<PAGE>


Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations, and Note D to the
Registrants' 1999 Annual Report included in Item 8.
Financial Statements and Supplementary Data disclosed the
incorrect discount rate awarded to all bidders of 13-week
Treasury bills during the Treasury's March 16, 2000 auction.
The incorrect rate disclosed was 5.893% and has been
amended to reflect the correct rate of 5.730%.


<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           FORM 10-K/A Amendment #1

(Mark One)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended December 31, 1999

                                       OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from _______________________ to ______________________

Commission file number: 333-83011
                        333-83015
                        333-83017

                        WORLD MONITOR TRUST II-SERIES D
                        WORLD MONITOR TRUST II-SERIES E
                        WORLD MONITOR TRUST II-SERIES F
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                               13-4058318
                                               13-4058319
Delaware                                       13-4058320
--------------------------------------------------------------------------------
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

One New York Plaza, 13th Floor, New York, New York         10292
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (212) 778-7866

Securities registered pursuant to Section 12(b) of the Act:
                                     None
--------------------------------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
                             Limited Interests
--------------------------------------------------------------------------------
                             (Title of class)

   Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes CK 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 [CK]

                      DOCUMENTS INCORPORATED BY REFERENCE

   First Amended and Restated Declaration of Trust and Trust Agreement of the
Registrants dated as of May 15, 1999, included as part of the Registration
Statements on Form S-1 (File No. 333-83011, File No. 333-83015 and File No.
333-83017) filed with the Securities and Exchange Commission on September 15,
1999, pursuant to Rule 424(b) of the Securities Act of 1933, is incorporated by
reference into Part IV of this Annual Report on Form 10-K

   Registrant's Annual Report to Interest holders for the period ended December
31, 1999 is incorporated by reference into Parts II and IV of this Annual Report
on Form 10-K

                                Index to exhibits can be found on pages 8 and 9.
<PAGE>
                             WORLD MONITOR TRUST II
                          (a Delaware Business Trust)

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I                                                                                         PAGE
<S>        <C>                                                                                <C>
Item  1    Business.........................................................................     3
Item  2    Properties.......................................................................     4
Item  3    Legal Proceedings................................................................     4
Item  4    Submission of Matters to a Vote of Interest Holders..............................     4

<CAPTION>
PART II
<S>        <C>                                                                                <C>
Item  5    Market for the Registrant's Interests and Related Interest Holder Matters........     4
Item  6    Selected Financial Data..........................................................     4
Item  7    Management's Discussion and Analysis of Financial Condition and Results of
             Operations.....................................................................     4
Item 7A    Quantitative and Qualitative Disclosures about Market Risk.......................     4
Item  8    Financial Statements and Supplementary Data......................................     4
Item  9    Changes in and Disagreements with Accountants on Accounting and Financial
             Disclosure.....................................................................     5

<CAPTION>
PART III
<S>        <C>                                                                                <C>
Item 10    Directors and Executive Officers of the Registrant...............................     5
Item 11    Executive Compensation...........................................................     6
Item 12    Security Ownership of Certain Beneficial Owners and Management...................     7
Item 13    Certain Relationships and Related Transactions...................................     7

<CAPTION>
PART IV
<S>        <C>                                                                                <C>
Item 14    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................     8
           Financial Statements and Financial Statement Schedules...........................     8
           Exhibits.........................................................................     8
           Reports on Form 8-K..............................................................     9

SIGNATURES..................................................................................    10
</TABLE>

                                       2
<PAGE>
                                     PART I

Item 1. Business

General

   World Monitor Trust II (the 'Trust') is a business trust organized under the
laws of Delaware on April 22, 1999. As of December 31, 1999, the Trust had not
yet commenced trading operations. The Trust consists of three separate and
distinct series ('Series'): Series D, E and F (each a 'Registrant' and
collectively, the 'Registrants'). The assets of each Series are segregated from
the other Series, separately valued and independently managed. Each Series was
formed to engage in the speculative trading of a diversified portfolio of
futures, forward and options contracts and may, from time to time, engage in
cash and spot transactions. The trustee of the Registrants is Wilmington Trust
Company. The Registrants' fiscal year for book and tax purposes ends on December
31.

   Up to $50,000,000 of beneficial interests in each Series ('Interests') are
being offered (totalling $150,000,000) unless the managing owner, in its sole
discretion, exercises its over-subscription option to offer additional interests
('Subscription Maximum'). Interests are being offered to investors who meet
certain established suitability standards, with a minimum initial subscription
of $5,000 ($2,000 for an individual retirement account ('IRA')), although the
minimum purchase for any single Series is $1,000.

   Initially, the Interests for each Series were being offered for a period of
up to 180 days after the date of the Prospectus ('Initial Offering Period'). The
price per Interest during the Initial Offering Period was $100. Each Series
could commence operations at any time if the minimum amount of Interests were
sold before the Initial Offering Period expired ('Subscription Minimum'). The
Subscription Minimum is $5,000,000 for each Series. During March 2000, the
Subscription Minimum for each Series was reached and as a result, trading began
for Series D and Series F on March 13, 2000 and March 1, 2000, respectively. It
is anticipated that Series E will begin trading shortly. Thereafter, or until
the Subscription Maximum for each Series is reached, each Series' Interests will
continue to be offered on a weekly basis at the then current net asset value per
Interest ('Continuous Offering Period').

   The Registrants are engaged solely in the business of commodity futures and
forward trading; therefore, presentation of industry segment information is not
available.

Managing Owner and its Affiliates

   The managing owner of the Registrants is Prudential Securities Futures
Management Inc. (the 'Managing Owner'), a wholly owned subsidiary of Prudential
Securities Incorporated ('PSI') which, in turn, is a wholly owned subsidiary of
Prudential Securities Group Inc. PSI is the selling agent for the Registrants as
well as the commodity broker of the Registrants. The Managing Owner is required
to maintain at least a 1% interest in the capital, profits and losses of each
Series so long as it is acting as the Managing Owner, and it will make such
contributions (and in return will receive such general interests) as are
necessary to effect this requirement.

The Trading Advisors

   Each Series has its own professional commodity trading advisor that makes
that Series' trading decisions. The Managing Owner, on behalf of the Trust,
entered into advisory agreements with Bridgewater Associates, Inc., Graham
Capital Management, L.P. and Campbell & Company, Inc. (each a 'Trading Advisor')
to make the trading decisions for Series D, E and F, respectively. Each advisory
agreement may be terminated at the discretion of the Managing Owner. It is
currently contemplated that each Series' Trading Advisor will be allocated one
hundred percent of the capital raised for that Series during the Initial and
Continuous Offering Periods.

Competition

   The Managing Owner and its affiliates have formed, and may continue to form,
various entities to engage in the speculative trading of futures, forward and
options contracts which have certain of the same investment policies as the
Registrants.

                                       3

<PAGE>
   The Trust is an open-end series of funds which will solicit the sale of
additional Interests on a weekly basis until the Subscription Maximum for each
Series is reached. As such, each Registrant may compete with other entities to
attract new participants. In addition, to the extent that a Trading Advisor
recommends similar or identical trades to a Registrant and other accounts which
it manages, that Registrant may compete with those accounts for the execution of
the same or similar trades.

Employees

   The Registrants have no employees. Management and administrative services for
each Registrant are performed by the Managing Owner and its affiliates pursuant
to the First Amended and Restated Declaration of Trust and Trust Agreement
('Trust Agreement') as further discussed in Notes A, C and D to the Registrants'
annual report for the period ended December 31, 1999 ('Registrants' 1999 Annual
Report') which is filed as an exhibit hereto.

Item 2. Properties

   The Registrants do not own or lease any property.

Item 3. Legal Proceedings

   There are no material legal proceedings pending by or against the Registrants
or the Managing Owner.

Item 4. Submission of Matters to a Vote of Interest Holders

   None

                                    PART II

Item 5. Market for the Registrant's Interests and Related Interest Holder
        Matters

   Information with respect to the offering of Interests is incorporated by
reference to Note A to the Registrants' 1999 Annual Report, which is filed as an
exhibit hereto.

   A significant secondary market for the Interests is not expected to develop
in the future. There are also certain restrictions set forth in the Trust
Agreement limiting the ability of an Interest holder to transfer Interests.
However, Interests may be redeemed on a weekly basis, but are subject to a
redemption fee if effected within one year of the effective date of purchase.
Additionally, Interests owned in one Series may be exchanged, without any
charge, for Interests of one or more other Series on a weekly basis for as long
as Interests in those Series are being offered to the public. Exchanges and
redemptions are calculated based on the applicable Series' then current net
asset value per Interest as of the close of business on the Friday immediately
preceding the week in which the exchange or redemption request is effected.

Item 6. Selected Financial Data

   As of December 31, 1999, the Registrants had not yet commenced operations.
The Managing Owner had contributed $1,000 to each Series and in return the
Managing Owner received 10 general interests in each Series.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

   This information is incorporated by reference to page 8 of the Registrants'
1999 Annual Report which is filed as an exhibit hereto.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

   Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data

   The financial statements are incorporated by reference to pages 2 through 6
of the Registrants' 1999 Annual Report which is filed as an exhibit hereto.

                                       4
<PAGE>
   Supplementary data specified by Item 302 of Regulation S-K (selected
quarterly financial data) is not applicable.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

   None

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

   There are no directors or executive officers of the Registrants. The
Registrants are managed by the Managing Owner.

   The Managing Owner's directors and executive officers and any person holding
more than ten percent of each Registrant's Interests ('Ten Percent Owners') are
required to report their initial ownership of such Interests and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4 or 5. Such executive officers, directors and Ten Percent Owners are required
by Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 or 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrants have
relied solely on written representations of the Managing Owner's directors and
executive officers and Ten Percent Owners or copies of the reports that they
have filed with the Securities and Exchange Commission during and with respect
to its most recent fiscal year.

   The directors and executive officers of Prudential Securities Futures
Management Inc. and their positions with respect to the Registrants are as
follows:

      Name                                      Position
Joseph A. Filicetti             President and Director
Eleanor L. Thomas               Executive Vice President and Director
Barbara J. Brooks               Chief Financial Officer
Steven Carlino                  Vice President and Treasurer
Alan J. Brody                   Director
A. Laurence Norton, Jr.         Director
Guy S. Scarpaci                 Director
Tamara B. Wright                Senior Vice President and Director

   JOSEPH A. FILICETTI, age 37, is the President and a Director of Prudential
Securities Futures Management Inc. He had been a Vice President of Prudential
Securities Futures Management Inc. and Seaport Futures Management, Inc. from
October 1998 to March 1999. In April 1999, Mr. Filicetti was named to his
current positions at Prudential Securities Futures Management Inc. and became an
Executive Vice President and a Director of Seaport Futures Management, Inc. Mr.
Filicetti is also a Vice President of PSI and the Director of Sales and
Marketing for its managed futures department. Prior to joining PSI, Mr.
Filicetti was with Rotella Capital Management as Director of Sales and Marketing
from September 1996 through September 1998, and was with Merrill Lynch as a
market maker trading bonds from July 1992 to August 1996.

   ELEANOR L. THOMAS, age 45, is the Executive Vice President and a Director of
Prudential Securities Futures Management Inc. and is the President and a
Director of Seaport Futures Management, Inc. She is primarily responsible for
origination, asset allocation, and due diligence for the managed futures
department within PSI. She is also a First Vice President of PSI. Prior to
joining PSI in March 1993, she was with MC Baldwin Financial Company from June
1990 through February 1993 and Arthur Andersen & Co. from 1986 through May 1990.
Ms. Thomas is a certified public accountant.

   BARBARA J. BROOKS, age 51, is the Chief Financial Officer of Prudential
Securities Futures Management Inc. She is a Senior Vice President of PSI. She is
also the Chief Financial Officer of Seaport Futures

                                       5
<PAGE>
Management, Inc. and serves in various capacities for other affiliated
companies. She has held several positions within PSI since April 1983. Ms.
Brooks is a certified public accountant.

   STEVEN CARLINO, age 36, is a Vice President and Treasurer of Prudential
Securities Futures Management Inc. He is a First Vice President of PSI. He is
also a Vice President and Treasurer of Seaport Futures Management, Inc. and
serves in various capacities for other affiliated companies. Prior to joining
PSI in October 1992, he was with Ernst & Young for six years. Mr. Carlino is a
certified public accountant.

   ALAN J. BRODY, age 48 is a Director of Prudential Securities Futures
Management Inc. and Seaport Futures Management, Inc. Mr. Brody has been a Senior
Vice President and Director of International Sales and Marketing for PSI since
1996. Based in London, Mr. Brody is currently responsible for the marketing and
sales of all PSI products and services to international clientele throughout the
firm's global branch system. Additionally, Mr. Brody has overall responsibility
for the managed futures department within PSI. Prior to joining PSI, Mr. Brody
was an Executive Director and Senior Vice President with Lehman Brothers'
Financial Services Division in London and President of Lehman Brothers Futures
Asset Management Corp. from 1990 to 1996. Prior to joining Lehman Brothers, Mr.
Brody served as President and Chief Executive Officer of Commodity Exchange,
Inc. from 1980 to 1989. Mr. Brody was associated with the law firm of Baer,
Marks and Upham from 1977 to 1980.

   A. LAURENCE NORTON, JR., age 61, is a Director of Prudential Securities
Futures Management Inc. He is an Executive Vice President of PSI and, since
March 1994, has been the director of the International and Futures Divisions of
PSI. He is also a Director of Seaport Futures Management, Inc. and is a member
of PSI's Operating Committee. From October 1991 to March 1994, he held the
position of Executive Director of Retail Development and Retail Strategies at
PSI. Prior to joining PSI in 1991, Mr. Norton was a Senior Vice President and
Branch Manager of Shearson Lehman Brothers.

   GUY S. SCARPACI, age 53, is a Director of Prudential Securities Futures
Management Inc. He is a First Vice President of the Futures Division of PSI. He
is also a Director of Seaport Futures Management, Inc. Mr. Scarpaci has been
employed by PSI in positions of increasing responsibility since August 1974.

   TAMARA B. WRIGHT, age 41, is a Director and Senior Vice President of
Prudential Securities Futures Management Inc. She is a Senior Vice President and
Chief Administrative Officer for the International and Futures Divisions of PSI.
She is also a Director and Senior Vice President of Seaport Futures Management,
Inc. and serves in various capacities for other affiliated companies. Prior to
joining PSI in July 1988, she was a manager with Price Waterhouse.

   Effective April 1999, Eleanor L. Thomas and Joseph A. Filicetti were elected
as Directors for both Prudential Securities Futures Management Inc. and Seaport
Futures Management, Inc. In addition, Mr. Filicetti was elected as President of
Prudential Securities Futures Management Inc. replacing Thomas M. Lane, Jr. and
Ms. Thomas was elected as the Executive Vice President of Prudential Securities
Futures Management Inc. Additionally, Alan J. Brody was elected as a Director of
Prudential Securities Futures Management Inc. and Seaport Futures Management,
Inc. during May 1999.

   There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.

Item 11. Executive Compensation

   The Registrants do not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the Managing Owner for their services.
Certain directors and officers of the Managing Owner receive compensation from
affiliates of the Managing Owner, not from the Registrants, for services
performed for various affiliated entities, which may include services performed
for the Registrants; however, the Managing Owner believes that any compensation
attributable to services performed for the Registrants is immaterial. (See also
Item 13, Certain Relationships and Related Transactions, for information
regarding compensation to the Managing Owner.)

                                       6
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management

   As of March 21, 2000, no director or executive officer of the Managing Owner
owns directly or beneficially any interest in the voting securities of the
Managing Owner.

   As of March 21, 2000, no director or executive officer of the Managing Owner
owns directly or beneficially any of the Interests issued by the Registrants.

   As of March 21, 2000, the following owners of limited interests beneficially
owned more than five percent (5%) of the limited interests issued by one of the
Registrants:

<TABLE>
<CAPTION>
           Title                    Name and Address of            Amount and Nature of       Percent of
          of Class                   Beneficial Owner              Beneficial Ownership         Class
----------------------------   -----------------------------   ----------------------------   ----------
<S>                            <C>                             <C>                            <C>
Limited interests - Series D   Mr. Donald Ellis                 5,500.686 limited interests       10.53%
                               64 Walnut Circle
                               Basking Ridge, NJ 07920
Limited interests - Series D   Drs. Antonio Salud Pres          3,964.343 limited interests        7.59%
                               and Kuang-Min Yang Co-TTEES
                               315 W. Wisconsin Ave.
                               Appleton, WI 54911-4355
</TABLE>

Item 13. Certain Relationships and Related Transactions

   The Registrants have and will continue to have certain relationships with the
Managing Owner and its affiliates. However, there have been no direct financial
transactions between the Registrants and the directors or officers of the
Managing Owner.

   Reference is made to Notes A, C and D to the financial statements in the
Registrants' 1999 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties.

                                       7
<PAGE>
                                    PART IV

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                             Number
                                                                                          ------------

<C>      <S>                                                                              <C>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)       1.   Financial Statements and Report of Independent Accountants--incorporated
               by reference to the Registrants' 1999 Annual Report which is filed as an
               exhibit hereto

               Report of Independent Accountants                                               1

               Financial Statements:

               Statement of Financial Condition--December 31, 1999                             2

               Notes to Statement of Financial Condition                                       3

          2.   Financial Statement Schedules

               All schedules have been omitted because they are not applicable or the
               required information is included in the financial statements or notes
               thereto.

        3. Exhibits

        (a) Description:

        3.1
        and
        4.1-- First Amended and Restated Declaration of Trust and Trust
             Agreement of World Monitor Trust II dated as of May 15, 1999
             (incorporated by reference to Exhibit 3.1 and 4.1 to each of Series
             D, E and F's Registration Statements on Form S-1, File Nos.
             333-83011, 333-83015 and 333-83017, respectively, filed on
             September 17, 1999)

        4.2-- Form of Request for Redemption (incorporated by reference to
             Exhibit 4.2 to each of Series D, E and F's Registration Statements
             on Form S-1, File Nos. 333-83011, 333-83015 and 333-83017,
             respectively, filed on September 17, 1999)

        4.3-- Form of Exchange Request (incorporated by reference to Exhibit 4.3
             to each of Series D, E and F's Registration Statements on Form S-1,
             File Nos. 333-83011, 333-83015 and 333-83017, respectively, filed
             on September 17, 1999)

        4.4-- Form of Subscription Agreement (incorporated by reference to
             Exhibit 4.4 to each of Series D, E and F's Registration Statements
             on Form S-1, File Nos. 333-83011, 333-83015 and 333-83017,
             respectively, filed on September 17, 1999)

       10.1-- Form of Escrow Agreement among the Trust, Managing Owner, PSI and
             the Chase Manhattan Bank (incorporated by reference to Exhibit 10.1
             to each of Series D, E and F's Registration Statements on Form S-1,
             File Nos. 333-83011, 333-83015 and 333-83017, respectively, filed
             on September 17, 1999)

       10.2-- Form of Brokerage Agreement among the Trust and PSI (incorporated
             by reference to Exhibit 10.2 to each of Series D, E and F's
             Registration Statements on Form S-1, File Nos. 333-83011, 333-83015
             and 333-83017, respectively, filed as of July 16, 1999)

       10.3-- Form of Advisory Agreement among the Trust, Managing Owner, and
             each Trading Advisor (incorporated by reference to Exhibit 10.3 to
             each of Series D, E and F's Registration Statements on Form S-1,
             File Nos. 333-83011, 333-83015 and 333-83017, respectively, filed
             on July 16, 1999 for Series D and E and September 17, 1999 for
             Series F)

       10.4-- Form of Representation Agreement Concerning the Representation
             Statement and the Prospectus among the Trust, Managing Owner, PSI,
             Wilmington Trust Company and each

                                       8
<PAGE>
             Trading Advisor (incorporated by reference to Exhibit 10.4 to each
             of Series D, E and F's Registration Statements on Form S-1, File
             Nos. 333-83011, 333-83015 and 333-83017, respectively, filed on
             July 16, 1999 for Series D and E and September 17, 1999 for Series
             F)

       10.5-- Form of Net Worth Agreement between the Managing Owner and
             Prudential Securities Group Inc. (incorporated by reference to
             Exhibit 10.5 to each of Series D, E and F's Registration Statements
             on Form S-1, File Nos. 333-83011, 333-83015 and 333-83017,
             respectively, filed on July 16, 1999)

      27.1--Financial Data Schedule (filed herewith)

        (b) Reports on Form 8-K--None
</TABLE>
                                       9
<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.

World Monitor Trust II-Series D
World Monitor Trust II-Series E
World Monitor Trust II-Series F

By: Prudential Securities Futures Management Inc.
    A Delaware corporation, Managing Owner

     By: /s/ Steven Carlino                       Date: March 30, 2000
     ----------------------------------------
     Steven Carlino
     Vice President and Treasurer

   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 (with respect to the Managing Owner) and on the
dates indicated.

By: Prudential Securities Futures Management Inc.
    A Delaware corporation, Managing Owner

    By: /s/ Joseph A. Filicetti                   Date: March 30, 2000
    -----------------------------------------
    Joseph A. Filicetti
    President and Director

    By: /s/ Eleanor L. Thomas                     Date: March 30, 2000
    -----------------------------------------
    Eleanor L. Thomas
    Executive Vice President and Director

    By: /s/ Barbara J. Brooks                     Date: March 30, 2000
    -----------------------------------------
    Barbara J. Brooks
    Chief Financial Officer

    By: /s/ Steven Carlino                        Date: March 30, 2000
    -----------------------------------------
    Steven Carlino
    Vice President and Treasurer

    By: /s/ Alan J. Brody                         Date: March 30, 2000
    -----------------------------------------
    Alan J. Brody
    Director

    By:                                           Date:
    -----------------------------------------
    A. Laurence Norton, Jr.
    Director

    By: /s/ Guy S. Scarpaci                       Date: March 30, 2000
    -----------------------------------------
    Guy S. Scarpaci
    Director

    By:                                           Date:
    -----------------------------------------
    Tamara B. Wright
    Senior Vice President and Director

                                       10