<PAGE>

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  ANTHEM, INC.
             (Exact name of Registrant as specified in its charter)

                  Indiana                                    35-2145715
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)

                               120 Monument Circle
                           Indianapolis, Indiana 46204
               (Address of Principal Executive Offices)(Zip Code)

                        ANTHEM 2001 STOCK INCENTIVE PLAN
                              (Full title of plan)

                                 David R. Frick
                  Executive Vice President and Chief Legal and
                          Chief Administrative Officer
                                  Anthem, Inc.
                               120 Monument Circle
                           Indianapolis, Indiana 46204
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-488-6000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
     Title of securities       Amount to be        Proposed maximum        Proposed maximum           Amount of
      to be registered          registered        offering price per      aggregate offering      registration fee
                                                         share                  price
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                     <C>                     <C>
Common Stock, $.01 par value
per share (available for
issuance)                      5,521,000             $ 42.275 (1)           $233,400,275            $ 58,350.07

Common Stock, $.01 par value
per share (previously
granted)                       1,479,000             $  36.00 (2)           $ 53,244,000            $ 13,311.00

Total                          7,000,000                                    $286,644,275            $ 71,661.07
======================================================================================================================
</TABLE>


(1)  Estimated solely to determine the registration fee and based on the average
     of the high and low sales prices per share of Common Stock of Anthem, Inc.
     as reported on the New York Stock Exchange on November 12, 2001, pursuant
     to Rule 457(c) and (h).
(2)  Computation based on the exercise price of $36.00 per share for outstanding
     options under the referenced Plan, pursuant to Rule 457(c) and (h).

<PAGE>

PART I

                           INFORMATION REQUIRED IN THE
                              SECTION 10 PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the 2001 Anthem Stock Incentive Plan (the "Plan"), as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Pursuant to Rule 424 promulgated by the Commission under the 1933
Act, such document(s) are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

Item 1.  Plan Information

         Not required to be filed.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Commission by Anthem, Inc.
("Anthem") are incorporated by reference in this Registration Statement.

         .    The description of Anthem's Common Stock contained in Amendment
              No. 3 to Anthem's Registration Statement on Form S-1 filed with
              the Commission on October 26, 2001 (Registration No. 333-67714).

         .    The prospectus of Anthem filed with the Commission on October 30,
              2001 on Form 424(b).

         In addition, all reports and other documents subsequently filed by
Anthem pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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 in this Registration Statement and to be
a part hereof from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Indiana Business Corporation Law provides that a corporation,
unless limited by its articles of incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or officer
of the corporation.

         As permitted by the Indiana Business Corporation Law, Anthem's Articles
of Incorporation provide for indemnification of directors, officers, employees
and agents of Anthem against any and all liability and reasonable expense that
may be incurred by them, arising out of any claim or action civil, criminal,
administrative or investigative, in which they may become involved by reason of
being or having been a director, officer, employee or agent. To be entitled to
indemnification, those persons must have been wholly successful in the claim or
action or the board of directors must have determined, based upon a written
finding of legal counsel or another independent referee, or a court of competent
jurisdiction must have determined, that such persons acted in good faith in what
they reasonably believed to be the best interest of Anthem (or at least not
opposed to its best interests) and, in addition, in any criminal action, had
reasonable cause to believe their conduct was lawful (or had no reasonable cause
to believe that their conduct was unlawful). The Articles of Incorporation
authorize Anthem to advance funds for expenses to an indemnified person, but
only upon receipt of an undertaking that he or she will repay the same if it is
ultimately determined that such party is not entitled to indemnification.

         The rights of indemnification provided by the articles of incorporation
of Anthem are not exhaustive and are in addition to any rights to which a
director or officer may otherwise be entitled by contract or as a matter of law.
Irrespective of the provisions of the articles of incorporation of Anthem,
Anthem may, at any time and from time to time, indemnify directors, officers,
employees and other persons to the full extent permitted by the provisions of
applicable law at the time in effect, whether on account of past or future
transactions.

         Anthem maintains a standard policy of officers' and directors'
liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

                                  EXHIBIT INDEX

<PAGE>

    Exhibit Number         Description

         4.1               Restated Articles of Incorporation of Anthem,
                           Inc.(incorporated by reference to Exhibit 3.1 to
                           Anthem's Registration Statement on Form S-1
                           (Registration No. 333-67714) filed on August 16,
                           2001)

         4.2               Code of By-Laws of Anthem, Inc. (incorporated by
                           reference to Exhibit 3.2 to Anthem's Registration
                           Statement on Form S-1 (Registration No. 333-67714)
                           filed on August 16, 2001)

         4.3               Form of the certificate for common stock, $.01 par
                           value per share, of Anthem (incorporated by reference
                           to Exhibit 4.1 to Amendment No. 1 to Anthem's
                           Registration Statement on Form S-1 (Registration No.
                           333-67714) filed on October 1, 2001)

         5                 Opinion of Barnes & Thornburg (filed herewith)

         10                Anthem 2001 Stock Incentive Plan (incorporated by
                           reference to Exhibit 10.1 to Anthem's Registration
                           Statement on Form S-1 (Registration No. 333-67714)
                           filed on August 16, 2001)

         23.1              Consent of Barnes & Thornburg (included in Exhibit 5)

         23.2              Consent of Ernst & Young LLP (filed herewith)

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)  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 this 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with the Securities and Exchange 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.

<PAGE>

         (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.

         (h)  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.

<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 Indianapolis, State of Indiana, on November 16, 2001.

                            ANTHEM, INC.


                            By:  /s/ Larry C. Glasscock
                                 -----------------------------------------------
                                 Larry C. Glasscock
                                 President and Chief 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.

<TABLE>
<CAPTION>
         Signature                                            Title                     Date
         ---------                                            -----                     ----
<S>                                                      <C>                            <C>
(1)  Principal Executive Officer

/s/ Larry C. Glasscock                                   President and Chief            November 16, 2001
------------------------------------------------         Executive Officer              -----------------
Larry C. Glasscock


(2) Principal Financial Officer and
(3) Principal Accounting Officer

/s/ Michael L. Smith                                     Executive Vice President       November 16, 2001
------------------------------------------------         and Chief Financial            -----------------
Michael L. Smith                                         Officer and Chief Accounting
                                                         Officer
</TABLE>


<PAGE>

<TABLE>
<S>                                                      <C>                            <C>
(4)  A Majority of the Board of Directors

/s/ L. Ben Lytle                                         Director                       November 16, 2001
------------------------------------------------                                        -----------------
L. Ben Lytle

/s/ Larry C. Glasscock                                   Director                       November 16, 2001
------------------------------------------------                                        -----------------
Larry C. Glasscock

/s/ Susan B. Bayh                                        Director                       November 16, 2001
------------------------------------------------                                        -----------------
Susan B. Bayh

/s/ William B. Hart                                      Director                       November 16, 2001
------------------------------------------------                                        -----------------
William B. Hart

/s/ Allan B. Hubbard                                     Director                       November 16, 2001
------------------------------------------------                                        -----------------
Allan B. Hubbard

/s/ Victor S. Liss                                       Director                       November 16, 2001
------------------------------------------------                                        -----------------
Victor S. Liss

/s/ William G. Mays                                      Director                       November 16, 2001
------------------------------------------------                                        -----------------
William G. Mays

/s/ James W. McDowell, Jr.                               Director                       November 16, 2001
------------------------------------------------                                        -----------------
James W. McDowell, Jr.

/s/ B. LaRae Orullian                                    Director                       November 16, 2001
------------------------------------------------                                        -----------------
B. LaRae Orullian

/s/ Senator Donald W. Riegle, Jr.                        Director                       November 16, 2001
------------------------------------------------                                        -----------------
Senator Donald W. Riegle, Jr.

/s/ William J. Ryan                                      Director                       November 16, 2001
------------------------------------------------                                        -----------------
William J. Ryan

/s/ George A. Schaefer, Jr.                              Director                       November 16, 2001
------------------------------------------------                                        -----------------
George A. Schaefer, Jr.

/s/ Dennis J. Sullivan, Jr.                              Director                       November 16, 2001
------------------------------------------------                                        -----------------
Dennis J. Sullivan, Jr.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18476}]
{"company-data": {"conformed-name": "ANTHEM INC", "cik": "0001156039", "assigned-sic": "6324", "irs-number": "352145715", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73516", "film-number": "1794145"}, "business-address": {"street1": "120 MONUMENT CIRCLE", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204", "phone": "3174886000"}}
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  ANTHEM, INC.
             (Exact name of Registrant as specified in its charter)

                  Indiana                                    35-2145715
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)

                               120 Monument Circle
                           Indianapolis, Indiana 46204
               (Address of Principal Executive Offices)(Zip Code)

                        ANTHEM 2001 STOCK INCENTIVE PLAN
                              (Full title of plan)

                                 David R. Frick
                  Executive Vice President and Chief Legal and
                          Chief Administrative Officer
                                  Anthem, Inc.
                               120 Monument Circle
                           Indianapolis, Indiana 46204
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-488-6000

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
     Title of securities       Amount to be        Proposed maximum        Proposed maximum           Amount of
      to be registered          registered        offering price per      aggregate offering      registration fee
                                                         share                  price
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
per share (available for
issuance)                      5,521,000             $ 42.275 (1)           $233,400,275            $ 58,350.07

Common Stock, $.01 par value
per share (previously
granted)                       1,479,000             $  36.00 (2)           $ 53,244,000            $ 13,311.00

Total                          7,000,000                                    $286,644,275            $ 71,661.07
======================================================================================================================
(1)  Estimated solely to determine the registration fee and based on the average
     of the high and low sales prices per share of Common Stock of Anthem, Inc.
     as reported on the New York Stock Exchange on November 12, 2001, pursuant
     to Rule 457(c) and (h).
(2)  Computation based on the exercise price of $36.00 per share for outstanding
     options under the referenced Plan, pursuant to Rule 457(c) and (h).
PART I

                           INFORMATION REQUIRED IN THE
                              SECTION 10 PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the 2001 Anthem Stock Incentive Plan (the "Plan"), as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Pursuant to Rule 424 promulgated by the Commission under the 1933
Act, such document(s) are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

Item 1.  Plan Information

         Not required to be filed.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Commission by Anthem, Inc.
("Anthem") are incorporated by reference in this Registration Statement.

         .    The description of Anthem's Common Stock contained in Amendment
              No. 3 to Anthem's Registration Statement on Form S-1 filed with
              the Commission on October 26, 2001 (Registration No. 333-67714).

         .    The prospectus of Anthem filed with the Commission on October 30,
              2001 on Form 424(b).

         In addition, all reports and other documents subsequently filed by
Anthem pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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 in this Registration Statement and to be
a part hereof from the date of filing 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.

         The Indiana Business Corporation Law provides that a corporation,
unless limited by its articles of incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or officer
of the corporation.

         As permitted by the Indiana Business Corporation Law, Anthem's Articles
of Incorporation provide for indemnification of directors, officers, employees
and agents of Anthem against any and all liability and reasonable expense that
may be incurred by them, arising out of any claim or action civil, criminal,
administrative or investigative, in which they may become involved by reason of
being or having been a director, officer, employee or agent. To be entitled to
indemnification, those persons must have been wholly successful in the claim or
action or the board of directors must have determined, based upon a written
finding of legal counsel or another independent referee, or a court of competent
jurisdiction must have determined, that such persons acted in good faith in what
they reasonably believed to be the best interest of Anthem (or at least not
opposed to its best interests) and, in addition, in any criminal action, had
reasonable cause to believe their conduct was lawful (or had no reasonable cause
to believe that their conduct was unlawful). The Articles of Incorporation
authorize Anthem to advance funds for expenses to an indemnified person, but
only upon receipt of an undertaking that he or she will repay the same if it is
ultimately determined that such party is not entitled to indemnification.

         The rights of indemnification provided by the articles of incorporation
of Anthem are not exhaustive and are in addition to any rights to which a
director or officer may otherwise be entitled by contract or as a matter of law.
Irrespective of the provisions of the articles of incorporation of Anthem,
Anthem may, at any time and from time to time, indemnify directors, officers,
employees and other persons to the full extent permitted by the provisions of
applicable law at the time in effect, whether on account of past or future
transactions.

         Anthem maintains a standard policy of officers' and directors'
liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

                                  EXHIBIT INDEX
Exhibit Number         Description

         4.1               Restated Articles of Incorporation of Anthem,
                           Inc.(incorporated by reference to Exhibit 3.1 to
                           Anthem's Registration Statement on Form S-1
                           (Registration No. 333-67714) filed on August 16,
                           2001)

         4.2               Code of By-Laws of Anthem, Inc. (incorporated by
                           reference to Exhibit 3.2 to Anthem's Registration
                           Statement on Form S-1 (Registration No. 333-67714)
                           filed on August 16, 2001)

         4.3               Form of the certificate for common stock, $.01 par
                           value per share, of Anthem (incorporated by reference
                           to Exhibit 4.1 to Amendment No. 1 to Anthem's
                           Registration Statement on Form S-1 (Registration No.
                           333-67714) filed on October 1, 2001)

         5                 Opinion of Barnes & Thornburg (filed herewith)

         10                Anthem 2001 Stock Incentive Plan (incorporated by
                           reference to Exhibit 10.1 to Anthem's Registration
                           Statement on Form S-1 (Registration No. 333-67714)
                           filed on August 16, 2001)

         23.1              Consent of Barnes & Thornburg (included in Exhibit 5)

         23.2              Consent of Ernst & Young LLP (filed herewith)

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)  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 this 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with the Securities and Exchange 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.

         (h)  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.
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 Indianapolis, State of Indiana, on November 16, 2001.

                            ANTHEM, INC.

                            By:  /s/ Larry C. Glasscock
                                 -----------------------------------------------
                                 Larry C. Glasscock
                                 President and Chief 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
         ---------                                            -----                     ----
(1)  Principal Executive Officer

/s/ Larry C. Glasscock                                   President and Chief            November 16, 2001
------------------------------------------------         Executive Officer              -----------------
Larry C. Glasscock

(2) Principal Financial Officer and
(3) Principal Accounting Officer

/s/ Michael L. Smith                                     Executive Vice President       November 16, 2001
------------------------------------------------         and Chief Financial            -----------------
Michael L. Smith                                         Officer and Chief Accounting
                                                         Officer
(4)  A Majority of the Board of Directors

/s/ L. Ben Lytle                                         Director                       November 16, 2001
------------------------------------------------                                        -----------------
L. Ben Lytle

/s/ Larry C. Glasscock                                   Director                       November 16, 2001
------------------------------------------------                                        -----------------
Larry C. Glasscock

/s/ Susan B. Bayh                                        Director                       November 16, 2001
------------------------------------------------                                        -----------------
Susan B. Bayh

/s/ William B. Hart                                      Director                       November 16, 2001
------------------------------------------------                                        -----------------
William B. Hart

/s/ Allan B. Hubbard                                     Director                       November 16, 2001
------------------------------------------------                                        -----------------
Allan B. Hubbard

/s/ Victor S. Liss                                       Director                       November 16, 2001
------------------------------------------------                                        -----------------
Victor S. Liss

/s/ William G. Mays                                      Director                       November 16, 2001
------------------------------------------------                                        -----------------
William G. Mays

/s/ James W. McDowell, Jr.                               Director                       November 16, 2001
------------------------------------------------                                        -----------------
James W. McDowell, Jr.

/s/ B. LaRae Orullian                                    Director                       November 16, 2001
------------------------------------------------                                        -----------------
B. LaRae Orullian

/s/ Senator Donald W. Riegle, Jr.                        Director                       November 16, 2001
------------------------------------------------                                        -----------------
Senator Donald W. Riegle, Jr.

/s/ William J. Ryan                                      Director                       November 16, 2001
------------------------------------------------                                        -----------------
William J. Ryan

/s/ George A. Schaefer, Jr.                              Director                       November 16, 2001
------------------------------------------------                                        -----------------
George A. Schaefer, Jr.

/s/ Dennis J. Sullivan, Jr.                              Director                       November 16, 2001
------------------------------------------------                                        -----------------
Dennis J. Sullivan, Jr.