BANTA CORPORATION 
EQUITY INCENTIVE PLAN 



STOCK OPTION AGREEMENT 
FOR NON-EMPLOYEE
DIRECTORS 



        THIS
AGREEMENT,  dated 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, as amended (the
“Plan”), the terms of which, to the extent not stated herein, are specifically
incorporated by reference in this Agreement; and 



        WHEREAS,
the Plan authorizes the automatic grant of options to purchase shares of the
Company’s Common Stock, $.10 par value (the “Common Stock”), to members of
the Company’s Board of Directors who are not employees of the Company or any
affiliate of the Company (a “Non-Employee Director”); and 



        WHEREAS,
the Optionee is now a Non-Employee Director, and the Company desires her to continue as a
member of the Company’s Board of Directors and to secure or increase her stock
ownership in the Company as an added incentive for her to continue her association with
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 hereby 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”). The Option
is intended to constitute a non-qualified 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, or any successor           provision thereto.  




        2.    Option
Price. The per share exercise price to be paid for           the Optioned
Shares shall be $__.__.  




        3.    Exercisability
and Termination of Option. The Option shall           become exercisable
on ___________, ____; provided, however, that           if the Optionee
ceases to be a director of the Company by reason of death,           disability or
retirement prior to __________, _____, the Option shall become           immediately
exercisable in full. The Option shall terminate on the earlier of:           (i) _____
___, _____; or (ii) twelve months after the Optionee ceases to be a           director of
the Company for any reason, including as a result of the           Optionee’s death,
disability or retirement.  





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        4.    Manner
of Exercise and Payment. Subject to the provisions           of Paragraph 3
hereof and the Plan, the Option may be exercised in full at           any time or in part
from time to time by delivery to the Secretary of the           Company at the Company’s
principal office in Menasha, Wisconsin, of a           written notice of exercise
specifying the number of shares with respect to which           the Option is being
exercised. The notice of exercise must be accompanied by           payment in full of the
exercise price of the shares being purchased: (i) in cash           or its equivalent;
(ii) by tendering previously acquired shares of Common Stock           (valued at their
“market value” as of the date of exercise, as           determined in the
manner provided in Section 6(b)(v) of the Plan); or (iii) by           any combination of
the means of payment set forth in subparagraphs (i) and (ii).           For purposes of
subparagraphs (ii) and (iii) above, the term “previously           acquired shares
of Common Stock” shall only include shares of Common Stock           owned by the
Optionee prior to the exercise of the Option for which payment is           being made
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           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 6 hereof, to designate a           beneficiary to exercise 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 life of the
Optionee only by the Optionee or, if           permitted by applicable law, the Optionee’s
guardian or legal           representative.  




        6.    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 her death 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 her Beneficiary without the consent of any
          prior Beneficiary by filing a new designation with the Compensation Committee
of           the Board of Directors of the Company or such other committee of the Board
which           shall have been designated to administer the Plan (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 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.  




        7.    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.  



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        8.    Transfer
Restrictions. The shares to be acquired upon           exercise of the
Option may not be sold or otherwise disposed of 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
registration under said Act.  




        9.    Status
of Optionee. The Optionee shall have no rights as a           shareholder
with respect to shares covered by the Option until the date of           issuance of
stock certificates to the Optionee and only after such shares are           fully paid.
The Option shall not confer upon the Optionee the right to continue           as a
director of the Company.  




        10.    Interpretation
by Committee. As a condition of the granting           of the Option, the
Optionee agrees, for herself and her personal           representatives, that this
Agreement shall be interpreted by the Committee and           that, subject to the
express terms of the Plan, 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 Agreement to be executed by its duly
authorized officers and its corporate seal to be hereunto affixed, and the Optionee has
hereunto affixed her hand and seal as to the day and year first above written. 





		BANTA CORPORATION
	

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

 	_________________________________________[SEAL]
		________________________,Optionee
	
 	Beneficiary:_______________________________
	

 	Address of 
  Beneficiary:_________________________________
	
 	                        _________________________________
	
 	Beneficiary's Tax 
		  Identification No.:____________________









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