<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                         COMMISSION FILE NUMBER 1-14180

                        LORAL SPACE & COMMUNICATIONS LTD.

                         C/O LORAL SPACECOM CORPORATION
                                600 THIRD AVENUE
                            NEW YORK, NEW YORK 10016
                            TELEPHONE: (212) 697-1105

                     JURISDICTION OF INCORPORATION: BERMUDA

                      IRS IDENTIFICATION NUMBER: 13-3867424

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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<CAPTION>
                                             NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS             ON WHICH REGISTERED
              -------------------             -------------------
<S>                                          <C>
           COMMON STOCK, $.10 PAR VALUE               NONE
</TABLE>

      The registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [X] No [ ]

      The aggregate market value of the common shares held by non-affiliates of
the registrant, based upon the closing sale price of the common shares on June
30, 2002, as reported on the New York Stock Exchange was approximately $360
million.

      At March 1, 2004, 45,125,202 common shares were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's 2003 definitive proxy statement (to be filed
not later than 120 days after the end of the registrant's fiscal year) are
incorporated by reference into Part III.


                                       1
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                               TABLE OF CONTENTS

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                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Part IV
  Item 14. Evaluation of Disclosure Controls and Procedures                  2
  Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K   2
  Signatures                                                                 8
</TABLE>

                                EXPLANATORY NOTE

      Item 14 (Evaluation of Disclosure Controls and Procedures) of our Annual
Report on Form 10-K for the year ended December 31, 2002 (the "2002 Annual
Report"), originally filed with the Securities and Exchange Commission on March
31, 2003, stated the conclusion of our certifying officers that, as of a date
within 90 days before the filing of the 2002 Annual Report, our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by others within those entities. As requested by the staff of
the SEC, we are filing this Amendment on Form 10-K/A to the 2002 Annual Report
solely for the purpose of amending Item 14 of the 2002 Annual Report to make
clear that our certifying officers concluded that, as of December 31, 2002, our
disclosure controls and procedures were effective and designed to ensure that
material information relating to the Company and its consolidated subsidiaries
would be made known to them by others within those entities.

      In addition, we have filed the following exhibits herewith:

      31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

      31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

      Except as specifically indicated herein, no other information included in
the Annual Report on Form 10-K is amended by this Amendment on Form 10-K/A.

                                     PART IV

ITEM 14. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      (a) Disclosure controls and procedures. Our chief executive officer and
our chief financial officer, after evaluating the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities and Exchange
Act of 1934 Rules 13a-15(e) and 15-d-15(e)) as of December 31, 2002, have
concluded that our disclosure controls and procedures were effective and
designed to ensure that material information relating to Loral and its
consolidated subsidiaries required to be in our filings under the Securities and
Exchange Act of 1934 would be made known to them by others within those entities
in a timely manner.

      (b) Internal controls over financial reporting. There were no changes in
our internal controls over financial reporting (as defined in the Securities and
Exchange Act of 1934 Rules 13a-15(f) and 15-d-15(f)) during the most recent
fiscal quarter that we judge to have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a) 1. Financial Statements


                                       2
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                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
Index to Financial Statements.......................................            F-1
  Loral Space & Communications Ltd.
    Independent Auditors' Report....................................            F-2
    Consolidated Balance Sheets as of December 31, 2002 and 2001....            F-3
    Consolidated Statements of Operations for the years ended December 31,
       2002, 2001 and 2000..........................................            F-4
    Consolidated Statements of Shareholders' (Deficit) Equity for the years
       ended December 31, 2002, 2001 and 2000.......................            F-5
    Consolidated Statements of Cash Flows for the years ended December 31,
       2002, 2001 and 2000..........................................            F-6
    Notes to Consolidated Financial Statements......................            F-7
    (a) 2.      Financial Statements Schedules
                Independent Auditors' Report                                    S-1
                Consolidated Financial Statements of Globalstar, L.P            S-2
                Financial statement schedules not listed are either not
                required or the information required is reflected in the
                consolidated financial statements.

    (b) 3.      Exhibits

EXHIBIT
NUMBER                                 DESCRIPTION
------      --------------------------------------------------------------------
2.1         Restructuring, Financing and Distribution Agreement, dated as of
            January 7, 1996, among Loral Corporation, Loral Aerospace Holdings,
            Inc., Loral Aerospace Corp., Loral General Partner, Inc., Loral
            Globalstar L.P., Loral Globalstar Limited, the Registrant and
            Lockheed Martin Corporation(1)

2.2         Amendment to Restructuring, Financing and Distribution Agreement,
            dated as of April 15, 1996(1)

2.3         Agreement for the Purchase and Sale of Assets dated as of September
            25, 1996 by and between AT&T Corp., as Seller, and Loral Space &
            Communications Ltd., as Buyer(2)

2.4         First Amendment to Agreement for the Purchase and Sale of Assets
            dated as of March 14, 1997 by and between AT&T Corp., as Seller, and
            Loral Space & Communications, Ltd. as Buyer(3)

2.5         Agreement and Plan of Merger dated as of October 7, 1997 by and
            among Orion Network Systems, Inc., Loral Space & Communications Ltd.
            and Loral Satellite Corporation(4)

2.6         First Amendment to Agreement and Plan of Merger dated as of February
            11, 1998 by and among Orion Network Systems, Inc., Loral Space &
            Communications Ltd. and Loral Satellite Corporation(5)

2.7         Second Amendment to Agreement and Plan of Merger dated as of March
            20, 1998 by and among Orion Network Systems, Inc., Loral Space &
            Communications Ltd. and Loral Satellite Corporation(11)

3.1         Memorandum of Association(1)

3.2         Memorandum of Increase of Share Capital dated January 1996(1)

3.2.1       Memorandum of Increase of Share Capital dated May 1997(25)

3.2.2       Memorandum of Increase of Share Capital dated May 1999(25)

3.3         Third Amended and Restated Bye-laws(16)

3.4         Schedule IV to the Third Amended and Restated Bye-laws(16)

4.1         Rights Agreement dated March 27, 1996 between the Registrant and The
            Bank of New York, Rights Agent(1)

4.2         Indenture dated as of January 15, 1999 relating to Registrant's
            9 1/2% Senior Notes due 2006(12)

10.1        Shareholders Agreement dated as of April 23, 1996 between Loral
            Corporation and the Registrant(1)

10.1.1      Amended Shareholders Agreement dated as of March 29, 2000 between
            the Registrant and Lockheed Martin Corporation(16)

10.2        Tax Sharing Agreement dated as of April 22, 1996 between Loral
            Corporation, the Registrant, Lockheed Martin Corporation and LAC
            Acquisition Corporation(1)

10.3        Exchange Agreement dated as of April 22, 1996 between the Registrant
            and Lockheed Martin Corporation(1)

10.4        Amended and Restated Agreement of Limited Partnership of Globalstar,
            L.P. dated as of January 26, 1999 among Loral/Qualcomm Satellite
            Services, L.P., Globalstar Telecommunications Limited, AirTouch
            Satellite Services, Inc., Dacom Corporation, Dacom International,
            Inc., Hyundai Corporation, Hyundai Electronics Industries Co., Ltd.,
            Loral/DASA Globalstar, L.P., Loral Space & Communications Ltd., San
            Giorgio S.p.A., TeleSat Limited, TE.S.AM and Vodafone Satellite
            Services Limited(12)
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EXHIBIT
NUMBER                                 DESCRIPTION
------      --------------------------------------------------------------------
<S>         <C>
10.4.1      Amendment dated as of December 8, 1999 to the Amended and Restated
            Agreement of Limited Partnership of Globalstar, L.P.(13)

10.4.2      Amendment dated as of February 1, 2000 to the Amended and Restated
            Agreement of Limited Partnership of Globalstar, L.P.(16)

10.5        Service Provider Agreements by and between Globalstar, L.P. and each
            of Loral General Partner, Inc. and Loral/DASA Globalstar, L.P.(7)

10.6        Contract between Globalstar, L.P. and Space Systems/Loral, Inc.(7)

10.7        1996 Amended and Restated Stock Option Plan++(26)

10.7.1      Amendment No. 1 to 1996 Amended and Restated Stock Option Plan++(26)

10.7.2      2000 Amended and Restated Stock Option Plan++(26)

10.7.3      Amendment No. 1 to 2000 Amended and Restated Stock Option Plan++(26)

10.8        Common Stock Purchase Plan for Non-Employee Directors(1)++

10.9        Employment Agreement between the Registrant and Bernard L.
            Schwartz(1)++

10.9.1      Amendment dated as of March 1, 1998 to Employment Agreement between
            the Registrant and Bernard L. Schwartz(11)++

10.9.2      Amendment dated as of July 18, 2000 to Employment Agreement between
            the Registrant and Bernard L. Schwartz(20)++

10.9.3      Amendment dated February 25, 2003 to Employment Agreement between
            the Registrant and Bernard L. Schwartz++(26)

10.10       Registration Rights Agreement dated as of August 9, 1996 among Loral
            Space & Communications Ltd., Lehman Brothers Capital Partners II,
            L.P., Lehman Brothers Merchant Banking Portfolio Partnership L.P.,
            Lehman Brothers Offshore Investment Partnership L.P. and Lehman
            Brothers Offshore Investment Partnership-Japan L.P.(8)

10.11       Registration Rights Agreement dated November 6, 1996 relating to the
            Registrant's 6% Convertible Preferred Equivalent Obligations due
            2006(6)

10.12       Registration Rights Agreement (Series C Preferred Stock) dated as of
            March 31, 1997 between Loral Space & Communications Ltd. and
            Finmeccanica S.p.A. and dated as June 23, 1997 among Loral Space &
            Communications Ltd., Aerospatiale SNI and Alcatel Espace(9)

10.13       Registration Rights Agreement (Common Stock) dated as of June 23,
            1997 among Loral Space & Communications Ltd., Aerospatiale SNI and
            Alcatel Espace(9)

10.14       Alliance Agreement dated as of June 23, 1997 among Loral Space &
            Communications Ltd., Aerospatiale SNI, Alcatel Espace and
            Finmeccanica S.p.A.(9)

10.15       Principal Stockholder Agreement dated as of October 7, 1997 among
            Loral Space & Communications Ltd., Loral Satellite Corporation,
            Orion Network Systems, Inc. and certain Orion stockholders signatory
            thereto(4)

10.16       Agreement of Limited Partnership of CyberStar, L.P. dated as of June
            30, 1997(11)

10.17       Purchase and Sale Agreement dated November 17, 1997 between the
            Federal Government of the United Mexican States and Corporativo
            Satelites Mexicanos, S.A. de C.V. for the purchase and sale of the
            capital stock of Satelites Mexicanos, S.A. de C.V. (English
            translation of Spanish original)(11)

10.18       Amended and Restated Membership Agreement dated and effective as of
            August 21, 1998 among Loral Satmex Ltd. and Ediciones Enigma, S.A.
            de C.V. and Firmamento Mexicano, S. de R.L. de C.V.(12)

10.19       Letter Agreement dated December 29, 1997 between Loral Space &
            Communications Ltd., Telefonica Autrey S.A. de C.V., Donaldson,
            Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc. and
            Lehman Commercial Paper Inc. and related Agreement between the
            Federal Government of the United Mexican States, Telefonica Autrey,
            S.A. de C.V., Ediciones Enigma, S.A. de C.V., Loral Space &
            Communications Ltd., Loral Satmex Ltd. and Servicios Corporativos
            Satelitales, S.A. de C.V.(11)
</TABLE>


                                       4
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
------      --------------------------------------------------------------------
<S>         <C>
10.20       Shareholders Agreement dated December 7, 1998 by and among Alcatel
            SpaceCom, Loral Space & Communications Ltd., Dr. Jurgen
            Schulte-Hillen and Europe*Star Limited(12)


10.21       Registration Rights Agreement dated as of January 21, 1999 relating
            to Registrant's 9 1/2% Senior Notes due 2006(12)

10.22       Lease Agreement dated as of August 18, 1999 by and between Loral
            Asia Pacific Satellite (HK) Limited and APT Satellite Company
            Limited(15)

10.23       Registration Rights Agreement dated as of February 18, 2000 relating
            to Registrant's 6% Series D Convertible Redeemable Preferred Stock
            due 2007(16)

10.24       Fee Agreement dated as of April 19, 1996 by and among Globalstar,
            Globalstar Telecommunications Limited, Loral Corporation, Loral
            Space & Communications Ltd., Qualcomm Limited Partner, Inc., Space
            Systems/Loral, Inc. and DASA Globalstar Limited Partner, Inc.(18)

10.25       Intercreditor Agreement dated as of April 19, 1996 by and among
            Globalstar, Globalstar Telecommunications Limited, Loral
            Corporation, Loral Space & Communications Ltd., Qualcomm Limited
            Partner, Inc., Space Systems/Loral, Inc. and DASA Globalstar Limited
            Partner, Inc.(18)

10.26       Credit Agreement dated as of November 17, 2000 by and among Loral
            Satellite, Inc., Bank of America, National Association, Bank of
            America Securities LLC, Credit Lyonnais and Lehman Commercial Paper,
            Inc.(19)

10.27.1     First Amendment to the Credit Agreement, dated as of December 21,
            2001, among Loral Satellite, Inc., Bank of America, N.A., as
            Administrative Agent, and the other lenders parties thereto(24)

10.27.2     Form of Second Amendment to Credit Agreement, dated as of March 31,
            2003, among Loral Satellite, Inc., Bank of America, N.A., as
            Administrative Agent, and the other lender parties thereto.(26)

10.28.1     Guarantee dated as of November 17, 2000 made by Loral Space &
            Communications Ltd.(19)

10.28.2     Form of First Amendment to Guarantee dated as of March 31, 2003 made
            by Loral Space & Communications Ltd.(26)

10.29       Assignment, Amendment and Release Agreement dated as of November 17,
            2000 by and among the lenders parties to the Globalstar Credit
            Agreement, Loral Satellite, Inc., Loral Satcom Ltd., Loral Space &
            Communications Ltd., Loral Space & Communication Corporation,
            Globalstar, L.P. and Bank of America, National Association(19)

10.30       Amended and Restated Collateral Agreement dated as of November 17,
            2000 by and among Loral Satellite, Inc. and Bank of America,
            National Association(19)

10.31       Form of Employment Protection Agreement(20)++

10.31.1     Form of Amendment No. 1 to Employment Protection Agreement++(25)


10.32       Form of Subordinated Guaranty Agreement between Loral Space &
            Communications Ltd. and Loral SpaceCom Corporation, with respect to
            the $29.7 million aggregate principal amount, 10% Subordinated Note
            due 2006, with a copy of the 10% Subordinated Note due 2006 included
            therein(21)

10.33       Warrant Agreement dated as of December 21, 2001 between Loral Space
            & Communications Ltd. and The Bank of New York, as warrant agent(22)

10.34       Guaranty Agreement dated as of December 21, 2001 between Loral Space
            & Communications Ltd. and Bankers Trust Company, as trustee(22)

10.35       Indenture, dated as of December 21, 2001, by and among Loral
            CyberStar, Inc., certain of its subsidiaries and Bankers Trust
            Company, as trustee(22)

10.36       Consent Agreement dated January 9, 2002 among the United States
            Department of State, Loral Space & Communications Ltd. and Space
            Systems/Loral, Inc.(23)

10.37.1     Amended and Restated Credit Agreement dated as of December 21, 2001
            by and among Loral SpaceCom Corporation, Bank of America, N.A., as
            Administrative Agent, and the other lenders parties thereto(24)

10.37.2     Form of First Amendment to Amended and Restated Credit Agreement
            dated as of March 31, 2003 by and among Loral SpaceCom Corporation,
            Bank of America, N.A., as Administrative Agent, and the other
            lenders parties thereto.(26)
</TABLE>
                                       5
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
------      --------------------------------------------------------------------
<S>         <C>
10.38       Guarantee dated as of December 21, 2001 made by Loral Space &
            Communications Corporation and certain subsidiaries of Loral
            SpaceCom Corporation in favor of Bank of America, N.A., as
            Administrative Agent(24)

10.39       Security Agreement dated as of December 21 2001, by and among Loral
            SpaceCom Corporation, Space Systems/Loral, Inc., Loral
            Communications Services, Inc., Loral Ground Services, L.L.C. and
            Bank of America, N.A., as Collateral Agent(24)

10.40.1     Pledge Agreement dated as of December 21, 2001 by and among Loral
            SpaceCom Corporation, Space Systems/Loral, Inc., Loral Ground
            Services, L.L.C., Loral Space & Communications Corporation, Loral
            Communications Services, Inc. and Bank of America, N.A., as
            Collateral Agent(24)

10.40.2     Form of Second Amended and Restated Pledge Agreement dated as of
            March 31, 2003.(26)

10.41.1     Intercreditor and Subordination Agreement dated as of December 21,
            2001 by and among Loral SpaceCom Corporation, Bank of America, N.A.,
            as Administrative Agent for the lenders under the senior credit
            facility, Bank of America, N.A. as Administrative Agent for the
            lenders under the junior credit facility, and Bank of America, N.A.,
            as Collateral Agent(24)

10.41.2     Form of Second Intercreditor and Subordination Agreement dated as of
            March 31, 2003.(26)

10.42       Apstar V Condosat Agreement dated as of December 10, 2002 between
            APT Satellite Company Limited and Loral Orion, Inc.(26)

12          Statement Re: Computation of Ratios(26)

21          List of Subsidiaries of the Registrant(26)

23.1        Consent of Deloitte & Touche LLP(26)

23.2        Consent of Deloitte & Touche LLP(26)

31.1        Certification of Chief Executive Officer pursuant to 18
            U.S.C. Section 1350, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002+

31.2        Certification of Chief Financial Officer pursuant to 18
            U.S.C. Section 1350, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002+
</TABLE>

----------

(1)   Incorporated by reference from the Registrant's Registration Statement on
      Form 10 (No. 1-14180).

(2)   Incorporated by reference from the Registrant's Current Report on Form 8-K
      filed on September 27, 1996.

(3)   Incorporated by reference from the Registrant's Current Report on Form 8-K
      filed on March 28, 1997.

(4)   Incorporated by reference from the Registrant's Current Report on Form 8-K
      filed on October 10, 1997.

(5)   Incorporated by reference from the Registrant's Registration Statement on
      Form S-4 filed on February 17, 1998 (File No. 333-46407).

(6)   Incorporated by reference from the Registrant's Annual Report on Form 10-K
      for the nine month period ended December 31, 1996.

(7)   Incorporated by reference from the Registration Statement on Form S-1 of
      Globalstar Telecommunications Limited (File No. 33-86808).

(8)   Incorporated by reference from the Registrant's Current Report on Form 8-K
      filed on August 13, 1996.

(9)   Incorporated by reference from the Registrant's Current Report on Form 8-K
      filed on July 8, 1997.

(10)  Incorporated by reference from the Registrant's Current Report on Form 8-K
      filed on December 9, 1997.


                                       6
<PAGE>
(11)  Incorporated by reference from the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1997.

(12)  Incorporated by reference from the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1998.

(13)  Incorporated by reference from the Current Report on Form 8-K filed on
      December 21, 1999 by Globalstar Telecommunications Limited and Globalstar,
      L.P.

(14)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on August 6, 1999.

(15)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on August 23, 1999.

(16)  Incorporated by reference from the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1999.

(17)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on May 3, 2000.

(18)  Incorporated by reference from Registrant's Current Report of Form 8-K
      filed on July 7, 2000.

(19)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on November 20, 2000.

(20)  Incorporated by reference from Registrant's Annual Report on Form 10-K for
      the fiscal year ended December 31, 2000.

(21)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on December 14, 2001.

(22)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on January 7, 2002.

(23)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on January 9, 2002.

(24)  Incorporated by reference from Registrant's Current Report on Form 8-K
      filed on January 10, 2002.

(25)  Incorporated by reference from Registrant's Annual Report on Form 10-K for
      the fiscal year ended December 31, 2001.

(26)  Previously filed with the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 31, 2002.

      + Filed herewith.

      ++ Management compensation plan.

      (b) Reports on Form 8-K.

       DATE OF REPORT                                      DESCRIPTION
      ----------------                                   -------------
      October 15, 2002      Item 5 -- Other Events       Exchange Offer


                                       7
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                LORAL SPACE & COMMUNICATIONS LTD.

                                   By: /s/ BERNARD L. SCHWARTZ
                                   ---------------------------
                                       Bernard L. Schwartz
                                      Chairman of the Board
                                   and Chief Executive Officer
                                      Dated: April 7, 2004


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
        SIGNATURES                      TITLE                        DATE
        ----------                      -----                        ----
<S>                        <C>                                <C>
/s/ BERNARD L. SCHWARTZ    Chairman of the Board and Chief      April 7, 2004
------------------------          Executive Officer
   Bernard L. Schwartz

   /s/ HOWARD GITTIS                   Director                 April 7, 2004
   ------------------
      Howard Gittis

  /s/ ROBERT B. HODES                  Director                 April 7, 2004
  --------------------
     Robert B. Hodes

    /s/ GERSHON KEKST                  Director                 April 7, 2004
    -----------------
      Gershon Kekst

   /s/ CHARLES LAZARUS                 Director                 April 7, 2004
   -------------------
     Charles Lazarus

    /s/ SALLY MINARD                   Director                 April 7, 2004
    -----------------
       Sally Minard

 /s/ MALVIN A. RUDERMAN                Director                 April 7, 2004
 -----------------------
    Malvin A. Ruderman

  /s/ E. DONALD SHAPIRO                Director                 April 7, 2004
  ---------------------
    E. Donald Shapiro

   /s/ ARTHUR L. SIMON                 Director                 April 7, 2004
   -------------------
     Arthur L. Simon

 /s/ DANIEL YANKELOVICH                Director                 April 7, 2004
 -----------------------
    Daniel Yankelovich

   /s/ ERIC J. ZAHLER        Director, President and COO        April 7, 2004
   -------------------
      Eric J. Zahler

/s/ RICHARD J. TOWNSEND    Executive Vice President and CFO     April 7, 2004
------------------------    (Principal Financial Officer)
   Richard J. Townsend

   /s/ HARVEY B. REIN       Vice President and Controller       April 7, 2004
   -------------------      (Principal Accounting Officer)
      Harvey B. Rein
</TABLE>


                                       8