BANTA CORPORATION 



EQUITY INCENTIVE PLAN 



NONSTATUTORY STOCK
OPTION AGREEMENT 



        THIS
AGREEMENT, made and entered into as of this ____ day of _____________, ____, by and
between BANTA CORPORATION, a Wisconsin corporation (the “Company”), and
___________________ (the “Optionee”). 



W I T N E S S E T H : 



        WHEREAS,
the Company has adopted the Banta Corporation Equity Incentive Plan (the
“Plan”), the terms of which, to the extent not stated herein, are specifically
incorporated by reference in this Agreement; and 



        WHEREAS,
one of the purposes of the Plan is to permit the granting of options to purchase shares of
the Company’s Common Stock, $.10 par value (the “Common Stock”), to certain
key employees of the Company and its affiliates; and 



        WHEREAS,
the Optionee is now employed by the Company or an affiliate of the Company in a key
capacity, and the Company desires the Optionee to remain in such employ, and to secure or
increase his or her stock ownership in the Company in order to increase his or her
incentive and personal interest in the welfare of the Company. 



        NOW,
THEREFORE, in consideration of the premises and of the covenants and agreements herein
set forth, the parties hereby mutually covenant and agree as follows: 



        1.    Grant
of Option. Subject to the terms and conditions of the           Plan and
this Agreement, the Company grants to the Optionee an option (the           “Option”)
to purchase from the Company all or any part of the           aggregate amount of
________ shares of Common Stock (the “Optioned           Shares”) and the
Optionee acknowledges receipt of the grant of the Option.           The Option is
intended to constitute a nonstatutory stock option and shall not           be treated as
an incentive stock option within the meaning of Section 422 of the           Internal
Revenue Code of 1986, as amended.  




        2.    Option
Price. The price to be paid for the Optioned Shares           shall be
$____ per share, which has been determined by the Compensation           Committee of the
Board of Directors of the Company (the “Committee”)           to be not less
than 100% of the fair market value of such stock on the date of           grant of the
Option.  




        3.    Exercisability
and Termination of Option. Except as           provided herein, the Option
may be exercised only while the Optionee is an           employee of the Company or an
affiliate of the Company and only if the Optionee           has been continuously so
employed since the date of grant of the Option. The           Option may be exercised by
the Optionee in whole, or in part from time to time,           during the period
beginning __________, ____, and ending ___________, ____, but           (subject to
Paragraph 6) only in accordance with the following schedule:  


















	Elapsed Number of Years

After Date of this Agreement
	Cumulative Percentage of Shares Subject to

Option Which May be Purchased (which

number of shares shall be rounded

down to the nearest whole number)

	
Less than One Year	0%
	
One Year	33-1/3%
	
Two Years	66-2/3%
	
Three Years	100%







        4.    Manner
of Exercise and Payment. Subject to the provisions           of Paragraph
3 hereof, the Option may be exercised only by written notice to the           Company,
served upon the Secretary of the Company at its office at Menasha,           Wisconsin,
specifying the number of shares in respect to which the Option is           being
exercised. Subject to the provisions of this Agreement, the notice of           exercise
must be accompanied by full payment of the option price of the shares           being
purchased (i) in cash or by certified check or bank draft; (ii) by           tendering
previously acquired shares of Common Stock (valued at their “fair           market
value” as determined in the manner provided below); or (iii) by any
          combination of the means of payment set forth in subparagraphs (i) and (ii).
For           purposes of this Paragraph 4, the “fair market value” of a share
of           Common Stock shall be equal to the closing price per share for the Common
Stock           on the New York Stock Exchange on the trading date next preceding the
date of           exercise, or, if no trading occurred on the trading date next preceding
the           exercise date, then the “fair market value” per share of Common
Stock           shall be determined with reference to the next preceding date on which
the           Common Stock was traded. For purposes of subparagraphs (ii) and (iii)
above, the           term “previously acquired shares of Common Stock” shall
only include           Common Stock owned by the Optionee prior to the exercise of the
Option and shall           not include shares of Common Stock which are being acquired
pursuant to the           exercise of the Option. No shares shall be issued until full
payment therefor           has been made.  




        5.    Nontransferability
of the Option. The Option shall not be           assignable, alienable,
saleable or transferable by the Optionee other than by           will or the laws of
descent and distribution; provided, however,           that the Optionee
shall be entitled, in the manner provided in Paragraph 9           hereof, to
designate a beneficiary to exercise his or her rights, and to receive           any
shares of Common Stock issuable, with respect to the Option upon the death           of
the Optionee. The Option may be exercised during the lifetime of the Optionee
          only by the Optionee or, if permitted by applicable law, the Optionee’s
          guardian or legal representative.  




        6.    Exercisability
After Termination of Employment. 





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        (a)    Death
or Disability; Retirement. In the event the Optionee           dies while
he or she is in the employ of the Company or any affiliate or if his           or her
employment is terminated by reason of his or her disability, the Option,           to the
extent not theretofore exercised, may be exercised in full as follows:           (i) by
the legal representative of the Optionee (who for purposes of this           Agreement
may be the Optionee’s beneficiary as designated pursuant to           Paragraph 9)
at any time within twelve months after the date of the           Optionee’s death
while in the employ of the Company or any affiliate; or           (ii) by the Optionee or
his or her legal representative or guardian at any time           within twelve months
after the termination of the Optionee’s employment by           reason of
disability, but in either case in no event later than ten years after           the date
of grant of the Option. In the event the Optionee’s employment is
          terminated by reason of his or her retirement (with the consent of the Company)
          after reaching age 57 but before reaching age 62, the Option, to the extent not
          theretofore exercised but then permitted under the percentage limitations of
          Paragraph 3 hereof, may be exercised by the Optionee or by his or her
legal           representative or guardian at any time within twelve months after
termination of           the Optionee’s employment by reason of retirement, but in
no event later           than ten years after the date of grant of the Option. In the
event the           Optionee’s employment is terminated by reason of his or her
retirement           (with the consent of the Company) after reaching age 62 but before
reaching age           65, the Option, to the extent not theretofore exercised but
permitted under the           percentage limitations of Paragraph 3 hereof as though
the Optionee had, as           of his or her retirement date, actually been employed by
the Company for twelve           months beyond such retirement date, may be exercised by
the Optionee or by his           or her legal representative or guardian at any time
within twelve months after           termination of the Optionee’s employment by
reason of retirement, but in no           event later than ten years after the date of
grant of the Option. In the event           the Optionee’s employment is terminated
by reason of his or her retirement           after reaching age 65, the Option, to the
extent not theretofore exercised, may           be exercised in full by the Optionee or
his or her legal representative or           guardian at any time within three years of
the termination of the           Optionee’s employment by reason of retirement, but
in no event later than           ten years after the date of grant of the Option.  




        (b)    Other.
In the event that the Optionee is discharged or           leaves the employ of the
Company and its affiliates for any reason (other than           the death or disability
of the Optionee or the retirement of the Optionee as           contemplated by Paragraph
6(a) above), the Option, to the extent not theretofore           exercised but then
permitted under the percentage limitations of Paragraph 3           hereof, may be
exercised by the Optionee or by his or her legal representative           or guardian at
any time within three months after the date of termination of           employment upon
the tender to the Company, in cash or its equivalent, of the           full purchase
price, but in no event later than ten years after the date of           grant of the
Option.  




        7.    Tax
Withholding. The Company may deduct and withhold from           any cash
otherwise payable to the Optionee (whether payable as salary, bonus or           other
compensation) such amount as may be required for the purpose of satisfying           the
Company’s obligation to withhold Federal, state or local taxes.           Further,
in the event the amount so withheld is insufficient for such purpose,           the
Company may require that the Optionee pay to the Company upon its demand or
          otherwise make arrangements satisfactory to the Company for payment of such
          amount as may be requested by the Company in order to satisfy its obligation to
          withhold any such taxes.  




        The
Optionee shall be permitted to satisfy the Company’s tax withholding requirements by
making a written election (in accordance with such rules and regulations and in such form
as the Committee may determine) to have the Company withhold shares of Common Stock
otherwise issuable to the Optionee (the “Withholding Election”) having a fair
market value on the date income is recognized (the “Tax Date”) pursuant to the
exercise of the Option equal to the minimum amount required to be withheld. If the number
of shares of Common Stock withheld to satisfy withholding tax requirements shall include a
fractional share, the number of shares withheld shall be reduced to the next lower whole
number and the Optionee shall deliver cash in lieu of such fractional share, or otherwise
make arrangements satisfactory to the Company for payment of such amount. A Withholding
Election must be received by the Secretary of the Company on or prior to the Tax Date. 



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        8.    Capital
Adjustments Affecting the Common Stock. The number           of Optioned
Shares subject hereto and the related per share exercise price shall           be subject
to adjustment in accordance with Section 4(b) of the Plan.  




        9.    Designation
of Beneficiary. (a) The person whose name           appears on the
signature page hereof after the caption “Beneficiary”          or any successor
designated by the Optionee in accordance herewith (the person           who is the
Optionee’s beneficiary at the time of his or her death is herein           referred
to as the “Beneficiary”) shall be entitled to exercise the           Option, to
the extent it is exercisable, after the death of the Optionee. The           Optionee may
from time to time revoke or change his or her beneficiary without           the consent
of any prior beneficiary by filing a new designation with the           Committee. The
last such designation received by the Committee shall be           controlling; provided,
however, that no designation, or change or           revocation thereof, shall be
effective unless received by the Committee prior to           the Optionee’s death,
and in no event shall any designation be effective as           of a date prior to such
receipt.  




        (b)              If
no such Beneficiary designation is in effect at the time of the           Optionee’s
death, or if no designated Beneficiary survives the Optionee or           if such
designation conflicts with law, the Optionee’s estate acting           through his
or her legal representative shall be entitled to exercise the           Option, to the
extent it is exercisable after the death of the Optionee. If the           Committee is
in doubt as to the right of any person to exercise the Option, the           Company may
refuse to recognize such exercise, without liability for any           interest or
dividends on the Optioned Shares, until the Committee determines the           person
entitled to exercise the Option, or the Company may apply to any court of
          appropriate jurisdiction and such application shall be a complete discharge of
          the liability of the Company therefor.  




        10.    Transfer
Restriction. The shares to be acquired upon           exercise of the
Option may not be sold or offered for sale except pursuant to an           effective
registration statement under the Securities Act of 1933, as amended,           or in a
transaction which, in the opinion of counsel for the Company, is exempt           from
the registration provisions of said Act.  




        11.    Status
of Optionee. The Optionee shall not be deemed for           any purposes
to be a shareholder of the Company with respect to any of the           Optioned Shares
except to the extent that the Option shall have been exercised           with respect
thereto, the shares shall have been fully paid, and a stock           certificate issued
therefor. Neither the Plan nor the Option shall confer upon           the Optionee any
right to continue in the employ of the Company, nor to           interfere in any way
with the right of the Company to terminate the employment           of the Optionee at
any time.  




        12.    Powers
of the Company Not Affected. The existence of the           Option shall
not affect in any way the right or power of the Company or its           shareholders to
make or authorize any or all adjustments, recapitalizations,           reorganizations or
other changes in the Company’s capital structure or its           business, or any
merger or consolidation of the Company, or any issuance of           bonds, debentures,
preferred or prior preference stock ahead of or affecting the           Common Stock or
the rights thereof, or dissolution or liquidation of the           Company, or any sale
or transfer of all or any part of the Company’s assets           or business or any
other corporate act or proceeding, whether of a similar           character or otherwise.  




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        13.    Interpretation
by Committee. As a condition of the granting           of the Option, the
Optionee agrees, for himself or herself and his or her legal           representatives or
guardians, that this Agreement shall be interpreted by the           Committee and that
any interpretation by the Committee of the terms of this           Agreement and any
determination made by the Committee pursuant to this Agreement           shall be final,
binding and conclusive.  




        IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officers and its corporate seal to be hereunto affixed, and the Optionee has
hereunto affixed his or her hand and seal as of the day and year first above written. 



		BANTA CORPORATION
	

 	By:________________________________________
		      Stephanie A. Streeter
		      Chairman, President and Chief Executive Officer
	
[CORPORATE SEAL]
	
 	Attest:________________________________
		              Ronald D. Kneezel, Secretary
	

 	_________________________________________(SEAL)
		Optionee
	
 	Beneficiary:_______________________________
		Address of Beneficiary:_________________________
		___________________________________________
	
 	Beneficiary's Tax Identification
		No.:____________________________________


















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