<PAGE>

    As filed with the Securities and Exchange Commission on _ April 30, 2001
                          Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _____________________


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                             ______________________

                    Burlington Northern Santa Fe Corporation
             (Exact name of registrant as specified in its charter)
              Delaware                             41-1804964
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)              Identification No.)


       2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, (817) 333-2000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                          Burlington Northern Santa Fe
                           1999 Stock Incentive Plan
                            (full title of the plan)


 Jeffrey R. Moreland, 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, (817)
                                    352-1350
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

 Title of Securities to be       Amount to          Proposed            Proposed            Amount of
 registered                    be registered        maximum             Maximum         Registration Fee
                                                aggregate price    Offering Price (1)
                                                    per unit
=========================================================================================================
<S>                          <C>                <C>                <C>                  <C>
Common Stock, $.01 par        9,000,000 shares               100%         $256,590,000            $64,148
 value
=========================================================================================================
</TABLE>
(1)  Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
     purposes of determining the registration fee on the basis of the average of
     the high and low prices for the Common Stock as reported on the New York
     Stock Exchange on April 23, 2001.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Burlington
Northern Santa Fe Corporation (the "Company" or "Registrant") with the
Securities and Exchange Commission, are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 2000, and Form 10-K/A with respect thereto.

     (b)  The description of the common stock, $.01 par value per share, of the
          Company (the "Common Stock") contained in the section entitled
          "Certain Additional Information Concerning Holdings" from the
          Prospectus dated January 13, 1995, included as part of the
          Registration Statement on Form S-4 (No. 33-57069) of the Company.

     All documents subsequently filed by the Company pursuant to Sections 13
(a), 13 (c), 14 and 15 (d) of the Securities Exchange Act of 1934, as amended,
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 herein by reference and
shall be deemed a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable

Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Mayer, Brown & Platt, Chicago, Illinois.

Item 6.  Indemnification of Officers and Directors.

     BNSF is incorporated under the laws of the State of Delaware.  The General
Corporation Law of the State of Delaware (the "Delaware Statute") provides for
indemnification of directors, officers, and employees in certain situations. The
Delaware Statute, by its terms, expressly permits indemnification where such a
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the corporation's best interests, and, in a criminal
action, if such person had no reasonable cause to believe that his or her
conduct was unlawful. In the case of a claim by a third party (i.e., a party
other than the corporation), the Delaware Statute expressly permits
indemnification for expenses, judgments, settlement payments, and other costs.
In the case of a claim by or in the right of the corporation (including
stockholder derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the Delaware
Statute, provide for indemnification against expenses in the case of an action
by or in the right of the corporation if the person seeking indemnification is
adjudged liable to the corporation, unless the indemnification is ordered by a
court. The Delaware Statute also permits advancement of expenses to directors
and officers upon receipt of an undertaking by such director or officer to repay
all amounts

                                     II-1

<PAGE>

advanced if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation. In addition, the Delaware Statute
specifically provides that its terms shall not be deemed exclusive of any other
right to indemnification to which a director, officer, or employee may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors.

     The By-Laws of BNSF provide that BNSF shall indemnify and hold harmless, to
the full extent permitted by law, any person made, or threatened to be made, a
party to an action, suit, or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or
officer of BNSF, or served or serves as a director, officer, employee, or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, at the
request of BNSF.  BNSF has entered into agreements with each of its directors
and officers, pursuant to which BNSF has agreed to indemnify such directors and
officers to the fullest extent permitted by applicable law.

     BNSF also maintains directors' and officers' liability insurance which
purports to insure BNSF against certain costs of indemnification which may be
incurred by BNSF pursuant to the foregoing provisions, and to insure directors
and officers of BNSF against certain liabilities incurred by them in the
discharge of their function as such officers and directors, except for
liabilities resulting from their own malfeasance.

Item 7.   Exemption from Registration Claimed.

     Not Applicable

Item 8.   Exhibits.

     A list of exhibits included as part of this registration statement is set
forth in the Index to Exhibits which immediately precedes such exhibits and is
incorporated herein by reference.

Item 9.  Undertakings.

     (1)  The undersigned registrant hereby undertakes:

          (a) To file, during any period in which offers or sales of debt
              securities 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 this 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 this registration
                    statement.

                    Notwithstanding the foregoing, any increase or decrease in
                    the volume of securities offered (if the total dollar value
                    of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus filed with the SEC pursuant to Rule
                    424(b) if, in the aggregate, the changes in the volume and
                    price represent no more than a 20 percent change in the
                    maximum aggregate offering price set forth in the

                                     II-2

<PAGE>

                    "Calculation of Registration Fee" table in the effective
                    registration statement;

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

             provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
             if this 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 or furnished to the SEC by the registrant pursuant to Section
             13 or Section 15(d) of the Securities Exchange Act of 1934 that are
             incorporated by reference in this registration statement.

         (b) 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.

         (c) 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.

     (2)  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 that is incorporated by reference in this
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.

     (3)  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 SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 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 Fort Worth, State of Texas, on April 30, 2001.


                    BURLINGTON NORTHERN SANTA FE CORPORATION

                                By: /s/ Matthew K. Rose
                                   -------------------------------------
                                   Matthew K. Rose
                                   President and Chief Executive Officer


     Each person whose signature appears below hereby authorizes any Authorized
Officer acting alone to execute in the name of such person and in the capacity
indicated below, and to file, any amendments to this registration statement
which any Authorized Officer deems necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, and to take any other action on behalf of such person which any
Authorized Officer deems necessary or desirable in connection therewith.  The
term "Authorized Officer" as applied with respect to any action taken pursuant
to this power of attorney means (1) any person who is the Registrant's President
and Chief Executive Officer, Executive Vice President and Chief Financial
Officer or Executive Vice President -Law and Chief of Staff at the time such
action shall be taken and (2) any other officer of the Registrant or a wholly-
owned subsidiary of the Registrant who shall be authorized by any person
identified in clause (1) to act as an Authorized Officer for purposes of this
paragraph.

     Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on April 30, 2001.



/s/ Matthew K. Rose
------------------------------------------------
Matthew K. Rose, President and
Chief Executive Officer (Principal Executive
Officer) and Director


/s/ Thomas N. Hund
------------------------------------------------
Thomas N. Hund, Executive Vice President and
Chief Financial Officer (Principal Financial
Officer)


/s/ Dennis R. Johnson
------------------------------------------------
Dennis R. Johnson, Vice President and Controller
(Principal Accounting Officer)

<PAGE>

------------------------------------------------
John J. Burns, Jr., Director



/s/ Robert D. Krebs
------------------------------------------------
Robert D. Krebs, Chairman of the Board
and Director




/s/ Bill M. Lindig
------------------------------------------------
Bill M. Lindig, Director


/s/ Vilma S. Martinez
------------------------------------------------
Vilma S. Martinez, Director


/s/ Roy S. Roberts
------------------------------------------------
Roy S. Roberts, Director


/s/ Marc J. Shapiro
------------------------------------------------
Marc J. Shapiro, Director


/s/ Arnold R. Weber
------------------------------------------------
Arnold R. Weber, Director


/s/ Robert H. West
------------------------------------------------
Robert H. West, Director


/s/ J. Steven Whisler
------------------------------------------------
J. Steven Whisler, Director


/s/ Edward E. Whitacre, Jr.
------------------------------------------------
Edward E. Whitacre, Jr., Director


/s/ Michael B. Yanney
------------------------------------------------
Michael B. Yanney, Director

<PAGE>

                               INDEX TO EXHIBITS

Exhibit
Number              Description of Document
------              -----------------------------------------------------------

5                   Opinion of Mayer, Brown & Platt (filed herewith)

23.1                Consent of Mayer, Brown & Platt (included in Exhibit 5)

23.2                Consent of PricewaterhouseCoopers LLP (filed herewith)

24                  Powers of Attorney (included on the signature page of this
                    registration statement)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16889}]
{"company-data": {"conformed-name": "BURLINGTON NORTHERN SANTA FE CORP", "cik": "0000934612", "assigned-sic": "4011", "irs-number": "411804964", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59854", "film-number": "1617437"}, "business-address": {"street1": "2650 LOU MENK DR", "city": "FT WORTH", "state": "TX", "zip": "76131-2830", "phone": "8173526856"}, "mail-address": {"street1": "2650 LOU MENK DRIVE", "city": "FORT WORTH", "state": "TX", "zip": "76131-2830"}, "former-company": [{"former-conformed-name": "BURLINGTON NORTHERN SANTE FE CORP", "date-changed": "19950913"}, {"former-conformed-name": "BNSF CORP", "date-changed": "19941223"}]}
As filed with the Securities and Exchange Commission on _ April 30, 2001
                          Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                             ______________________

                    Burlington Northern Santa Fe Corporation
             (Exact name of registrant as specified in its charter)
              Delaware                             41-1804964
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)              Identification No.)

       2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, (817) 333-2000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                          Burlington Northern Santa Fe
                           1999 Stock Incentive Plan
                            (full title of the plan)

 Jeffrey R. Moreland, 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, (817)
                                    352-1350
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of Securities to be       Amount to          Proposed            Proposed            Amount of
 registered                    be registered        maximum             Maximum         Registration Fee
                                                aggregate price    Offering Price (1)
                                                    per unit
=========================================================================================================
Common Stock, $.01 par        9,000,000 shares               100%         $256,590,000            $64,148
 value
=========================================================================================================
(1)  Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
     purposes of determining the registration fee on the basis of the average of
     the high and low prices for the Common Stock as reported on the New York
     Stock Exchange on April 23, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Burlington
Northern Santa Fe Corporation (the "Company" or "Registrant") with the
Securities and Exchange Commission, are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 2000, and Form 10-K/A with respect thereto.

     (b)  The description of the common stock, $.01 par value per share, of the
          Company (the "Common Stock") contained in the section entitled
          "Certain Additional Information Concerning Holdings" from the
          Prospectus dated January 13, 1995, included as part of the
          Registration Statement on Form S-4 (No. 33-57069) of the Company.

     All documents subsequently filed by the Company pursuant to Sections 13
(a), 13 (c), 14 and 15 (d) of the Securities Exchange Act of 1934, as amended,
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 herein by reference and
shall be deemed a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable

Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Mayer, Brown & Platt, Chicago, Illinois.

Item 6.  Indemnification of Officers and Directors.

     BNSF is incorporated under the laws of the State of Delaware.  The General
Corporation Law of the State of Delaware (the "Delaware Statute") provides for
indemnification of directors, officers, and employees in certain situations. The
Delaware Statute, by its terms, expressly permits indemnification where such a
person acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the corporation's best interests, and, in a criminal
action, if such person had no reasonable cause to believe that his or her
conduct was unlawful. In the case of a claim by a third party (i.e., a party
other than the corporation), the Delaware Statute expressly permits
indemnification for expenses, judgments, settlement payments, and other costs.
In the case of a claim by or in the right of the corporation (including
stockholder derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the Delaware
Statute, provide for indemnification against expenses in the case of an action
by or in the right of the corporation if the person seeking indemnification is
adjudged liable to the corporation, unless the indemnification is ordered by a
court. The Delaware Statute also permits advancement of expenses to directors
and officers upon receipt of an undertaking by such director or officer to repay
all amounts

                                     II-1
advanced if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation. In addition, the Delaware Statute
specifically provides that its terms shall not be deemed exclusive of any other
right to indemnification to which a director, officer, or employee may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors.

     The By-Laws of BNSF provide that BNSF shall indemnify and hold harmless, to
the full extent permitted by law, any person made, or threatened to be made, a
party to an action, suit, or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or
officer of BNSF, or served or serves as a director, officer, employee, or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, at the
request of BNSF.  BNSF has entered into agreements with each of its directors
and officers, pursuant to which BNSF has agreed to indemnify such directors and
officers to the fullest extent permitted by applicable law.

     BNSF also maintains directors' and officers' liability insurance which
purports to insure BNSF against certain costs of indemnification which may be
incurred by BNSF pursuant to the foregoing provisions, and to insure directors
and officers of BNSF against certain liabilities incurred by them in the
discharge of their function as such officers and directors, except for
liabilities resulting from their own malfeasance.

Item 7.   Exemption from Registration Claimed.

     Not Applicable

Item 8.   Exhibits.

     A list of exhibits included as part of this registration statement is set
forth in the Index to Exhibits which immediately precedes such exhibits and is
incorporated herein by reference.

Item 9.  Undertakings.

     (1)  The undersigned registrant hereby undertakes:

          (a) To file, during any period in which offers or sales of debt
              securities 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 this 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 this registration
                    statement.

                    Notwithstanding the foregoing, any increase or decrease in
                    the volume of securities offered (if the total dollar value
                    of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus filed with the SEC pursuant to Rule
                    424(b) if, in the aggregate, the changes in the volume and
                    price represent no more than a 20 percent change in the
                    maximum aggregate offering price set forth in the

                                     II-2
"Calculation of Registration Fee" table in the effective
                    registration statement;

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

             provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
             if this 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 or furnished to the SEC by the registrant pursuant to Section
             13 or Section 15(d) of the Securities Exchange Act of 1934 that are
             incorporated by reference in this registration statement.

         (b) 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.

         (c) 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.

     (2)  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 that is incorporated by reference in this
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.

     (3)  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 SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 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 Fort Worth, State of Texas, on April 30, 2001.

                    BURLINGTON NORTHERN SANTA FE CORPORATION

                                By: /s/ Matthew K. Rose
                                   -------------------------------------
                                   Matthew K. Rose
                                   President and Chief Executive Officer

     Each person whose signature appears below hereby authorizes any Authorized
Officer acting alone to execute in the name of such person and in the capacity
indicated below, and to file, any amendments to this registration statement
which any Authorized Officer deems necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, and to take any other action on behalf of such person which any
Authorized Officer deems necessary or desirable in connection therewith.  The
term "Authorized Officer" as applied with respect to any action taken pursuant
to this power of attorney means (1) any person who is the Registrant's President
and Chief Executive Officer, Executive Vice President and Chief Financial
Officer or Executive Vice President -Law and Chief of Staff at the time such
action shall be taken and (2) any other officer of the Registrant or a wholly-
owned subsidiary of the Registrant who shall be authorized by any person
identified in clause (1) to act as an Authorized Officer for purposes of this
paragraph.

     Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on April 30, 2001.

/s/ Matthew K. Rose
------------------------------------------------
Matthew K. Rose, President and
Chief Executive Officer (Principal Executive
Officer) and Director

/s/ Thomas N. Hund
------------------------------------------------
Thomas N. Hund, Executive Vice President and
Chief Financial Officer (Principal Financial
Officer)

/s/ Dennis R. Johnson
------------------------------------------------
Dennis R. Johnson, Vice President and Controller
(Principal Accounting Officer)
------------------------------------------------
John J. Burns, Jr., Director

/s/ Robert D. Krebs
------------------------------------------------
Robert D. Krebs, Chairman of the Board
and Director

/s/ Bill M. Lindig
------------------------------------------------
Bill M. Lindig, Director

/s/ Vilma S. Martinez
------------------------------------------------
Vilma S. Martinez, Director

/s/ Roy S. Roberts
------------------------------------------------
Roy S. Roberts, Director

/s/ Marc J. Shapiro
------------------------------------------------
Marc J. Shapiro, Director

/s/ Arnold R. Weber
------------------------------------------------
Arnold R. Weber, Director

/s/ Robert H. West
------------------------------------------------
Robert H. West, Director

/s/ J. Steven Whisler
------------------------------------------------
J. Steven Whisler, Director

/s/ Edward E. Whitacre, Jr.
------------------------------------------------
Edward E. Whitacre, Jr., Director

/s/ Michael B. Yanney
------------------------------------------------
Michael B. Yanney, Director
INDEX TO EXHIBITS

Exhibit
Number              Description of Document
------              -----------------------------------------------------------

5                   Opinion of Mayer, Brown & Platt (filed herewith)

23.1                Consent of Mayer, Brown & Platt (included in Exhibit 5)

23.2                Consent of PricewaterhouseCoopers LLP (filed herewith)

24                  Powers of Attorney (included on the signature page of this
                    registration statement)