THE MEAD CORPORATION
                 CORPORATE ANNUAL INCENTIVE PLAN
                 -------------------------------
                              1999
                              ----
OBJECTIVE
---------
The objective of the Corporate Annual Incentive Plan is to
recognize and reward Mead's key executive officers and division
leaders for achieving and sustaining superior business financial 
results.

PARTICIPATION ELIGIBILITY
-------------------------
All Officers of the Corporation are participants in this plan. 
In addition, the formula of this plan provides funding for the
annual incentives of all Corporate Center employees.

PAYOUT ELIGIBILITY
------------------
Participants must be employees of the company, an affiliate or a
subsidiary at the end of the plan year to receive payout from
this plan.  An appropriate proration of earned awards may be made
in case of death, disability, retirement, hire or transfer during
the plan year. In such cases, the annual incentive target will be
pro-rated to reflect the months of service.

Provisions detailed in Attachment 1 and forming a part of this
plan govern in the event of a Change in Control of the company.

ANNUAL INCENTIVE TARGET
-----------------------
The annual incentive target for each grade is the difference
between Mead's policy total cash compensation target and the
midpoint.  This target will be adjusted annually, based on market
total cash compensation data.  The current targets are shown in
Attachment 2.

PAYOUT FUNDING
--------------
The individual annual incentive target is multiplied by the
Payout Factor under this Plan. This Payout Factor is determined
as:


Payout       =   Mead ROTC                X      Mead ROTC 
                 --------------------            -------------
Factor          Mead Cost of Capital             FP Peers ROTC

where ROTC  =  (EAT + ((1 - Tax Rate) X Current Interest Expense)) X 100
                ---------------------------------------------------
                    (Average Equity + Average Long-Term Debt)

Mead's Forest Products peers (FP Peers) are comprised of those
members of the Paper Industry Compensation Association whose
major business lines are similar to the Mead business segments,
and for which public financial reporting is provided by Value
Line Reports.  For the 1998 plan year, these companies are
identified as:

                        Boise Cascade
                        Bowater
                        Champion International
                        Consolidated Paper
                        Georgia Pacific
                        International Paper
                        Potlatch
                        Temple-Inland
                        Westvaco
<PAGE>
                        Weyerhaeuser
                        Willamette

The Compensation Committee may alter the membership of this FP
Peer group as corporate structures or market business lines of
the indicated companies changes.

The annual incentive payout is determined as:

Annual Incentive Payout  =  Annual Incentive Target X  Payout Factor

While this formula determines an available pool of annual
incentive dollars, allocation of incentive awards to individuals
is based solely on the criteria for "Individual Payout
Determination" defined in the following section.

INDIVIDUAL PAYOUT DETERMINATION
-------------------------------
Payout under this Plan for all Participants will be determined by
an assessment of each individual's contribution to the business
results for the performance period.  This assessment for each
Participant shall be determined by that participant's manager,
subject to review of the CEO.

PAYOUT LIMITATIONS
------------------
Payout shall be limited on the basis of the following financial
results of the corporation:

1.      There shall be no payout to any participant if any
        corporate earnings are negative for the calendar year

2.      Maximum payout is 75% of target for any financial 
        performance under 6.0% ROTC

3.      Payout is capped at 200% of target, for any level of
        performance

ACCOUNTING FOR PAYOUT
---------------------
Payout will be estimated periodically and the required corporate
accrual of payout will be booked against earnings during the
year.  Approved incentive payments will be prepared and expensed
to earnings at the time of payout.

RECOMMENDATIONS AND APPROVAL
----------------------------
The Compensation Committee approves this Plan, and reviews total
funding and individual payouts under the plan, and the amount,
use and replenishment of any reserve funds.

The CEO recommends all individual payouts to the Compensation
Committee of the Board of Directors for approval.  Payouts for
the CEO and the COO are recommended to the Board of Directors by
the Compensation Committee.

The Compensation Committee may also determine if payout will be
in cash, restricted stock, or replaced with stock options, or a
combination thereof.  The Board of Directors may require a
mandatory deferral of all or any portion of the payout to ensure
full deductibility of compensation to any executive.

ADMINISTRATION
--------------
The Plan is administered by the Compensation Committee of the
Board.  The Compensation Committee has delegated administration
to the Corporate Vice President, Human Resources.

RESERVED RIGHTS
---------------
The Mead Corporation reserves the right to alter, amend, suspend
or terminate any or all provisions of this Corporate Annual
Incentive Plan, except such actions shall neither inhibit nor
hinder the rights of any individual with respect to earned and
credited awards which have been deferred.  Designation of a
position as eligible for participation neither guarantees the
individual a right to an incentive payment nor a right to
continued employment.  

<PAGE>

                               Attachment 1

Effect of Change in Control
---------------------------
Notwithstanding any foregoing Plan provision to the contrary (and
notwithstanding any lack of satisfaction of any condition or
requirement which would otherwise apply to an award), immediately
upon the occurrence of a Change in Control (as defined in the
next section hereof), (i) if the Change in Control occurs after
the completion of the performance period ending December 31, 1999
(the "Performance Period"), any award with respect to the
Performance Period which has already been determined, but has not
yet been paid or deferred, shall be immediately paid in full in
cash to the respective Participant, (ii) if the Change in Control
occurs after the completion of the Performance Period, if no
awards have been determined with respect to the Performance
Period, the amount (if any) of each such award shall be
immediately determined in accordance with the provisions of the
Plan and shall be immediately paid in full in cash to the
respective Participant, and (iii) if the Change in Control occurs
during the Performance Period (the "Change-in-Control Performance
Period"), each Participant shall immediately be paid a pro-rata
award for the Performance Period, the amount of which shall equal
the product of multiplying the Participant's individual incentive
target by a fraction, the numerator of which shall be the number
of days in the Change-in-Control Performance Period which have
elapsed as of the date of the Change in Control, and the
denominator of which shall be the number of days in the
Performance Period.  Notwithstanding the immediately preceding
sentence, no amounts shall be paid pursuant thereto which would,
in the opinion of counsel selected by Mead's independent
auditors, constitute "parachute payments" within the meaning of
Section 280G(b)(2)(A) of the Internal Revenue Code (the "Code")
and, when added to any other "parachute payments" which would be
received by the Participant pursuant to the terms of any other
plan, arrangement or agreement with Mead,any person whose actions
result in a change in control of Mead or any person affiliated
with Mead or such person, would be subject to the tax imposed by
Section 4999 of the Code.

Notwithstanding any provision to the contrary in the Plan, upon
and after the occurrence of a Change in Control, (i) the
Compensation Committee shall have no power to cause a
Participant's award to be paid in any manner other than as a cash
lump sum, (ii) the Board of Directors shall have no power to
require a mandatory deferral of all or any portion of the award,
and (iii) neither the Compensation Committee, the Board of
Directors nor any other person or entity shall have the right to
terminate or amend the Plan in any manner which would adversely
affect the rights or expectancies of a Participant with respect
to payment of an award pursuant to this section, as in effect
immediately before the Change in Control.

Definition of Change in Control
-------------------------------
A "Change in Control" shall be deemed to have occurred if an
event set forth in any one of the following paragraphs shall have
occurred:

(i)  date of expiration of a Tender Offer (as defined below),
other than an offer by Mead,if the offeror acquires Shares (as
defined below) pursuant to such Tender Offer;

(ii) the date of approval by the shareholders of Mead of a
definitive agreement: (x) for the merger or consolidation of Mead
or any direct or indirect subsidiary of Mead into or with another
corporation, other than (1) a merger or consolidation which would
result in the voting securities of Mead outstanding immediately
prior thereto continuing to represent ((i) in the case of a
merger or consolidation of Mead, 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 Mead,
either by remaining outstanding if Mead 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 Mead or such surviving or parent entity outstanding

<PAGE>

immediately after such merger or consolidation, or (2) a merger
or consolidation effected to implement a recapitalization of Mead
(or similar transaction) in which no Person (as defined below) is
or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of Mead (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from Mead or its Affiliates) representing 25%
or more of the combined voting power of Mead's then outstanding
securities, or (y) for the sale or disposition of all or
substantially all of the assets of Mead, other than a sale or
disposition by Mead for all or substantially all of Mead's assets
to an entity, at least 51% of the combined voting power of the
voting securities of which are owned (directly or indirectly) by
shareholders of Mead in substantially the same proportions as
their ownership of Mead immediately prior to such sale or
disposition.

(iii) (x) any Person is or becomes the Beneficial Owner of 25% or
more of the voting power of the then outstanding securities of
Mead (not including in the securities beneficially owned by such
Person any securities acquired directly or indirectly from
Mead or its affiliates), excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in
clause (x)(1) of paragraph (ii) above or (y) the date of
authorization, by both a majority of the voting power of Mead 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); and

(iv) a change in the composition of the Board of Directors such
that individuals who were members of 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 Mead) who were elected, or were
nominated for election by Mead'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.

Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately
following which the record holders of the common stock of Mead
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of
Mead immediately following such transaction or series of
transactions.

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

"Beneficial Owner" shall have the meaning defined in Rule 13d-3
under the Exchange Act.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

"Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) Mead or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of Mead 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
Mead in substantially the same proportions as their ownership of
stock of Mead.

<PAGE>

"Shares" shall mean shares of common stock, without par value, of
The Mead Corporation

"Tender Offer" shall mean a tender offer or a request or
invitation for tenders or an exchange offer subject to regulation
under Section 14(d) of the Exchange Act and the rules and
regulations thereunder, as the same may be amended, modified or
superseded from time to time.  

<PAGE>

                                Attachment 2


                                 CORPORATE ANNUAL INCENTIVE PLAN
                                 -------------------------------
                                          PAYOUT TARGETS
                                          --------------
                                               1999
                                               -----



               1999           1999 Annual         Policy
Grade          Midpoint       Incentive Target    TCC Target
-----          --------       ----------------    ----------
33             $809,928       $823,600            $1,633,528
32              712,524        683,600             1,396,124
31              621,720        563,400             1,185,120
30              544,032        461,800             1,005,832
29              475,632        378,100               853,732
28              415,584        310,000               725,584
27              363,084        255,300               618,384
26              317,196        210,100               527,296
25              277,236        173,900               451,136
24              241,992        146,100               387,992
23              211,020        125,800               336,820
22              187,476        108,160               295,636
21              164,448         91,160               255,608