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                                                                    EXHIBIT 10.4

                               OUTLOOK GROUP CORP.
                           RESTRICTED STOCK AGREEMENT
                                   (DIRECTORS)
                                   -----------


TO:             <<FIRST_NAME>><<LAST_NAME>>
                ---------------------------

DATE:           <<DATE>>
                --------

        In order to provide additional incentive through stock ownership for
directors of Outlook Group Corp. (the "Corporation"), you (the "Grantee") are
hereby granted a restricted stock award ("Award") effective as of _________,
200_ (the "Grant Date"). This Award is subject to the terms and conditions set
forth in this Agreement and in the Outlook Group Corp. 2005 Stock Incentive Plan
(the "Plan"), the terms of which are incorporated herein by reference.

1.      NUMBER OF SHARES

        This Restricted Stock Award applies to _________ shares of the
Corporation's Common Stock, $.01 par value (the "Restricted Stock").

2.      VESTING REQUIREMENTS

        [One of the following alternatives shall be designated. If no
alternative is designated, Alternative 1 shall apply]:

        [ ]     Alternative 1: This Award shall become vested in accordance with
                the schedule set forth below:

                Years After
                Grant Date                 % of Shares Becoming Vested
                ----------                 ---------------------------
                Less than 1                0%
                1 but less than 2          Twenty-five percent (25%)
                2 but less than 3          Fifty percent (50%)
                3 but less than 4          Seventy-five percent (75%)
                4 or more                  One hundred percent (100%)

        [ ]     Alternative 2: This Award shall become vested in accordance with
                the schedule established by the Committee at the time of grant
                and set forth below:



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3.      RESTRICTED PERIOD

        The period of time during which the Restricted Stock is forfeitable is
referred to as the "Restricted Period." If your service as a director of the
Corporation terminates during the Restricted Period for any reason, then the
unvested portion of the Restricted Stock shall be forfeited to the Corporation
on the date of such termination, without any further obligation of the
Corporation to you and all your rights with respect to the unvested part of the
Restricted Stock shall terminate.

4.      RIGHTS DURING RESTRICTED PERIOD

        During the Restricted Period, you shall have the right to vote the
Restricted Stock and to receive cash dividends. If any stock dividend is
declared upon the Restricted Stock, or there is any stock split, stock
distribution, or other change in the corporate structure of the Corporation with
respect to the Restricted Stock, the aggregate number and kind of shares covered
by this grant shall be proportionately and appropriately adjusted (subject to
the same restrictions applicable to the original Restricted Stock). You shall
not be permitted to sell, assign, transfer, pledge or otherwise encumber the
Restricted Stock during the Restricted Period.

5.      CUSTODY

        The Restricted Stock issued to you may be credited in book entry form
and held in custody by the Corporation or an agent for the Corporation until the
applicable restrictions have expired. If any certificates are issued for shares
of Restricted Stock during the Restricted Period, such certificates shall bear
an appropriate legend as determined by the Corporation referring to the
applicable terms, conditions and restrictions and you agree to deliver a signed,
blank stock power to the Corporation relating thereto. On each date that the
Restricted Stock vests, the Corporation shall, or shall cause its transfer agent
to, issue unrestricted shares to you for those vested shares. Additionally, on
the final vesting date, the Corporation shall deliver to you any blank stock
power that you signed and delivered to the Corporation in connection with your
Restricted Stock grant.

6.      TRANSFER RESTRICTIONS AFTER VESTING

        Under applicable securities laws, you may not be able to sell any shares
for a period of time after vesting, and you must comply with the Corporation's
insider trading restrictions and policies. The Corporation's counsel should be
consulted on your ability to sell your shares under federal securities laws.

7.      WISCONSIN CONTRACT

        This Agreement reflects an Award made in Wisconsin and shall be
construed under the laws of that state without regard to the conflict of laws
provision of any jurisdiction.



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        The terms of the Plan shall have precedence over any terms in this
Agreement that are inconsistent therewith.

                                                     OUTLOOK GROUP CORP.



                                                     By:  /s/ Paul M. Drewek
                                                              Secretary





Accepted _____________, 200_



___________________________