Exhibit 10.3
                                THE MEAD CORPORATION
                               1996 STOCK OPTION PLAN
                               ----------------------
                                                                     COMPOSITE
                                                                     ---------
                                                                      06/24/99

       Section 1.    Purposes.
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              The purposes of The Mead Corporation 1996 Stock Option Plan
       (the "Plan") are (i) to provide incentives to officers, other key
       employees and non-employee directors 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 and non-employee directors
       of proven ability; and (iii) to increase the identity of interests
       of such key employees and non-employee directors with those of the
       Company's shareholders by providing such employees and directors
       with options to acquire Shares of the Company.

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

              (a)    "Acquisition Transaction" means a transaction of the
       type described in Section 9(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" or "Board" means the Board of
       Directors of the Company.

              (d)    "Change in Composition of the Board," means an event
       of the type described in Section 9(b) (iv).

              (e)    "Change in Control," means a transaction of the type
       described in Section 9 (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, an Ohio
       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.
<PAGE>
              (l)    "Holder" means the person(s) or entity who owns the
       option, whether Grantee, Transferee, heir or other beneficiary.

              (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)    "Initial Director" means a person who is a Non-
       Employee Director at the date of requisite approval of this Plan
       by the shareholders of the Company.

              (o)    "Limited Right" means a right granted under Section 9
       of the Plan.

              (p)    "Non-Employee Director" means a member of the Board
       who is not also an employee of the Company.

              (q)    "Nonqualified Option" means an option granted under
       the Plan which does not qualify as an Incentive Stock Option under
       Section 422 of the Code.

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

              (s)    "Reload Option" means a Nonqualified Option granted
       under Section 6(d) of the Plan.

              (t)    "Share" or "Shares" means shares of common stock,
       without par value, of the Company.

              (u)    "Subsequent Director" means a person who becomes a
       Non-Employee Director subsequent to the date of requisite approval
       of this Plan by the shareholders of the Company.

              (v)    "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.

              (w)    "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.

              (x)    "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.

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

              (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.

<PAGE>

       Section 3.    Shares Subject to the Plan.
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              (a)    Number of Shares.  Subject to adjustment as provided
                     -----------------
       in Section 11, the maximum number of Shares that may be issued
       and/or delivered under the Plan upon the exercise of options is
       8,000,000.  Subject to adjustment as provided in Section 11, the
       maximum number of Shares that may be issued and/or delivered under
       the Plan to any individual over the term of the Plan upon the
       exercise of options shall not exceed 800,000.  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 8(b), may again
       be granted pursuant to options under the Plan.

              (b)    Subject to adjustment as provided in Section 11, the
       maximum number of Limited Rights which may be granted under the
       Plan is 8,000,000.  Subject to adjustment as provided in Section
       11, the maximum number of Limited Rights that may be granted under
       the Plan to any individual over the term of the Plan shall not
       exceed 800,000.  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 (i) he or she does not
       qualify as a disinterested person with respect to the Plan under
       Rule 16b-3 (or any successor provision) under the 1934 Act or (ii)
       he or she does not qualify as an outside director within the
       meaning of Section 162(m) of the Code.

              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, Reload 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 participant's present and/or potential
       contribution to the success of the Company and any other factors
       which the Committee may deem relevant and proper.  Subject to the
       provisions of the Plan, 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 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 Committee 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.


       <PAGE>

       Section 5.    Eligibility.
       ----------    ------------
              From time to time during the term of the Plan, the Committee
       may grant one or more Incentive Stock Options, Nonqualified
       Options and Reload Options to any person who is then an officer or
       other key employee of the Company.  Each Non-Employee Director
       shall be eligible to receive Nonqualified Options granted under
       the formula provision set forth in Section 7 of the Plan.

       Section 6.    Terms and Conditions of Options.
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              (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 written agreement or other grant
       document, 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, except to the extent otherwise provided in
       Sections 6 (c), 6 (d), 6 (e), 6 (f) and 7 hereof, if applicable:

                     (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 of such
       option 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 termination of
       employment shall be determined by the Committee in its sole
       discretion.

                     (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 Holder (including a Transferee under Section 10 hereof) 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 such 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 to whom the Grantee'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 10 hereof) for such additional period after death (not to
       exceed the remaining term of such option) as the Committee may
       provide.

       <PAGE>
                     (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.

                     (3)    Any Stock Option granted under the Plan may
       contain a feature providing for, upon the exercise thereof, the
       grant of a Reload Option subject to and in accordance with the
       terms and conditions set forth in Section 6 (d) below.

              (d)    Additional Provisions Applicable to Reload Options.
                     ---------------------------------------------------
       Whenever the Grantee of any option containing a reload feature
       (the "Original Option") outstanding under this Plan exercises such
       Original Option, the Grantee of such Original Option (except as
       provided in Section 6 (d) (5) below) shall be granted on the date
       of such exercise (the "Reload Date") a new option (the "Reload
       Option") for a number of Shares (the "Original Shares") equal to
       the number of Shares subject to the Original Option being
       exercised less the number of Shares subject to the Original Option
       which are (A) withheld by the Company as full or partial payment
       of the option price for such Original Option, (B) otherwise
       disposed of for purposes of having the proceeds applied for such
       purpose or (C) withheld by the Company for purposes of tax
       withholding in accordance with Section 8 (d) hereof.  The
       following additional terms and provisions shall apply to Reload
       Options granted under the Plan, notwithstanding any provision of
       Section 6 (b) to the contrary:

                     (1)    Option Price.  The option price per Share
                            -------------
       covered by a Reload Option shall be an amount equal to the Fair
       Market Value per Share as of the Reload Date.

                     (2)    Expiration Date.  Subject to Section 6 (d) (4)
                            ----------------
       below, the option exercise period shall expire on, and the Reload
       Option shall no longer be exercisable following, the tenth
       anniversary of the Reload Date.

                     (3)    Vesting Period.  Reload Options granted under
                            ---------------
       this Section 6 (d) shall vest and become exercisable with respect
       to all

<PAGE>
       Shares covered thereby on the third anniversary of the Reload
       Date, subject to Section 6 (f) hereof.

                     (4)    Automatic Cancellation.  Except as otherwise
                            -----------------------
       provided in the agreement evidencing a Reload Option, a Reload
       Option shall be immediately cancelled (without any action taken by
       the Company) with respect to that number of Shares subject to such
       Reload Option (such number of Shares being determined in
       accordance with the succeeding sentence), effective immediately
       upon any sale, disposition or purported assignment or transfer of
       any or all of the Original Shares subject to the Original Option
       prior to the third anniversary of the Reload Date.  The number of
       Shares subject to the Reload Option so cancelled shall equal the
       number of Original Shares subject to the Original Option so sold,
       disposed of, assigned or transferred prior to the third
       anniversary of the Reload Date; provided, however, that such
                                       -----------------
       Shares subject to the Reload Option shall not be cancelled if such
       Original Shares are used in connection with the exercise of
       another option with respect to which Section 6 (d) hereof applies.

                     (5)    Active Employee.  No Reload Option shall be
                            ----------------
       granted to any person who is not employed by the Company at the
       time of exercise of an Original Option.

              (e)    Waiver of Terms.  Subject to the ten-year limitation
                     ----------------
       in Section 6 (b) (3), the Committee may waive or modify at any
       time, either before or after the granting of an option (including
       a Reload Option but excluding any option granted under Section 7
       hereof) 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).

              (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.

       Section 7.    Non-Employee Directors Formula Options.
       ----------    ---------------------------------------
              The following additional terms and provisions of this
       Section 7 shall apply to grants of options to Non-Employee
       Directors under the Plan, notwithstanding any provision of Section
       6(b) to the contrary.  The provisions of this Section 7 shall not
       be amended more than once every six months, other than to comport
       with changes in the Code, the

<PAGE>
       Employee Retirement Income Security Act of 1974, as amended, or
       the rules promulgated thereunder.

              (a)    General.  Non-Employee Directors shall receive
                     --------
       Nonqualified Options under the Plan.  The option price per Share
       shall equal the Fair Market Value of a Share on the date of grant.

              (b)    Initial Grants to Initial Directors.  Upon the
                     ------------------------------------
       requisite approval of the Plan by the shareholders of the Company,
       each Initial Director shall be granted automatically an option to
       purchase 600 Shares.

              (c)    Initial Grants To Subsequent Directors.  Each
                     ---------------------------------------
       Subsequent Director shall, at the time such director becomes a
       Non-Employee Director, be granted automatically an option to
       purchase 600 Shares.

              (d)    Subsequent Grants To Directors.  On January 3rd of
                     -------------------------------
       each year beginning on January 3, 1997, each continuing Initial
       Director shall be granted automatically an option to purchase a
       number of Shares determined below.  On January 3rd of each year
       subsequent to a Subsequent Director's becoming a Non-Employee
       Director, each Subsequent Director shall be granted automatically
       an option to purchase a number of Shares determined below.  The
       number of Shares subject to each grant made pursuant to this
       Paragraph (d) shall equal the product obtained by multiplying (w)
       600, by (x) an adjustment factor (the "Factor").  The Factor shall
       equal the quotient obtained by dividing (y) the "base line number"
       for average "total compensation" paid to directors by companies
       with annual sales in excess of $4 billion, as published in the Hay
       Consulting Group's "Directors Compensation Report" (or comparable
       successor report) in the calendar year immediately preceding the
       year in which such grant is made, which report covers compensation
       paid in the year ending immediately prior to the year of
       publication, by (z) $36,246.  In the event that such Directors
       Compensation Report (or comparable successor report) is not
       published with respect to any year, the Factor shall equal one
       (1).

              (e)    Exercisability.  Subject to Section 6 (f) hereof, each
                     ---------------
       option granted under this Section 7 shall be exercisable as to 100
       percent of the Shares covered by the option on the first
       anniversary of the date the option is granted.

              (f)    Termination.  Upon the termination of a Non-Employee
                     -----------
       Director from such position, for any reason, after such director
       has attained either age 70 or ten (10) years of service as a
       director of the Company (whether or not as a Non-Employee
       Director), each option granted to such Non-Employee Director
       pursuant to this Section 7 which is exercisable at the time of
       such termination shall remain exercisable for the remainder of its
       term.  Upon the termination of a Non-Employee Director from such
       position, for any reason, prior to the attainment of age 70 or ten
       (10) years of service as a director of the Company (whether or not
       as a Non-Employee Director), all options granted to such Non-
       Employee Director pursuant to this Section 7 which are exercisable
       at the time of such termination shall remain exercisable for a
       period of one year following the date of such termination, but in
       no event may the term of an option be extended beyond its
       expiration date.  Each option granted pursuant to this Section 7
       which is not exercisable at the time of such termination shall be
       immediately cancelled.

       Section 8.    Exercise of Options.
       ----------    -------------------
              (a)    Notice of Exercise.  The Holder of an option granted
                     ------------------
       under the Plan may exercise all or part of such option by giving
       written
<PAGE>
       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 Shares (including Shares withheld from the
       Shares otherwise receivable by the Option Holder upon the exercise
       of the option) 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).  The Committee shall have the authority, subject to
       such conditions and procedures that it deems necessary and
       advisable, to authorize the use of a cashless exercise procedure
       with a registered broker/dealer.

              (c)    Payment in Cancellation of Option.  The Committee
                     ---------------------------------
       shall have the authority in its sole discretion to authorize the
       payment to an Option Holder (with the consent of such Holder) in
       exchange for the cancellation of all or a part of such Holder's
       Option (other than an option granted under Section 7 hereof), of
       cash in an amount per Share not to exceed the difference between
       the aggregate Fair Market Value on the date of such cancellation
       of the Shares 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 9(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.

              If a Grantee transfers a Nonqualified Option pursuant to
       Section 10, 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.
<PAGE>
              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 9.    Limited Rights
       ----------    --------------
              (a)    Grant of Limited Rights.  The Committee may grant
                     ------------------------
       Limited Rights with respect to any option granted under the Plan
       (other than an option granted under Section 7) 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 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
<PAGE>
       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 9 (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 9(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 Acquisition Transaction, as
       reported on the New York Stock
<PAGE>
       Exchange -Composite Transactions 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 9(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 9 (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 for purposes
       of Section 422 of 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 l6b-3 (e)
       under the 1934 Act (or any successor provision), as the same may
       be amended, modified or superseded from time to time.

       Section 10.   Transfers Upon Death; Nonassignability.
       -----------   --------------------------------------
              Except as provided in this Section 10, 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)

<PAGE>

       Section 11.   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 exchange of Shares, or the like, or in the
       event of any similar corporate transaction which the Committee
       determines requires the adjustments described herein, 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 maximum number of Shares or Limited
       Rights which may be granted to any individual over the term of the
       Plan, 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 12.   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 13.   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 14.          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 8 (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
<PAGE>
       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 15.   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.

       Section 16.   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 17.   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 September 30, 2005, unless
       sooner terminated in accordance with Section 13.

       Section 18.   Interpretation.
       -----------   --------------
              The Plan is designed and intended to comply with Rule 16b-3
       promulgated under the 1934 Act and Section 162(m) of the Code and
       all provisions hereof shall be construed in a manner to so comply.

<PAGE>
                     ___________________________________________

NOTES:
-----
(1)    Adopted by the Board of Directors of the Company on October 28,
       1995, and approved by the Company's shareholders on April 25,
       1996.

(2)    Amendments to Sections 2, 6 (b) and (e), 8 (a) and (d), 10 and 14
       to allow for the designation of a beneficiary of the stock option
       grant.

(3)    Amendments to Section 2(b), with an addition of subsection (z);
       Section 6(a), (f); Section 9(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 8(d) as adopted by the
       Compensation Committee of the Board of Directors on June 24, 1999.