<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995    COMMISSION FILE NUMBER 1-4199

                             CPC INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                       36-2385545
  (State or other jurisdiction of                          (I.R.S. employer
   incorporation or organization)                        identification number)

   INTERNATIONAL PLAZA, P.O. BOX 8000
         ENGLEWOOD CLIFFS, N.J.                               07632-9976
(Address of principal executive office)                       (Zip Code)


    (Registrant's telephone number, including area code)       201-894-4000

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



                                                   Name of each exchange
      Title of each class                           on which registered
      -------------------                          ---------------------

      8 1/2% sinking fund
      debentures, due April 15, 2016                       New York    
      -----------------------------------------------------------------
                                                     New York    Geneva
                                                     Chicago     London
           Common Stock                              Pacific     Paris
      par value $.25 per share                       Basle       Zurich
                                                     Frankfurt
                                      
                                      
       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                                         Aggregate market value
                                 Outstanding at     held by non-affiliates of the
           Class                January 31, 1996    registrant at January 31, 1996
----------------------------    ----------------    ------------------------------
<S>                                <C>                       <C>
Common stock, par value $.25       145,672,415               $10,597,668,191
</TABLE>


                      DOCUMENTS INCORPORATED BY REFERENCE

     1.   Portions of registrant's Annual Report to Stockholders for year ended
          December 31, 1995 are incorporated into Part I and Part II hereof.

     2.   Portions of the registrant's Proxy Statement dated March 13, 1996 are
          incorporated into Part III hereof.
<PAGE>   2
                                     PART I
ITEM 1.   BUSINESS.

     CPC International Inc. and its consolidated subsidiaries (the "Company")
is a worldwide group of businesses, principally engaged in three major industry
segments:  consumer foods, baking and corn refining.  The development of the
Company's business since the beginning of 1995 and financial information on
business segments and geographical divisions are described in the 1995 Annual
Report to Stockholders (the "Annual Report"), the following portions of which
are incorporated herein by reference:

     -    Business Review on pages 6 and 7.
     -    Text on pages 8 through 15 for "Consumer Foods Business" under the
          headings "Best Foods Division", "CPC Europe Consumer Foods", "CPC
          Latin America Consumer Foods", and "CPC Asia Consumer Foods".
     -    Text on page 16 under the heading "CPC Baking Business".
     -    Text on pages 18 and 19 under the heading "Corn Refining Business".
     -    Management's Discussion and Analysis of Financial Condition and
          Results of Operations on pages 24 through 27.
     -    Financial Statements and Notes to Consolidated Financial Statements
          on pages 29 through 45.

     The Company employs approximately 52,500 people of whom approximately
35,600 are located outside the United States.  Total employee costs amounted to
$1.6 billion in 1995 compared with $1.4 billion and $1.3 billion in 1994 and
1993, respectively.

     The Company's products are manufactured from various agricultural raw
materials including soybean and other vegetable oils, peanuts, corn and wheat,
all of which are, and are expected to continue to be, in adequate supply.  As
prices of these materials depend upon a number of unpredictable factors, such
as, farm plantings and weather, which cannot always be fully protected through
hedging, fluctuations in raw material prices may have an effect on the
Company's earnings.

     The Company's products are manufactured and sold primarily by the sales
organizations of its various operating units and subsidiaries.  Exports
represent a small portion of total net sales.  Mayonnaise sales accounted for
11.5 percent, 11.3 percent and 11.7 percent of consolidated net sales in 1995,
1994 and 1993, respectively.

     The Company has approximately 1,940 trademarks, some of which are of
significant importance to the Company, particularly in the consumer foods and
baking businesses.  The Company also has over 1,650 patents of various
durations, some of which are licensed to affiliates and joint ventures in which
the Company or an affiliate participates.  No individual patent has a material
effect on the earnings of the Company.

     The Company's products, both within the United States and abroad,
generally face strong competition, and as a result, the Company engages in
extensive marketing, advertising and promotional activities, particularly with
respect to its consumer products.  The Company also conducts continuous market
research to assist in determining consumer preferences.  The amount spent on
these activities was $833 million in 1995, $712 million in 1994, and $643
million in 1993.

                                       1
<PAGE>   3
     In addition, the Company conducts product and process research and
development activities.  Research related to food and food technology is
conducted at facilities in Somerset, New Jersey, Bay Shore, New York,
Heilbronn, Germany, and Thayngen, Switzerland, and corn refining research and
product support activities are provided from facilities at Argo, Illinois and
Beloit, Wisconsin.

     Research has resulted in the development of new and improved products
based on studies in nutrition, food technology, vegetable oils, enzymes,
carbohydrates, and carbohydrate-derived products, as well as developments and
improvements in process technology.  The amount spent for research and
development in 1995, 1994, and 1993 was $70 million, $58 million, and $49
million, respectively.  Research and development expenditures increased by $12
million in 1995 reflecting mostly additional spending for consumer foods
research.  Approximately  730 full-time professional employees were engaged in
such activities during 1995.

     The Company operates in 63 countries, and accordingly, operations are
subject to varying degrees of political risk and uncertainty.  Loss of earnings
from any one country other than the United States and Germany would not have a
material adverse effect on the Company as a whole. Also, because of its
diversity, the Company is subject to fluctuations in foreign currencies which
could affect earnings.  As a practical matter it is not feasible to cover these
fluctuations with currency hedges.  However, the Company does maintain a policy
to hedge its exposure to foreign currency cash flows.

ITEM 2.   PROPERTIES.

     The Company's headquarters buildings in Englewood Cliffs, New Jersey are
held under a lease which, including all renewal terms, expires in May 2019.
The Company owns or leases other property appropriate to its business,
including distribution centers and warehouses.  None of the leases involved are
considered to be a material lease.

     The Company has a total of 158 operating plants, of which 42 are in the
United States, 7 in Canada, 43 in Europe, 19 in Africa and the Middle East, 30
in Latin America and 17 in Asia.  In addition, the Company has interests in
joint ventures in Latin America which operate five plants (corn refining
products).

     Of the Company's 158 plants, 114 plants are engaged solely in the
manufacture of consumer food products, 25 are engaged solely in the manufacture
of baking products, 18 are engaged in the manufacture of corn refining
products, 6 of which also produce consumer food products; and 1 plant is
engaged in the manufacture of other products.  In general, it is the Company's
belief that its plants are suitable and adequate for its needs, and, subject to
fluctuations in market demand, are fully utilized.

     Included on the following page is a complete listing of all plants owned
and operated by the Company and its consolidated subsidiaries as of December
31, 1995.  Based on past loss experience, the Company believes it is adequately
insured in respect of these assets, and for liabilities which are likely to
arise from its operations.

                                       2
<PAGE>   4
THE CONSUMER FOODS FACILITIES ARE AS FOLLOWS:
UNITED STATES:ARKANSAS-Little Rock; ILLINOIS-Argo, Chicago, Franklin Park;
INDIANA-Indianapolis; NORTH CAROLINA-Asheboro; NEW JERSEY-Bayonne, Jersey City;
NEW YORK-Bronx; TEXAS-Irving; WISCONSIN-Germantown, Milwaukee (2);  PUERTO
RICO-Arecibo

CANADA:ONTARIO-Cardinal; QUEBEC-Baie d'Urfe, Pointe Claire(2)

EUROPE:AUSTRIA-Wels; CZECH REPUBLIC-Zabreh; DENMARK-Frederiksberg, Levring,
Vadum; FRANCE-Duppigheim (2), Faverolles, Grande Synthe, Ludres (Nancy),
Velluires, Verneuil; GERMANY-Auerbach, Bremen, Cloppenburg, Heilbronn, Krefeld,
Krumbach, Munchen, Reinbek, Stavenhagen, Wittingen; GREECE-Schimatari;
HUNGARY-Roszke; IRELAND-Dublin; ITALY-Sanguinetto; NETHERLANDS-Baarn,
Loosdrecht; POLAND-Poznan (2), Torun; PORTUGAL-Carregado; SPAIN-Martorell;
SWEDEN-Simrishamn; SWITZERLAND-Carouge, Thayngen; UNITED
KINGDOM-Burton-on-Trent, Crumlin, Erith, Lifton, Paisley, Redditch

LATIN AMERICA:ARGENTINA-Barracas, Florida, Mendoza, Pilar, Tucuman; BRAZIL,
Campina Grande, Garanhuns, Itatiaia, Pouso Alegre; COLOMBIA-Barranquilla (2),
Cali; COSTA RICA-Ala Juela; DOMINICAN REPUBLIC-Santo Domingo;
MEXICO-Aguascalientes, Aguida, Lerma; PERU-Callao; URUGUAY-San Carlos;
VENEZUELA-Maracay, Valencia

AFRICA & MIDDLE EAST:ISRAEL-Arad, Arara, Hadera, Haifa, Zefat; KENYA-Nairobi,
MOROCCO-Casablanca; SAUDI ARABIA-Yanbu; SOUTH AFRICA-Cape Town, Durban (2),
East London, Estcourt, Klerksdorp, Tarlton, Vryheid; TURKEY-Cayirova, Kartal

ASIA:CHINA-Beijing, Conghua; HONG KONG-Tai Po; INDIA-Dharwad, Thane;
INDONESIA-Purwakarta; MALAYSIA-Kuala Lumpur; PAKISTAN-Pernawan; PHILIPPINES-Las
Pinas, Paranaque; SOUTH KOREA-Suwon; SRI LANKA-Kothalawala; TAIWAN-Hsin Chu
Hsien; THAILAND-Bangpoo, Gateway City

THE BAKING BUSINESS FACILITIES ARE AS FOLLOWS:
UNITED STATES:CALIFORNIA-Montebello, Placentia, San Francisco, Tulare;
COLORADO-Denver; CONNECTICUT-Greenwich; FLORIDA-Miami, Riviera Beach;
ILLINOIS-Northlake; MARYLAND-Frederick; NORTH CAROLINA-Gastonia; NEW
JERSEY-Totowa; NEW YORK-Albany (2), Bay Shore (2), Hudson, Plattsburg;
OREGON-Beaverton; PENNSYLVANIA-Hazleton; TEXAS-Dallas; VERMONT-Burlington;
WASHINGTON-Seattle; WISCONSIN-Oconomowoc

Europe:UNITED KINGDOM-Bristol

THE CORN REFINING FACILITIES ARE AS FOLLOWS:
UNITED STATES:CALIFORNIA-Stockton; ILLINOIS-Argo; NORTH CAROLINA-Winston-Salem

CANADA:ONTARIO-Cardinal, London, Port Colborne

LATIN AMERICA:ARGENTINA-Baradero*, Rio Segundo; BRAZIL-Balsa Nova, Cabo*,
Mogi-Guacu*; CHILE-Llay-Llay*; COLOMBIA-Barranquilla, Cali*, Medellin

ASIA:MALAYSIA-Petaling Jaya; PAKISTAN-Faisalabad*

AFRICA:KENYA-Eldoret

The OTHER PRODUCTS facility which produces enzymes is located in Beloit,
Wisconsin.

-----------
*Indicates corn refining plant that also produces consumer food products.

                                       3
<PAGE>   5
ITEM 3.   LEGAL PROCEEDINGS.

     In previous reports concerning the site of a former subsidiary, Ott
Chemical Company, located in Muskegon, Michigan, the Company reported that it
had been held liable under the Comprehensive Environmental Response,
Compensation and Liability Act, in a 1991 decision by the U.S. District Court
for the Western District of Michigan.  The Company also previously reported
that on July 14, 1995, the U.S. Court of Appeals for the Sixth Circuit reversed
the District Court's finding of liability  against the Company and that
following such reversal, the Court of Appeals directed an en banc rehearing of
this decision.  The rehearing was held on December 6, 1995 and the Company is
currently awaiting the decision.

     As previously reported by the Company, in July, 1995 the Company received
a Federal grand jury subpoena in connection with a Justice Department antitrust
investigation of U.S. corn refiners in the marketing of high fructose corn
syrup and other "food additives" (the investigation of the Company relates only
to high fructose corn syrup).  The Company is complying with the grand jury
subpoena.  The Company, as a high fructose corn syrup producer, has also been
named as one of the defendants in a number of private treble damage class
actions, by direct and indirect customers, alleging violations of federal and
state antitrust laws.  No class of customers in such actions has yet been
certified.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below are the names and ages of all elected officers of the
Registrant, as of December 31, 1995, indicating their positions and offices
with the Registrant and the period during which each has served as such:

<TABLE>
<CAPTION>
                                      All positions and offices
       Name                  Age         with the Registrant   
       ----                  ---      -------------------------

<S>                           <C>  <C>
Charles R. Shoemate           56   Chairman of the Board since September 1990;
                                   Chief Executive Officer since August 1990;
                                   President since October 1988;
                                   Vice President, 1984 - October 1988 and
                                   Director since October 1988.

Robert J. Gillespie           53   Executive Vice President since July 1995;
                                   Senior Vice President November 1991 - July
                                   1995; Vice President 1981 - November 1991
                                   and Director since October 1988.

Alain Labergere               61   Executive Vice President since July 1995;
                                   Senior Vice President November 1991 - July
                                   1995; Vice President January 1991 - November
                                   1991 and Director since December 1992.

Konrad Schlatter              60   Chief Financial Officer since July 1993;
                                   Senior Vice President since April 1990;
                                   Vice President since 1987, Comptroller
                                   1981-1987.
</TABLE>

                                       4
<PAGE>   6

<TABLE>
<S>                           <C>  <C>
Clifford B. Storms            63   Senior Vice President since October 1988;
                                   Vice President, 1973 - October 1988;
                                   and General Counsel since 1975.

Angelo S. Abdela              53   Vice President since 1990; Treasurer 1981-
                                   1995.

Richard P. Bergeman           57   Vice President since 1982.

Michael J. Bevilacqua         56   Vice President since 1992.

Charles Feldberg              62   Vice President since 1984.

Gordon F. Granger             58   Vice President since 1990.

Gale L. Griffin               52   Vice President since 1995.

Heribert H. Grunert           51   Vice President since 1995.

Lawrence K. Hathaway          51   Vice President since 1990.

James E. Healey               54   Vice President since 1995; Comptroller -
                                   1987-1995.

Hanes A. Heller               55   Vice President since 1995.

Bernard H. Kastory            50   Vice President since 1992.

Axel C.A. Krauss              51   Vice President since 1992.

Fred C. Meendsen              62   Vice President since 1984; retired
                                   January 31, 1996.

Eugene J. Northacker          54   Vice President since 1992.

Luis Schuchinski              58   Vice President since 1995.

John W. Scott                 60   Vice President since 1985.

Samuel C. Scott               51   Vice President since 1991.

Mohammed M. Wahby             60   Vice President since 1995.

James W. Ripley               52   Comptroller since 1995.

John B. Meagher               59   Secretary since 1981.
</TABLE>

     All officers serve at the pleasure of the Board of Directors.





                                       5
<PAGE>   7
                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS.

     Information regarding the Company's common stock and market prices for
each quarterly period during the past two years is set forth on pages 46 and 47
of the Annual Report and is incorporated herein by reference.

     The approximate number of equity stockholders as of December 31, 1995 was
29,230.

     The history of the Company's dividends declared for the last two years on
pages 46 and 47 of the Annual Report is incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA.

     Selected financial data for the eleven years ended December 31, 1995 for
the Company, as set forth on pages 46 and 47 of the Annual Report, is
incorporated herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

     Management's discussion and analysis of financial condition and results of
operations of the Company for the three years ended December 31, 1995, is set
forth on pages 24 through 27 of the Annual Report.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements comprising the consolidated balance sheets at
December 31, 1995 and 1994, and the consolidated statements of income,
stockholders' equity and cash flows, and notes to financial statements for each
of the years in the three year period ended December 31, 1995 are set forth on
pages 29 through 45 of the Annual Report.

  Selected quarterly financial data for the years ended December 31, 1995 and
December 31, 1994, set forth on pages 46 and 47 of the Annual Report is
incorporated herein by reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES.

     Not applicable.





                                       6
<PAGE>   8
                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The Company's Proxy Statement dated March 13, 1996 (the "1996 Proxy
Statement") has been filed pursuant to Regulation 14A and is incorporated
herein by reference.  Information regarding directors of the registrant is set
forth on pages 18 through 24 of the 1996 Proxy Statement under the caption
"Election  of Directors".  Information regarding executive officers of the
registrant is set forth on pages 4  and 5 of this report.

ITEM 11.  EXECUTIVE COMPENSATION.

     Information regarding executive compensation is set forth on pages 13
through 16 of the 1996 Proxy Statement under the caption "Executive
Compensation and Stock Ownership Tables".


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     Information regarding security ownership of certain beneficial owners and
management is set forth on pages 16 and 17 of the 1996 Proxy Statement under
the caption "Stock Ownership Table".


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Not applicable.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     a) Financial Statements - See index on page 8.

     b) Reports on Form 8-K - There were two reports filed on Form 8-K during
the fourth quarter of 1995.

     c) Exhibits - Exhibits to this report are filed as part of this report as
set forth in the Index to Exhibits on pages 11 and 13 hereof.





                                       7
<PAGE>   9

                         INDEX TO FINANCIAL STATEMENTS



1.   FINANCIAL STATEMENTS

     The consolidated financial statements and reports of the independent
     auditors are included in Part II of this report through incorporation by
     reference from the Annual Report which is enclosed as Exhibit 13.  The
     documents referred to above can be found on the following pages in the
     Annual Report.

<TABLE>
<CAPTION>
                                                                           Annual Report
                                                                           -------------
                                                                                Page
                                                                                ----

     <S>  <C>                                                                  <C>
     a)   Independent auditors' report                                           28

     b)   Consolidated balance sheets as of December 31,
          1995 and 1994                                                        30 - 31

     c)   Consolidated statements of income for the years
          ended December 31, 1995, 1994 and 1993                                 29

     d)   Consolidated statements of cash flows for the
          years ended December 31, 1995, 1994 and 1993                           32

     e)   Consolidated statements of stockholders' equity for
          the years ended December 31, 1995, 1994 and 1993                       33

     f)   Notes to financial statements                                        34 - 45
</TABLE>

2.   FINANCIAL STATEMENT SCHEDULES

     All financial statement schedules have been omitted either because the
     information is not required or is otherwise included in the financial
     statements and notes thereto.





                                       8
<PAGE>   10

                                   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, on the 19th day of
March, 1996.


                                               CPC INTERNATIONAL INC.      
                                         ----------------------------------


                                         By /S/ Charles R. Shoemate         
                                         -----------------------------------
                                                Charles R. Shoemate, Chairman,
                                                President and Chief Executive
                                                Officer


     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 indicated, on the 19th day of March, 1996.

<TABLE>
<CAPTION>
           Signature                                   Title
           ---------                                   -----


<S>                                          <C>
   /S/ Charles R. Shoemate                   Chairman, President, and Chief
---------------------------------            Executive Officer
      (Charles R. Shoemate)                  


   /S/ Konrad Schlatter                      Senior Vice President and Chief
---------------------------------            Financial Officer
      (Konrad Schlatter)                     


   /S/ James W. Ripley                       Comptroller and Chief Accounting
---------------------------------            Officer
      (James W. Ripley)                      



   /S/ Theodore H. Black         *           Director
---------------------------------                    
      (Theodore H. Black)


   /S/ Alfred C. DeCrane, Jr.    *           Director
---------------------------------                    
      (Alfred C. DeCrane, Jr.)


   /S/ William C. Ferguson       *           Director
---------------------------------                    
      (William C. Ferguson)
</TABLE>



                                       9
<PAGE>   11

<TABLE>
<S>                                          <C>
   /S/ Robert J. Gillespie       *           Director
---------------------------------                    
      (Robert J. Gillespie)



   /S/ Ellen R. Gordon           *           Director
---------------------------------                    
      (Ellen R. Gordon)



   /S/ George V. Grune           *           Director
---------------------------------                    
      (George V. Grune)


   /S/ Leo I. Higdon, Jr.        *           Director
---------------------------------                    
      (Leo I. Higdon, Jr.)


   /S/ Richard G. Holder         *           Director
---------------------------------                    
      (Richard G. Holder)


   /S/ Eileen S. Kraus           *           Director
---------------------------------                    
      (Eileen S. Kraus)


   /S/ Alain Labergere           *           Director
---------------------------------                    
      (Alain Labergere)


   /S/ William S. Norman         *           Director
---------------------------------                    
      (William S. Norman)


*  /S/ John B. Meagher           
 --------------------------------
      (John B. Meagher)
       Attorney-in-Fact
</TABLE>





                                       10
<PAGE>   12
                               INDEX TO EXHIBITS

Exhibit No.
-----------
   3(a)   The Certificate of Incorporation as restated April 22, 1993 is
          incorporated by reference to Exhibit 3(a) of Form 10-K for the year
          ended December 31, 1993.

   3(b)   The By-Laws as amended on September 21, 1993 are incorporated by
          reference to Exhibit 3(b) of Form 10-K for the year ended December
          31, 1993.

   4(a)   No instruments defining rights of holders of debt securities are
          included as exhibits because each authorized issue of debt securities
          is less than 10% of total assets.  The Company agrees that it will
          furnish a copy of any such instrument upon request.

   4(b)   Rights Agreement dated March 19, 1991 between the Company and First
          Chicago Trust Company of New York is incorporated by reference to
          Exhibit 4(b) of Form 10-K for the year ended December 31, 1991.

  10(a)   The 1984 Stock and Performance Plan is incorporated by reference from
          Exhibit A to the prospectus contained in Post-Effective Amendment No.
          1 to the Registration Statement on Form S-8, File No. 2-92248.

  10(b)   The 1993 Stock and Performance Plan is incorporated by reference to
          the Registration Statement filed on Form S-8, File No.  33-49847.

  10(c)   Deferred Compensation Plan for Outside Directors and Retirement
          Income Plan for Outside Directors:

                i) The Deferred Compensation Plan for Outside Directors, as
          amended and restated effective May 1, 1994 is incorporated by
          reference to Exhibit 10(c)i of Form 10-K for the year ended December
          31, 1994.

               ii) The Retirement Income Plan for Outside Directors as amended
          September 21, 1993, is filed herewith as Exhibit 10(c)ii.

  10(d)   Employment agreements for those directors and the five most highly
          compensated executive officers who have such contracts, including
          amendments thereto.  Employment agreement for Mr. C.R. Shoemate dated
          January 2, 1986, is incorporated by reference to Exhibit 10(c) of
          Form 10-K for the year ended December 31, 1988, along with amendments
          dated January 19, 1989, February 21, 1989, and January 21, 1992  are
          incorporated by reference to Exhibit 10(c) of Form 10-K for the year
          ended December 31, 1991.  Employment agreement for Mr. R.J.
          Gillespie, dated January 2, 1986, as amended, is incorporated by
          reference to Exhibit 10(c) of Form 10-K for the year ended December
          31, 1988.  Amendments dated January 19, 1989 and February 21, 1989
          are incorporated by reference to Exhibit 10 (c) of Form 10-K for the
          year ended December 31, 1992.


                                       11
<PAGE>   13

 10 (d)   Employment agreement for Mr. C.B. Storms dated January 2, 1986, along
          with amendments dated November 21, 1986, September 20, 1988, February
          13, 1989, and February 21, 1989 are incorporated by reference to
          Exhibit 10(c) of Form 10-K for the year ended December 31, 1989.

          Employment agreement for Mr. K. Schlatter, dated January 2, 1986,
          along with amendments dated November 21, 1986, November 13, 1987,
          September 20, 1988, February 21, 1989 and July 5, 1990 are
          incorporated by reference to Exhibit 10(c) of Form 10-K for the year
          ended December 31, 1992.

 10 (e)   Indemnification agreements for all directors and five most highly
          compensated executive officers who have such contracts are
          incorporated by reference to Exhibit 10(d) of Form 10-K for the year
          ended December 31, 1986.

 10 (f)   Deferred Compensation Plan for senior executives, dated November 10,
          1988 is incorporated by reference to Exhibit 10(e) of Form 10-K for
          the year ended December 31, 1988.

 10 (g)   Special Severance Program for Salaried Employees, dated January 17,
          1989 is incorporated by reference to Exhibit 10(f) Form 10-K for the
          year ended December 31, 1988.  An amendment dated March 19, 1991 to
          the Special Severance Program for Salaried Employees is incorporated
          by reference to Exhibit 10 (f) of Form 10-K for the year ended
          December 31, 1991.

 10 (h)   Deferred Stock Unit Plan for senior executives, dated December 20,
          1994, is incorporated by reference to Exhibit 10(h) of Form 10-K for
          the year ended December 31, 1994.

 10 (i)   Executive Life Insurance Plan and amendment No.1 related thereto are
          incorporated by reference to Exhibit 10(i) of Form 10-K for the year
          ended December 31, 1994.

 11       Schedule of computation of earnings per share filed herewith.

 12       Statement regarding the computation of ratios of earnings to fixed
          charges is filed herewith.

 13       1995 Annual Report to Stockholders is filed herewith. Except for such
          parts thereof as are expressly incorporated by reference in this Form
          10-K, this exhibit is furnished for the information of the Securities
          and Exchange Commission and is not deemed filed as a part hereof.
          Graphic material contained in the Annual Report is not included in
          the electronic filing of this report.

 21       Subsidiaries of the Registrant

          Filed herewith.

 23       Consent of Independent Auditors

          Filed herewith.

                                       12
<PAGE>   14
 24       Powers of Attorney

          Filed under separate cover with the Commission.

 27       Financial Data Schedule

          Filed herewith.





                                       13