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                                                                  Exhibit 10(xi)
                                SECOND AMENDMENT
                                       TO
                              THE MEAD CORPORATION
                             1996 STOCK OPTION PLAN

          WHEREAS The Mead Corporation (the "Company") heretofore established
The Mead Corporation 1996 Stock Option Plan (the "Plan") and subsequently
amended the Plan; and

          WHEREAS the Company desires to further amend the Plan pursuant to the
power reserved to the Company's Board of Directors by Section 13 of the Plan;

          NOW, THEREFORE, the Plan is hereby amended, effective as of June 24,
1998, as follows:

          1. Section 2(b) of the Plan is amended to read, in its entirety, as
follows:

          "(b) 'Affiliate' shall have the meaning set forth in Rule 12b-2
     promulgated under Section 12 of the 1934 Act."

          2. Section 2 of the Plan is further amended by the addition of the
following new Section 2(z):

          "(z) 'Person' shall have the meaning given in Section 3(a)(9) of the
     1934 Act, as modified and used in Sections 13(d) and 14(d) thereof, except
     that such term shall not include (i) the Company or any of its
     subsidiaries, (ii) a trustee or other fiduciary holding securities under an
     employee benefit plan of the Company or any of its Affiliates, (iii) an
     underwriter temporarily holding securities pursuant to an offering of such
     securities, or (iv) a corporation owned, directly or indirectly, by the
     shareholders of the Company in substantially the same proportions as their
     ownership of stock of the Company."

          3. Section 6(a) of the Plan is hereby amended to read, in its
entirety, as follows:

          "(a) Option Grant Document. The terms of each option granted under the
     Plan (at any time after the establishment of the Plan) shall be set forth
     in a

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     written agreement or other grant document, the form of which shall be ap-
     proved by the Committee."

          4. Section 6(f) of the Plan is hereby amended to read, in its
entirety, as follows:

          "(f) Acceleration Upon Certain Events. Subject to the first sentence
     of Section 6(b)(3) hereof, but notwithstanding any other provision of the
     Plan, immediately prior to the occurrence of an 'Acceleration' (as defined
     in this Section 6(e)), all outstanding options granted hereunder (including
     Reload Options and options granted pursuant to Section 7 hereof) shall
     become fully vested and exercisable. As used in the immediately preceding
     sentence, 'immediately prior' to the Acceleration shall mean sufficiently
     in advance of the Acceleration to permit the grantee to take all steps
     reasonably necessary to exercise the option fully and to deal with the
     Shares purchased under the option so that those Shares may be treated in
     the same manner in connection with the Acceleration as the Shares of other
     shareholders. For purposes of this Section 6(e), an 'Acceleration' shall
     mean any of the following: (i) the date of the first purchase of Shares
     pursuant to a Tender Offer (other than an offer by the Company), (ii) the
     date of shareholder approval of an Acquisition Transaction, (iii) the date
     of filing of the Schedule 13D or shareholder authorization of the control
     share acquisition giving rise in either case to a Change in Control, or
     (iv) the date of a Change in Composition of the Board."

          5. The last sentence of Section 9(b) of the Plan is hereby amended to
read, in its entirety, as follows:

     "A Limited Right which is otherwise exercisable may be exercised only
     during the following periods:

          "(i) during a period of 30 days following the date of expiration of a
     Tender Offer (other than an offer by the Company), if the offeror acquires
     Shares pursuant to such Tender Offer;

          "(ii) during a period of 30 days following the date of approval by the
     shareholders of the Company of a definitive agreement: (x) for the merger
     or consolidation of the Company into or with another corporation, if the
     Company will not be the surviving corporation or will become a subsidiary
     of another corporation, other than a merger or consolidation which would
     result

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     in the voting securities of the Company outstanding immediately prior
     thereto continuing to represent (either by remaining outstanding or by
     being converted into voting securities of the surviving or parent entity)
     at least 80% of the combined voting power of the voting securities of the
     Company or such surviving or parent entity outstanding immediately after
     such merger or consolidation, (y) for the merger or consolidation of the
     Company with another corporation, if the Company will be the surviving
     corporation and will not become a subsidiary of another corporation, or for
     the merger or consolidation of any direct or indirect subsidiary of the
     Company into or with another corporation, other than (in either case) a
     merger or consolidation which would result in the voting securities of the
     Company outstanding immediately prior thereto continuing to represent ((i)
     in the case of a merger or consolidation of the Company, either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity or any parent thereof, or (ii) in the case of a merger or
     consolidation of any direct or indirect subsidiary of the Company, either
     by remaining outstanding if the Company continues as a parent of the merged
     or consolidated subsidiary or by being converted into voting securities of
     the surviving entity or any parent thereof) at least 51% of the combined
     voting power of the voting securities of the Company or surviving or parent
     entity outstanding immediately after such merger or consolidation, or (z)
     for the sale or disposition of all or substantially all of the assets of
     the Company (each of the foregoing transactions is hereinafter referred to
     as an 'Acquisition Transaction');

          "(iii) during a period of 30 days following: (x) the date upon which
     the Company is provided a copy of a Schedule 13D (filed pursuant to
     Section 13(d) of the 1934 Act and the rules and regulations promulgated
     thereunder) indicating that any person or group (as such terms are defined
     in Section 13(d)(3) of the 1934 Act) has become the beneficial owner (as
     defined in Rule 13d-3 of the Exchange Act) of 20% or more of the
     outstanding voting Shares of the Company or (y) the date of authorization,
     by both a majority of the voting power of the Company and a majority of the
     portion of such voting power excluding the voting power of interested
     Shares, of a control share acquisition (as such term is defined in Chapter
     1701 of the Ohio Revised Code) (each of the foregoing transactions is
     hereinafter referred to as a 'Change in Control'); and

          "(iv) during a period of 30 days following a change in the composition
     of the Board of Directors such that individuals who were members of

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     the Board of Directors on the date two years prior to such change (and any
     new directors (other than a director whose initial assumption of office is
     in connection with an actual or threatened election contest, including but
     not limited to a consent solicitation, relating to the election of
     directors of the Company) who were elected, or were nominated for election,
     by the Company's shareholders with the affirmative vote of at least two-
     thirds of the directors then still in office who either were directors at
     the beginning of such two year period or whose election or nomination for
     election was previously so approved) no longer constitute a majority of the
     Board of Directors (such a change in composition is hereinafter referred to
     as a 'Change in Composition of the Board')."

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