Note 6 - STOCK OPTION AND INCENTIVE PLANS

Since 1987, the Company’s stock option and stock award plans have provided for the issuance of up to 4,400,000 shares of common stock to key employees. As of December 31, 2000, 1999, and 1998, respectively, 199,535, 711,194, and 922,179 shares were available for future grants under these plans.

Options are granted at prices equal to fair market value on the date of the grant and are exercisable over varying periods up to ten years from the date of grant. Shares subject to options granted but not exercised become available for future grants.

At December 31, 2000, nineteen participants held options with expiration dates ranging from 2001 to 2010 with a weighted-average remaining contractual life of 6.5 years and at option prices ranging from $18.72 to $45.03 per share with a weighted-average price of $33.59 per share.

Details of the stock option plans at December 31, 2000, 1999, and 1998, are:

In 1994, the Company adopted a Stock Incentive Plan for certain key executive employees. Since its adoption, all of the grants of either stock options or performance units (commonly referred to as restricted stock) have been made under this plan. Distribution of the performance units is normally made in the form of shares of the Company’s common stock on a one for one basis. Distribution of the shares will normally be made not less than three years nor more than six years from the date of the performance unit grant. All performance units granted under the plan are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement. In addition, cash payments are made during the grant period on outstanding performance units equal to the dividend on Bemis common stock. The cost of the awards is charged to income over the period of the grant: $6,339,000 was expensed in 2000, $7,548,000 in 1999, and $7,012,000 in 1998.

Details of the stock award plan at December 31, 2000, 1999, and 1998, are:

The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation.” Accordingly, no compensation cost has been recognized for the stock option plan. Had compensation cost for the Company’s stock-based compensation plans been determined based on the fair value at the grant date for stock options and awards in 2000, 1999, and 1998 consistent with the provisions of SFAS No. 123, the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:

The fair value of each grant made in 2000, 1999, and 1998 is estimated on the date of grant using the Black-Scholes option-pricing model using the above indicated weighted-average assumptions for dividend yield, expected volatility, risk-free interest rate, and expected lives. The weighted-average fair value of stock options and awards granted during 2000, 1999, and 1998, used in computing pro forma compensation expense, was $11.82, $13.10, and $14.80 per share, respectively.

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