FIRST AMENDMENT
                               OF
    THE MEAD CORPORATION EXECUTIVE CAPITAL ACCUMULATION PLAN
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     WHEREAS, The Mead Corporation maintains The Mead Corporation
Executive Capital Accumulation Plan (the "Plan"), and amendment
of the Plan is now considered thereunder;

     Now, THEREFORE, the Plan be, and it hereby is, amended,
effective March 1, 1997, by substituting the following for
Section 5 thereof.

SECTION 5 - ROLLOVERS
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     5.1  ICEP Rollovers.  Notwithstanding any provision of the
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Plan to the contrary, a Participant for whose benefit a balance
is maintained under the Incentive Compensation Election Plan (the
"ICEP") 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 "ICEP 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 ICEP.

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

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

     5.2  SERP Rollovers.  Notwithstanding any provision of the
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Plan to the contrary, if a Participant who is also a Participant
under The Mead Corporation Supplemental Executive Retirement Plan
(the "SERP") has elected, at the time and in the manner permitted
by the SERP, to have any amount otherwise payable to him under
the terms of the SERP transferred to this Plan and credited to a
separate Participant Account then such an Account (to be
identified as his "SERP Participant Account"), will be
established hereunder as of the date payment would have been made
to him under the provisions of the SERP, subject to the
Participant's entering into an agreement setting forth the
matters described in paragraphs 3.3(b) through (e) of this Plan.
     
     5.3  Excess Plan Rollovers.  Notwithstanding any provision
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 of the Plan to the contrary, if a Participant who is also a
Participant under The Mead Corporation Excess Earnings Benefit
Plan (the "Excess Plan") has elected, at the time and in the
manner permitted by the Excess Plan, to have any amount otherwise
payable to him under the terms of the Excess Plan transferred to
this Plan and credited to a separate Participant Account then
such an Account (to be identified as his "Excess Plan Participant
Account") will be established hereunder as of the date payment
would have been made to him under the provisions of the Excess
Plan, subject to the Participant's entering into an agreement
setting forth the matters described in paragraphs 3.3(b) through
(e) of this Plan.

     5.4  415 Plan Rollovers.  Notwithstanding any provision of
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the Plan to the contrary, if a Participant who is also a
Participant under The Mead Corporation Section 415 Excess Benefit
Plan (the "415 Plan") has elected, at the time and in the manner
permitted by the 415 Plan, to have any amount otherwise payable
to him under the terms of the 415 Plan transferred to this Plan
and credited to a separate Participant Account then such an
Account (to be identified as his "415 Plan Participant Account")
will be established hereunder as of the date payment would have
been made to him under the provisions of the 415 Plan, subject to
the Participant's entering into an agreement setting forth the
matters described in paragraphs 3.3(b) through (e) of this Plan.