BANTA CORPORATION
                           1995 EQUITY INCENTIVE PLAN
                           --------------------------

                             STOCK OPTION AGREEMENT
                           FOR NON-EMPLOYEE DIRECTORS
                           --------------------------


          THIS  AGREEMENT,  dated as of this ___ day of ________,  ____,  by and
between  BANTA  CORPORATION,   a  Wisconsin  corporation  (the  "Company"),  and
____________________ (the "Optionee").

                              W I T N E S S E T H :

          WHEREAS,  the Company has  adopted the Banta  Corporation  1995 Equity
Incentive  Plan (the  "Plan"),  the terms of which,  to the  extent  not  stated
herein, are specifically incorporated by reference in this Agreement; and

          WHEREAS,  the  Plan  authorizes  the  automatic  grant of  options  to
purchase  shares of the  Company's  Common  Stock,  $.10 par value (the  "Common
Stock"), to members of the Company's Board of Directors who are not employees of
the Company or any affiliate of the Company (a "Non-Employee Director"); and

          WHEREAS, the Optionee is now a Non-Employee  Director, and the Company
desires him to continue as a member of the  Company's  Board of Directors and to
secure or increase his stock  ownership in the Company as an added incentive for
him to continue his association with the Company.

          NOW, THEREFORE,  in consideration of the premises and of the covenants
and agreements  herein set forth, the parties hereby mutually covenant and agree
as follows:

          1. Grant of Option.  Subject to the terms and  conditions  of the Plan
and this  Agreement,  the Company  hereby  grants to the Optionee an option (the
"Option") to purchase from the Company all or any part of the  aggregate  amount
of _____ shares of Common Stock (the "Optioned Shares").  The Option is intended
to  constitute  a  non-qualified  stock  option  and shall not be  treated as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, or any successor provision thereto.

          2.  Option  Price.  The per  share  exercise  price to be paid for the
Optioned Shares shall be $______.

          3.  Exercisability  and Termination of Option. The Option shall become
exercisable on  _____________,  ____;  provided,  however,  that if the Optionee
ceases to be a  director  of the  Company  by reason  of  death,  disability  or
retirement  prior  to  _________,  ____  the  Option  shall  become  immediately
exercisable  in  full.  The  Option  shall  terminate  on the  earlier  of:  (i)
__________,  ____;  or (ii)  twelve  months  after the  Optionee  ceases to be a
director of the Company for any reason,  including as a result of the Optionee's
death, disability or retirement.

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          4.  Manner of  Exercise  and  Payment.  Subject to the  provisions  of
Paragraph 3 hereof and the Plan, the Option may be exercised in full at any time
or in part from time to time by delivery to the  Secretary of the Company at the
Company's  principal  office  in  Menasha,  Wisconsin,  of a  written  notice of
exercise  specifying  the number of shares  with  respect to which the Option is
being  exercised.  The notice of exercise must be accompanied by payment in full
of the  exercise  price  of the  shares  being  purchased:  (i) in  cash  or its
equivalent; (ii) by tendering previously acquired shares of Common Stock (valued
at their "market value" as of the date of exercise,  as determined in the manner
provided in Section  6(b)(v) of the Plan);  or (iii) by any  combination  of the
means of  payment  set forth in  subparagraphs  (i) and (ii).  For  purposes  of
subparagraphs  (ii) and (iii) above,  the term  "previously  acquired  shares of
Common  Stock" shall only  include  shares of Common Stock owned by the Optionee
prior to the  exercise  of the Option for which  payment is being made and shall
not  include  shares of Common  Stock which are being  acquired  pursuant to the
exercise of the Option.  No shares shall be issued  until full payment  therefor
has been made.

          5.   Nontransferability  of  the  Option.  The  Option  shall  not  be
transferable  by the  Optionee  other  than by will or the laws of  descent  and
distribution;  provided,  however,  that the Optionee shall be entitled,  in the
manner  provided in Paragraph 6 hereof,  to designate a beneficiary  to exercise
his rights, and to receive any shares of Common Stock issuable,  with respect to
the Option upon the death of the  Optionee.  The Option may be exercised  during
the life of the Optionee  only by the  Optionee  or, if permitted by  applicable
law, the Optionee's guardian or legal representative.

          6.  Designation of  Beneficiary.  (a) The person whose name appears on
the  signature  page hereof  after the caption  "Beneficiary"  or any  successor
designated  by the  Optionee  in  accordance  herewith  (the  person  who is the
Optionee's  beneficiary  at the  time of his  death  herein  referred  to as the
"Beneficiary")  shall be entitled to  exercise  the Option,  to the extent it is
exercisable, after the death of the Optionee. The Optionee may from time to time
revoke or change his Beneficiary without the consent of any prior Beneficiary by
filing  a new  designation  with  the  Compensation  Committee  of the  Board of
Directors  of the Company or such other  committee of the Board which shall have
been  designated  to  administer  the Plan  (the  "Committee").  The  last  such
designation received by the Committee shall be controlling;  provided,  however,
that no designation,  or change or revocation thereof, shall be effective unless
received by the Committee prior to the Optionee's  death,  and in no event shall
any designation be effective as of a date prior to such receipt.

          (b) If no such Beneficiary designation is in effect at the time of the
Optionee's  death, or if no designated  Beneficiary  survives the Optionee or if
such designation  conflicts with law, the Optionee's estate shall be entitled to
exercise  the  Option,  to the extent it is  exercisable  after the death of the
Optionee. If the Committee is in doubt as to the right of any person to exercise
the Option, the Company may refuse to recognize such exercise, without liability
for any  interest or  dividends  on the  Optioned  Shares,  until the  Committee
determines the person entitled to exercise the Option,  or the Company may apply
to any  court  of  appropriate  jurisdiction  and  such  application  shall be a
complete discharge of the liability of the Company therefor.

          7.  Capital  Adjustments  Affecting  the Common  Stock.  The number of
Optioned Shares subject hereto and the related per share exercise price shall be
subject to adjustment in accordance with Section 4(b) of the Plan.


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<PAGE>


          8. Transfer  Restrictions.  The shares to be acquired upon exercise of
the  Option  may not be sold or  otherwise  disposed  of except  pursuant  to an
effective  registration  statement under the Securities Act of 1933, as amended,
or in a transaction which, in the opinion of counsel for the Company,  is exempt
from registration under said Act.

          9.  Status  of  Optionee.  The  Optionee  shall  have no  rights  as a
shareholder  with  respect to shares  covered  by the  Option  until the date of
issuance of stock  certificates  to the  Optionee and only after such shares are
fully paid.  The Option shall not confer upon the Optionee the right to continue
as a director of the Company.

          10. Interpretation by Committee. As a condition of the granting of the
Option, the Optionee agrees, for himself and his personal representatives,  that
this Agreement  shall be  interpreted by the Committee and that,  subject to the
express terms of the Plan, any  interpretation  by the Committee of the terms of
this  Agreement and any  determination  made by the  Committee  pursuant to this
Agreement shall be final, binding and conclusive.

          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
executed by its duly  authorized  officers and its corporate seal to be hereunto
affixed,  and the Optionee has hereunto  affixed his hand and seal as to the day
and year first above written.

                                      BANTA CORPORATION


                                      By:_______________________________________
                                      Donald D. Belcher, Chief Executive Officer


[SEAL]                                Attest:_________________________________
                                                 Ronald D. Kneezel, Secretary



                                      ____________________________________[SEAL]
                                      ____________________, Optionee


                                      Beneficiary:_____________________________

                                      Address of
                                       Beneficiary:____________________________

                                                   ____________________________


                                      Beneficiary's Tax

                                      Identification No.:______________________


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