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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
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 1-4462

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STEPAN COMPANY
(Exact name of registrant as specified in its charter)

36-1823834
Delaware (I.R.S. Employer Identification
(State or other jurisdiction of Number)
incorporation or organization)

60093
Edens and Winnetka Road, Northfield, (Zip Code)
Illinois

(Address of principal executive
offices)
Registrant's telephone number including area code: 847-446-7500

Securities registered pursuant to Section 12 (b) of the Act:

Name of Each Exchange on
Title of Each Class Which Registered
------------------- ------------------------

Common Stock, $1 par value New York Stock Exchange
Chicago Stock Exchange
5 1/2% Convertible Preferred Stock, no par New York Stock Exchange
value Chicago Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act:

None
(Title of Class)

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. [_] .

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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .

Aggregate market value at February 28, 2001, of voting stock held by
nonaffiliates of the registrant: $134,631,000*

Number of shares outstanding of each of the issuer's classes of common
stock as of February 28, 2001:

Class Outstanding at February 28, 2001
----- --------------------------------

Common Stock, $1 par value 9,253,685

Documents Incorporated by Reference

Part of Form 10-K Document Incorporated
----------------- ---------------------

Part I, Item 1 2000 Annual Report to Stockholders
Part II, Items 5-8 2000 Annual Report to Stockholders
Part III, Items 10-12 Proxy Statement dated March 28, 2001

*Based on reported ownership by all directors, officers and beneficial
owners of more than 5% of registrant's voting stock. However, this
determination does not constitute an admission of affiliate status for any of
these holders.

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PART I

Item 1. Business

Stepan Company and its subsidiaries (the "company") produce specialty and
intermediate chemicals which are sold to other manufacturers and then made
into a variety of end products. The company has three reportable segments:
surfactants, polymers and specialty products. Surfactants refer to chemical
agents which affect the interaction between two surfaces; they can provide
actions such as detergency (i.e., the ability of water to remove soil from
another surface), wetting and foaming, dispersing, emulsification (aiding two
dissimilar liquids to mix), demulsification and viscosity modifications.
Surfactants are the basic cleaning agent in detergents for washing clothes,
dishes, carpets, fine fabrics, floors and walls. Surfactants are also used for
the same purpose in shampoos and conditioners, toothpastes, cosmetics and
other personal care products. Commercial and industrial applications include
emulsifiers for agricultural products, emulsion polymers such as floor
polishes and latex foams and coatings, wetting and foaming agents for
wallboard manufacturing and surfactants for enhanced oil recovery. Polymers
derives its revenue from the sale of phthalic anhydride, polyols and
polyurethane foam systems used in plastics, building materials and
refrigeration industries. Polymers are also used in coating, adhesive, sealant
and elastomer applications. Specialty products sells chemicals used in food,
flavoring and pharmaceutical applications.

MARKETING AND COMPETITION

Principal markets for surfactants are manufacturers of detergents,
shampoos, lotions, toothpastes and cosmetics. Surfactants are also sold to the
producers of emulsifiers and lubricating products. The company also is a
principal provider of polymers used in construction, refrigeration,
automotive, boating and other consumer product industries. Specialty products
are used primarily by food and pharmaceutical manufacturers.

The company does not sell directly to the retail market, but sells to a
wide range of manufacturers in many industries and has many competitors. The
principal methods of competition are product performance, price and
adaptability to the specific needs of individual customers. These factors
allow the company to compete on a basis other than solely price, reducing the
severity of competition as experienced in the sales of commodity chemicals
having identical performance characteristics. The company is a leading
merchant producer of surfactants in the United States. In the case of
surfactants, much of the company's competition comes from the internal
divisions of larger companies, as well as several large national and regional
producers. In the manufacture of polymers, the company competes with the
chemical divisions of several large companies, as well as with other small
specialty chemical manufacturers. In recent years, the company has also faced
periodic competition from foreign imports of phthalic anhydride. In specialty
products, the company competes with several large firms plus numerous small
companies. The company does not expect any significant changes in the
competitive environment in the foreseeable future.

MAJOR CUSTOMER AND BACKLOG

The company does not have any one single customer whose business represents
more than 10 percent of the company's consolidated revenue. Most of the
company's business is essentially on the "spot delivery basis" and does not
involve a significant backlog. The company does have some contract
arrangements with certain customers, but purchases are generally contingent on
purchaser requirements.

ENERGY SOURCES

Substantially all of the company's manufacturing plants operate on
electricity and interruptable gas purchased from local utilities. During peak
heating demand periods, gas service to all plants may be temporarily
interrupted for varying periods ranging from a few days to several months. The
plants operate on fuel oil during these periods of interruption. The company
has not experienced any plant shutdowns or adverse effects upon its business
in recent years that were caused by a lack of available energy sources.

RAW MATERIALS

The most important raw materials used by the company are of a petroleum or
vegetable nature. For 2001, the company has commitments from suppliers to
cover its forecasted requirements and is not substantially dependent upon any
one supplier.

RESEARCH AND DEVELOPMENT

The company maintains an active research and development program to assist
in the discovery and commercialization of new knowledge with the intent that
such effort will be useful in developing a new product or in bringing about a
significant improvement to an existing product or process. Total expenses for
research and development during 2000, 1999 and 1998 were $13,383,000,
$13,113,000, and $12,219,000, respectively. The balance of expenses reflected
on the Consolidated Statements of Income relates to technical services which
include routine product testing, quality control and sales support service.

ENVIRONMENTAL COMPLIANCE

Compliance with applicable federal, state and local regulations regarding
the discharge of materials into the environment, or otherwise relating to the
protection of the environment, resulted in capital expenditures by the company
of approximately $2,098,000 during 2000. These expenditures represented
approximately seven percent of the company's capital expenditures in 2000.
These expenditures, when incurred, are depreciated and charged on a straight-
line basis to pre-tax earnings over their estimated useful lives which is
typically 10 years. Compliance with such regulations is not expected to have a
material adverse effect on the company's earnings and competitive position in
the foreseeable future.

EMPLOYMENT

At December 31, 2000 and 1999, the company employed worldwide 1,387 and
1,365 persons, respectively.

FOREIGN OPERATIONS

See Note 14, Segment Reporting, in the company's 2000 Annual Report to
Stockholders which is incorporated by reference herein.

SEGMENTS

See Note 14, Segment Reporting, in the company's 2000 Annual Report to
Stockholders which is incorporated by reference herein.

Item 2. Properties

The company's corporate headquarters and central research laboratories are
located in Northfield, Illinois. The Northfield facilities contain
approximately 70,000 square feet on an eight acre site. In addition, the
company leases 49,000 square feet of office space in a nearby office complex.

Stepan Canada maintains a leased sales office in Mississagua, Canada.
Stepan Mexico maintains a leased sales office in Mexico City, Mexico.

Surfactants are produced at four plants in the United States and five
wholly owned subsidiaries: one in France, Canada, Mexico, Colombia and
Germany. The principal plant is located on a 626 acre site at Millsdale
(Joliet), Illinois. A second plant is located on a 39 acre tract in
Fieldsboro, New Jersey. West Coast operations are conducted on an eight acre
site in Anaheim, California. A fourth plant is located on a 175 acre site in
Winder, Georgia. The plant, laboratory and office of Stepan Europe are located
on a 20 acre site near Grenoble, France. Stepan Canada, Inc. is located on a
70 acre leased, with an option to purchase, site in Longford Mills, Ontario,

Canada. Stepan Mexico is located on a 13 acre site in Matamoros, Mexico.
Stepan Germany is located on a five acre site in Cologne, Germany. Stepan
Colombia is located on a five acre site in Manizales, Colombia. The phthalic
anhydride, polyurethane systems and polyurethane polyols plants are also
located at Millsdale. Specialty products are mainly produced at a plant
located on a 19 acre site in Maywood, New Jersey.

The company owns all of the foregoing facilities except the leased office
space and Canadian plant site mentioned above. The company believes these
properties are adequate for its operations.

Item 3. Legal Proceedings

As reported previously, the company's site in Maywood, New Jersey, and
property formerly owned by the company adjacent to its current site, were
listed on the National Priorities List in September 1993 pursuant to the
provisions of the Comprehensive Environmental Response Compensation and
Liabilities Act (CERCLA) because of certain alleged chemical contamination.
Pursuant to an Administrative Order on Consent entered into between the United
States Environmental Protection Agency (USEPA) and the company for property
formerly owned by the company, and the issuance of an order by USEPA to the
company for property currently owned by the company, the company completed a
Remedial Investigation Feasibility Study (RI/FS) in 1994. In addition, the
company submitted a Feasibility Study Addendum to USEPA in October 2000. The
company has been awaiting the issuance of a Record of Decision (ROD) from
USEPA which would relate to both the currently owned and formerly owned
company property and would recommend the type of remediation required on each
property. The company's understanding is that USEPA anticipates that it will
issue the proposed ROD sometime during fiscal year 2001 with a public comment
period to follow. The final ROD will be issued sometime after the public
comment period.

In 1985, the company entered into a Cooperative Agreement with the United
States of America represented by the Department of Energy (Agreement).
Pursuant to this Agreement, the Department of Energy (DOE) took title to
radiological contaminated materials and was to remediate, at its expense, all
radiological waste on the company's property in Maywood, New Jersey. The
Maywood property (and portions of the surrounding area) was being remediated
by the DOE under the Formerly Utilized Sites Remedial Action Program, a
federal program under which the U.S. Government undertook to remediate
properties which were used to process radiological material for the U.S.
Government. In 1997, responsibility for this clean-up was transferred to the
United States Army Corps of Engineers (USACE). On January 29, 1999, the
company received a copy of a USACE Report to Congress dated January 1998 in
which the USACE expressed their intention to evaluate, with the USEPA, whether
the company and/or other parties might be responsible for cost recovery or
contribution claims related to the Maywood site. Subsequent to the issuance of
that report, the USACE advised the company that it had requested legal advice
from the Department of Justice as to the impact of the Agreement.

By letter dated July 28, 2000, the Department of Justice advised the
company that the USACE and USEPA had referred to the Justice Department claims
against the company for response costs incurred or to be incurred by the
USACE, USEPA and the DOE in connection with the Maywood site, and the Justice
Department stated that the United States is entitled to recovery of its
response costs from the company under CERCLA. The letter referred to both
radiological and non-radiological hazardous waste at the Maywood site and
stated that the United States has incurred unreimbursed response costs to date
of $138.0 million. Costs associated with radiological waste at the Maywood
site, which the company believes represent all but a small portion of the
amount referred to in the Justice Department letter, could be expected to
aggregate substantially in excess of that amount. In the letter, the Justice
Department invited the company to discuss settlement of the matter in order to
avoid the need for litigation. The company believes that its liability, if
any, for such costs has been resolved by the aforesaid Agreement. Despite the
fact that the company continues to believe that it has no liability to the
United States for such costs, discussions with the Justice Department are
currently ongoing to attempt to resolve this matter.

Based upon all of the above factors, the company has increased its reserves
for claims associated with the Maywood site and believes that such increased
reserves are now adequate. However, depending on the results of the ongoing
discussions regarding the Maywood site, the final cost of the remediation
could differ from current estimates.

As reported previously, the company has been named as a potentially
responsible party (PRP) in the case USEPA v. Jerome Lightman (92 CV 4710)
(JBS) which involves the Ewan and D'Imperio Superfund Sites located in New
Jersey. Trial on the issue of the company's liability at these sites was
completed in March 2000. The company is awaiting a decision from the court. If
the company is found liable at either site, a second trial as to the company's
allocated share of clean-up costs at these sites will likely be held in late
2001 or 2002. The company believes it has adequate defenses to the issue of
liability. In the event of an unfavorable outcome related to the issue of
liability, the company believes it has adequate reserves. On a related matter,
the company has filed an appeal to the United States Third Circuit Court of
Appeals objecting to the lodging of a partial consent decree in favor of the
United States Government in this action. Under the partial consent decree, the
government recovered past costs at the site from all PRPs including the
company. The company paid its assessed share, but by objecting to the partial
consent decree, the company is seeking to recover back the sums it paid.

As reported previously, the company received a Section 104(e) Request for
Information from USEPA dated March 21, 2000, regarding the Lightman Drum
Company Site located in Winslow Township, New Jersey. The company responded to
this request on May 18, 2000. In addition, the company received a Notice of
Potential Liability and Request to Perform RI/FS dated June 30, 2000, from
USEPA. The company has decided that it will participate in the performance of
the RI/FS. However, based on the current information known regarding this
site, the company is unable to predict what its liability, if any, will be for
this site.

The company received a Section 104(e) Request for Information from USEPA
dated December 21, 2000, regarding the Prestige Chemical Superfund Site
located in Senoia, Coweta County, Georgia. The company responded to this
request on February 12, 2001, stating that it does not possess any information
or records responsive to this request. Therefore, the company does not believe
that it has any liability with respect to this site.

Item 4. Results of Votes of Security Holders

No matters were submitted to stockholders during the fourth quarter of the
fiscal year ended December 31, 2000.

Executive Officers of the Registrant

Executive Officers are elected annually by the Board of Directors at the
first meeting following the Annual Meeting of Stockholders to serve until the
next annual meeting of the Board and until their respective successors are
duly elected and qualified.

Effective February 15, 1999, F. Quinn Stepan, Jr., was elected President
and Chief Operating Officer. He was previously Vice President and General
Manager--Surfactants as of January 1, 1997, Vice President--Global Laundry and
Cleaning Products as of May 1996 and Director--Business Management as of May
1992. Mr. F. Quinn Stepan, Sr., has served the company as Chairman and Chief
Executive Officer since 1984. He served as President from 1973 until February
15, 1999.

Effective February 16, 1999, John V. Venegoni was appointed Vice President
and General Manager--Surfactants. From May 1992 until May 1996, he served as a
Senior Business Manager--Consumer Products. From May 1996 until February 16,
1999, he served as Director--Global Personal Care.

Effective January 1, 2001, Robert J. Wood was appointed Vice President and
General Manager--Polymers. From April 1988 until March 1996, he served as a
Business Manager--Polyols. From March 1996 until January 1, 2001, he served as
Director--Polyols.

Ronald L. Siemon retired on December 31, 2000. Before the retirement, he
served as Vice President and General Manager--Polymers.

Effective April 12, 2000, Susan S. Korthase was appointed Vice President--
Human Resources. For the five years prior to coming to Stepan Company, she was
a senior executive in Ernst & Young's global People & Organization Solutions
consulting practice.

All other executive officers have remained in their current capacity for
over five years.

The Executive Officers of the company, their ages as of February 28, 2001,
and certain other information are as follows:

Year First
Name Age Title Elected Officer
- ---- --- ----- ---------------

F. Quinn Stepan......... 63 Chairman and Chief Executive Officer 1967
F. Quinn Stepan, Jr..... 40 President and Chief Operating Officer 1997
James A. Hartlage....... 63 Senior Vice President--Technology and Operations 1980
Walter J. Klein......... 54 Vice President--Finance 1985
Mickey Mirghanbari...... 63 Vice President--Manufacturing and Engineering 1992
Earl H. Wagener......... 60 Vice President--Research and Development 1995
John V. Venegoni........ 42 Vice President and General Manager--Surfactants 1999
Susan S. Korthase....... 50 Vice President--Human Resources 2000
Robert J. Wood.......... 43 Vice President and General Manager--Polymers 2001

PART II

Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters

(a) The company's common stock is listed and traded on both the New York
Stock Exchange and the Chicago Stock Exchange. See Quarterly Stock Data in the
company's 2000 Annual Report to Stockholders for market price information
which is incorporated by reference herein.

The company's 5 1/2 percent convertible preferred stock is listed and
traded on the New York Stock Exchange and the Chicago Stock Exchange. See Note
7 in the company's 2000 Annual Report to Stockholders for the description of
the preferred stockholders' rights which is incorporated by reference herein.

From time to time the company purchases shares of its common stock in the
open market and in block transactions from dealers for the purpose of funding
option grants under its stock option plans and deferred compensation plans for
directors and officers.

(b) On February 28, 2001, there were 1,307 holders of common stock of the
company.

(c) See Quarterly Stock Data in the company's 2000 Annual Report to
Stockholders for dividend information which is incorporated by reference
herein. Also see Note 4 in the company's 2000 Annual Report to Stockholders
which sets forth the restrictive covenants covering dividends.

Item 6. Selected Financial Data

See the Five Year Summary in the company's 2000 Annual Report to
Stockholders for selected financial information which is incorporated by
reference herein.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations and Quantitative and Qualitative Disclosures about
Market Risk

See Management's Discussion and Analysis of Financial Condition and Results
of Operations and Quantitative and Qualitative Disclosures about Market Risk
in the company's 2000 Annual Report to Stockholders which is incorporated by
reference herein.

Some information contained in the Management's Discussion and Analysis is
forward looking and involves risks and uncertainties. The results achieved
this year are not necessarily an indication of future prospects for the
company. Actual results in future years may differ materially. Potential risks
and uncertainties include, among

others, fluctuations in the volume and timing of product orders, changes in
demand for the company's products, changes in technology, continued
competitive pressures in the marketplace, availability of raw materials,
foreign currency fluctuations and general economic conditions.

Item 8. Financial Statements and Supplementary Data

See the Consolidated Financial Statements, Notes to the Consolidated
Financial Statements and Auditors' Report in the company's 2000 Annual Report
to Stockholders.

See the Quarterly Financial Data in the company's 2000 Annual Report to
Stockholders for selected quarterly financial data, which is incorporated by
reference herein.

Item 9. Disagreements on Accounting and Financial Disclosure

None

PART III

Item 10. Directors and Executive Officers of the Registrant

(a) Directors

Mr. Paul Stepan is a general partner of a partnership having an interest
in certain real estate which is unrelated to the business of the company.
The partnership of which Mr. Paul Stepan is a general partner filed in
bankruptcy for Chapter 11 protection in February 1998. Mr. Paul Stepan
advised that a refinancing package and successful discharge from Chapter 11
occurred.

(b) Executive Officers

See Executive Officers of the Registrant in Part I above.

Item 11. Executive Compensation

See company's Proxy Statement dated March 28, 2001, for the Annual Meeting
of the Stockholders which is incorporated by reference herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management

See company's Proxy Statement dated March 28, 2001, for the Annual Meeting
of the Stockholders which is incorporated by reference herein.

Item 13. Certain Relationships and Related Transactions

None

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) & (d) Financial Statements and Schedules

See the Index to the Consolidated Financial Statements and Supplemental
Schedule filed herewith.

(b) Reports on Form 8-K

None

See Exhibit Index filed herewith.

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.

Stepan Company

/s/ Walter J. Klein
By: _________________________________
Walter J. Klein
Vice President--Finance

March 13, 2001

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.

/s/ F. Quinn Stepan Chairman, Chief Executive March 13, 2001
____________________________________ Officer and Director
F. Quinn Stepan

/s/ F. Quinn Stepan, Jr. President, Chief Operating March 13, 2001
____________________________________ Officer and Director
F. Quinn Stepan, Jr.

/s/ Walter J. Klein Vice President--Finance, March 13, 2001
____________________________________ Principal Financial and
Walter J. Klein Accounting Officer

/s/ James A. Hartlage Senior Vice President-- March 13, 2001
____________________________________ Technology and Operations
James A. Hartlage and Director

/s/ Thomas F. Grojean Director March 13, 2001
____________________________________
Thomas F. Grojean

/s/ Paul H. Stepan Director March 13, 2001
____________________________________
Paul H. Stepan

/s/ Robert D. Cadieux Director March 13, 2001
____________________________________
Robert D. Cadieux

/s/ Robert G. Potter Director March 13, 2001
____________________________________
Robert G. Potter

Walter J. Klein, pursuant to powers of attorney executed by each of the
directors and officers listed above, does hereby execute this report on behalf
of each of such directors and officers in the capacity in which the name of
each appears above.

Walter J. Klein
March 13, 2001

INDEX TO THE
CONSOLIDATED FINANCIAL STATEMENTS
AND
SUPPLEMENTAL SCHEDULE

A copy of Stepan Company's Annual Report to Stockholders for the year ended
December 31, 2000, has been filed as an exhibit to this Annual Report on Form
10-K. These consolidated financial statements and the Auditors' Report thereon
are incorporated herein by reference.

Supplemental Schedule II--Allowance for Doubtful Accounts--to Consolidated
Financial Statements, which is required to comply with regulation S-X, and the
Auditors' report on such Supplemental Schedule of this Form 10-K.

Certain supplemental schedules are not submitted because they are not
applicable or not required, or because the required information is included in
the financial statements or notes thereto.

SUPPLEMENTAL SCHEDULE TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
AS REQUIRED TO COMPLY WITH REGULATION S-X

Schedule II--Allowance for Doubtful Accounts:

Below is an analysis of the allowance for doubtful accounts for the three
years ended December 31:

2000 1999 1998
------ ------ ------
(In Thousands)

Balance, Beginning of Year.............................. $2,389 $2,263 $2,121
Provision charged to income........................... 1,281 222 339
Accounts written off, net of recoveries............... (516) (96) (197)
------ ------ ------
Balance, End of Year.................................... $3,154 $2,389 $2,263
====== ====== ======

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE

To Stepan Company:

We have audited in accordance with generally accepted auditing standards,
the financial statements included in Stepan Company's Annual Report to
Stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 16, 2001. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The supplemental
schedule listed in the index of financial statements is the responsibility of
the company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

Arthur Andersen LLP

Chicago, Illinois
February 16, 2001

EXHIBIT INDEX

Exhibit
No. Description
------- -----------

(3)a Copy of the Certificate of Incorporation, and the Certificates of
Amendment of Certificate of Incorporation, dated May 6, 1968, April
20, 1972, April 16, 1973, December 2, 1983. Filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 1983, and
incorporated herein by reference.

(3)a(1) Copy of Certificate of Amendment of Certificate of Incorporation,
dated May 24, 1999. (Note 13)

(3)b Copy of the Bylaws of the company as amended through February 15,
1999. (Note 14)

(3)c Copy of Certificate of Amendment, dated April 28, 1993, to Article
IV of Certificate of Incorporation. (Note 7)

(3)d Copy of Certificate of Amendment, dated May 5, 1987, to Article X of
Certificate of Incorporation. (Note 1)

(4)h Copy of Loan Agreement, dated June 15, 1995, with Aid Association
for Lutherans, the Northwestern Mutual Life Insurance Company and
The Mutual Life Insurance Company of New York. (Note 10)

(4)i Copy of Revolving Credit and Term Loan Agreement, dated February 20,
1990, with The First National Bank of Chicago and the amendment,
dated March 21, 1990. (Note 3)

(4)m Copy of Second Amendment, dated September 20, 1991, amending
Revolving Credit and Term Loan Agreement, dated February 20, 1990
(see (4)i above). (Note 4)

(4)m(1) Copy of Third Amendment, dated December 29, 1992, amending Revolving
Credit and Term Loan Agreement, dated February 20, 1990 (see (4)i
and (4)m above). (Note 8)

(4)m(2) Copy of Fourth Amendment, dated May 31, 1994, amending Revolving
Credit and Term Loan Agreement, dated February 20, 1990 (see (4)i,
(4)m and (4)m(1) above). (Note 9)

(4)n(1) Copy of Certificate of Designation, Preferences and Rights of the 5
1/2% Convertible Preferred Stock, without Par Value and the Amended
Certificate, dated August 12, 1992 and April 28, 1993. (Note 7)

(4)n(2) Copy of Issuer Tender Offer Statement on Schedule 13E-4, dated
August 13, 1992. (Note 6)

(4)n(3) Copy of Amendment No. 1 to Schedule 13E-4 (see also (4)n(2) above),
dated September 23, 1992. (Note 6)

(4)n(4) Copy of the company's Form 8-A, dated August 13, 1992. (Note 6)

(4)o Copy of Revolving Credit and Term Loan Agreement, dated January 9,
1998, with The First National Bank of Chicago. (Note 11)

(4)o(1) Copy of Certificate of Amendment, dated March 12, 1999, amending
Revolving Credit and Term Loan Agreement, dated January 9, 1998.
(Note 12)

(4)p Copy of Term Loan Agreement, dated October 1, 1998, with The
Northwestern Mutual Life Insurance Company and Connecticut General
Life Insurance Company. (Note 14)

In accordance with 601(b)(4) (iii) of Regulation S-K, certain debt
instruments are omitted, where the amount of securities authorized
under such instruments does not exceed 10% of the total consolidated
assets of the Registrant. Copies of such instruments will be
furnished to the Commission upon request.

(10)a Description of the 1965 Directors Deferred Compensation Plan. (Note
2)

Exhibit
No. Description
------- -----------

(10)b Copy of the 1969 Management Incentive Compensation Plan as amended
and restated as of January 1, 1992. (Note 5)

(10)d Copy of the 1982 Stock Option Plan. (Note 2)

(10)e Copy of Leveraged Employee Stock Ownership Plan. (Note 3)

(10)f Copy of the company's 1992 Stock Option Plan. (Note 5)

(10)g Copy of the company's 2000 Stock Option Plan. (Note 15)

(13) Copy of the company's 2000 Annual Report to Stockholders.

(18) Letter re change in accounting principle for the year ended December
31, 1992. (Note 8)

(21) Subsidiaries of Registrant at December 31, 2000.

(23) Consent of Independent Public Accountants.

(24) Power of Attorney.

Notes To Exhibit Index

Note
No.
----

1. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.

2. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1988, and incorporated herein by reference.

3. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1989, and incorporated herein by reference.

4. Filed with the company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991, and incorporated herein by reference.

5. Filed with the company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992, and incorporated herein by reference.

6. Filed with the company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992, and incorporated herein by reference.

7. Filed with the company's Current Report on Form 8-K filed on April 28,
1993, and incorporated herein by reference.

8. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.

9. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference.

10. Filed with the company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein by reference.

11. Filed with the company's Annual report on Form 10-K for the year ended
December 31, 1997, and incorporated herein by reference.

12. Filed with the company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, and incorporated herein by reference.

Note
No.
----

13. Filed with the company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, and incorporated herein by reference.

14. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by reference.

15. Filed with the company's Annual Report on Form 10-K for the year ended
December 31, 1999, and incorporated herein by reference.