Exhibit 10.2

                           THE MEAD CORPORATION
                          1991 STOCK OPTION PLAN
                          ----------------------
                                                                     COMPOSITE
                                                                     ---------
                                                                      06/24/99

Section 1.           Purposes.
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       The purposes of this 1991 Stock Option Plan (the
                            ----
"Plan") are (i) to provide incentives to officers and other
key employees of the Company upon whose judgment, initiative
and efforts the long-term growth and success of the Company
is largely dependent; (ii) to assist the Company in
attracting and retaining key employees of proven ability;
and (iii) to increase the identity of interests of such key
employees with those of the Company's shareholders by
providing such employees with options to acquire Common
Shares of the Company.

Section 2.           Definitions.
----------           ------------
       For purposes of the Plan:

       (a)    "Acquisition Transaction" means a transaction of
the type described in Section 8 (b) (ii).

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

       (c)    "Board of Directors" means the Board of Directors
of the Company.

       (d)    "Change in Composition of the Board" means an
event of the type described in Section 8 (b) (iv).

       (e)    "Change in Control" means a transaction of the
type described in Section 8 (b) (iii).

       (f)    "Committee" means the committee referred to in
Section 4.

       (g)    "Code" means the Internal Revenue Code of 1986, as
                                                        ----
amended.

       (h)    "Company" means The Mead Corporation; when used in
the Plan with reference to employment, "Company" shall
include any Subsidiary of the Company.

       (i)    "Designation of Beneficiary" means such person(s)
or entity whom the option Holder has designated by a
transfer on death or other designation of beneficiary to
receive the Holder's option on the Holder's death in
accordance with such procedures established from time to
time by the Committee.

       (j)    "Fair Market Value" means the average of the
highest sale price and the lowest sale price of a Share on
the date the value of a Share is to be determined, as
reported on the New York Stock Exchange - Composite
Transactions Tape or, if no sale is reported for such date,
then on the next preceding date for which a sale is
reported.

       (k)    "Grantee" means the employee who received the
option from the Company.

       (l)    "Holder" means the person(s) or entity who owns
the option, whether Grantee, Transferee, heir or other
beneficiary.

<PAGE>
       (m)    "Incentive Stock Option" means an option granted
under the Plan which qualifies as an incentive stock option
under Section 422 of the Code.

       (n)    "Limited Right" means a right granted under
Section 8 of the Plan.

       (o)    "Nonqualified Option" means an option granted
under the Plan which does not qualify as an incentive stock
option under Section 422 of the Code.

       (p)    "1934 Act" means the Securities Exchange Act of
1934, as amended.

       (q)    "Share" or "Shares" means the Common Shares,
without par value, of the Company.

       (r)    "Subsidiary" means any corporation, partnership or
other person or entity at least 10% of the voting or equity
interest of which is owned or controlled, directly or
indirectly, by the Company.

       (s)    "Tender Offer" means a tender offer or a request
or invitation for tenders or an exchange offer subject to
regulation under Section 14 (d) of the 1934 Act and the
rules and regulations thereunder, as the same may be
amended, modified or superseded from time to time.

       (t)    "Tax Date" means the date as of which the amount
of the withholding tax payment with respect to the exercise
of a Nonqualified Option is calculated.

       (u)    "Transferee" means the person who received the
option from the Grantee during the Grantee's lifetime.

       (v)    "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.

Section 3.           Shares Subject to the Plan.
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       (a)    Number of Shares.  Subject to adjustment as
              ----------------
provided in Section 10, the maximum number of Shares that
may be issued and/or delivered under the Plan upon the
exercise of options is 8,000,000.  Such Shares may be either
authorized and unissued or treasury Shares.  Any Shares (i)
subject to an option which for any reason has terminated or
expired or has been cancelled prior to being fully exercised
or (ii) which have been received by the Company as full or
partial payment for Shares purchased pursuant to Section 7
(b), may again be subject to option under the Plan.

       (b)    The maximum number of Limited Rights which may be
granted under the Plan is 8,000,000.  Any Limited Rights
granted under the Plan which for any reason terminate or
expire or have been cancelled prior to being fully exercised
may again be granted under the Plan.

Section 4.           Administration.
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       The Plan shall be administered by a committee (the
"Committee") of the Board of Directors, consisting of three
or more directors, who shall from time to time be appointed
by, and serve at the pleasure of, the Board of Directors.
No director shall serve as a member of the Committee if he
does not qualify as

<PAGE>

a disinterested person with respect to the Plan under Rule
16b-3 (or any successor provision) under the 1934 Act.

       The Committee shall have and exercise all the power and
authority granted to it under the Plan.  Subject to the
provisions of the Plan, the Committee shall in its sole
discretion determine the persons to whom, and the times at
which, Incentive Stock Options, Nonqualified Options and
Limited Rights shall be granted; the number of Shares to be
subject to each option; the option price per Share; and the
term of each option.  In making such determinations, the
Committee may take into consideration each employee's
present and/or potential contribution to the success of the
Company and its Subsidiaries and any other factors which the
Committee may deem relevant and proper.  Subject to the
provisions of the Plan, the Board of Directors or the
Committee shall also interpret the Plan; prescribe, amend
and rescind rules and regulations relating to the Plan;
correct defects, supply omissions and reconcile any
inconsistencies in the Plan; and make all other
determinations necessary or advisable for the administration
of the Plan.  The Committee or its designee may in its
discretion change the terms of any Limited Right granted
hereunder in connection with an Incentive Stock Option to
permit the Limited Right to be exercisable even though the
Fair Market Value of a Share on the date of exercise does
not exceed the exercise price of the related option.  Such
determinations of the Board of Directors, or of the
Committee (to the extent not reversed or modified by the
Board of Directors), shall be conclusive.  A majority of the
Committee shall constitute a quorum for meetings of the
Committee, and the act of a majority of the Committee at a
meeting, or an act reduced to or approved in writing by all
members of the Committee, shall be the act of the Committee.

Section 5.           Eligibility.
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       From time to time during the term of the Plan, the
Committee may grant one or more Incentive Stock Options
and/or Nonqualified Options to any person who is then an
officer or other key employee of the Company.  A director
who is not also an employee of the Company shall not be
eligible to receive options granted under the Plan.

Section 6.           Terms and Conditions of Options.
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       (a)    Written Agreement.  The terms of each option
              ------------------
granted under the Plan shall be set forth in a written
agreement, the form of which shall be approved by the
Committee.

       (b)    Terms and Conditions of General Application.  The
              --------------------------------------------
following terms and provisions shall apply to all options
granted under the Plan:

              (1)    No option may be granted under the Plan at an
option price per Share which is less than the Fair Market
Value of a Share on the date of grant.

              (2)    No option may be exercised more than ten
years after the date of grant.

              (3)    No option shall be exercisable within one
year after the date of grant.  At the time an option is
granted, the Committee may provide that after such one-year
period, the option may be exercised with respect to all
Shares subject thereto, or may be exercised with respect to
only a specified number of Shares over a specified period or
periods.

              (4)    Except as provided in Sections 6(b) (5) and
6(b) (6), an option may be exercised only if the Grantee
thereof has been continuously employed by the Company since
the date of grant.  Whether authorized leave of absence or
absence for military or governmental service shall
constitute a

<PAGE>

termination of employment shall be determined by the
Committee, after consideration of the provisions of Section
1.421-7(h) of the regulations issued under the Code, if
appropriate.

              (5)    At the time an option is granted, or at such
other time as the Committee may determine, the Committee may
provide that, if the Grantee of the option ceases to be
employed by the Company for any reason (including retirement
or disability) other than death, the option will continue to
be exercisable by the Grantee for such additional period
(not to exceed the remaining term of such option) after such
termination of employment as the Committee may provide.

              (6)    At the time an option is granted, the
Committee may provide that, if the Grantee of the option
dies while employed by the Company or while entitled to the
benefits of any additional exercise period established by
the Committee with respect to such option in accordance with
Section 6 (b) (5), then the option will continue to be
exercisable by the person or persons (including the Holder's
estate) to whom the Holder's rights with respect to such
option shall have passed by will or by the laws of descent
and distribution (or in accordance with the procedures set
forth in Section 9 hereof) for such additional period after
death (not to exceed the remaining term of such option) as
the Committee may provide.

              (7)    At the time an option is granted, the
Committee may provide for any restriction or limitation on
the exercise of such option and/or for any restriction or
limitation on the transferability of the Shares issuable
upon the exercise of such option as it may deem appropriate.

       (c)    Additional Provisions Applicable to Incentive
              ---------------------------------------------
              Stock Options.
              -------------
The following additional terms and provisions shall apply to
Incentive Stock Options granted under the Plan,
notwithstanding any provision of Section 6 (b) to the
contrary:

              (1)    No Incentive Stock Option shall be granted to
an officer or other employee who possesses directly or
indirectly (within the meaning of Section 424 (d) of the
Code) at the time of grant more than 10% of the voting power
of all classes of shares of the Company or of any parent
corporation or any corporation, 50% or more of the voting
stock of which is owned or controlled, directly or
indirectly, by the Company, unless the option price is at
least 110% of the Fair Market Value of the Shares subject to
the option on the date the option is granted and the option
is not exercisable after the expiration of five years from
the date of grant.

              (2)    The aggregate Fair Market Value (determined
on the date an Incentive Stock Option is granted) of Shares
with respect to which Incentive Stock Options are
exercisable for the first time by any individual in any
calendar year (under the Plan and all of the plans of the
Company and any Subsidiary and any parent corporation) shall
not exceed $100,000, or such other maximum amount permitted
by the Code.

       (d)    Waiver of Terms.  Subject to the ten-year
              ----------------
limitation in Section 6(b)(2), the Committee may waive or
modify at any time, either before or after the granting of
an option, any condition or restriction with respect to the
exercise of such option imposed by or pursuant to this
Section 6 in such circumstances as the Committee may deem
appropriate (including, without limitation, in the event the
Grantee retires with the approval of the Company, or in the
event of a proposed Acquisition Transaction, a Change in
Control, Tender Offer for Shares, or other similar
transaction involving the Company).

       (e)    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

<PAGE>

this Section 6(e)), all outstanding options granted
hereunder 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.

Section 7.           Exercise of Options.
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       (a)    Notice of Exercise.  The Holder of an option
              -------------------
granted under the Plan may exercise all or part of such
option by giving written notice of exercise to the Committee
or its designee; provided, however, that an option may not
be exercised for a fraction of a Share.  No Holder of an
option nor such Holder's legal representatives, legatees,
Transferees, distributees, or Designation of Beneficiary
will be, or will be deemed to be, a Holder of any Shares
covered by such option unless and until the option shall
have been exercised in accordance with the Plan.

       (b)    Payment of Option Price.  The option price for
              ------------------------
Shares with respect to which an option is exercised shall be
paid in full at the time such notice is given.  An option
shall be deemed exercised on the date the Committee or its
designee receives written notice of exercise, together with
full payment for the Shares purchased.  The option price
shall be paid to the Company either in cash or, with the
approval of the Committee, Shares having a Fair Market Value
equal to the option price (or a combination of cash and
Shares such that the sum of the Fair Market Value of the
Shares plus the cash equals the option price).

       (c)    Payment in Cancellation of Option.  The Committee
              ---------------------------------
shall have the authority in its sole discretion to authorize
the payment to the Holder of an option granted under the
Plan (with the consent of such Holder), in exchange for the
cancellation of all or a part of such Holder's option, of
cash in an amount not to exceed the difference between the
aggregate Fair Market Value on the date of such cancellation
of the Shares with respect to which the option is being
cancelled and the aggregate option price of such Shares;
provided, however, that if an Acceleration has occurred, for
purposes of this subparagraph, "Fair Market Value" on the
date of such cancellation shall be calculated in the same
manner as the "exercise value" of a Limited Right would be
calculated under Section 8 (c) with respect to such date
(whether or not any Limited Rights are actually
outstanding).

       (d)    Tax Withholding.  With the approval of the
              ---------------
Committee, the Grantee of a Nonqualified Option may elect to
have the Company retain from the Shares to be issued upon
the exercise by the Grantee of such option Shares having a
Fair Market Value on the Tax Date equal to all or any part
of the required minimum federal, state and local withholding
tax payments to be made by the Grantee with respect to the
exercise of the option in lieu of making such payments in
cash.  The Committee may establish from time to time rules
or limitations with respect to the right of a Grantee to
elect to have the Company retain Shares in satisfaction of
withholding payments; provided, however, that, in any event,
any such election made by a person subject to Section 16 (b)
of the 1934 Act must be made in accordance with any
applicable rules established under such section.

<PAGE>

       If a Grantee transfers a Nonqualified Option pursuant
to Section 9, the Grantee is required to satisfy the
applicable withholding taxes by paying cash or other
property to the Company with respect to any income
recognized by the Grantee on the exercise of such option by
the Transferee.  The Grantee's withholding obligations must
be satisfied on the date that the Transferee exercises the
option.  If the Grantee does not satisfy the applicable
withholding tax obligation, the Company shall retain from
the Shares to be issued Shares having a Fair Market Value on
the Tax Date equal to the mandatory withholding tax payable
by the Grantee.

       In connection with the exercise of an option or Limited
Right, the Company has the right to require the Grantee to
remit or otherwise make available to the Company an amount
sufficient to satisfy any federal, state and/or local
withholding  tax requirements prior to the delivery or
transfer of any certificate or certificates for Shares (and
prior to a cash payment in the case of a Limited Right) or
to take whatever action it deems necessary to protect its
interests with respect to tax liabilities in connection with
the issuance of Shares or cash payment.

Section 8.           Limited Rights.
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       (a)    Grant of Limited Rights.  The Committee may grant
              ------------------------
Limited Rights with respect to any option granted under the
Plan either at the time the option is granted or at any time
thereafter prior to the exercise, cancellation, termination
or expiration of such option.  The number of Limited Rights
covered by any such grant shall not exceed, but may be less
than, the number of Shares covered by the related option.
The term of any Limited Right shall be the same as the term
of the option to which it relates.  The right of a Holder to
exercise a Limited Right shall be cancelled if and to the
extent a related option is exercised, and the right of a
Holder to exercise an option shall be cancelled if and to
the extent a related Limited Right is exercised.

       (b)    Events Permitting Exercise of Limited Rights.  A
              --------------------------------------------
Limited Right shall be exercisable only if and to the extent
that the related option is exercisable; provided, however,
that notwithstanding the foregoing, (x) a Limited Right
shall not be exercisable during the first six months of its
term, and (y) in the case of a Limited Right issued in
connection with an Incentive Stock Option, such Limited
Right shall not be exercisable unless the Fair Market Value
of a Share on the date of exercise exceeds the exercise
price of a Share subject to the related option.  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 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

<PAGE>

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 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").

       (c)    Exercise of Limited Rights.  Upon exercise of a
              ---------------------------
Limited Right, the Holder thereof shall receive from the
Company a cash payment equal to the excess of:  (x) the
aggregate "exercise value" on the date of exercise
(determined as provided below) of that number of Shares as
is equal to the number of Limited Rights being exercised
over (y) the aggregate exercise price under the related
option of that number of Shares as is equal to the number of
Limited Rights being exercised.  A Holder shall exercise a
Limited Right by giving written notice of such exercise to
the Committee.  A Limited Right shall be deemed exercised on
the date the Committee receives such written notice.

       The "exercise value" of a Limited Right on the date of
exercise shall be:

              (i)    in the case of an exercise during a period
described in Section 8 (b) (i), the highest price per Share
paid pursuant to any Tender Offer which is in effect at any
time during the 60-day period prior to the date on which the
Limited Right is exercised;

              (ii)   in the case of an exercise during a period
described in Section 8 (b) (ii), the greater of:  (x) the
highest sale price of a Share during the 30-day period prior
to the date of shareholder approval of the

<PAGE>

Acquisition Transaction, as reported on the New York Stock
Exchange - Composite Transaction Tape, or (y) the highest
fixed or formula per Share price payable pursuant to the
Acquisition Transaction (if determinable on the date of
exercise);

              (iii)         in the case of an exercise during a
period described in Section 8 (b) (iii), the greater of:
(x) the highest sale price of a Share during the 30-day
period prior to the date the Company is provided with a copy
of the Schedule 13D, or the date of authorization of the
control share acquisition, as reported on the New York Stock
Exchange - Composite Transactions Tape, or (y) the highest
acquisition price of a Share shown on such Schedule 13D or
to be paid in such control share acquisition; and

              (iv)   in the case of an exercise during a period
described in Section 8 (b) (iv), the highest sale price of a
Share during the 30-day period prior to the date of the
Change in Composition of the Board, as reported on the New
York Stock Exchange - Composite Transactions Tape.

       Notwithstanding the foregoing, in no event shall the
exercise value of a Limited Right issued in connection with
an Incentive Stock Option exceed the maximum permissible
exercise value for such a right under the Code and the
regulations and interpretations issued pursuant thereto.
Any securities or property which form part or all of the
consideration paid for Shares pursuant to a Tender Offer or
Acquisition Transaction shall be valued at the higher of (1)
the valuation placed on such securities or property by the
person making such Tender Offer or the other party to such
Acquisition Transaction, or (2) the value placed on such
securities or property by the Committee.

       (d)    Compliance with Law.  The exercise of Limited
              --------------------
Rights by directors and officers of the Company shall be
subject to, and comply with, the applicable requirements of
Rule 16b-3 (e) under the 1934 Act (or any successor
provision), as the same may be amended, modified or
superseded from time to time.

Section 9.           Non-Transferability.
---------            -------------------
       Except as provided in this Section 9, options granted
under the Plan may not be sold, pledged, assigned,
hypothecated or transferred other than by Designation of
Beneficiary, or, if none, then by will or the laws of
descent and distribution and may be exercised during the
lifetime of the Grantee only by such Grantee or by his
guardian or legal representative.

       Upon the death of an option Holder, outstanding options
held by such Holder may be exercised only by Designation of
Beneficiary, or, if none, then by the executor or
administrator of the Holder's estate or by a person who
shall have acquired the right to such exercise by will or by
the laws of descent and distribution.

       Subject to such conditions as the Committee may
prescribe, during an option Grantee's lifetime, the
Committee may permit the transfer or assignment of an
outstanding option by such Grantee; provided, that such
transfer or assignment shall not apply to (y) an option
which is an Incentive Stock Option (but only if
nontransferability is necessary in order for the option to
qualify as an Incentive Stock Option), and (z) an option
granted to a person subject to Section 16 of the 1934 Act
(but only if nontransferability is necessary in order for
the option to qualify for the exemption under Rule 16b-3 of
the 1934 Act).

Section 10.          Adjustments Upon Changes in Capitalization.
-----------          ------------------------------------------
       In the event of a change in outstanding Shares by
reason of a Share dividend, recapitalization, merger,
consolidation, split-up, combination or

<PAGE>

exchange of shares, or the like, the maximum number of
Shares subject to option during the existence of the Plan,
the number of Limited Rights which may be granted under the
Plan, the number of Shares subject to, and the option price
of, each outstanding option, the number of Limited Rights
outstanding, the Fair Market Value of a Share on the date a
Limited Right is granted, and the like shall be
appropriately adjusted by the Committee (disregarding any
fractional Shares resulting therefrom), whose determination
in each case shall be conclusive.

Section 11.          Conditions Upon Granting and Exercise of
-----------          ----------------------------------------
                     Options and Limited Rights and Issuance of
                     ------------------------------------------
                     Shares.
                     -------
       No option or Limited Right shall be granted, no option
or Limited Right shall be exercised and Shares shall not be
issued or delivered upon the exercise of an option unless
the grant and exercise thereof, and the issuance and/or
delivery of Shares pursuant thereto, or the payment
therefor, shall comply with all relevant provisions of state
and federal law, including, without limitation, the
Securities Act of 1933, as amended, the 1934 Act, the rules
and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the Shares then may be
listed.

Section 12.          Amendment and Termination of Plan.
----------           ---------------------------------
       (a)    Amendment.  The Board of Directors may from time
              ---------
to time amend the Plan, or any provision thereof, in such
respects as the Board of Directors may deem advisable;
provided, however, that any such amendment shall be approved
by the Holders of Shares by such vote and otherwise in
compliance with applicable federal or state law (including
Rule 16b-3 (or any successor provision) under the 1934 Act)
or the requirements of any stock exchange upon which the
Shares may then be listed.

       (b)    Termination.  The Board may at any time terminate
              -----------
the Plan.

       (c)    Effect of Amendment or Termination.  No amendment
              ----------------------------------
to or termination of the Plan shall adversely affect any
option or Limited Right previously granted under the Plan
without the consent of the Holder thereof.

Section 13.          Notices.
-----------          --------
       Each notice relating to this Plan shall be in writing
and delivered in person or by mail to the proper address.
Except as otherwise provided by the Committee, each notice
shall be deemed to have been given on the date it is
delivered or mailed, provided, however, that for a notice of
exercise given in accordance with Section 7 (b), which shall
be deemed to have been given on the date it is received by
the Committee with payment of the option price.  Each notice
to the Committee shall be addressed as follows:  The Mead
Corporation, Mead World Headquarters, Courthouse Plaza
Northeast, Dayton, Ohio  45463, Attention:  Compensation
Committee.  Each notice to the Holder of an option or other
person or persons then entitled to exercise an option shall
be addressed to such person or persons at the Holder's
address as set forth in the records of the Company.  Anyone
to whom a notice may be given under this Plan may designate
a new address by written notice to the party to that effect.

Section 14.          Benefits of Plan.
-----------          -----------------
       This Plan shall inure to the benefit of and be binding
upon each successor and assign of the Company.  All rights
and obligations imposed upon the Holder of an option and all
rights granted to the Company under this Plan shall be
binding upon such Holder's heirs, legal representatives and
successors.

<PAGE>

Section 15.          Pronouns and Plurals.
-----------          ---------------------
       All pronouns shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person
or persons may require.

Section 16.          Shareholder Approval and Term of Plan.
-----------          --------------------------------------
       The Plan shall become effective upon its approval by
the affirmative vote of the Holders of a majority of the
Shares entitled to vote thereon held by shareholders present
in person or by proxy at any shareholders' meeting at which
a quorum is present.  The Plan shall expire on January 24,
2001, unless sooner terminated in accordance with Section
12.

<PAGE>

                ______________________________________________



NOTES:
------
       (1)           Adopted by the Board of Directors of the
Company on January 24, 1991, and approved by the Company's
shareholders on April 25, 1991.

       (2)     Amendments to Sections 2, 7 (a), (b), (c), and 9
adopted by the Board of Directors of the Company on November
09, 1996 to permit the transfer of stock options and to
allow for the designation of a beneficiary of the stock
option grant.

       (3)    Amendments to Sections 2(b) with addition of
Section 2(w);  Section 6(e); Section 8(b) with addition of
subsections (i), (ii), (iii), (iv) as adopted by the Board
of Directors on June 24, 1998.

       (4)    Administrative Amendment to Section 7(d) as
adopted by the Compensation Committee of the Board of
Directors on June 24, 1999.