BANTA CORPORATION 



EQUITY INCENTIVE PLAN 



RESTRICTED STOCK AWARD
AGREEMENT 



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



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,
one of the purposes of the Plan is to permit the granting of awards of restricted shares
of the Company’s Common Stock, $.10 par value (the “Common Stock”), to
certain key employees of the Company and its Affiliates (as defined in the Plan); and 



        WHEREAS,
the Participating Key Employee is now employed by the Company or an Affiliate of the
Company in a key capacity, and the Company desires the Participating Key Employee 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.    Award
of Restricted Stock. Subject to the terms and conditions of           the Plan
and this Agreement, the Company hereby awards the Participating Key           Employee
the number of shares of Common Stock set forth on the signature page of           this
Agreement (the “Restricted Stock”).  




        2.    Restrictions. Except
as otherwise provided herein, the Restricted           Stock may not be sold, transferred
or otherwise alienated or hypothecated until           the respective dates set forth on
the signature page of this Agreement (each           such date, a “Release Date”).  




        3.    Escrow. Certificates
for shares of Restricted Stock shall be           issued as soon as practicable in the
name of the Participating Key Employee but           shall be held in escrow by the
Company, as escrow agent. Upon issuance of such           certificates, (i) the Company
shall give the Participating Key Employee a           receipt for the Restricted Stock
held in escrow which will state that the           Company holds such Restricted Stock in
escrow for the account of the           Participating Key Employee, subject to the terms
of this Agreement, and (ii) the           Participating Key Employee shall give the
Company a stock power for such           Restricted Stock duly endorsed in blank which
will be held in escrow for use in           the event such Restricted Stock is forfeited
in whole or in part. Unless           theretofore forfeited as provided in this
Agreement, Restricted Stock shall           cease to be held in escrow and certificate(s)
for the appropriate number of           shares of the Common Stock shall be delivered to
the Participating Key Employee,           or in the case of his or her death, to his or
her Beneficiary (as hereinafter           defined) on the applicable Release Date or upon
any other termination of the           restrictions imposed by Paragraph 2 of this
Agreement.  













        4.    Transfer
After Release Date; Securities Law Restrictions. Except           as otherwise
provided herein, Restricted Stock shall become free of the           restrictions of
Paragraph 2 and be freely transferable by the Participating Key           Employee on and
after the applicable Release Date. Shares of Restricted Stock           granted hereunder
on which the restrictions set forth in Paragraph 2 have lapsed           are referred to
herein as “Released Securities.” Notwithstanding           anything to the
contrary herein, the Participating Key Employee agrees and           acknowledges with
respect to any shares of Restricted Stock that have become           Released Securities
and which have not been registered under the Securities Act           of 1933, as amended
(the “Act”), (i) he or she will not sell or           otherwise dispose of any
of such Released Securities except pursuant to an           effective registration
statement under the Act and any applicable state           securities laws, or in a
transaction which, in the opinion of counsel for the           Company, is exempt from
such registration, and (ii) a legend will be placed on           the certificates for the
Released Securities to such effect.  




        5.    Termination
of Employment Due to Death, Disability or           Retirement.  




        (a)              If
the Participating Key Employee’s employment with the Company and its
          Affiliates is terminated prior to the applicable Release Date because of the
          Participating Key Employee’s death, retirement after reaching age 65 or
          disability, the restrictions of Paragraph 2 applicable to that portion of the
          Restricted Stock (on which the restrictions have not yet lapsed) shall
terminate           and such Restricted Stock shall be free of such restrictions and,
except as           otherwise provided in Paragraph 4 hereof, freely transferable.  




        (b)              If
the Participating Key Employee’s employment with the Company and its
          Affiliates is terminated prior to the applicable Release Date because of the
          Participating Key Employee’s retirement (with the consent of the Company)
          after reaching age 62 but before reaching age 65, the restrictions of Paragraph
          2 applicable to that portion of the Restricted Stock (on which the restrictions
          have not yet lapsed), assuming that the Participating Key Employee had actually
          been employed by the Company or its Affiliates for twelve months beyond such
          retirement date, shall terminate and such Restricted Stock shall be free of
such           restrictions and, except as otherwise provided in Paragraph 4 hereof,
freely           transferable. The remaining Restricted Stock granted hereunder, if any,
shall be           forfeited to the Company.  




        6.    Termination
of Employment for Any Other Reason. In the event that           the Participating
Key Employee is discharged or leaves the employ of the Company           or any of its
Affiliates for any reason (other than the death or disability of           the
Participating Key Employee or the retirement of the Participating Key           Employee
as contemplated by Paragraph 5 above) prior to the applicable Release           Date, all
Restricted Stock on which the restrictions have not previously lapsed           shall be
forfeited to the Company on the date on which such termination of           employment
occurs.  




        7.    Beneficiary. 





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        (a)              The
person whose name appears on the signature page hereof after the caption           “Beneficiary” or
any successor designated by the Participating Key           Employee in accordance with
the terms of this Agreement (the person who is the           Participating Key Employee’s
Beneficiary at the time of his or her death is           herein referred to as the “Beneficiary”)
shall be entitled to receive           the Restricted Stock to be released to the
Beneficiary under Paragraphs 3 and 5           as a result of the death of the
Participating Key Employee. The Participating           Key Employee 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 Participating Key Employee’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 a Participating           Key
Employee’s death, or if no designated Beneficiary survives the
          Participating Key Employee or if such designation conflicts with applicable
law,           the Participating Key Employee’s estate shall be entitled to receive
the           Restricted Stock to be released from the restrictions of Paragraph 2 upon
the           death of the Participating Key Employee. If the Committee is in doubt as to
the           right of any person to receive such Restricted Stock, the Company may
retain the           Restricted Stock, without liability for any interest thereon, until
the           Committee determines the person entitled thereto, or the Company may
deliver           such Restricted Stock to any court of appropriate jurisdiction and such
delivery           shall be a complete discharge of the liability of the Company
therefor.  




        8.    Certificate
Legend. In addition to any legends placed on           certificates for Released
Securities under Paragraph 4 above, each certificate           issued for shares of
Restricted Stock shall bear the following legend:  




	 	
“The
sale or other transfer of the shares of stock represented by this certificate, whether
voluntary or by operation of law, is subject to certain restrictions set forth in the
Banta Corporation Equity Incentive Plan, as amended, and a Restricted Stock Award
Agreement between Banta Corporation and the registered owner hereof. A copy of such Plan
and such Agreement may be obtained from the Secretary of Banta Corporation.” 






When the restrictions imposed by
Paragraph 2 hereof terminate, the Participating Key Employee shall be entitled to have the
foregoing legend removed from the certificates representing such Released Securities. 



        9.    Voting
Rights; Dividends and Other Distributions. 




        (a)    
               While shares of Restricted Stock are subject to restrictions under
Paragraph 2                and prior to any forfeiture thereof, the Participating Key
Employee may exercise                full voting rights for the shares of Restricted
Stock registered in his or her                name and held in escrow hereunder.  




        (b)    
               While shares of Restricted Stock are subject to the restrictions under
Paragraph                2 and prior to any forfeiture thereof, the Participating Key
Employee shall be                entitled to receive all dividends and other
distributions paid with respect to                such shares of Restricted Stock. If any
such dividends or distributions are paid                in shares of Common Stock or
other equity securities of the Company, such equity                securities shall be
subject to the same restrictions as the shares of Restricted                Stock with
respect to which they were paid.  





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        (c)    
               Subject to the provisions of this Agreement, the Participating Key
Employee                shall have, with respect to the Restricted Stock, all other
rights of holders of                Common Stock.  




        10.    Tax
Withholding Obligations Settled with Common Stock. If the
               Participating Key Employee does not make an election under Section 83(b)
of the                Internal Revenue Code of 1986, as amended, with respect to the
Restricted Stock                awarded hereunder, the Participating Key Employee may
satisfy the Company’s                withholding tax requirements by electing to
have the Company withhold that                number of shares of Released Securities
otherwise deliverable to the                Participating Key Employee from escrow
hereunder or to deliver to the Company a                number of shares of Common Stock,
in each case, having a Fair Market Value on                the Tax Date (as such terms
are below) equal to the minimum amount required to                be withheld as a result
of the termination of the restrictions on such                Restricted Stock. The
election must be made in writing in accordance with such                rules and
regulations and in such form as the Committee may determine. The                election
must be delivered to the Company prior to the Tax Date. If the number                of
shares so determined shall include a fractional share, the Participating Key
               Employee shall deliver cash in lieu of such fractional share. As used
herein:                (y) “Tax Date” means the date on which the Participating
Key Employee                must include in his or her gross income for federal income
tax purposes the fair                market value of the Released Securities; and (z)
“Fair Market Value”               means the per share closing price on the date
in question in the principal                market in which shares of stock which are
equivalent to the Restricted Stock is                then traded or, if no sales of such
stock have taken place on such date, the                closing price on the most recent
date on which selling prices were quoted.  




        11.    Adjustments. In
the event of any reclassification, subdivision or                combination of shares of
Common Stock, merger or consolidation of the Company or                sale by the
Company of all or a portion of its assets, or other event which                could, in
the judgment of the Committee, distort the implementation of the Plan                or
the realization of its objectives, the Committee may make such adjustments in
               the shares of Restricted Stock subject to this Agreement, or in the terms,
               conditions or restrictions of this Agreement as the Committee deems
equitable to                the extent consistent with the Plan.  




        12.    Powers
of Company Not Affected. The existence of the Restricted                Stock
shall not affect in any way the right or power of the Company or its
               shareholders to make or authorize any combination, subdivision or
               reclassification of the Common Stock or any reorganization, merger,
               consolidation, business combination, exchange of shares, or other change
in the                Company’s capital structure or its business, or any issue of
bonds,                debentures or stock having rights or preferences equal, superior or
affecting                the Restricted Stock or the rights thereof, or dissolution or
liquidation of the                Company, or any sale or transfer of all or any part of
its assets or business,                or any other corporate act or proceeding, whether
of a similar character or                otherwise. Nothing in this Agreement shall
confer upon the Participating Key                Employee any right to continue in the
employment of the Company or any of its                Affiliates or interfere with or
limit in any way the right of the Company or any                of its Affiliates to
terminate the Participating Key Employee’s employment                at any time.  




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        13.    Interpretation
by Committee. The Participating Key Employee agrees                that any
dispute or disagreement which may arise in connection with this                Agreement
shall be resolved by the Committee, in its sole discretion, and that                any
interpretation by the Committee of the terms of this Agreement or the Plan
               and any determination made by the Committee under this Agreement or the
Plan may                be made in the sole discretion of the Committee and shall be
final, binding, and                conclusive all as more fully set forth in the Plan.
Any such determination need                not be uniform and may be made differently
among Participating Key Employees                awarded Restricted Stock.  




        14.    Change
of Control. 




        (a)    
               Notwithstanding any other provision to the contrary contained in this
Agreement,                effective upon a Change in Control of the Company (as defined
below), the                restrictions imposed upon the Restricted Stock by Paragraph 2
of this Agreement                shall immediately be deemed to have lapsed and the
applicable Release Date shall                be deemed to have occurred as of the date of
the Change in Control of the                Company with respect to such Restricted
Stock.  




        (b)    
               The following terms shall have the following meanings when used in this
               Paragraph 14.  




	 	        (i)    
               The term “Change in Control of the Company” shall be deemed to
occur                if (A) any Person becomes the Beneficial Owner of more than 30% of
the                outstanding voting stock of the Company, (1) in whole or in part by
means of an                offer made to the holders of any one or more classes of such
voting stock to                acquire such shares for cash, securities, other property
or any combination                thereof, or (2) by any other means; (B) the Company
sells, transfers or assigns                all or substantially all of its business and
assets; (C) the Company                consolidates with or merges into any other
corporation, unless the Company or a                subsidiary of the Company is the
continuing or surviving corporation; (D) the                Company acquires, whether
through purchase, merger or otherwise, all or                substantially all of the
operating assets or capital stock of another entity and                in connection with
such acquisition persons are elected or appointed to the                Board of
Directors of the Company who are not directors immediately prior to                such
acquisition and such persons constitute a majority of the Board of
               Directors after such acquisition; or (E) any Person succeeds in electing
two or                more directors of the Company in any one election in opposition to
those                nominees proposed by management of the Company.  







	 	        (ii)    
               A Person shall be deemed to be the “Beneficial Owner” of any
               securities:  







	 	        (A)    
               which such Person or any of such Person’s Affiliates or Associates
has the                right to acquire (whether such right is exercisable immediately or
only after                the passage of time) pursuant to any agreement, arrangement or
understanding, or                upon the exercise of conversion rights, exchange rights,
rights, warrants or                options, or otherwise; provided, however,
that a Person shall not                be deemed the Beneficial Owner of, or to
beneficially own, (1) securities                tendered pursuant to a tender or exchange
offer made by or on behalf of such                Person or any of such Person’s
Affiliates or Associates until such tendered                securities are accepted for
purchase, or (2) securities issuable upon exercise                of Rights issued
pursuant to the terms of the Company’s Rights Agreement                with American
Stock Transfer & Trust Company, dated as of November 5, 2001,                as
amended from time to time (or any successor to such Rights Agreement), at any
               time before the issuance of such securities;  








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	 	        (B)    
               which such Person or any of such Person’s Affiliates or Associates,
               directly or indirectly, has the right to vote or dispose of or has
               “beneficial ownership” of (as determined pursuant to Rule 13d-3
of the                General Rules and Regulations under the Exchange Act), including
pursuant to any                agreement, arrangement or understanding; provided,
however, that a                Person shall not be deemed the Beneficial Owner of,
or to beneficially own, any                security under this subparagraph (B) as a
result of an agreement, arrangement or                understanding to vote such security
if the agreement, arrangement or                understanding: (1) arises solely from a
revocable proxy or consent given to such                Person in response to a public
proxy or consent solicitation made pursuant to,                and in accordance with,
the applicable rules and regulations under the Exchange                Act and (2) is not
also then reportable on a Schedule 13D under the Exchange Act                (or any
comparable or successor report); or  








	 	        (C)    
               which are beneficially owned, directly or indirectly, by any other Person
with                which such Person or any of such Person’s Affiliates or
Associates has any                agreement, arrangement or understanding for the purpose
of acquiring, holding,                voting (except pursuant to a revocable proxy as
described in Subsection (B)(1)                above) or disposing of any voting
securities of the Company.  







	 	        (iii)    
               “Exchange Act” shall mean the Securities Exchange Act of 1934,
as                amended.  







	 	        (iv)    
               “Affiliate” and “Associate” shall have the respective
               meanings ascribed to such terms in Rule 12b-2 of the General Rules and
               Regulations of the Exchange Act.  







	 	        (v)    
               “Person” shall mean any individual, firm, partnership,
corporation,                limited liability company, limited partnership or other
entity, including any                successor (by merger or otherwise) of such entity,
or a group of any of the                foregoing acting in concert.  







        15.    Miscellaneous. 




        (a)    
               This Agreement shall be governed and construed in accordance with the laws
of                the State of Wisconsin applicable to contracts made and to be performed
therein                between residents thereof.  





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        (b)    
               This Agreement may not be amended or modified except by the written
consent of                the parties hereto.  




        (c)    
               Headings are given to the paragraphs and subparagraphs of this Agreement
solely                as a convenience to facilitate reference. Such headings shall not
be deemed in                any way material or relevant to the construction or
interpretation of this                Agreement or any provision thereof.  




        (d)    
               Any notice, filing or delivery hereunder or with respect to Restricted
Stock                shall be given to the Participating Key Employee at either his or
her usual work                location or his or her home address as indicated in the
records of the Company,                and shall be given to the Committee or the Company
at 225 Main Street, Menasha,                Wisconsin 54952, Attention: Secretary. All
such notices shall be given by first                class mail, postage pre-paid, or by
personal delivery.  




        (e)    
               This Agreement shall be binding upon and inure to the benefit of the
Company and                its successors and assigns and shall be binding upon and inure
to the benefit of                the Participating Key Employee, the Beneficiary and the
personal                representative(s) and heirs of the Participating Key Employee.  




        IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer and its corporate seal hereunto affixed, and the Participating Key
Employee has hereunto affixed his or her hand, all on the day and year set forth below. 



		BANTA CORPORATION
	
(CORPORATE SEAL)
	
 	By:____________________________________________
	
 	Attest:__________________________________________
	
 	PARTICIPATING KEY EMPLOYEE
	
 	_______________________________________________







			 
		Number of Shares of Restricted Stock:
		Date of Agreement:
		Grant Date:
		Release Dates:	As to ________ shares:   the Release Date is________
			As to ________ shares:   the Release Date is________
			As to ________ shares:   the Release Date is________
		Beneficiary:




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		Address of Beneficiary:
		Beneficiary Tax Identification No.:










































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