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

FORM 10-K

(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, 2000

/ / 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: 0-25787

WORLD MONITOR TRUST--SERIES B
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 13-3985041
- --------------------------------------------------------------------------------
(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

Prospectus, included as part of Post-Effective Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-43041) filed with the
Securities and Exchange Commission (the 'SEC') on April 7, 2000 and the
supplement thereto filed with the SEC on December 1, 2000, are incorporated by
reference into Parts I, II and III of this Annual Report on Form 10-K

Registrant's Annual Report to Interest holders for the year ended December
31, 2000 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 9 and 10.

WORLD MONITOR TRUST--SERIES B
(a Delaware Business Trust)

TABLE OF CONTENTS

PART I PAGE

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

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

PART III
Item 10 Directors and Executive Officers of the Registrant............................... 6
Item 11 Executive Compensation........................................................... 7
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 7
Item 13 Certain Relationships and Related Transactions................................... 8

PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 9
Financial Statements and Financial Statement Schedules........................... 9
Exhibits......................................................................... 9
Reports on Form 8-K.............................................................. 10

SIGNATURES.................................................................................. 11

PART I

Item 1. Business

General

World Monitor Trust (the 'Trust') is a business trust organized under the
laws of Delaware on December 17, 1997. The Trust commenced trading operations on
June 10, 1998 and will terminate on December 31, 2047 unless terminated sooner
as provided in the Second Amended and Restated Declaration of Trust and Trust
Agreement (the 'Trust Agreement'). The Trust consists of three separate and
distinct series ('Series'): Series A, B and C. The assets of each Series are
segregated from those of 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 Trust is
Wilmington Trust Company. The Trust's fiscal year for book and tax purposes ends
on December 31.

The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.

The Offering

Beneficial interests in each Series ('Interests') are being offered once each
week until each Series' subscription maximum has been issued either through sale
or exchange. On June 10, 1998, a sufficient number of subscriptions for each
Series had been received and accepted by the managing owner to permit each
Series to commence trading. Series B (the 'Registrant') completed its initial
offering with gross proceeds of $5,709,093 from the sale of 56,330.929 limited
interests and 760 general interests. General interests are sold exclusively to
the Managing Owner.

Series A was offered until it achieved its subscription maximum of
$34,000,000 during November 1999. Interests in Series B and Series C will
continue to be offered on a weekly basis at the then current net asset value per
Interest until the subscription maximum of $33,000,000 for each Series is sold
('Continuous Offering Period').

Managing Owner and its Affiliates

The managing owner of the Registrant 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 Registrant, as
well as its commodity broker. 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 general interests) as are necessary to meet this
requirement.

The Trading Advisor

Each Series has its own independent commodity trading advisor that makes that
Series' trading decisions. The Managing Owner, on behalf of the Registrant,
entered into an advisory agreement with Eclipse Capital Management, Inc. (the
'Trading Advisor') to make the trading decisions for the Registrant. The
advisory agreement may be terminated for various reasons, including at the
discretion of the Managing Owner. The Managing Owner has allocated 100% of the
proceeds from the initial and continuous offering of the Registrant to the
Trading Advisor and it is currently contemplated that the Trading Advisor will
continue to be allocated 100% of additional capital raised for the Registrant
during the Continuous Offering Period.

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
Registrant.

The Registrant is an open-end fund which will solicit the sale of additional
Interests on a weekly basis until the subscription maximum is reached. As such,
the Registrant may compete with other entities, whether or

not formed by the Managing Owner, to attract new participants. In addition, to
the extent that the Trading Advisor recommends similar or identical trades to
the Registrant and other accounts which it manages, the Registrant may compete
with those accounts for the execution of the same or similar trades, as well as
with other market participants.

Employees

The Registrant has no employees. Management and administrative services for
the Registrant are performed by the Managing Owner and its affiliates pursuant
to the Trust Agreement as further discussed in Notes A, C and D to the
Registrant's financial statements included in its annual report
to limited owners for the year ended December 31, 2000 (the
'Registrant's 2000 Annual Report') which is filed as an exhibit hereto.

Other

In addition to the description above, information is incorporated by
reference to the Prospectus included as part of Post-Effective Amendment No. 2
to the Registration Statement on form S-1 (File No. 333-43041) as filed with the
Securities and Exchange Commission (the 'SEC') on April 7, 2000 and the
Prospectus Supplement filed with the SEC on December 1, 2000 (the Prospectus and
the Prospectus Supplement are collectively referred to herein as the
'Prospectus') and the sections found therein under the following headings:
'SERIES B-Eclipse Capital's Trading System,' 'TRADING LIMITATIONS AND POLICIES,'
'DUTIES AND COMMITMENTS OF THE MANAGING OWNER' and 'SUMMARY OF AGREEMENTS.'

Item 2. Properties

The Registrant does not own or lease any property.

Item 3. Legal Proceedings

There are no material legal proceedings pending by or against the Registrant
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 and the use of proceeds
is incorporated by reference to Note A to the Registrant's 2000 Annual Report,
which is filed as an exhibit hereto and the prospectus section entitled 'THE
OFFERING-The Current Offering Period' and '-Use Of Proceeds.'

A significant secondary market for the Interests has not developed, and 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.

The Registrant did not sell any unregistered interests (i.e. general
interests) exempt from registration under Section 4(2) of the
Securities Act of 1933 during the year ended December 31, 2000.

There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the Trust
Agreement. No distributions have been made since inception and no distributions
are anticipated in the future.

As of March 12, 2001, there were 1,193 holders of record owning 139,964.057
Interests which include 1,500 general interests.

Item 6. Selected Financial Data

The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 9 of the Registrant's 2000
Annual Report which is filed as an exhibit hereto.

Period from
June 19, 1998
(commencement of
Year ended Year Ended operations) to
December 31, December 31, December 31,
2000 1999 1998
------------ ---------------- ----------------

Total revenues (including interest) $ 1,018,696 $ 3,514,395 $ 1,732,093
------------ ---------------- ----------------
------------ ---------------- ----------------
Net income/(loss) $ (950,955 ) $ 1,116,560 $ 1,059,653
------------ ---------------- ----------------
------------ ---------------- ----------------
Net income/(loss) per weighted average
Interest $ (5.22 ) $ 6.91 $ 13.06
------------ ---------------- ----------------
------------ ---------------- ----------------
Total assets $17,796,383 $ 26,285,827 $ 11,558,059
------------ ---------------- ----------------
------------ ---------------- ----------------
Net asset value per Interest $ 121.87 $ 121.63 $ 111.98
------------ ---------------- ----------------
------------ ---------------- ----------------

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

This information is incorporated by reference to pages 11 through 13 of the
Registrant's 2000 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 9
of the Registrant's 2000 Annual Report which is filed as an exhibit hereto.

Selected unaudited quarterly financial data for the years ended December 31,
2000 and 1999 are summarized below:

For the period from For the period from For the period from For the period from
January 1, 2000 April 1, 2000 July 1, 2000 September 30, 2000
to to to to
March 31, 2000 June 30, 2000 September 29, 2000 December 31, 2000
------------------- ------------------- ------------------- -------------------

2000:
Total revenues
(including
interest) $ (258,691) $ (432,522) $(2,559,254) $ 4,269,163
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------
Total revenues
(including
interest) less
commissions $ (741,206) $ (856,730) $(2,905,025) $ 3,955,544
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------
Net income (loss) $ (865,542) $ (966,017) $(2,994,124) $ 3,874,728
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------
Net income (loss) per
weighted average
Interest $ (4.14) $ (4.99) $ (17.32) $ 25.00
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------

For the period from For the period from For the period from For the period from
January 1, 1999 March 27, 1999 June 26, 1999 September 25, 1999
through to to to
March 26, 1999 June 25, 1999 September 24, 1999 December 31, 1999
------------------- ------------------- ------------------- -------------------
1999:

Total revenues
(including
interest) $ 789,847 $ 2,029,581 $ 1,371,822 $ (676,855)
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------
Total revenues
(including
interest) less
commissions $ 549,938 $ 1,680,759 $ 950,145 $(1,207,266)
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------
Net income (loss) $ 420,113 $ 1,314,824 $ 726,334 $(1,344,711)
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------
Net income (loss) per
weighted average
Interest $ 3.58 $ 8.84 $ 4.23 $ (6.61)
------------------- ------------------- ------------------- -------------------
------------------- ------------------- ------------------- -------------------

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 Registrant. The
Registrant is managed by the Managing Owner.

The Managing Owner's directors and executive officers and any person holding
more than ten percent of the 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 Registrant has
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 Registrant are as
follows:

Name Position

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

ELEANOR L. THOMAS, age 46, has been the President and a Director of
Prudential Securities Futures Management Inc. since September 2000 and the
President and a Director of Seaport Futures Management, Inc. (an affiliate of
the Managing Owner) since April 1999. She has held various positions of
increasing responsibility in both Prudential Securities Futures Management Inc.
and Seaport Futures Management, Inc. since joining PSI in 1993. She is a First
Vice President of PSI and the director of the Futures and Hedge Fund Group
within PSI. Prior to joining PSI in March 1993, she was with MC Baldwin
Financial Company from

June 1990 through February 1993 and Arthur Anderson & Co. from 1986 through May
1990. Ms. Thomas is a certified public accountant.

BARBARA J. BROOKS, age 52, 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 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 37, is a Vice President and Treasurer of Prudential
Securities Futures Management Inc. He is a Senior 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.

A. LAURENCE NORTON, JR., age 62, 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 Futures Division 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 54, 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 42, is a Director and a Senior Vice President of
Prudential Securities Futures Management Inc. She is a Senior Vice President and
Chief Administrative Officer for the International Division of PSI. She is also
a Director and a 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 July 2000, Joseph A. Filicetti resigned as President and as a
Director of Prudential Securities Futures Management Inc. Effective September
2000, Eleanor L. Thomas was elected by the Board of Directors of Prudential
Securities Futures Management Inc. as President replacing Joseph A. Filicetti.
Additionally, Joseph A. Filicetti resigned as Executive Vice President and as a
Director of Seaport Futures Management, Inc. effective July 2000.

Effective February 2001, Alan J. Brody resigned as a Director of both
Prudential Securities Futures Management Inc. and Seaport Futures Management,
Inc.

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 Registrant does 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 Registrant, for services
performed for various affiliated entities, which may include services performed
for the Registrant; however, the Managing Owner believes that any compensation
attributable to services performed for the Registrant is immaterial. (See also
Item 13, Certain Relationships and Related Transactions, for information
regarding compensation to the Managing Owner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 12, 2001, 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 12, 2001, no director or executive officer of the Managing Owner
owns directly or beneficially any of the Interests issued by the Registrant.

As of March 12, 2001, the following owner of limited interests beneficially
owns more than five percent (5%) of the limited interests issued by the
Registrant:

Title Name and Address of Amount and Nature of Percent of
of Class Beneficial Owner Beneficial Ownership Class
- ------------------ --------------------------------- ----------------------------- ----------

Limited interests Massachusetts Bay Transportation 17,666.743 limited interests 12.76%
Authority Retirement Fund
99 Summer Street, 17th Floor
Boston, MA 02110-1213

Item 13. Certain Relationships and Related Transactions

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

Reference is made to Notes A, C and D to the financial statements in the
Registrant's 2000 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services. Additionally, reference is
made to the Prospectus section entitled 'SUMMARY OF AGREEMENTS-Brokerage
Agreement.'

PART IV

Annual Report
Page Number
--------------

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 Registrant's 2000 Annual Report which is filed as an
exhibit hereto

Report of Independent Accountants 2

Financial Statements:

Statements of Financial Condition--December 31, 2000 and 1999 3

Statements of Operations--Two years ended December 31, 2000 and the
period from June 10, 1998 (commencement of operations) to December 31,
1998 4

Statements of Changes in Trust Capital--Three years ended December 31,
2000 4

Notes to Financial Statements 5

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

Description:

3.1 Second Amended and Restated Declaration of Trust and Trust Agreement of
and World Monitor Trust dated as of March 17, 1998 (incorporated by
4.1 reference to Exhibits 3.1 and 4.1 to Registrant's Registration Statement
on Form S-1, File No. 333-43041, dated as of March 23, 1998)

4.2 Form of Request for Redemption (incorporated by reference to Exhibit 4.2
to Registrant's Registration Statement on Form S-1, File No. 333-43041,
dated as of March 23, 1998)

4.3 Form of Exchange Request (incorporated by reference to Exhibit 4.3 to
Registrant's Registration Statement on Form S-1, File No. 333-43041,
dated as of March 23, 1998)

4.4 Form of Subscription Agreement (incorporated by reference to Exhibit 4.4
to Registrant's Registration Statement on Form S-1, File No. 333-43041,
dated as of March 23, 1998)

10.1 Form of Escrow Agreement among the Trust, Prudential Securities Futures
Management Inc., Prudential Securities Incorporated and The Bank of New
York (incorporated by reference to Exhibit 10.1 to Registrant's
Registration Statement on Form S-1, File No. 333-43041, dated as of
March 23, 1998)

10.2 Form of Brokerage Agreement between the Trust and Prudential Securities
Incorporated (incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-1, File No. 333-43041, dated as of
March 23, 1998)

10.3 Form of Advisory Agreement among the Registrant, Prudential Securities
Futures Management Inc., and the Trading Advisor (incorporated by
reference to Exhibit 10.3 to Registrant's Registration Statement on Form
S-1, File No. 333-43041, dated as of March 23, 1998)

10.4 Form of Representation Agreement Concerning the Registration Statement
and the Prospectus among the Registrant, Prudential Securities Futures
Management Inc., Prudential Securities Incorporated, Wilmington Trust
Company and the Trading Advisor (incorporated by reference to Exhibit
10.4 to Registrant's Registration Statement on Form S-1, File No.
333-43041, dated as of March 23, 1998)

10.5 Form of Net Worth Agreement between Prudential Securities Futures
Management Inc. and Prudential Securities Group Inc. (incorporated by
reference to Exhibit 10.5 to Registrant's Registration Statement on Form
S-1, File No. 333-43041, dated as of March 23, 1998)

10.6 Form of Foreign Currency Addendum to Brokerage Agreement between the
Trust and Prudential Securities Incorporated (incorporated by reference
to Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q, File No.
333-43041, for the quarter ended March 31, 1998)

13.1 Registrant's 2000 Annual Report (with the exception of the information
and data incorporated by reference in Items 5, 7 and 8 of this Annual
Report on Form 10-K, no other information or data appearing in the
Registrant's 2000 Annual Report is to be deemed filed as part of this
report) (filed herewith)

(b) Reports on Form 8-K--None

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--Series B

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

By: /s/ Steven Carlino Date: March 20, 2001
----------------------------------------
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/ Eleanor L. Thomas Date: March 20, 2001
-----------------------------------------
Eleanor L. Thomas
President and Director

By: /s/ Barbara J. Brooks Date: March 20, 2001
-----------------------------------------
Barbara J. Brooks
Chief Financial Officer

By: /s/ Steven Carlino Date: March 20, 2001
-----------------------------------------
Steven Carlino
Vice President and Treasurer

By: /s/ A. Laurence Norton, Jr. Date: March 20, 2001
-----------------------------------------
A. Laurence Norton, Jr.
Director

By: /s/ Guy S. Scarpaci Date: March 20, 2001
-----------------------------------------
Guy S. Scarpaci
Director

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