THE MEAD CORPORATION
                  DIRECTORS CAPITAL ACCUMULATION PLAN
                  -----------------------------------
          (As Amended and Restated Effective January 1, 1999)

<PAGE>

                           TABLE OF CONTENTS

SECTION 1 - GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

      1.1   Purpose and Effective Date . . . . . . . . . . . . . . . . . . . 1
      1.2   Plan Funding and Administration. . . . . . . . . . . . . . . . . 1
      1.3   Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . 1
      1.4   Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . 1
      1.5   Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
      1.6   Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2 - PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . .2

      2.1   Participation Requirement. . . . . . . . . . . . . . . . . . . . 2
      2.2   Continued Participation. . . . . . . . . . . . . . . . . . . . . 2
               
SECTION 3 - DEFERRAL OF INCOME. . . . . . . . . . . . . . . . . . . . . . . .3

      3.1   Deferred Income Amount . . . . . . . . . . . . . . . . . . . . . 3
      3.2   Annual Election to Participate . . . . . . . . . . . . . . . . . 3
               
SECTION 4 - PARTICIPANT ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . .3

SECTION 5 - DCPD ROLLOVERS. . . . . . . . . . . . . . . . . . . . . . . . . .4

SECTION 6 - CREDITING OPTIONS . . . . . . . . . . . . . . . . . . . . . . . .4

      6.1   Establishment of Crediting Options . . . . . . . . . . . . . . . 4
      6.2   Participant Change of Crediting Options. . . . . . . . . . . . . 5

SECTION 7 - ADJUSTMENT OF PARTICIPANT ACCOUNTS. . . . . . . . . . . . . . . .5

      7.1   Adjustment of Participants' Participant  
            Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
      7.2   Quarterly Statement of Participant Accounts. . . . . . . . . . . 6
            Balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 8 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO
            PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 6

      8.1   Annual Distributions . . . . . . . . . . . . . . . . . . . . . . 6
      8.2   Emergency Distributions. . . . . . . . . . . . . . . . . . . . . 7
               
SECTION 9 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO
            BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . 8

     9.1    Distribution to Beneficiary. . . . . . . . . . . . . . . . . . . 8
     9.2    Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 10 - DISTRIBUTIONS TO INCAPACITATED PERSONS . . . . . . . . . . . . .9

SECTION 11 - CHANGE IN CONTROL. . . . . . . . . . . . . . . . . . . . . . . .9

      11.1   In General. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
      11.2   Certain Definitions . . . . . . . . . . . . . . . . . . . . . .11

SECTION 12 - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . .12

EXHIBIT I - CREDITING OPTIONS


<PAGE>

                             THE MEAD CORPORATION
                      DIRECTORS CAPITAL ACCUMULATION PLAN
                      -----------------------------------

SECTION 1 - GENERAL
-------------------
               1.1  Purpose and Effective Date.  Effective January 1,
                    --------------------------
1995, The Mead Corporation ("Mead"), an Ohio Corporation,
established The Mead Corporation Directors Capital
Accumulation Plan (the "Plan").  The Plan was subsequently
amended from time to time and the following provisions
constitute a further amendment, restatement and continuation
of the Plan, effective January 1, 1999.  The purpose of the
Plan continues to be to provide recurring annual
opportunities for the deferment of payment of certain
amounts otherwise currently payable to its "Eligible
Directors" (as defined below) who meet the requirements to
become a "Participant" set forth in subsection 2.1.  The
term "Eligible Director" means any member of the Board of
Directors of Mead who is not employed by it.

               1.2  Plan Funding and Administration.  The benefits 
                    -------------------------------
payable under the Plan are unfunded and are payable, when
due, from the general assets of Mead, or, in the sole
discretion of the "Committee" (as described below) from the
assets of a benefit trust established and maintained by
Mead, which trust shall be subject to the claims of Mead's
unsecured general creditors in the event of Mead's
bankruptcy or insolvency; and provided, further, that Mead
shall remain responsible for the payment of any such amounts
which are not so paid by any such trust.  The Plan shall be
administered by a "Plan Administrator" who is appointed by,
and serves at the pleasure of, the Compensation Committee of
Mead's Board of Directors (the "Committee") and who has the
rights, powers and duties with respect to the Plan that are
hereinafter set forth and such other rights, powers and
duties as are reasonably necessary for the administration of
the Plan. As of the effective date, the Plan Administrator
is the Vice President - Human Resources of Mead.

               1.3  Applicable Law.  The Plan will be construed and 
                    --------------
administered in accordance with the laws of the State of
Ohio to the extent that those laws are not preempted by the
laws of the United States of America.

               1.4  Gender and Number.  Where the context admits, 
                    -----------------
words in any gender will include any other gender, words in
the singular will include the plural and the plural will
include the singular.

               1.5  Assignment.  No Plan right or interest of any 
                    ----------
Participant or Beneficiary shall be assignable or
transferable, in whole or in part, either directly or
otherwise, including without limitation thereto, by
execution, levy, attachment, garnishment, pledge or in any
other manner, but excluding transfers by death or mental
incompetency; no attempted assignment or transfer thereof
shall be effective; and no such right or interest shall be
liable for, or subject to, any obligation or liability of
any Participant or Beneficiary; except that a Participant
may direct that payments be made during his lifetime, when
due, to a trust established by him and evidenced to the Plan
Administrator to be a trust treated as a grantor trust
within the meaning of section 671 of the Internal Revenue
Code of 1986, as amended (the "Code").

               1.6  Plan Year.  The term "Plan Year" means the 
                    ---------
calendar year. 

<PAGE>

SECTION 2 - PARTICIPATION
-------------------------
               2.1            Participation Requirement.  A Director of Mead who
                              -------------------------
is a Participant in the Plan on January 1, 1999 will
continue as such, subject to the terms and conditions of the
Plan.  Each other Director of Mead will become a Participant
in the Plan as of January 1, 1999, or on any subsequent
January 1, if on such January 1 he:

                              (a)  is an Eligible Director;
<PAGE>
                              (b)  has executed an Annual Participation Election
                                   form (as described in subsection 3.2); and

                              (c)  has executed such forms as the Plan
                                   Administrator may determine necessary to
                                   permit Mead (at its discretion and expense)
                                   to maintain a policy of insurance on his life
                                   under the terms of which Mead shall be the
                                   policyholder, owner and beneficiary.

Each individual who becomes an Eligible Director on or after
January 1, 1999 will become a Participant in the Plan (on a
prospective basis) on the earlier of the date on which the
Plan Administrator has received his executed Annual
Participation Election form if that date is within 30 days
of the date he becomes an Eligible Director or on any
subsequent January 1 if he then meets the requirements set
forth in paragraphs (a) through (c) above.

               2.2            Continued Participation.  Until distribution of 
                              -----------------------
the entire balances of a Participant's "Participant
Accounts" (as described in Section 4) has been made, a
Participant or, in the event of his death, any "Beneficiary"
(as defined in subsection 9.2) of any of the Participant's
undistributed Participant Accounts, as the case may be, will
be considered and treated as a Participant for all purposes
of the Plan, except that any additional compensation
deferral (as described in subsection 3.1) shall cease as of
the first day of the month next following the date on which
he is no longer an Eligible Director.

SECTION 3 - DEFERRAL OF INCOME
------------------------------
               3.1            Deferred Income Amount.  Subject to the provisions
                              ----------------------
of subsection 3.2, by entering into a written Annual
Election to Participate as provided by subsection 2.1, a
Participant may elect to defer any portion or all of the
amount of the meeting fees and of the cash portion of the
retainer fee that would otherwise be payable to him for
services performed during the period that the Annual
Election to Participate is effective. 

               3.2            Annual Election to Participate.  The term "Annual
                              ------------------------------
Election to Participate" means a written agreement, in a
form furnished by the Plan Administrator, entered into by
and between a Participant and Mead with respect to a
calendar year and setting forth:

                              (a)  the deferral percentages elected by the
                                   Participant in accordance with subsection 3.1
                                   for that calendar year;

                              (b)  the percentage of his total deferral that is
                                   allocated to each of the "Crediting Options"
                                   (as described in subsection 6.1) selected by
                                   him;

                              (c)  the "Distribution Period" (as defined below)
                                   that he elects to be applicable with respect
                                   to the amounts deferred pursuant to that
                                   Annual Election to Participate;

<PAGE>

                              (d)  subject to the provisions of paragraph
                                   8.1(b), the calendar year in which the
                                   Distribution Period is to commence; and

                              (e)  the Beneficiary who is to receive the
                                   remaining balance of the Participant Accounts
                                   established for the Participant by reason of
                                   that Annual Election to Participate in the
                                   event of the Participant's death prior to
                                   distribution of the entire balance of that
                                   Account to him.

Each Annual Election to Participate shall be irrevocable by
the Participant after the last day of the calendar month
preceding its effective date.  The term "Distribution
Period" means, with respect to any Participant Account, a
period of 5, 10, 15 or 20 calendar years as elected by the
Participant for whom the Account is maintained.

SECTION 4 - PARTICIPANT ACCOUNTS
--------------------------------
               For each calendar year, the Plan Administrator shall
cause a Participant Account to be established and maintained
by Mead in the name of each Participant to reflect the
amount of any deferrals that are the subject of the
Participant's Annual Election to Participate for that
calendar year.  A Participant's Participant Accounts shall
be adjusted monthly as provided in subsection 7.1 and shall
be distributed to a Participant in accordance with the
provisions of Section 8 or, in the event of the
Participant's death, to his Beneficiary in accordance with
the provisions of Section 9.

SECTION 5 - DCPD ROLLOVERS
--------------------------
               Notwithstanding any provision of the Plan to the
contrary, a Participant for whose benefit a balance is
maintained under the Deferred Compensation Plan for
Directors (the "DCPD") may elect, during December, 1994, to
have that balance transferred to the Plan and credited to a
separate Participant Account (to be identified as his "DCPD
Participant Account") established hereunder as of January 1,
1995, subject to the following:

                (a)            In no event may a Participant elect to
                               transfer to this Plan any amount credited
                               under the Supplement to the DCPD.

                (b)            No DCPD rollover to the Plan shall be
                               permitted after January 1, 1995.

                (c)            A Participant's Distribution Period with
                               respect to his DCPD Participant Account shall
                               commence on the date on which payment of his
                               balance under the DCPD would have commenced.

                (d)            To the extent necessary for self-employment
                               tax purposes, the Committee shall maintain a
                               Participant's DCPD Participant Account in the
                               form of sub-accounts.

SECTION 6 - CREDITING OPTIONS
-----------------------------
               6.1            Establishment of Crediting Options.  The Committee
                              ----------------------------------
shall designate "Crediting Options" (in such number and of
such asset character as it shall decide), the investment
experience of which shall be applied in adjusting
Participants' Participant Accounts, as provided in
subsection 7.1.  The Crediting Options available as of
January 1, 1999 are set forth on Exhibit I of the Plan.  On
advance written notice to the Participants, the Committee
may cause any Crediting Option to be prospectively deleted
and may designate other Crediting Options.  In no event
shall the assets of a Crediting Option be constituted of
securities of Mead.  Should Mead determine to invest any of
its funds in the asset or assets constituting a Crediting

<PAGE>

Option, amounts representing such investment shall be the
sole property of Mead and shall be subject to the claims of
its general creditors.  No Participant or Beneficiary shall
have any claim or right with respect to any such amounts. 
Notwithstanding the foregoing provisions of this subsection
6.1, upon and after the occurrence of a Change in Control,
(as defined in Section 11), the Committee shall have no
power to eliminate any Crediting Option which was available
immediately prior to the Change in Control and, if any
Crediting Option shall be eliminated through circumstances
beyond the control of the Committee, the Committee shall
immediately add a Crediting Option which will provide an
investment return equal to one-hundred-twenty percent (120%)
of the long-term Federal interest rate determined monthly
under section 1274(d) of the Code, compounded semi-annually.

               6.2    Participant Change of Crediting Options.  By 
                      ---------------------------------------
writing filed with the Plan Administrator on or before the
last business day of February, May, August or November to be effective as of the
first day of the following calendar quarter, a Participant may elect:

                     (a)           with respect to amounts to be credited to any
                                   Participant Account on and after that day
                                   pursuant to subsection 3.1, the portion
                                   (expressed as a multiple of 1 percent)
                                   thereof that is to be adjusted pursuant to
                                   subsection 7.1 to reflect the investment
                                   experience of any Crediting Option (referred
                                   to below as an "Adjustment Portion"); and

                    (b)            that all or a portion (expressed as a
                                   multiple of 1 percent) of the balance of any
                                   Participant Accounts then maintained for his
                                   benefit that constitutes an Adjustment
                                   Portion be changed to another Adjustment
                                   Portion.

SECTION 7 - ADJUSTMENT OF PARTICIPANT ACCOUNTS
----------------------------------------------
       7.1      Adjustment of Participants' Participant Accounts. 
                ------------------------------------------------
As of each "Accounting Date" (as defined below), the Plan
Administrator shall cause each Participant Accounts to be
adjusted as follows:

                (a)            first, by charging to the proper Participant 
                               -----
                               Accounts of each Participant the amount of
                               any distribution made to, or on account of,
                               the Participant from the Account since the
                               last preceding Accounting Date, which charges
                               shall be made, pro rata, according to the
                               Adjustment Portions of that Participant
                               Accounts;

                (b)            next, by adjusting each Participant Account 
                               ----
                               maintained on behalf of a Participant, upward
                               or downward, as the case may be, so that the
                               balance of the Participant Accounts equals
                               the aggregate investment experience for the
                               month ended on that Accounting Date of the
                               Adjustment Portions elected by him and
                               applicable to that Participant Account as of
                               that date;

                (c)            next, by crediting the last Participant 
                               ----
                               Account established on behalf of each
                               Participant with the amount of any deferrals
                               made by him during the month ending on that
                               date, which amount shall be credited, pro
                               rata, according to Adjustment Portions
                               elected by the Participant under that
                               Participant Account;

                (d)            next, if the Accounting Date is December 31, 
                               ----
                               by charging the Participant Account
                               established on behalf of each Participant for
                               the calendar year ending on that December 31

<PAGE>
                               with an annual administrative fee of $100,
                               which administrative fee shall be charged,
                               pro rata, according to the Adjustment
                               Portions of that Participant Account; and

                (e)            finally, if the Accounting Date is the last 
                               -------
                               day of a calendar quarter, by executing the
                               Adjustment Portion change elections made
                               pursuant to the provisions of subsection 6.2
                               that are to be effective as of first day the
                               next following calendar quarter.

The term "Accounting Date" means the last business day of
each calendar month. 

               7.2            Quarterly Statement of Participant Accounts 
                              --------------------------------------------
Balances.
--------
As soon as practicable, but not more than 30 days after the
last day of each calendar quarter, the Plan Administrator
shall provide each Participant with a statement of the
balances of his Participant Accounts as of that day.
<PAGE>

SECTION 8 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO
---------------------------------------------------
PARTICIPANTS
------------
        8.1     Annual Distributions.  Except as otherwise 
                --------------------
provided in this Section 8, if a Participant's service as a
Director of Mead is terminated for any reason other than his
death, and on the June 30 preceding his initial
"Distribution Payment Date" (as defined below) the aggregate
balances of his Participant Accounts equal at least $50,000,
each of the Participant's Participant Accounts will be
distributed to him in annual "Installment Distributions" (in
the annual amount determined as provided below), made on or
about each Distribution Payment Date, beginning:

                 (a)            in the case of a Participant whose service as
                                a Director terminates at any age on account
                                of "disability" (as determined by the
                                Committee) or for any reason at or after
                                reaching age 55 years, on or about the
                                Distribution Payment Date of the calendar
                                year elected by him; and

                 (b)            in all other cases, and notwithstanding any
                                previous election, on or about the
                                Distribution Payment Date of the calendar
                                year next following the calendar year during
                                which his termination of service as a
                                Director occurs;

and continuing for the number of calendar years constituting
the Distribution Period he has irrevocably elected with
respect to that Participant Account.  If on the June 30
preceding his initial Distribution Payment Date the
aggregate balances of a Participant's Participant Accounts
is an amount that is less than $50,000, those balances shall
be distributed to him on or about his initial Distribution
Payment Date in a single lump sum.  The amount of the annual
"Installment Distribution" from a Participant Account for a
calendar year shall be equal to the balance of that
Participant Account as of June 30 of that year, divided by
the number of calendar years remaining in the Distribution
Period elected by the Participant with respect to that
Account.  Notwithstanding any of the foregoing to the
contrary, if a Participant with respect to whom a
Participant Account has been established for calendar year
1995 or 1996 has elected a Distribution Period that is less
than 10 calendar years, then, at any time, but at least one
year prior to his initial Distribution Payment Date, he may
elect to have his Distribution Period with respect to any
such Participant Account occur over a period of 10 or more
years commencing on the previously elected initial
Distribution Payment Date.  The term "Distribution Payment
Date" means July 20 of each year.  

          8.2       Emergency Distributions.  If, on written 
                    -----------------------
application of a Participant, it is determined (as provided
below) that the Participant has experienced an

<PAGE>

"Unforeseeable Emergency" (as defined below), then, as of
the first day of any calendar month, the Participant may
elect to receive an Emergency Distribution from one or more
of his Participant Accounts, provided that the aggregate
amount of any such distribution shall not exceed the amount
reasonably needed to satisfy the Participant's emergency
need.  The term "Unforeseeable Emergency" means severe
financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant
or of a "dependent" (as defined in section 152(a) of the
Code) of the Participant, loss of the Participant's property
due to a casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events
beyond the control of the Participant.  In determining
whether an Emergency Distribution should be made to a
Participant consideration may be given to the extent to
which his Unforeseeable Emergency can be relieved:

                     (a)            through reimbursement or compensation by
                                    insurance or otherwise;

                     (b)            by liquidation of the Participant's assets,
                                    to the extent the liquidation of such assets
                                    would not itself cause severe financial
                                    hardship;
<PAGE>
                     (c)            by cessation of deferrals under the Plan; or

                     (d)            other distributions to be made to the
                                    Participant from the Plan.

A determination with respect to whether a Participant has
experienced an Unforeseeable Emergency shall be made by the
Committee.

SECTION 9 - DISTRIBUTION OF PARTICIPANT ACCOUNTS TO
---------------------------------------------------
BENEFICIARIES
-------------
          9.1     Distribution to Beneficiary.  If a Participant 
                  ---------------------------
dies (either prior to or following his termination of
service as a Director) the undistributed balance of each of
his Participant Accounts will:

                  (a)            if distribution has commenced prior to his
                                 death, continue to be distributed in annual
                                 Installment Distributions, to the deceased
                                 Participant's Beneficiary with respect to the
                                 Participant Account during the remainder of
                                 the Distribution Period applicable to that
                                 Account as if the deceased Participant had
                                 lived; and

                  (b)            if distribution has not commenced prior to
                                 his death, be distributed in annual
                                 Installment Distributions to the deceased
                                 Participant's Beneficiary commencing on the
                                 Distribution Payment Date and over the
                                 Distribution Period elected by the deceased
                                 Participant with respect to that Participant
                                 Account.

    9.2            Beneficiary.  The term "Beneficiary" means, with 
                   -----------
respect to any Participant (or a Participant's Beneficiary),
such natural or legal person or persons as may be designated
by him (who may be designated contingently or successively)
to receive the remaining balance of one or more of his
Participant Accounts if he dies before a total distribution
of the balance is made to him.  A Beneficiary designation
will be effective with respect to a Participant Account only
when a signed and dated Beneficiary designation form
applicable to that Account is filed with the Plan
Administrator while the Participant is alive, which form
will cancel any Beneficiary designation form relating to
that Participant Account signed and filed earlier.  The same
also applies to a Beneficiary designation filed by a
Beneficiary.  If a Beneficiary survives a Participant and
such Beneficiary dies before a total distribution of his

<PAGE>

Participant Accounts (without a contingent or successive
Beneficiary designated by a Participant), the balance of
such Account will be made to any person designated by such
Beneficiary.  If a Participant (or his Beneficiary) is not
survived by any Beneficiary of a Participant Account, the
Plan Administrator shall distribute the balance of that
Participant Account to the legal representative or
representatives of the estate of the Participant (or his
Beneficiary).

SECTION 10 - DISTRIBUTIONS TO INCAPACITATED PERSONS
---------------------------------------------------
      Notwithstanding any other provision of the Plan, if a
Participant or other person entitled to a distribution under
the Plan is determined by a court of competent jurisdiction
to be physically, mentally or legally incapacitated and
unable to manage his financial affairs and claim is made by
a conservator or other person legally charged by such court
with the care of his person, the Plan Administrator shall
make distributions to such conservator or other person.  Any
distribution made in accordance with this Section shall
fully acquit and discharge all persons from all further
liability on account thereof.

SECTION 11 - CHANGE IN CONTROL
------------------------------
      11.1     In General.  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:

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

               (b)            the date of approval by the shareholders of Mead
                              of a definitive agreement;

                              (i)  for the merger of consolidation of Mead or
                                   any direct or indirect subsidiary of Mead
                                   into or with another corporation, other than:

                                   (A)  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 percent of the combined voting power
                              of the voting securities of Mead or such surviving
                              or parent entity outstanding immediately after
                              such merger or consolidation or

                              (B)       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

<PAGE>
                                         Mead (not including in the securities
                                         Beneficially Owned by such Person any
                                         securities acquired directly from Mead
                                         or its Affiliates) representing 25
                                         percent or more of the combined voting
                                         power or Mead's then outstanding
                                         securities, or

                (ii)           for the sale or disposition of all or
                               substantially all of the assets of Mead,
                               other than a sale or disposition by Mead of
                               all or substantially all of Mead's assets to
                               an entity, at least 51 percent 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;

   (c)            any Person is or becomes the Beneficial Owner of
                  25 percent 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 from Mead or its
                  affiliates), excluding any Person who becomes such
                  a Beneficial Owner in connection with a
                  transaction described in subparagraph (b) (i) (A)
                  or 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

   (d)            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 of 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.

          11.2      Certain Definitions.  The following definitions 
                    -------------------
shall be applicable with respect to subsection 11.1:

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

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

        (c)        Exchange Act shall mean the Securities Exchange
                   Act of 1934, as amended from time to time.

<PAGE>
       (d)          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.

     (e)            Shares shall mean shares of common stock, without
                    par value, of Mead Corporation.

     (f)            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.

SECTION 12 - AMENDMENT AND TERMINATION
--------------------------------------
      The Committee reserves the right to amend the Plan
at any time, except that no amendment shall reduce a
Participant's Participant Account balances to less than the
amounts that he would have been entitled to receive on the
later of the effective date of the amendment or the date on
which the amendment is adopted.  The Plan will terminate on
the date on which it is terminated by the Committee,
provided, however, that:

     (a)      at least two Crediting Options shall
              be maintained until the aggregate
              balances of all Participant Accounts
              have been distributed; and

      (b)     distributions from the Plan shall
              continue to be made under Section 8 or
              Section 9, as the case may be,
              pursuant to elections previously made
              by Participants or as otherwise
              provided under Section 8 or 9.


<PAGE>

                                EXHIBIT I
                                    TO
                          THE MEAD CORPORATION
                  EXECUTIVE CAPITAL ACCUMULATION PLAN
                 -----------------------------------


      The Crediting Options available under the Plan as
of January 1, 1999 are:

                        Type Fund               Managed By
                        ---------               ----------
   (1)                  Money Market            PacMutual
   (2)                  Managed Bond            PIMCO
   (3)                  Multi Strategy          J.P. Morgan
   (4)                  Equity Income           J.P. Morgan
   (5)                  Equity Index            Bankers Trust
   (6)                  Growth                  Cap Guardian Trust
   (7)                  Growth L.T.             Janus Capital
   (8)                  International           Morgan Stanley