golden


/s/ Dale W. Lang                             Director
------------------------------------------
         Dale W. Lang

<PAGE>

/s/ Terry L. Lengfelder                      Director
------------------------------------------
         Terry L. Lengfelder


/s/ Robert A. McCabe                         Director
------------------------------------------
         Robert A. McCabe


/s/ Andrew Mcnally IV                        Director
------------------------------------------
         Andrew McNally IV


/s/ Alexis P. Michas                         Director
------------------------------------------
         Alexis P. Michas


/s/ S. Jay Stewart                           Director
------------------------------------------
         S. Jay Stewart




<PAGE>


                                  EXHIBIT INDEX

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

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

     23.1                Consent of Deloitte & Touche LLP
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16043}]
{"company-data": {"conformed-name": "BURNS INTERNATIONAL SERVICES CORP", "cik": "0000817945", "assigned-sic": "7381", "irs-number": "133408028", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38658", "film-number": "649980"}, "business-address": {"street1": "200 S MICHIGAN AVE", "street2": "NULL", "city": "CHICAGO", "state": "IL", "zip": "60604", "phone": "3123228500"}, "mail-address": {"street1": "200 S. MICHIGAN AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60604"}, "former-company": [{"former-conformed-name": "BORG WARNER SECURITY CORP", "date-changed": "19930308"}, {"former-conformed-name": "BORG WARNER CORP /DE/", "date-changed": "19920703"}, {"former-conformed-name": "BORG WARNER HOLDINGS CORP", "date-changed": "19880328"}]}
As filed with the Securities and Exchange Commission on June 6, 2000.
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                    BURNS INTERNATIONAL SERVICES CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                        13-3408028
  (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

                            200 SOUTH MICHIGAN AVENUE
                             CHICAGO, ILLINOIS 60604
                    (Address of Principal Executive Offices)

                    Non-Affiliate Director Stock Option Plan
                            1999 Stock Incentive Plan
                          Employee Stock Purchase Plan
                  Directors and Executive Officers Stock Plans
                            (Full Title of the Plans)

                               ROBERT E. T. LACKEY
             VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                    BURNS INTERNATIONAL SERVICES CORPORATION
                            200 SOUTH MICHIGAN AVENUE
                             CHICAGO, ILLINOIS 60604
                     (Name and Address of Agent For Service)

                                 (312) 322-8500
          (Telephone number, including area code, 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              1,486,000 Shares          $12         $17,832,000        $4,708
$.01 per share), including
Series A Participating Cumulative
Preferred Stock Purchase Rights(3)

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 June 1, 2000.

3 Prior  to the  occurrence  of  certain  events,  the  Series  A  Participating
  Cumulative  Preferred Stock Purchase  Rights will not be evidenced  separately
  from the Common  Stock.  Also  includes an  indeterminate  number of interests
  related  to the  Common  Stock to be issued  under the Plan,  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:

                  (a)  The  Annual  Report  of  Burns   International   Services
         Corporation  (the  "Company") on Form 10-K for the year ended  December
         31,  1999,  which has  heretofore  been filed by the  Company  with the
         Securities and Exchange  Commission (the "Commission")  pursuant to the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

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

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

                  (d) The  description of the Company's  Series A  Participating
         Cumulative   Preferred  Stock  Purchase  Rights  is  contained  in  the
         Company's  Registration Statement on Form 8-A filed with the Commission
         on November 5, 1999.

                  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 registrant  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 registrant's Annual Report on Form 10-K 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 Report on Form 10-K.

                  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(g) 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   Amended   and   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 Amended and Restated  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 registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement 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) 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.

                  (4) 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  1934 Act (and  where  applicable  each  filing  of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.
(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 Chicago,  State of Illinois,  on the
6th day of June, 2000.

                                            BURNS INTERNATIONAL SERVICES
                                            CORPORATION

                                            By: /s/ John A. Edwardson
                                                --------------------------
                                                 John A. Edwardson
                                                 Chairman of the Board, Chief
                                                 Executive Officer and President

                                POWER OF ATTORNEY

                  We,  the   undersigned   officers   and   directors  of  Burns
International   Services  Corporation,   hereby  severally  constitute  John  A.
Edwardson and Robert E. T. Lackey,  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  Burns
International  Services  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 6th day of June, 2000.

         Signature                                         Title

/s/ John A. Edwardson                        Chairman of the Board, Chief
------------------------------------------   Executive Officer and President and
         John A. Edwardson                   Director (Principal Executive
                                             Officer)

/s/ Brian S. Cooper                          Treasurer
------------------------------------------   (Principal Financial and Accounting
         Brian S. Cooper                     Officer)

/s/ James J. Burke, Jr.                      Director
------------------------------------------
         James J. Burke, Jr.

/s/ Albert J. Fitzgibbons, III               Director
------------------------------------------
         Albert J. Fitzgibbons, III

/s/ Arthur F. Golden                         Director
------------------------------------------
         Arthur F. Golden

/s/ Dale W. Lang                             Director
------------------------------------------
         Dale W. Lang
/s/ Terry L. Lengfelder                      Director
------------------------------------------
         Terry L. Lengfelder

/s/ Robert A. McCabe                         Director
------------------------------------------
         Robert A. McCabe

/s/ Andrew Mcnally IV                        Director
------------------------------------------
         Andrew McNally IV

/s/ Alexis P. Michas                         Director
------------------------------------------
         Alexis P. Michas

/s/ S. Jay Stewart                           Director
------------------------------------------
         S. Jay Stewart
EXHIBIT INDEX

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

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

     23.1                Consent of Deloitte & Touche LLP