<PAGE>

     As filed with the Securities and Exchange Commission on June 24, 1997.

                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

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

                DELAWARE                               41-1591444
     (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)                identification no.)

            801 MARQUETTE AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402
          (Address of principal executive offices, including zip code)

            WINTHROP RESOURCES CORPORATION 1992 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                GREGORY J. PULLES
                  VICE CHAIRMAN, GENERAL COUNSEL AND SECRETARY
                            TCF FINANCIAL CORPORATION
                           801 MARQUETTE AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 661-6500
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        PROPOSED       PROPOSED
                                         MAXIMUM        MAXIMUM
                          AMOUNT        OFFERING       AGGREGATE     AMOUNT OF
TITLE OF SECURITIES        TO BE          PRICE        OFFERING    REGISTRATION
TO BE REGISTERED        REGISTERED    PER SHARE(2)     PRICE(2)         FEE
--------------------------------------------------------------------------------
Common Stock,
 $.01 par value (1)   349,082 shares    $47.4375      $16,559,577     $5,019
--------------------------------------------------------------------------------

(1)  Includes Preferred Share Purchase Rights to purchase Series A Junior
     Participating Preferred Stock which currently are not separable from the
     common stock and are not exercisable.

(2)  Pursuant to Rule 457(c), the per share price is estimated, solely for the
     purpose of determining the registration fee, based upon the average of the
     high and low prices for such common stock on June 17, 1997 as reported by
     the New York Stock Exchange.

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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by TCF Financial Corporation
("TCF") (File No. 0-16431) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and are incorporated by reference herein:

     a.   TCF's Annual Report on Form 10-K for the fiscal year ended December
          31, 1996;

     b.   TCF's Quarterly Report on Form 10-Q for the quarter ended March 31,
          1997;

     c.   TCF's Current Reports on Form 8-K dated January 27, 1997, February 19,
          1997, March 5, 1997, March 21, 1997, April 11, 1997, May 21, 1997,
          May 30, 1997, June 5, 1997 and June 12, 1997; and

     d.   The descriptions of TCF's capital stock at Item 1 of the Registration
          Statements on Form 8-A for TCF Common Stock and TCF's Preferred Share
          Purchase Rights.

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

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.


ITEM 4.  DESCRIPTION OF SECURITIES.

     The common stock, par value $.01 per share (the "Common Stock"), of TCF
offered pursuant to this Registration Statement and the related Preferred Share
Purchase Rights are registered under Section 12(b) of the Securities Exchange
Act of 1934.  The descriptions of TCF's Common Stock and Preferred Share
Purchase Rights are incorporated by reference pursuant to Item 3 above.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


                                        2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Indemnification of directors and officers of TCF is provided under
Article 13 of the Certificate of Incorporation of TCF to the fullest extent
authorized by the Delaware General Corporation Law, which generally provides for
indemnification for judgments, fines, settlements, and expenses, including
attorney's fees, incurred in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative if such director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
TCF and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

     TCF has purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection with the
performance of their duties as directors and officers, including liabilities
under the Securities Act of 1933, as amended, and provides for payment to TCF of
costs incurred by it in indemnifying its directors and officers.

     In addition, as allowed by the Delaware General Corporation Law, Article 12
of TCF's Certificate of Incorporation provides that a director of TCF shall not
be personally liable to TCF or its stockholders for monetary damages for certain
types of breaches of fiduciary duty as a director.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

  5.1     Opinion of Gregory J. Pulles, Vice Chairman, General Counsel and
          Secretary of TCF Financial Corporation, as to the legality of TCF
          Common Stock (filed electronically herewith)

 23.1     Consent of KPMG Peat Marwick LLP (filed electronically herewith)

 23.2     Consent of Gregory J. Pulles (included in Exhibit 5.1)

 24.1     Powers of Attorney (filed electronically herewith)

 99.1     Winthrop Resources Corporation 1992 Stock Incentive Plan (incorporated
          by reference to Exhibit 10.1 to Winthrop Resources Corporation's
          Registration Statement on Form S-1, File No. 33-47435 (filed April 24,
          1992))


                                        3
<PAGE>

ITEM 9.   UNDERTAKINGS.

(a)  RULE 415 OFFERING.  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)      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; and

          (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 information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          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)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

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


                                        4
<PAGE>

(h)  STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF REGISTRATION
     STATEMENT ON FORM S-8.

     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.


            (The remainder of this page is intentionally left blank.)


                                        5
<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 Minneapolis, State of Minnesota on June 23, 1997.

                              TCF FINANCIAL CORPORATION


                              By   /s/ William A. Cooper
                                 ------------------------------------------
                                   William A. Cooper
                                   Chairman of the Board
                                   and Chief Executive Officer
                                   (Principal Executive Officer)




     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


SIGNATURE                      TITLE                            DATE
---------                      -----                            ----

       *                       Chairman of the Board,           June 23, 1997
-------------------------      Chief Executive Officer and
William A. Cooper              Director

       *                       Vice Chairman of the Board,      June 23, 1997
-------------------------      Chief Operating Officer and
Thomas A. Cusick               Director

       *                       Vice Chairman of the Board and   June 23, 1997
-------------------------      Director
Robert E. Evans

       *                       President and Director           June 23, 1997
-------------------------
Lynn A. Nagorske

       *                       Executive Vice President, Chief  June 23, 1997
-------------------------      Financial Officer and Treasurer
Ronald J. Palmer               (Principal Financial Officer)

       *                       Senior Vice President,           June 23, 1997
-------------------------      Assistant Treasurer and
Mark R. Lund                   Controller (Principal
                               Accounting Officer)


                                        6
<PAGE>

SIGNATURE                      TITLE                            DATE
---------                      -----                            ----

                               Director                         ________, 1997
-------------------------
Bruce G. Allbright

                               Director                         ________, 1997
-------------------------
William F. Bieber

       *                       Director                         June 23, 1997
-------------------------
Rudolph E. Boschwitz

                               Director                         _______, 1997
-------------------------
Robert J. Delonis

                               Director                         _______, 1997
-------------------------
John M. Eggemeyer

                               Director                         _______, 1997
-------------------------
Luella G. Goldberg

                               Director                         _______, 1997
-------------------------
Daniel F. May

       *                       Director                         June 23, 1997
-------------------------
Thomas J. McGough

                               Director                         _______, 1997
-------------------------
Mark K. Rosenfeld

       *                       Director                         June 23, 1997
-------------------------
Ralph Strangis

       *                       Director                         June 23, 1997
-------------------------
Ronald A. Ward




  *  /s/ Gregory J. Pulles                                      June 23, 1997
     ------------------------
       Gregory J. Pulles
       Attorney-in-Fact


                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16169}]
{"company-data": {"conformed-name": "TCF FINANCIAL CORP", "cik": "0000814184", "assigned-sic": "6035", "irs-number": "411591444", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29915", "film-number": "97628989"}, "business-address": {"street1": "801 MARQUETTE AVE STE 302", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6126616500"}, "mail-address": {"street1": "801 MARQUETTE AVENUE", "street2": "SUITE 302", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}}
As filed with the Securities and Exchange Commission on June 24, 1997.

                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

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

                DELAWARE                               41-1591444
     (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)                identification no.)

            801 MARQUETTE AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402
          (Address of principal executive offices, including zip code)

            WINTHROP RESOURCES CORPORATION 1992 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                GREGORY J. PULLES
                  VICE CHAIRMAN, GENERAL COUNSEL AND SECRETARY
                            TCF FINANCIAL CORPORATION
                           801 MARQUETTE AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 661-6500
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        PROPOSED       PROPOSED
                                         MAXIMUM        MAXIMUM
                          AMOUNT        OFFERING       AGGREGATE     AMOUNT OF
TITLE OF SECURITIES        TO BE          PRICE        OFFERING    REGISTRATION
TO BE REGISTERED        REGISTERED    PER SHARE(2)     PRICE(2)         FEE
--------------------------------------------------------------------------------
Common Stock,
 $.01 par value (1)   349,082 shares    $47.4375      $16,559,577     $5,019
--------------------------------------------------------------------------------

(1)  Includes Preferred Share Purchase Rights to purchase Series A Junior
     Participating Preferred Stock which currently are not separable from the
     common stock and are not exercisable.

(2)  Pursuant to Rule 457(c), the per share price is estimated, solely for the
     purpose of determining the registration fee, based upon the average of the
     high and low prices for such common stock on June 17, 1997 as reported by
     the New York Stock Exchange.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by TCF Financial Corporation
("TCF") (File No. 0-16431) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and are incorporated by reference herein:

     a.   TCF's Annual Report on Form 10-K for the fiscal year ended December
          31, 1996;

     b.   TCF's Quarterly Report on Form 10-Q for the quarter ended March 31,
          1997;

     c.   TCF's Current Reports on Form 8-K dated January 27, 1997, February 19,
          1997, March 5, 1997, March 21, 1997, April 11, 1997, May 21, 1997,
          May 30, 1997, June 5, 1997 and June 12, 1997; and

     d.   The descriptions of TCF's capital stock at Item 1 of the Registration
          Statements on Form 8-A for TCF Common Stock and TCF's Preferred Share
          Purchase Rights.

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

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The common stock, par value $.01 per share (the "Common Stock"), of TCF
offered pursuant to this Registration Statement and the related Preferred Share
Purchase Rights are registered under Section 12(b) of the Securities Exchange
Act of 1934.  The descriptions of TCF's Common Stock and Preferred Share
Purchase Rights are incorporated by reference pursuant to Item 3 above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                        2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Indemnification of directors and officers of TCF is provided under
Article 13 of the Certificate of Incorporation of TCF to the fullest extent
authorized by the Delaware General Corporation Law, which generally provides for
indemnification for judgments, fines, settlements, and expenses, including
attorney's fees, incurred in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative if such director or officer acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
TCF and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

     TCF has purchased director and officer liability insurance that insures
directors and officers against certain liabilities in connection with the
performance of their duties as directors and officers, including liabilities
under the Securities Act of 1933, as amended, and provides for payment to TCF of
costs incurred by it in indemnifying its directors and officers.

     In addition, as allowed by the Delaware General Corporation Law, Article 12
of TCF's Certificate of Incorporation provides that a director of TCF shall not
be personally liable to TCF or its stockholders for monetary damages for certain
types of breaches of fiduciary duty as a director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

  5.1     Opinion of Gregory J. Pulles, Vice Chairman, General Counsel and
          Secretary of TCF Financial Corporation, as to the legality of TCF
          Common Stock (filed electronically herewith)

 23.1     Consent of KPMG Peat Marwick LLP (filed electronically herewith)

 23.2     Consent of Gregory J. Pulles (included in Exhibit 5.1)

 24.1     Powers of Attorney (filed electronically herewith)

 99.1     Winthrop Resources Corporation 1992 Stock Incentive Plan (incorporated
          by reference to Exhibit 10.1 to Winthrop Resources Corporation's
          Registration Statement on Form S-1, File No. 33-47435 (filed April 24,
          1992))

                                        3
ITEM 9.   UNDERTAKINGS.

(a)  RULE 415 OFFERING.  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)      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; and

          (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 information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          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)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

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

                                        4
(h)  STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF REGISTRATION
     STATEMENT ON FORM S-8.

     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.

            (The remainder of this page is intentionally left blank.)

                                        5
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 Minneapolis, State of Minnesota on June 23, 1997.

                              TCF FINANCIAL CORPORATION

                              By   /s/ William A. Cooper
                                 ------------------------------------------
                                   William A. Cooper
                                   Chairman of the Board
                                   and Chief Executive Officer
                                   (Principal Executive Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                      TITLE                            DATE
---------                      -----                            ----

       *                       Chairman of the Board,           June 23, 1997
-------------------------      Chief Executive Officer and
William A. Cooper              Director

       *                       Vice Chairman of the Board,      June 23, 1997
-------------------------      Chief Operating Officer and
Thomas A. Cusick               Director

       *                       Vice Chairman of the Board and   June 23, 1997
-------------------------      Director
Robert E. Evans

       *                       President and Director           June 23, 1997
-------------------------
Lynn A. Nagorske

       *                       Executive Vice President, Chief  June 23, 1997
-------------------------      Financial Officer and Treasurer
Ronald J. Palmer               (Principal Financial Officer)

       *                       Senior Vice President,           June 23, 1997
-------------------------      Assistant Treasurer and
Mark R. Lund                   Controller (Principal
                               Accounting Officer)

                                        6
SIGNATURE                      TITLE                            DATE
---------                      -----                            ----

                               Director                         ________, 1997
-------------------------
Bruce G. Allbright

                               Director                         ________, 1997
-------------------------
William F. Bieber

       *                       Director                         June 23, 1997
-------------------------
Rudolph E. Boschwitz

                               Director                         _______, 1997
-------------------------
Robert J. Delonis

                               Director                         _______, 1997
-------------------------
John M. Eggemeyer

                               Director                         _______, 1997
-------------------------
Luella G. Goldberg

                               Director                         _______, 1997
-------------------------
Daniel F. May

       *                       Director                         June 23, 1997
-------------------------
Thomas J. McGough

                               Director                         _______, 1997
-------------------------
Mark K. Rosenfeld

       *                       Director                         June 23, 1997
-------------------------
Ralph Strangis

       *                       Director                         June 23, 1997
-------------------------
Ronald A. Ward

  *  /s/ Gregory J. Pulles                                      June 23, 1997
     ------------------------
       Gregory J. Pulles
       Attorney-in-Fact

                                        7