<PAGE>

      As filed with the Securities and Exchange Commission on September 6, 1996
                                                     Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                    --------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                    --------------
                                 VANSTAR CORPORATION
                (Exact name of registrant as specified in its charter)

         Delaware                                     94-2376431
(State or other jurisdiction                (I.R.S. employer identification
of incorporation or organization)                       number)

                                    -------------
                 5964 WEST LAS POSITAS, PLEASANTON, CALIFORNIA  94588
                       (Address of principal executive offices)

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

                                 VANSTAR CORPORATION
                        1993 STOCK OPTION/STOCK ISSUANCE PLAN
                               (Full title of the plan)

                                    -------------
                               H. CHRISTOPHER COVINGTON
                 Senior Vice President, General Counsel and Secretary
                                 Vanstar Corporation
                                5964 West Las Positas
                            Pleasanton, California  94588
                                    (510) 734-4000
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                    -------------
                                       Copy to:
                               Lawrence G. Graev, Esq.
                           O'Sullivan Graev & Karabell, LLP
                                 30 Rockefeller Plaza
                               New York, New York 10112
                                    (212) 408-2400

                          CALCULATION  OF REGISTRATION  FEE


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Title of securities to  Amount to be             Proposed maximum          Proposed maximum          Amount of
    be registered       registered              offering price per        aggregate offering       registration fee
                                                      share                    price(2)
- ----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                      <C>                      <C>
Common Stock; $.001     2,400,000 shares         (1)                      $14,309,462              $4,934
par value
- ----------------------------------------------------------------------------------------------------------------------

</TABLE>


(1)      The average offering price per share of Common Stock, $.001 par value
         (the "Common Stock"), of the Corporation issuable upon exercise of
         2,362,779 options granted prior to the date of filing of this
         Registration Statement is $5.75.  The maximum offering price per share
         of Common Stock issuable upon exercise of 37,221 options which may be
         granted after filing of this Registration Statement is $19.4375 and
         has been determined solely for the purpose of calculating the
         registration fee pursuant to Rules 457(c) and (h) under the Securities
         Act of 1933, as amended (the "Securities Act"), based on the average
         of the high and low prices for the Common Stock as quoted on the New
         York Stock Exchange on September 4, 1996.

(2)      The maximum aggregate offering price of 2,362,779 shares of Common
         Stock to be registered pursuant to this Registration Statement is
         $13,585,979.  The maximum aggregate offering price of 37,221 shares of
         Common Stock to be registered pursuant to this Registration Statement
         is $723,483 and has been determined solely for the purpose of
         calculating the registration fee pursuant to Rules 457(c) and (h)
         under the Securities Act, based on the average of the high and low
         prices for the Common Stock as quoted on the New York Stock Exchange
         on September 4, 1996.


<PAGE>

                                        PART I

                             INFORMATION REQUIRED IN THE
                               SECTION 10(a) PROSPECTUS

    The document(s) containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  Such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

              (a)  The following documents, which have been filed by Vanstar
Corporation, a Delaware corporation (the "Registrant"), with the Commission, are
incorporated herein by reference:

                   (i)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                   (ii)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since April 30, 1996.

                   (iii)  The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission
pursuant to the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

              (b)  In addition, all documents filed by the Registrant with the
Commission 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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Pursuant to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), Article VI of the Company's Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") eliminates the
liability of the Company's directors to the Company or its stockholders, except
for liabilities related to breach of duty of loyalty; actions not in good faith
and certain other liabilities.


                                         II-1
<PAGE>

         Section 145 of DGCL provides for indemnification by the Company of its
directors and officers.  In addition, Article IX, Section 1 of the Company's
By-laws requires the Company to indemnify any current or former director,
officer or employee to the fullest extent permitted by the DGCL.  In addition,
the Company has entered into indemnity agreements with its directors and certain
officers which obligate the Company to indemnify such directors and officers to
the fullest extent permitted by the DGCL.  The Company also maintains officers'
and directors' liability insurance, which insures against liabilities that
officers and directors of the Company may incur in such capacities.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.       EXHIBITS

Exhibit No.                  Description
- -----------                  -----------

    3.1       Restated Certificate of Incorporation of the Registrant (1)

    3.2       By-laws of the Registrant (1)

    4.1       1993 Stock Option/Stock Issuance Plan (1)

    4.2       Amendment No. 1 to 1993 Stock Option/Stock Issuance Plan

    4.3       Form of Stock Option Grant and Stock Option Purchase Agreement
              under the 1993 Stock Option/Stock Issuance Plan (1)

    5         Opinion of O'Sullivan Graev & Karabell, LLP special counsel to
              the Corporation (including the consent of such special counsel)
              regarding the legality of securities being offered

    23.1      Consent of O'Sullivan Graev & Karabell, LLP special counsel to
              the Corporation (included in its opinion filed as Exhibit 5
              hereto)


    23.2      Consent of Ernst & Young LLP, independent auditors



- -------------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-80297) as declared effective by
the Commission on March 8, 1996.

ITEM 9.            UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

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

                   (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;


                                         II-2

<PAGE>

                   (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                   (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a 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.


                                         II-3

<PAGE>


                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
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 Pleasanton, State of California, on this 6th day of
September, 1996.

                                  VANSTAR CORPORATION


                                  By:/s/ William Y. Tauscher
                                     ------------------------------------
                                     William Y. Tauscher
                                     Chairman of the Board, Chief Executive
                                       Officer and Director


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 6th day of September, 1996, by the
following persons in the capacities indicated.

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


                                       Chairman of the Board, Chief Executive
/s/ William Y. Tauscher                 Officer and Director (Principal
- ----------------------------------      Executive Officer)
          William Y. Tauscher


                                       Vice Chairman of the Board,
/s/ Jeffrey S. Rubin                    Chief Financial Officer and
- ----------------------------------      Director (Principal Financial
          Jeffrey S. Rubin              and Accounting Officer)


                                       President, Chief Operating Officer
/s/ Jay S. Amato                        and Director (Principal Executive
- ----------------------------------      Officer)
          Jay S. Amato


/s/ John W. Amerman                     Director
- ----------------------------------
          John W. Amerman


/s/ Richard H. Bard                     Director
- ----------------------------------
          Richard H. Bard


/s/ Stephen W. Fillo                    Director
- ----------------------------------
          Stephen W. Fillo


/s/ Stewart K.P. Gross                  Director
- ----------------------------------
          Stewart K. P. Gross



                                         II-4

<PAGE>


/s/ William H. Janeway                  Director
- ----------------------------------
          William H. Janeway


                                        Director
- ----------------------------------
          John R. Oltman


/s/ John L. Vogelstein                  Director
- ----------------------------------
        John L. Vogelstein


/s/ Josh S. Weston                      Director
- -----------------------------------
          Josh S. Weston





                                         II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16416}]
{"company-data": {"conformed-name": "VANSTAR CORP", "cik": "0001004939", "assigned-sic": "7373", "irs-number": "942376431", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11555", "film-number": "96626984"}, "business-address": {"street1": "5964 WEST LAS POSITAS BOULEVARD", "street2": "MAIL STOP J1 1F", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "5107344000"}, "mail-address": {"street1": "5964 WEST LAS POSITAS BLVD", "street2": "MAIL STOP J1 1F", "city": "PLEASANTON", "state": "CA", "zip": "94588"}}
As filed with the Securities and Exchange Commission on September 6, 1996
                                                     Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                    --------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                    --------------
                                 VANSTAR CORPORATION
                (Exact name of registrant as specified in its charter)

         Delaware                                     94-2376431
(State or other jurisdiction                (I.R.S. employer identification
of incorporation or organization)                       number)

                                    -------------
                 5964 WEST LAS POSITAS, PLEASANTON, CALIFORNIA  94588
                       (Address of principal executive offices)

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

                                 VANSTAR CORPORATION
                        1993 STOCK OPTION/STOCK ISSUANCE PLAN
                               (Full title of the plan)

                                    -------------
                               H. CHRISTOPHER COVINGTON
                 Senior Vice President, General Counsel and Secretary
                                 Vanstar Corporation
                                5964 West Las Positas
                            Pleasanton, California  94588
                                    (510) 734-4000
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                    -------------
                                       Copy to:
                               Lawrence G. Graev, Esq.
                           O'Sullivan Graev & Karabell, LLP
                                 30 Rockefeller Plaza
                               New York, New York 10112
                                    (212) 408-2400

                          CALCULATION  OF REGISTRATION  FEE
- ----------------------------------------------------------------------------------------------------------------------
Title of securities to  Amount to be             Proposed maximum          Proposed maximum          Amount of
    be registered       registered              offering price per        aggregate offering       registration fee
                                                      share                    price(2)
- ----------------------------------------------------------------------------------------------------------------------
Common Stock; $.001     2,400,000 shares         (1)                      $14,309,462              $4,934
par value
- ----------------------------------------------------------------------------------------------------------------------
(1)      The average offering price per share of Common Stock, $.001 par value
         (the "Common Stock"), of the Corporation issuable upon exercise of
         2,362,779 options granted prior to the date of filing of this
         Registration Statement is $5.75.  The maximum offering price per share
         of Common Stock issuable upon exercise of 37,221 options which may be
         granted after filing of this Registration Statement is $19.4375 and
         has been determined solely for the purpose of calculating the
         registration fee pursuant to Rules 457(c) and (h) under the Securities
         Act of 1933, as amended (the "Securities Act"), based on the average
         of the high and low prices for the Common Stock as quoted on the New
         York Stock Exchange on September 4, 1996.

(2)      The maximum aggregate offering price of 2,362,779 shares of Common
         Stock to be registered pursuant to this Registration Statement is
         $13,585,979.  The maximum aggregate offering price of 37,221 shares of
         Common Stock to be registered pursuant to this Registration Statement
         is $723,483 and has been determined solely for the purpose of
         calculating the registration fee pursuant to Rules 457(c) and (h)
         under the Securities Act, based on the average of the high and low
         prices for the Common Stock as quoted on the New York Stock Exchange
         on September 4, 1996.
PART I

                             INFORMATION REQUIRED IN THE
                               SECTION 10(a) PROSPECTUS

    The document(s) containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  Such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

              (a)  The following documents, which have been filed by Vanstar
Corporation, a Delaware corporation (the "Registrant"), with the Commission, are
incorporated herein by reference:

                   (i)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                   (ii)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since April 30, 1996.

                   (iii)  The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission
pursuant to the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

              (b)  In addition, all documents filed by the Registrant with the
Commission 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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Pursuant to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), Article VI of the Company's Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") eliminates the
liability of the Company's directors to the Company or its stockholders, except
for liabilities related to breach of duty of loyalty; actions not in good faith
and certain other liabilities.

                                         II-1
Section 145 of DGCL provides for indemnification by the Company of its
directors and officers.  In addition, Article IX, Section 1 of the Company's
By-laws requires the Company to indemnify any current or former director,
officer or employee to the fullest extent permitted by the DGCL.  In addition,
the Company has entered into indemnity agreements with its directors and certain
officers which obligate the Company to indemnify such directors and officers to
the fullest extent permitted by the DGCL.  The Company also maintains officers'
and directors' liability insurance, which insures against liabilities that
officers and directors of the Company may incur in such capacities.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.       EXHIBITS

Exhibit No.                  Description
- -----------                  -----------

    3.1       Restated Certificate of Incorporation of the Registrant (1)

    3.2       By-laws of the Registrant (1)

    4.1       1993 Stock Option/Stock Issuance Plan (1)

    4.2       Amendment No. 1 to 1993 Stock Option/Stock Issuance Plan

    4.3       Form of Stock Option Grant and Stock Option Purchase Agreement
              under the 1993 Stock Option/Stock Issuance Plan (1)

    5         Opinion of O'Sullivan Graev & Karabell, LLP special counsel to
              the Corporation (including the consent of such special counsel)
              regarding the legality of securities being offered

    23.1      Consent of O'Sullivan Graev & Karabell, LLP special counsel to
              the Corporation (included in its opinion filed as Exhibit 5
              hereto)

    23.2      Consent of Ernst & Young LLP, independent auditors

- -------------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-80297) as declared effective by
the Commission on March 8, 1996.

ITEM 9.            UNDERTAKINGS

         (a)  The undersigned Registrant hereby undertakes:

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

                   (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                                         II-2
(ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                   (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a 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.

                                         II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
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 Pleasanton, State of California, on this 6th day of
September, 1996.

                                  VANSTAR CORPORATION

                                  By:/s/ William Y. Tauscher
                                     ------------------------------------
                                     William Y. Tauscher
                                     Chairman of the Board, Chief Executive
                                       Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 6th day of September, 1996, by the
following persons in the capacities indicated.

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

                                       Chairman of the Board, Chief Executive
/s/ William Y. Tauscher                 Officer and Director (Principal
- ----------------------------------      Executive Officer)
          William Y. Tauscher

                                       Vice Chairman of the Board,
/s/ Jeffrey S. Rubin                    Chief Financial Officer and
- ----------------------------------      Director (Principal Financial
          Jeffrey S. Rubin              and Accounting Officer)

                                       President, Chief Operating Officer
/s/ Jay S. Amato                        and Director (Principal Executive
- ----------------------------------      Officer)
          Jay S. Amato

/s/ John W. Amerman                     Director
- ----------------------------------
          John W. Amerman

/s/ Richard H. Bard                     Director
- ----------------------------------
          Richard H. Bard

/s/ Stephen W. Fillo                    Director
- ----------------------------------
          Stephen W. Fillo

/s/ Stewart K.P. Gross                  Director
- ----------------------------------
          Stewart K. P. Gross

                                         II-4
/s/ William H. Janeway                  Director
- ----------------------------------
          William H. Janeway

                                        Director
- ----------------------------------
          John R. Oltman

/s/ John L. Vogelstein                  Director
- ----------------------------------
        John L. Vogelstein

/s/ Josh S. Weston                      Director
- -----------------------------------
          Josh S. Weston

                                         II-5