BANTA CORPORATION
                                -----------------

                           1995 EQUITY INCENTIVE PLAN
                           --------------------------

                       NONSTATUTORY STOCK OPTION AGREEMENT
                       -----------------------------------

          THIS AGREEMENT,  made and entered into 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,  one of the purposes of the Plan is to permit the granting of
options to purchase  shares of the Company's  Common Stock,  $.10 par value (the
"Common Stock"), to certain key employees of the Company and its affiliates; and

          WHEREAS,  the  Optionee is now employed by the Company or an affiliate
of the Company in a key capacity, and the Company desires the Optionee to remain
in such employ,  and to secure or increase his stock ownership in the Company in
order to increase  his  incentive  and  personal  interest in the welfare of 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 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 nonstatutory  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.

          2. Option Price. The price to be paid for the Optioned Shares shall be
$______ per share,  which has been determined by the  Compensation  Committee of
the Board of Directors of the Company (the "Committee") to be not less than 100%
of the fair market value of such stock on the date of grant of the Option.

          3.  Exercisability  and  Termination  of  Option.  Except as  provided
herein,  the Option may be  exercised  only while the Optionee is an employee of
the Company or an  affiliate  of the Company and only if the  Optionee  has been
continuously  so employed since the date of grant of the Option.  The Option may
be exercised by the Optionee in whole, or in part from time to time,  during the
period beginning __________,  ____, and ending __________, ____, but (subject to
Paragraph 6) only in accordance with the following schedule:


<PAGE>

                                      Cumulative Percentage of Shares Subject to
                                         Option Which May be Purchased (which
          Elapsed Number of Years          number of shares shall be rounded
        After Date of this Agreement       down to the nearest whole number)
        ----------------------------       ----------------------------------
             Less than One Year                            0%

                  One Year                              33-1/3%

                 Two Years                              66-2/3%

                Three Years                              100%

          4.  Manner of  Exercise  and  Payment.  Subject to the  provisions  of
Paragraph 3 hereof,  the Option may be exercised  only by written  notice to the
Company,  served  upon the  Secretary  of the  Company at its office at Menasha,
Wisconsin,  specifying  the  number of shares in  respect to which the Option is
being  exercised.  Subject to the  provisions of this  Agreement,  the notice of
exercise must be  accompanied  by full payment of the option price of the shares
being  purchased  (i) in cash or by  certified  check  or  bank  draft;  (ii) by
tendering  previously  acquired  shares of Common  Stock  (valued at their "fair
market  value" as  determined  in the manner  provided  below);  or (iii) by any
combination of the means of payment set forth in subparagraphs (i) and (ii). For
purposes of this Paragraph 4, the "fair market value" of a share of Common Stock
shall be equal to the  closing  price per share for the Common  Stock on the New
York Stock Exchange on the trading date next preceding the date of exercise, or,
if no trading  occurred on the trading date next  preceding  the exercise  date,
then the "fair market value" per share of Common Stock shall be determined  with
reference to the next preceding  date on which the Common Stock was traded.  For
purposes of subparagraphs  (ii) and (iii) above,  the term "previously  acquired
shares of Common  Stock" shall only  include  Common Stock owned by the Optionee
prior to the exercise of the Option 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
assignable,  alienable,  saleable or  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 9 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 lifetime of the Optionee only
by the Optionee or, if permitted by applicable  law, the Optionee's  guardian or
legal representative.

          6. Exercisability After Termination of Employment.

          (a) Death or  Disability;  Retirement.  In the event the Optionee dies
while he is in the employ of the Company or any  affiliate or if his  employment
is  terminated  by reason of his  disability,  the  Option,  to the  extent  not
theretofore  exercised,  may be exercised  in full as follows:  (i) by the legal
representative  of the Optionee  (who for purposes of this  Agreement may be the
Optionee's beneficiary as designated pursuant to Paragraph 9) at any time within
twelve months after


                                      -2-
<PAGE>

the date of the  Optionee's  death  while in the  employ of the  Company  or any
affiliate;  or (ii) by the Optionee or his legal  representative  or guardian at
any time within twelve months after the termination of the Optionee's employment
by reason of  disability,  but in either  case in no event  later than ten years
after the date of grant of the Option. In the event the Optionee's employment is
terminated by reason of his retirement after reaching age 65, the Option, to the
extent not  theretofore  exercised,  may be exercised in full by the Optionee or
his legal  representative  or  guardian  at any time  within  three years of the
termination  of the  Optionee's  employment by reason of  retirement,  but in no
event later than ten years after the date of grant of the Option.

          (b) Other.  In the event that the Optionee is discharged or leaves the
employ of the Company and its affiliates for any reason (other than the death or
disability of the Optionee or the  retirement of the Optionee after reaching the
age of 65),  the  Option,  to the  extent  not  theretofore  exercised  but then
permitted  under the  percentage  limitations  of  Paragraph  3  hereof,  may be
exercised by the Optionee or by his legal representative or guardian at any time
within three months after the date of termination of employment  upon the tender
to the Company, in cash or its equivalent, of the full purchase price, but in no
event later than ten years after the date of grant of the Option.

          7. Tax Withholding.  The Company may deduct and withhold from any cash
otherwise  payable to the Optionee  (whether  payable as salary,  bonus or other
compensation)  such amount as may be required for the purpose of satisfying  the
Company's obligation to withhold Federal,  state or local taxes. Further, in the
event the amount so withheld is insufficient  for such purpose,  the Company may
require that the  Optionee pay to the Company upon its demand or otherwise  make
arrangements  satisfactory  to the  Company for payment of such amount as may be
requested by the Company in order to satisfy its obligation to withhold any such
taxes.

          The  Optionee   shall  be  permitted  to  satisfy  the  Company's  tax
withholding  requirements by making a written  election (in accordance with such
rules and  regulations  and in such form as the Committee may determine) to have
the Company  withhold shares of Common Stock otherwise  issuable to the Optionee
(the  "Withholding  Election")  having a fair market value on the date income is
recognized  (the "Tax Date") pursuant to the exercise of the Option equal to the
minimum amount required to be withheld.  If the number of shares of Common Stock
withheld to satisfy  withholding  tax  requirements  shall  include a fractional
share,  the number of shares  withheld  shall be reduced to the next lower whole
number and the Optionee shall deliver cash in lieu of such fractional  share, or
otherwise  make  arrangements  satisfactory  to the  Company for payment of such
amount. A Withholding  Election must be received by the Secretary of the Company
on or prior to the Tax Date.

          8.  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.

          9.  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 is


                                      -3-
<PAGE>

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 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 acting through his
legal  representative 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.

          10. Transfer  Restriction.  The shares to be acquired upon exercise of
the Option may not be sold or offered for sale 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 the
registration provisions of said Act.

          11.  Status of  Optionee.  The  Optionee  shall not be deemed  for any
purposes to be a shareholder  of the Company with respect to any of the Optioned
Shares  except to the extent  that the Option  shall  have been  exercised  with
respect thereto,  the shares shall have been fully paid, and a stock certificate
issued therefor.  Neither the Plan nor the Option shall confer upon the Optionee
any right to continue in the employ of the Company,  nor to interfere in any way
with the right of the Company to terminate the employment of the Optionee at any
time.

          12.  Powers of the Company Not  Affected.  The existence of the Option
shall  not  affect  in  any  way  the  right  or  power  of the  Company  or its
shareholders  to make or authorize  any or all  adjustments,  recapitalizations,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or  consolidation  of the  Company,  or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common  Stock or the  rights  thereof,  or  dissolution  or  liquidation  of the
Company,  or any sale or transfer of all or any part of the Company's  assets or
business  or  any  other  corporate  act or  proceeding,  whether  of a  similar
character or otherwise.

          13. Interpretation by Committee. As a condition of the granting of the
Option,  the  Optionee  agrees,  for  himself and his legal  representatives  or
guardians,  that this  Agreement  shall be interpreted by the Committee and that
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.


                                      -4-
<PAGE>

          IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  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 of the day
and year first above written.

                                      BANTA CORPORATION


                                      By:____________________________________
                                           Donald D. Belcher
                                           Chairman of the Board
                                           and Chief Executive Officer


[CORPORATE SEAL]                      Attest:________________________________
                                              Ronald D. Kneezel, Secretary



                                      ____________________________________(SEAL)
                                      Optionee


                                      Beneficiary:_____________________________
                                      Address of Beneficiary:__________________
                                      _________________________________________

                                      Beneficiary's Tax Identification
                                      No.:_____________________________________


                                      -5-