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                               SECOND AMENDMENT
                                      OF
           THE MEAD CORPORATION EXECUTIVE CAPITAL ACCUMULATION PLAN
           --------------------------------------------------------

     WHEREAS, The Mead Corporation maintains The Mead Corporation Executive 
Capital Accumulation Plan (the "Plan"), and amendment of the Plan is now 
considered desirable;

     NOW THEREFORE, it is resolved that the Plan be, and it hereby is, amended, 
effective as of July 1, 1997, by substituting the following for paragraph 
3.2 (a) of the Plan:

     (a)  The amount of a Participant's annual base salary deferral:

          (i)  shall not exceed 80 percent of the amount of that salary,
               determined as of the last day of the month during which the
               election is made;

          (ii) shall, at a Participant's election made on his Annual Written
               Election to Participate (and on such form as the Committee shall
               decide with respect to exercises to be made during the period
               August 1, 1997 to November 30, 1997), be automatically increased
               by an amount equal to all or any part of the amount of the income
               realized by the Participant on the post-July 31, 1997 exercise of
               non-qualified stock options granted to him by an Employer and
               held by him for at least 5 years, subject to the limitations of
               paragraph (i) next above and to the following:

               (A)  the amount of increased deferral shall:

                    (1)  not exceed an amount equal to the Participant's
                         remaining unpaid annual base salary for the year of
                         exercise;

                    (2)  be made in equal monthly increments, beginning with the
                         calendar month next following the month of exercise of
                         the non-qualified stock option and continuing for the
                         remainder of the calendar year;

               (B)  a Participant may not elect an increased deferral with
                    respect to gain realized on account of his exercise of a 
                    non-qualified stock option during the month of December of
                    any calendar year; and
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          (C)  if a Participant is subject to stock ownership guidelines
               established by Mead, the increased deferral contemplated by this
               paragraph 3.2(a) is conditioned on the Participant's conformance
               with those guidelines.

          (2)  By deleting the word "and" at the end of paragraph 1.1(a) of the
               Plan and by substituting the following for paragraph 1.1(b)
               thereof, effective January 1, 1998:

               (b)  who is either:

                    (i)  compensated by his Employer at a salary grade at least 
                         equivalent to Mead's salary grade 19; or

                    (ii) is designated by the Committee or its delegate as an 
                         Eligible Employee, but only for such period as the
                         Committee or its delegate shall decide.

          (3)  By designating subsection 8.5 of the Plan to be subsection 8.6 
               thereof and by adding the following new subsection 8.5 to the
               Plan to follow immediately after subsection 8.4 thereof,
               effective January 1, 1998:

               8.5  Change in Control Distributions.  
                    --------------------------------
          In connection with a "Change in Control" (as defined in subsection
          11.4), the Committee, in its sole discretion, may distribute a
          Participant's Participant Accounts established for his benefit on and
          after January 1, 1998, to him in a single lump sum.