KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

      THIS   AGREEMENT,   made  and   entered   into  as  of  the   _____day  of
_____________________, by and between Banta Corporation, a Wisconsin corporation
(hereinafter  referred  to  as  the  "Company"),   and   _______________________
(hereinafter referred to as "Executive").

                              W I T N E S S E T H :

      WHEREAS,  the Executive is employed by the Company  and/or a subsidiary of
the Company  (collectively,  the "Employer") in a key executive capacity and the
Executive's services are valuable to the conduct of the business of the Company;

      WHEREAS,  the Company  recognizes that  circumstances may arise in which a
change in control of the  Company  occurs,  through  acquisition  or  otherwise,
thereby causing  uncertainty  about the Executive's  future  employment with the
Employer  without  regard to the  Executive's  competence or past  contributions
which  uncertainty may result in the loss of valuable  services of the Executive
to the  detriment of the Company and its  shareholders,  and the Company and the
Executive wish to provide  reasonable  security to the Executive against changes
in the  Executive's  relationship  with the  Employer  in the  event of any such
change in control;

      WHEREAS,  the Company and the Executive are desirous that any proposal for
a change in control or  acquisition  of the Company  will be  considered  by the
Executive  objectively  and with  reference  only to the best  interests  of the
Company and its shareholders; and

      WHEREAS,  the  Executive  will be in a better  position  to  consider  the
Company's best interests if the Executive is afforded  reasonable  security,  as
provided in this Agreement, against altered conditions of employment which could
result from any such change in control or acquisition.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:


<PAGE>

      1. Definitions.  The following terms are used in this Agreement as defined
in Exhibit A:

     Act                                Effective Date
     Affiliate and Associate            Employment Period
     Beneficial Owner                   Good Reason
     Cause                              Normal Retirement Date
     Change in Control of the Company   Notice of Termination
     Code                               Person
     Covered Termination                Termination Date


      2.  Termination or Cancellation  Prior to the Effective Date. The Employer
and the Executive shall each retain the right to terminate the employment of the
Executive at any time prior to the Effective  Date. In the event the Executive's
employment is terminated  prior to the Effective  Date,  this Agreement shall be
terminated  and  cancelled  and of no  further  force and effect and any and all
rights and obligations of the parties hereunder shall cease.

      3.  Employment  Period.  If the  Executive is employed by the Company or a
subsidiary of the Company on the Effective Date, the Company will, or will cause
the  Employer  to,  continue  thereafter  to employ  the  Executive  during  the
Employment  Period, and the Executive will remain in the employ of the Employer,
in accordance  with and subject to the terms and  provisions of this  Agreement.
Any termination of the Executive's employment during the Employment Period which
results in a complete termination of the Executive's employment with the Company
and its  subsidiaries,  whether by the Company or a  subsidiary  of the Company,
shall be deemed a termination by the Company for purposes of this Agreement.

      4. Duties.  During the Employment Period, the Executive shall, in the most
significant  capacities  and positions  held by the Executive at any time during
the 180-day period  preceding the Effective Date or in such other capacities and
positions  as may be agreed to by the  Company  and the  Executive  in  writing,
devote the Executive's  best efforts and all of the  Executive's  business time,
attention  and  skill to the  business  and  affairs  of the  Employer,  as such
business  and  affairs now exist and as they may  hereafter  be  conducted.  The
services which are to be performed by the Executive hereunder are to be rendered
in the same


                                      -2-
<PAGE>

metropolitan  area in which the Executive was  principally  employed  during the
180-day period prior to the Effective  Date, or in such other place or places as
shall be mutually  agreed upon in writing by the  Executive and the Company from
time to time.  Without  the  Executive's  consent  the  Executive  shall  not be
required to be absent from such  metropolitan area for any number of days in any
fiscal year of the  Company  exceeding  the average  number of days per year the
Executive  was absent from such  metropolitan  area during the two fiscal  years
preceding the Effective Date.

      5.  Compensation.  During the Employment  Period,  the Executive  shall be
compensated as follows:

      (a) The Executive  shall  receive,  at reasonable  intervals (but not less
often than monthly) and in accordance  with such standard  policies as may be in
effect  immediately  prior to the Effective  Date, an annual base salary in cash
equivalent of not less than twelve times the  Executive's  highest  monthly base
salary for the twelve-month period immediately  preceding the month in which the
Effective  Date occurs  (which base salary  shall,  unless  otherwise  agreed in
writing by the  Executive,  include the current  receipt by the Executive of any
amounts which,  prior to the Effective Date, the Executive had elected to defer,
whether  such  compensation  is  deferred  under  Section  401(k) of the Code or
otherwise),  subject to upward  adjustment as provided in Section 6 hereof (such
salary amount as adjusted  upward from time to time is hereafter  referred to as
the "Annual Base Salary").

      (b) The Executive shall receive fringe benefits at least equal in value to
those  provided  for  the  Executive  at any  time  during  the  180-day  period
immediately preceding the Effective Date or, if more favorable to the Executive,
those  provided  generally at any time after the Effective Date to executives of
the Employer of comparable  status and position to the Executive.  The Executive
shall be  reimbursed,  at such  intervals and in  accordance  with such standard
policies that are most  favorable to the  Executive  which were in effect at any
time during the 180-day period  immediately  preceding the Effective Date or, if
more favorable to the Executive,  those provided generally at any time after the
Effective  Date to executives of the Employer of comparable  status and position
to the  Executive,  for any and all  monies


                                      -3-
<PAGE>

advanced in  connection  with the  Executive's  employment  for  reasonable  and
necessary  expenses  incurred  by the  Executive  on  behalf  of  the  Employer,
including travel expenses.

      (c) The Executive  shall be included,  to the extent  eligible  thereunder
(which  eligibility shall not be conditioned on the Executive's  salary grade or
on any other  requirement  which  excludes  persons  of  comparable  status  and
position to the Executive  unless such  exclusion was in effect for such plan or
an equivalent  plan  immediately  prior to the Effective  Date),  in any and all
plans  providing  benefits  for the  Company's  salaried  employees  in general,
including  but not limited to group life  insurance,  hospitalization,  medical,
dental, profit sharing and stock bonus plans; provided,  that, in no event shall
the  aggregate  level of  benefits  under such plans in which the  Executive  is
included be less than the aggregate level of benefits under plans of the Company
and its  subsidiaries  of the type referred to in this Section 5(c) in which the
Executive was  participating  at any time during the 180-day period  immediately
preceding the Effective Date.

      (d) The Executive  shall  annually be entitled to not less than the amount
of paid  vacation  and not fewer than the number of paid  holidays  to which the
Executive  was  entitled   annually  at  any  time  during  the  180-day  period
immediately preceding the Effective Date or such greater amount of paid vacation
and  number  of  paid  holidays  as may be  made  available  annually  to  other
executives of the Company and its subsidiaries of comparable status and position
to the Executive.

      (e) The  Executive  shall be  included in all plans  providing  additional
benefits to executives  of the Company of comparable  status and position to the
Executive, including but not limited to deferred compensation, split-dollar life
insurance,  supplemental  retirement,  stock option,  stock appreciation,  stock
bonus, long-term incentive compensation (including, without limitation, benefits
under the Company's Economic Profit Long-Term Incentive Compensation Plan or any
successor  thereto (the  "Long-Term EP Plan")) and similar or comparable  plans;
provided,  that,  in no event shall the aggregate  level of benefits  under such
plans be less than the aggregate level of benefits under plans of the Company of
the  type  referred  to  in  this  Section  5(e)  in  which  the  Executive  was
participating  at any time during the 180-day period  immediately  preceding the
Effective Date; provided,  further,  that any financial


                                      -4-
<PAGE>

or other goals that must be satisfied in order to be eligible for an award under
any such  plan  shall be  attainable  with  approximately  the  same  degree  of
probability as the goals, in the form most favorable to the Executive, under any
comparable  plan which was in effect at any time during the 180-day period prior
to the  Effective  Date  and in view of the  Company's  existing  and  projected
financial and business circumstances applicable at the time; provided,  further,
that in the event the  financial or other goals are not  achieved  such that the
entire amount of incentive  compensation is payable,  the plan shall provide for
the  payment of an amount of  incentive  compensation  equal to a portion of the
maximum  payout  reasonably  related  to that  portion  of the  goals  that were
achieved;  provided,  further,  that,  in the event a  Termination  Payment  (as
defined herein) is otherwise due the Executive and the Executive is not employed
for the entire period for which the incentive  compensation is payable,  payment
of incentive compensation under each such plan shall be made on a prorated basis
based on the time employed during such period and calculated with the assumption
that the  "target"  award for which the  Executive  is eligible has been earned;
provided,  further, that payment of incentive compensation shall not be affected
by any circumstance  occurring  subsequent to the end of the Employment  Period,
including termination of the Executive's employment; and provided, further, that
the  Company's  obligation  to include the  Executive  in annual bonus or annual
incentive compensation plans shall be determined by Subsection 5(f) hereof.

      (f) To  assure  that  the  Executive  will  have  an  opportunity  to earn
incentive  compensation  on an  annual  basis  after  the  Effective  Date,  the
Executive  shall be included in a bonus plan of the Company  which shall satisfy
the standards  described below (such plan, the "Bonus Plan").  Bonuses under the
Bonus Plan shall be payable with respect to  achieving  such  financial or other
goals  reasonably  related to the  business of the Company as the Company  shall
establish  (the "Goals"),  all of which Goals shall be attainable,  prior to the
end of the Employment Period,  with approximately the same degree of probability
as the goals under the Company's Economic Profit Incentive Compensation Plan, or
the  successor to such plan, in the form most  favorable to the Executive  which
was in effect at any time during the 180-day  period prior to the Effective Date
(the "EP Plan") and in view of the Company's  existing and  projected  financial
and business circumstances  applicable at the time. The amount of the bonus (the
"Bonus  Amount")  that the  Executive  is  eligible to earn under the Bonus Plan
shall


                                      -5-
<PAGE>

be no less than the amount of the  Executive's  maximum award provided in the EP
Plan (such bonus amount herein  referred to as the "Target  Bonus"),  and in the
event the Goals  are not  achieved  such  that the  entire  Target  Bonus is not
payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a
portion  of the Target  Bonus  reasonably  related to that  portion of the Goals
which were  achieved.  In the event a  Termination  Payment is otherwise due the
Executive  and the Executive is not employed for the entire period for which the
Bonus Amount is payable, payment of the Bonus Amount shall be made on a prorated
basis  based on the time  employed  during the period  and  calculated  with the
assumption  that the "target" bonus for which the Executive is eligible has been
earned.  Payment of the Bonus Amount  shall not be affected by any  circumstance
occurring subsequent to the end of the Employment Period,  including termination
of the Executive's employment.

      6. Annual  Compensation  Adjustments.  During the Employment  Period,  the
Board of Directors of the Company (or an  appropriate  committee  thereof)  will
consider and appraise, at least annually,  the contributions of the Executive to
the  Employer,  and in  accordance  with  the  Company's  practice  prior to the
Effective  Date,  due  consideration  shall be given at least  annually,  to the
upward  adjustment of the Executive's  Annual Base Salary (i) commensurate  with
increases  generally  given to other  executives  of the Employer of  comparable
status and position to the  Executive,  and (ii) as the scope of the  Employer's
operations or the Executive's duties expand.

      7.  Termination  For Cause or Without Good  Reason.  If there is a Covered
Termination  for Cause or due to the  Executive's  voluntarily  terminating  his
employment  other than for Good Reason (any such  terminations  to be subject to
the  procedures  set forth in Section 14 hereof),  then the  Executive  shall be
entitled to receive only Accrued Benefits pursuant to Section 9(a) hereof.

      8.  Termination  Giving Rise to a Termination  Payment.  (a) If there is a
Covered  Termination  by the Executive for Good Reason,  or by the Company other
than by reason of (i) death,  (ii) disability  pursuant to Section 12 hereof, or
(iii) Cause (any such  terminations to be subject to the procedures set forth in
Section 14 hereof),  then the  Executive  shall be entitled to receive,  and the
Company shall promptly pay, Accrued Benefits and, in


                                      -6-
<PAGE>

lieu of further  base salary for periods  following  the  Termination  Date,  as
liquidated  damages and  additional  severance pay and in  consideration  of the
covenant of the Executive set forth in Section  15(a)  hereof,  the  Termination
Payment pursuant to Section 9(b) hereof.

      (b) If there is a Covered  Termination  and the  Executive  is entitled to
Accrued  Benefits  and the  Termination  Payment,  then the  Executive  shall be
entitled to the following additional benefits:

            (i) The Executive  will be entitled to pension  benefits in addition
      to the most favorable  benefits  provided for him under any version of the
      Company's Employees Pension Plan and the Company's Supplemental Retirement
      Plan (or any  successors  to such  plans) in effect at any time during the
      180-day period prior to the Effective Date (the "Retirement  Plans").  The
      amount of  additional  pension  benefits  will be equal to the  difference
      between  the  amount  the  Executive  (or in the event of the  Executive's
      death,  the Executive's  surviving spouse or other  beneficiary)  would be
      actually   entitled  to  receive  upon  retirement  under  the  terms  and
      conditions of the  Retirement  Plans and the amount the Executive (or such
      surviving spouse or beneficiary) would have been entitled to receive under
      such  terms  and  conditions  if (A) the  Executive's  benefits  under the
      Retirement Plans had been fully vested on the Termination Date and (B) the
      Executive had continued to work until the earlier of the third anniversary
      of the Effective Date or the Executive's  Normal Retirement Date at a rate
      equal to the Executive's  Annual Cash  Compensation  (as defined  herein);
      provided,  however,  thatin no event will the assumed  period of continued
      employment  extend beyond the date on which the Executive  elects to begin
      receiving the additional pension benefits. The Executive shall be entitled
      to elect to receive  his  additional  pension  benefits  in any form (e.g.
      joint and survivor)  that would have been available to him under the terms
      and conditions of the Retirement Plans and (subject to reduction,  if any,
      under such terms) at any time after he has attained the age at which early
      retirement is permitted.  In addition,  if the Executive starts to receive
      his additional  pension  benefits  before the earliest date on which he is
      eligible for  unreduced  Social  Security  benefits,  the  Executive  will
      receive an amount equal to the difference between his estimated  unreduced
      Social Security benefit and the actual Social Security benefit to


                                      -7-
<PAGE>

      which he is entitled on the date of such  commencement,  payable  until he
      attains the age when he is eligible for unreduced benefits.

            (ii) Until the  earlier of the third  anniversary  of the  Effective
      Date or such time as the  Executive  has  obtained new  employment  and is
      covered by benefits  which in the aggregate are at least equal in value to
      the following benefits, the Executive shall continue to be covered, at the
      expense  of  the  Company,   by  the  most   favorable   life   insurance,
      hospitalization, medical and dental coverage provided to the Executive and
      the Executive's family during the 180-day period immediately preceding the
      Effective  Date or, if more  favorable to the  Executive,  the coverage in
      effect  generally at any time thereafter for executives of the Employer of
      comparable status and position to the Executive and their families.

            (iii) The  Executive  shall be  entitled to receive at the same time
      that the  Termination  Payment is made all  amounts  then  credited to the
      Executive's  account in the "Bonus  Banks"  under both the EP Plan and the
      Long-Term EP Plan. Such amounts so paid out shall not be subject to future
      forfeiture.

            (iv) The Company  shall bear up to $10,000 in the  aggregate of fees
      and expenses of consultants and/or legal or accounting advisors engaged by
      the  Executive  to advise  the  Executive  as to matters  relating  to the
      computation of benefits due and payable under Section 9(b).

            (v) The  Executive  shall  receive,  at the expense of the  Company,
      outplacement  services,  on an  individual  basis  at a level  of  service
      commensurate  with the  Executive's  status with the Employer  immediately
      prior to the  Effective  Date (or,  if  higher,  immediately  prior to the
      termination  of the  Executive's  employment),  provided  by a  nationally
      recognized  executive  placement  firm  selected by the Company;  provided
      --------  that the cost to the Company of such  services  shall not exceed
      15% of ---- the sum of the Executive's  Annual Base Salary and most recent
      annual bonus award  (determined on an annualized basis for any bonus award
      paid for a period of less than one year).



                                      -8-
<PAGE>

      9. Payments Upon Termination.

      (a) Accrued  Benefits.  For purposes of this  Agreement,  the  Executive's
"Accrued  Benefits"  shall include the following  amounts,  payable as described
herein:  (i) all base  salary for the time period  ending  with the  Termination
Date; (ii)  reimbursement for any and all monies advanced in connection with the
Executive's  employment for reasonable  and necessary  expenses  incurred by the
Executive  on  behalf  of the  Employer  for the  time  period  ending  with the
Termination  Date;  (iii) any and all other cash earned through the  Termination
Date and deferred at the  election of the  Executive or pursuant to any deferred
compensation  plan  then in  effect;  (iv) a lump sum  payment  of the  bonus or
incentive  compensation  with  respect  to the  portion of any year or period in
which the termination  occurs  calculated on a pro rata basis (assuming an award
equal to the average of the awards  (determined  on an annualized  basis for any
award paid for a period of less than one year and  excluding  any year or period
for which the Executive did not participate in the plan in question) paid to the
Executive for the three immediately preceding fiscal years or periods, but in no
event shall such  assumed  award level be less than the  "target"  level for the
then current  fiscal year or period)  under all bonus or incentive  compensation
plan or  plans  in which  the  Executive  is a  participant;  and (v) all  other
payments and benefits to which the Executive (or in the event of the Executive's
death, the Executive's surviving spouse or other beneficiary) may be entitled as
compensatory  fringe  benefits  or under  the terms of any  benefit  plan of the
Company, including severance payments under the Company's severance policies and
practices in the form most favorable to the Executive which was in effect at any
time during the 180-day period prior to the Effective  Date.  Payment of Accrued
Benefits  shall be made  promptly in accordance  with the  Company's  prevailing
practice with respect to Subsections 9(a)(i), (ii) and (iii) or, with respect to
Subsections  9(a)(iv)  and (v),  pursuant  to the terms of the  benefit  plan or
practice establishing such benefits.

      (b) Termination Payment.

            (i) The  Termination  Payment  shall be an  amount  equal to (A) the
      Executive's  Annual Base Salary plus (B) an amount equal to the sum of the
      highest (x) annual bonus award  (determined on an annualized basis for any
      bonus award paid for a period of less than one year and excluding any year
      for which the  Executive  did not  participate  in any bonus plan) and (y)
      long-term cash incentives earned with respect to, or, if more favorable to
      the  Executive,  paid to (or deferred by) the Executive in, any one fiscal
      year with respect to the three fiscal years preceding the Termination Date
      (the aggregate  amount set forth in (A) and (B) hereof shall  hereafter be
      referred


                                      -9-
<PAGE>

      to as "Annual Cash  Compensation"),  times (C) three (3). The  Termination
      Payment  shall  be  paid to the  Executive  in cash  equivalent  ten  (10)
      business days after the Termination  Date. Such lump sum payment shall not
      be reduced by any present value or similar factor, and the Executive shall
      not be  required  to  mitigate  the amount of the  Termination  Payment by
      securing other employment or otherwise,  nor will such Termination Payment
      be reduced by reason of the Executive securing other employment or for any
      other reason.  The  Termination  Payment shall be in addition to any other
      severance  payments to which the Executive is entitled under the Company's
      severance  policies  and  practices  in the  form  most  favorable  to the
      Executive which were in effect at any time during the 180-day period prior
      to the Effective Date.

            (ii)  Notwithstanding any other provision of this Agreement,  if any
      portion of any payment under this Agreement,  or under any other agreement
      with or plan of the Company (in the  aggregate  "Total  Payments"),  would
      constitute  an  "excess  parachute  payment,"  the  Company  shall pay the
      Executive an additional amount (the "Gross-Up  Payment") such that the net
      amount retained by the Executive after deduction of any excise tax imposed
      under  Section  4999 of the Code,  any  interest  charges or  penalties in
      respect of the  imposition of such excise tax (but not any federal,  state
      or local income tax, or  employment  tax) on the Total  Payments,  and any
      federal,  state and local income tax,  employment tax, and excise tax upon
      the payment  provided for by this Subsection  9(b)(ii),  shall be equal to
      the Total Payments. For purposes of determining the amount of the Gross-Up
      Payment,  the  Executive  shall be deemed to pay  federal  income  tax and
      employment  taxes at the  highest  marginal  rate of  federal  income  and
      employment  taxation in the calendar year in which the Gross-Up Payment is
      to be made and state and local income taxes at the highest  marginal  rate
      of taxation  in the state and  locality of the  Executive's  domicile  for
      income tax purposes on the date the Gross-Up  Payment is made,  net of the
      reduction in federal  income taxes that may be obtained from the deduction
      of such state and local taxes.

            (iii) For purposes of this  Agreement,  the terms "excess  parachute
      payment" and "parachute payments" shall have the meanings assigned to them
      in  Section  280G  of the  Code  (or any  successor  provision)  and  such
      "parachute  payments"


                                      -10-
<PAGE>

      shall be valued as provided  therein.  Present  value for purposes of this
      Agreement shall be calculated in accordance with Section 1274(b)(2) of the
      Code (or any  successor  provision).  Promptly  following  delivery of the
      Notice of  Termination  or notice by the Company to the  Executive  of its
      belief  that there is a payment or benefit  due the  Executive  which will
      result in an excess  parachute  payment as defined in Section  280G of the
      Code,  the Executive  and the Company,  at the  Company's  expense,  shall
      obtain  the  opinion  (which  need  not  be   unqualified)  of  nationally
      recognized tax counsel  ("National Tax Counsel") selected by the Company's
      independent  auditors and acceptable to the Executive,  which opinion sets
      forth (i) the  amount  of the Base  Period  Income,  (ii) the  amount  and
      present value of Total Payments, (iii) the amount and present value of any
      excess parachute payments, and (iv) the amount of any Gross-Up Payment. As
      used in this  Agreement,  the term "Base  Period  Income"  means an amount
      equal to the Executive's  "annualized includible compensation for the base
      period" as defined in Sections  280G(d)(1)  of the Code.  For  purposes of
      such opinion, the value of any noncash benefits or any deferred payment or
      benefit  shall be  determined  by the  Company's  independent  auditors in
      accordance  with the principles of Section  280G(d)(3) and (4) of the Code
      (or any successor provisions), which determination shall be evidenced in a
      certificate  of such auditors  addressed to the Company and the Executive.
      The opinion of National Tax Counsel  shall be dated as of the  Termination
      Date and  addressed to the Company and the  Executive and shall be binding
      upon the  Company  and the  Executive.  If such  National  Tax  Counsel so
      requests in connection with the opinion  required by this Subsection 9(b),
      the Executive and the Company shall obtain, at the Company's expense,  and
      the National  Tax Counsel may rely on, the advice of a firm of  recognized
      executive compensation consultants as to the reasonableness of any item of
      compensation  to be received by the  Executive  solely with respect to its
      status  under  Section  280G of the Code and the  regulations  thereunder.
      Within five (5) days after the National Tax Counsel's  opinion is received
      by the Company and the  Executive,  the Company  shall pay (or cause to be
      paid) or distribute (or cause to be  distributed) to or for the benefit of
      the  Executive  such  amounts  as are  then  due to  the  Executive  under
      Subsection 9(b)(ii).



                                      -11-
<PAGE>

            (iv) In the  event  that  upon  any  audit by the  Internal  Revenue
      Service, or by a state or local taxing authority, of the Total Payments or
      Gross-Up  Payment,  a change is finally  determined  to be required in the
      amount of taxes paid by Executive,  appropriate  adjustments shall be made
      under  this  Agreement  such that the net  amount  which is payable to the
      Executive  after taking into account the provisions of Section 4999 of the
      Code shall  reflect the intent of the parties as expressed in this Section
      9, in the manner determined by the National Tax Counsel.

            (v) The Company  agrees to bear all costs  associated  with,  and to
      indemnify and hold harmless,  the National Tax Counsel of and from any and
      all  claims,  damages,  and  expenses  resulting  from or  relating to its
      determinations  pursuant  to this  Subsection  9(b),  except  for  claims,
      damages  or  expenses  resulting  from the  gross  negligence  or  willful
      misconduct of such firm.

            10. Death.  (a) Except as provided in Section  10(b) hereof,  in the
      event  of  a  Covered  Termination  due  to  the  Executive's  death,  the
      Executive's  estate,   heirs  and  beneficiaries  shall  receive  all  the
      Executive's Accrued Benefits through the Termination Date.

            (b) In the event the Executive dies after a Notice of Termination is
      given (i) by the Company or (ii) by the  Executive  for Good  Reason,  the
      Executive's  estate,  heirs and  beneficiaries  shall be  entitled  to the
      benefits  described in Section 10(a) hereof and, subject to the provisions
      of this Agreement, to such Termination Payment as the Executive would have
      been entitled to had the Executive  lived. For purposes of this Subsection
      10(b),  the Termination Date shall be the earlier of thirty days following
      the  giving  of  the  Notice  of  Termination,  subject  to  extension  as
      contemplated  by the definition of  Termination  Date, or one day prior to
      the end of the Employment Period.

      11.  Retirement.  If, during the Employment  Period, the Executive and the
Company  shall execute an agreement  providing  for the early  retirement of the
Executive from the Company, or the Executive shall otherwise give notice that he
is voluntarily  choosing to retire early from the Company,  the Executive  shall
receive Accrued Benefits  through the Termination  Date;  provided,  that if the
Executive's  employment is terminated by the Executive for Good Reason or by the
Company other than by reason of death, disability or


                                      -12-
<PAGE>

Cause and the  Executive  also,  in  connection  with such  termination,  elects
voluntary  early  retirement,  the Executive shall also be entitled to receive a
Termination Payment pursuant to Section 8(a) hereof.

      12.  Termination for Disability.  If, during the Employment  Period,  as a
result of the Executive's disability due to physical or mental illness or injury
(regardless  of whether such illness or injury is  job-related),  the  Executive
shall have been  absent from the  Executive's  duties  hereunder  on a full-time
basis for a period of 180 days during any 194-day period and, within thirty days
after the Company notifies the Executive in writing that it intends to terminate
the  Executive's  employment  (which notice shall not  constitute  the Notice of
Termination  contemplated  below),  the Executive shall not have returned to the
performance  of the  Executive's  duties  hereunder  on a full-time  basis,  the
Company may terminate the Executive's  employment for purposes of this Agreement
pursuant to a Notice of Termination  given in accordance with Section 14 hereof.
If the  Executive's  employment  is  terminated  on account  of the  Executive's
disability in accordance with this Section,  the Executive shall receive Accrued
Benefits in  accordance  with Section 9(a) hereof and shall remain  eligible for
all  benefits  provided by any long term  disability  programs of the Company in
effect at the time of such termination.

      13. Stock Options. Following a Change in Control of the Company, all stock
options  held by the  Executive  as of the  Effective  Date  (and not  otherwise
exercised)  will  become  exercisable  in full  notwithstanding  any  percentage
limitations on the exercise of the options and,  notwithstanding any termination
of the Executive's employment, shall remain exercisable for a period of not less
than  three  months  after the date of the  Change in  Control  of the  Company;
provided, however, that no option shall be exercisable after the expiration date
specified therefor in the applicable stock option agreement.

      14.  Termination  Notice and  Procedure.  Any Covered  Termination  by the
Employer  or  the  Executive  (other  than  a  termination  of  the  Executive's
employment  referenced  in the last  sentence of the  definition  of  "Effective
Date") shall be  communicated by written Notice of Termination to the Executive,
if such Notice is given by the Company,  and


                                      -13-
<PAGE>

to the Company, if such Notice is given by the Executive, all in accordance with
the following procedures and those set forth in Section 24 hereof:

      (a) If such  termination  is for  disability,  Cause or Good  Reason,  the
Notice  of  Termination  shall  indicate  in  reasonable  detail  the  facts and
circumstances alleged to provide a basis for such termination.

      (b) Any Notice of  Termination  by the Company  shall have been  approved,
prior to the giving thereof to the Executive,  by a resolution duly adopted by a
majority of the directors of the Company (or any successor  corporation) then in
office.

      (c) The  Executive  shall have thirty days,  or such longer  period as the
Company may determine to be appropriate, to cure any conduct or act, if curable,
alleged to provide  grounds for  termination of the  Executive's  employment for
Cause under this Agreement  pursuant to subparagraph  (iii) of the definition of
"Cause."

      (d) The recipient of any Notice of Termination shall personally deliver or
mail in accordance with Section 24 hereof written notice of any dispute relating
to such Notice of  Termination  to the party giving such Notice  within  fifteen
days after receipt  thereof.  After the  expiration  of such fifteen  days,  the
contents  of the Notice of  Termination  shall  become  final and not subject to
dispute.

      15. Further Obligations of the Executive.

      (a)  Competition.  The Executive  agrees that, in the event of any Covered
Termination  where  the  Executive  is  entitled  to  Accrued  Benefits  and the
Termination  Payment,  the  Executive  shall  not,  during  the  balance  of the
Employment Period,  without the prior written approval of the Company's Board of
Directors,  participate in the management of, be employed by or own any business
enterprise at a location  within the United  States that engages in  substantial
competition  with the  Company  or its  subsidiaries,  where  such  enterprise's
revenues from any printing  services amount to 10% or more of such  enterprise's
net revenues and sales for its most recently  completed  fiscal year;  provided,
however,  that nothing in this Section 15(a) shall  prohibit the Executive  from
owning stock or other  securities  of a


                                      -14-
<PAGE>

competitor  amounting to less than five percent of the outstanding capital stock
of such competitor.

      (b)  Confidentiality.  During and following the Executive's  employment by
the  Employer,  the  Executive  shall hold in  confidence  and not  directly  or
indirectly disclose or use or copy or make lists of any confidential information
or proprietary data of the Employer,  except to the extent authorized in writing
by  the  Board  of  Directors  of the  Company  or  required  by  any  court  or
administrative  agency, other than to an employee of the Employer or a person to
whom  disclosure is reasonably  necessary or appropriate in connection  with the
performance  by the  Executive  of  duties  as an  executive  of  the  Employer.
Confidential  information  shall not include any information  known generally to
the public or any information of a type not otherwise considered confidential by
persons  engaged  in the same  business  or a  business  similar  to that of the
Employer.  All records,  files,  documents  and  materials,  or copies  thereof,
relating to the business of the Employer which the Executive  shall prepare,  or
use, or come into  contact  with,  shall be and remain the sole  property of the
Employer and shall be promptly  returned to the  Employer  upon  termination  of
employment with the Employer.

      16.  Expenses and Interest.  If, after the Effective  Date,  (i) a dispute
arises with  respect to the  enforcement  of the  Executive's  rights under this
Agreement  or (ii) any  legal or  arbitration  proceeding  shall be  brought  to
enforce or interpret any provision  contained  herein or to recover  damages for
breach  hereof,  in either  case so long as the  Executive  is not acting in bad
faith,  the Executive  shall recover from the Company any reasonable  attorneys'
fees and necessary costs and disbursements incurred as a result of such dispute,
legal or arbitration  proceeding  ("Expenses"),  and prejudgment interest on any
money judgment or arbitration award obtained by the Executive  calculated at the
rate of interest announced by Firstar Bank, N.A.,  Milwaukee,  Wisconsin (or any
successor bank thereto) from time to time as its prime or base lending rate from
the date that payments to him should have been made under this Agreement. Within
ten days after the Executive's  written request therefor,  the Company shall pay
to the Executive,  or such other person or entity as the Executive may designate
in writing to the Company, the Executive's reasonable Expenses in advance of the
final  disposition  or  conclusion  of any such  dispute,  legal or  arbitration
proceeding.



                                      -15-
<PAGE>

      17. Payment  Obligations  Absolute.  The Company's  obligation  during and
after the  Employment  Period to pay the  Executive  the amounts and to make the
benefit  and  other   arrangements   provided   herein  shall  be  absolute  and
unconditional and shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company may have against him or anyone  else.  Except as provided in Section
16 of this Agreement, all amounts payable by the Company hereunder shall be paid
without  notice or demand.  Each and every payment made hereunder by the Company
shall be final, and the Company will not seek to recover all or any part of such
payment from the Executive,  or from whomsoever may be entitled thereto, for any
reason whatsoever.

      18.  Successors.  (a) If the Company  sells,  assigns or transfers  all or
substantially  all of its  business  and assets to any Person or if the  Company
merges into or  consolidates  or otherwise  combines (where the Company does not
survive  such  combination)  with  any  Person  (any  such  event,  a  "Sale  of
Business"),  then the Company shall assign all of its right,  title and interest
in this  Agreement as of the date of such event to such Person,  and the Company
shall cause such Person, by written  agreement in form and substance  reasonably
satisfactory to the Executive, to expressly assume and agree to perform from and
after the date of such  assignment  all of the terms,  conditions and provisions
imposed by this  Agreement  upon the  Company.  Failure of the Company to obtain
such  agreement  prior to the effective date of such Sale of Business shall be a
breach of this Agreement  constituting "Good Reason" hereunder,  except that for
purposes  of  implementing  the  foregoing,  the date  upon  which  such Sale of
Business becomes effective shall be deemed the Termination Date. In case of such
assignment  by the Company and of assumption  and  agreement by such Person,  as
used in this  Agreement,  "Company"  shall  thereafter  mean such  Person  which
executes  and delivers  the  agreement  provided for in this Section 18 or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation  of law,  and this  Agreement  shall  inure to the  benefit of, and be
enforceable by, such Person. The Executive shall, in his discretion, be entitled
to proceed against any or all of such Persons,  any Person which theretofore was
such a  successor  to the Company  (as  defined in the first  paragraph  of this
Agreement)  and the  Company (as so defined) in any action to enforce any rights
of the  Executive  hereunder.


                                      -16-
<PAGE>

Except as provided in this Subsection, this Agreement shall not be assignable by
the  Company.  This  Agreement  shall  not be  terminated  by the  voluntary  or
involuntary dissolution of the Company.

      (b) This  Agreement  and all rights of the  Executive  shall  inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives, executors, administrators, heirs and beneficiaries. All amounts
payable to the Executive under Sections 7, 8, 9, 10, 11, 12 and 16 hereof if the
Executive had lived shall be paid, in the event of the Executive's death, to the
Executive's  estate,  heirs and  representatives;  provided,  however,  that the
foregoing  shall not be construed to modify any terms of any benefit plan of the
Company,  as such  terms are in effect on the  Effective  Date,  that  expressly
govern benefits under such plan in the event of the Executive's death.

      19.  Severability.  The provisions of this Agreement  shall be regarded as
divisible, and if any of said provisions or any part hereof are declared invalid
or  unenforceable  by a  court  of  competent  jurisdiction,  the  validity  and
enforceability  of the  remainder  of such  provisions  or parts  hereof and the
applicability thereof shall not be affected thereby.

      20.  Amendment.  This Agreement may not be amended or modified at any time
except by  written  instrument  executed  by a duly  authorized  officer  of the
Company  (other  than  the  Executive)  on  behalf  of  the  Company  and by the
Executive.

      21. Withholding. The Company shall be entitled to withhold from amounts to
be paid to the Executive  hereunder any federal,  state or local  withholding or
other  taxes or  charges  which it is from time to time  required  to  withhold;
provided,  that the  amount so  withheld  shall not exceed  the  minimum  amount
required  to be withheld  by law.  The  Company  shall be entitled to rely on an
opinion of nationally recognized tax counsel if any question as to the amount or
requirement of any such withholding shall arise.

      22. Certain Rules of  Construction.  No party shall be considered as being
responsible  for the drafting of this  Agreement for the purpose of applying any
rule construing  ambiguities against the drafter or otherwise.  No draft of this
Agreement  shall be  taken  into  account  in  construing  this  Agreement.  Any
provision of this  Agreement  which  requires an


                                      -17-
<PAGE>

agreement in writing  shall be deemed to require that the writing in question be
signed by the Executive and an authorized representative of the Company.

      23. Governing Law;  Resolution of Disputes.  This Agreement and the rights
and obligations  hereunder shall be governed by and construed in accordance with
the laws of the State of Wisconsin.  Any dispute  arising out of this  Agreement
shall, at the Executive's election, be determined by arbitration under the rules
of the  American  Arbitration  Association  then in effect  (in which  case both
parties shall be bound by the arbitration  award) or by litigation.  Whether the
dispute  is to be  settled  by  arbitration  or  litigation,  the  venue for the
arbitration  or litigation  shall be Menasha,  Wisconsin or, at the  Executive's
election,  if the  Executive  does  not  then  reside  or work  in the  Menasha,
Wisconsin  metropolitan area, in the judicial district  encompassing the city in
which the  Executive  resides;  provided,  that,  if the  Executive  is not then
residing in the United  States,  the election of the  Executive  with respect to
such  venue  shall be either  Menasha,  Wisconsin  or in the  judicial  district
encompassing  that city in the United  States among the thirty cities having the
largest  population  (as determined by the most recent United States Census data
available  at  the  Termination  Date)  which  is  closest  to  the  Executive's
residence.  The parties consent to personal  jurisdiction in each trial court in
the selected  venue having  subject matter  jurisdiction  notwithstanding  their
residence or situs, and each party irrevocably consents to service of process in
the manner provided hereunder for the giving of notices.

      24. Notice.  Notices given pursuant to this Agreement  shall be in writing
and, except as otherwise provided by Section 14(c) hereof, shall be deemed given
when actually  received by the  Executive or actually  received by the Company's
Secretary  or any officer of the Company  other than the  Executive.  If mailed,
such notices  shall be mailed by United  States  registered  or certified  mail,
return receipt requested, addressee only, postage prepaid, if to the Company, to
Banta Corporation,  Attention: Secretary (or President, if the Executive is then
Secretary),  River  Place,  225 Main  Street,  Menasha,  WI 54952,  or if to the
Executive,  at the  address set forth below the  Executive's  signature  to this
Agreement,  or to such  other  address  as the party to be  notified  shall have
theretofore given to the other party in writing.



                                      -18-
<PAGE>

      25. No Waiver.  No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be  performed  by the other  party  shall be deemed a waiver  of  similar  or
dissimilar  provisions or conditions at the same time or any prior or subsequent
time.

      26.  Headings.  The headings  herein  contained are for reference only and
shall  not  affect  the  meaning  or  interpretation  of any  provision  of this
Agreement.

      27. Prior  Agreement(s).  This Agreement shall supersede any and all prior
Key Executive  Employment  and Severance  Agreements  among the parties  hereto,
which prior agreement(s) shall be of no further force or effect.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

                                       BANTA CORPORATION
(Corporate Seal)
                                       By:____________________________________
                                          Donald D. Belcher
                                          Chairman, President and
                                            Chief Executive Officer


                                       Attest:_________________________________
                                                Ronald D. Kneezel
                                                Secretary

                                       EXECUTIVE

                                       ---------------------------------------

                                       Address:

                                      -19-
<PAGE>
                                                                       Exhibit A

                              CERTAIN DEFINED TERMS



      For the purposes of this Agreement:

      (a) Act.  The term "Act" means the  Securities  Exchange  Act of 1934,  as
amended.

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

      (c)  Beneficial  Owner.  A Person  shall be deemed  to be the  "Beneficial
Owner" of any securities:

            (i)  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, (A) 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 (B)  securities  issuable  upon  exercise  of Rights  issued
      pursuant  to the  terms  of the  Company's  Rights  Agreement  with  First
      Wisconsin Trust Company (n/k/a Firstar Bank, N.A.) dated as of October 29,
      1991,  as  amended  from  time to time (or any  successor  to such  Rights
      Agreement), at any time before the issuance of such securities;

            (ii)  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 Act),  including  pursuant to any
      agreement, arrangement or


                                      A-1
<PAGE>

      understanding;  provided,  however,  that a Person shall not be deemed the
      Beneficial  Owner of, or to  beneficially  own,  any  security  under this
      subparagraph   (ii)  as  a  result  of  an   agreement,   arrangement   or
      understanding  to vote such  security  if the  agreement,  arrangement  or
      understanding:  (A) 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 Act and (B) is not also then  reportable on a Schedule 13D under
      the Act (or any comparable or successor report); or

            (iii) 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  subparagraph  (c)(ii)  above) or  disposing  of any  voting
      securities of the Company.

      (d) Cause.  "Cause" for  termination  by the  Employer of the  Executive's
employment  after the Effective Date shall,  for purposes of this Agreement,  be
limited to (i) misappropriation by the Executive of funds of the Employer;  (ii)
the Executive  personally and secretly  obtaining profits from dealings with the
Employer;  (iii) the Executive's unreasonable neglect of, or refusal to perform,
his  duties  or  responsibilities  (unless  significantly  changed  without  the
Executive's  consent);  and (iv)  conviction of a serious crime  involving moral
turpitude.

      (e) Change in Control of the Company. A "Change in Control of the Company"
shall be deemed to occur if (i) any Person becomes the Beneficial  Owner of more
than 30% of the outstanding voting stock of the Company, (A) 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  (B) by any  other  means;  (ii)  the  Company  sells,
transfers or assigns all or substantially all of its business and assets;  (iii)
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;  (iv) the Company  acquires,  whether through  purchase,  merger or
otherwise,  all or substantially all of


                                      A-2
<PAGE>

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 (v) 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.

      (f)  Code.  The term  "Code"  means  the  Internal  Revenue  Code of 1986,
including any amendments thereto or successor tax codes thereof.

      (g)  Covered  Termination.   The  term  "Covered  Termination"  means  any
termination of the Executive's employment during the Employment Period where the
Termination Date is any date on or prior to the end of such Employment Period.

      (h) Effective Date. The term "Effective  Date" shall mean the first day on
which a Change in Control of the Company  occurs.  Anything in this Agreement to
the contrary  notwithstanding,  if a Change in Control of the Company occurs and
if the Executive's  employment  with the Employer is terminated  (whether by the
Employer, the Executive or otherwise) during the period of 180 days prior to the
date on  which  the  Change  in  Control  of the  Company  occurs,  and if it is
reasonably demonstrated by the Executive that such termination of employment (i)
was at the request of a third party who has taken steps reasonably calculated to
effect a Change in Control of the Company or (ii) otherwise  arose in connection
with or in  anticipation  of a Change in  Control of the  Company,  then for all
purposes  of this  Agreement,  the term  "Effective  Date"  shall  mean the date
immediately prior to the date of such termination of employment.

      (i)  Employment  Period.  The  term  "Employment  Period"  means a  period
commencing on the Effective  Date, and ending at 11:59 p.m.  Central Time on the
earlier  of the  second  anniversary  of  such  date or the  Executive's  Normal
Retirement Date.

      (j) Good Reason.  The Executive shall have a "Good Reason" for termination
of employment on or after the Effective Date in the event of:



                                      A-3
<PAGE>

            (i)  any  breach  of  this  Agreement  by  the  Company,   including
      specifically  any breach by the  Company of its  agreements  contained  in
      Sections 4, 5 or 6 hereof;

            (ii) the removal of the Executive from, or any failure to reelect or
      reappoint the Executive to, any of the positions held with the Employer at
      any time  during the 180-day  period  prior to the  Effective  Date or any
      other positions with the Employer to which the Executive shall  thereafter
      be elected,  appointed or assigned,  except in the event that such removal
      or failure to reelect or reappoint (A) relates to the  termination  by the
      Employer  of  the  Executive's  employment  for  Cause  or  by  reason  of
      disability  pursuant  to  Section  12 hereof,  or (B) is  consented  to in
      writing by the Executive;

            (iii) a good faith  determination  by the  Executive  that there has
      been  a  significant  adverse  change,  without  the  Executive's  written
      consent, in the Executive's working conditions or status with the Employer
      from such working conditions or status in effect during the 180-day period
      prior  to  the  Effective  Date,  including  but  not  limited  to  (A)  a
      significant  change in the nature or scope of the  Executive's  authority,
      powers,  functions,  duties  or  responsibilities,  or  (B) a  significant
      reduction in the level of support services,  staff,  secretarial and other
      assistance, office space and accoutrements; or

            (iv) failure by the Company to obtain the  Agreement  referred to in
      Section 18(a) hereof as provided therein.

      (k) Normal  Retirement  Date.  The term  "Normal  Retirement  Date"  means
"Normal  Retirement Date" as defined in the Banta Corporation  Employees Pension
Plan, or any successor plan, as in effect on the Effective Date.

      (l)  Notice of  Termination.  The term  "Notice  of  Termination"  means a
written notice as contemplated by Section 14 hereof.



                                      A-4
<PAGE>

      (m)  Person.   The  term  "Person"  shall  mean  any   individual,   firm,
partnership,  corporation or other entity, including any successor (by merger or
otherwise) of such entity, or a group of any of the foregoing acting in concert.

      (n) Termination  Date.  Except as otherwise  provided in Section 10(b) and
Section 18(a) hereof,  the term "Termination  Date" means (i) if the Executive's
employment is terminated by the Executive's  death,  the date of death;  (ii) if
the   Executive's   employment  is  terminated  by  reason  of  voluntary  early
retirement,  as agreed in writing by the Company and the Executive,  the date of
such early retirement which is set forth in such written agreement; (iii) if the
Executive's employment is terminated for purposes of this Agreement by reason of
disability  pursuant to Section 12 hereof,  the earlier of thirty days after the
Notice of  Termination  is given or one day  prior to the end of the  Employment
Period;  (iv) if the  Executive's  employment  is  terminated  by the  Executive
voluntarily (other than for Good Reason),  the date the Notice of Termination is
given; and (v) if the Executive's employment is terminated by the Company (other
than by reason of disability  pursuant to Section 12 hereof) or by the Executive
for Good Reason,  the earlier of thirty days after the Notice of  Termination is
given or one day prior to the end of the Employment Period.  Notwithstanding the
foregoing,

      (A) If  termination  is for Cause  pursuant to  subparagraph  (iii) of the
definition  of Cause set forth above and if the  Executive has cured the conduct
constituting such Cause as described by the Company in its Notice of Termination
within  such  thirty-day  or shorter  period,  then the  Executive's  employment
hereunder  shall  continue  as if the Company  had not  delivered  its Notice of
Termination.

      (B) If the  Company  shall  give a Notice of  Termination  for Cause or by
reason of disability and the Executive in good faith notifies the Company that a
dispute  exists  concerning  the  termination   within  the  fifteen-day  period
following  receipt  thereof,  then  the  Executive  may  elect to  continue  his
employment  during such  dispute and the  Termination  Date shall be  determined
under this paragraph. If the Executive so elects and it is thereafter determined
that Cause or disability (as the case may be) did exist,  the  Termination  Date
shall be the earlier of (1) the date on which the dispute is finally determined,
either (x) by mutual


                                      A-5
<PAGE>

written  agreement of the parties or (y) in accordance with
Section 23 hereof,  (2) the date of the Executive's  death, or (3) one day prior
to the end of the  Employment  Period.  If the  Executive  so  elects  and it is
thereafter  determined  that  Cause or  disability  (as the case may be) did not
exist, then the employment of the Executive  hereunder shall continue after such
determination  as if the Company had not delivered its Notice of Termination and
there shall be no Termination  Date arising out of such Notice.  In either case,
this Agreement continues,  until the Termination Date, if any, as if the Company
had not  delivered  the  Notice of  Termination  except  that,  if it is finally
determined  that the Company  properly  terminated  the Executive for the reason
asserted  in the  Notice  of  Termination,  the  Executive  shall  in no case be
entitled to a Termination Payment (as hereinafter defined) arising out of events
occurring after the Company delivered its Notice of Termination.

      (C) If the Executive  shall in good faith give a Notice of Termination for
Good  Reason  and the  Company  notifies  the  Executive  that a dispute  exists
concerning the  termination  within the  fifteen-day  period  following  receipt
thereof,  then the  Executive may elect to continue his  employment  during such
dispute and the Termination  Date shall be determined  under this paragraph.  If
the  Executive so elects and it is  thereafter  determined  that Good Reason did
exist,  the  Termination  Date shall be the earlier of (1) the date on which the
dispute is finally  determined,  either (x) by mutual  written  agreement of the
parties  or (y) in  accordance  with  Section  23  hereof,  (2) the  date of the
Executive's  death or (3) one day prior to the end of the Employment  Period. If
the Executive so elects and it is thereafter determined that Good Reason did not
exist, then the employment of the Executive  hereunder shall continue after such
determination  as if the Executive  had not delivered the Notice of  Termination
asserting Good Reason and there shall be no Termination Date arising out of such
Notice. In either case, this Agreement continues, until the Termination Date, if
any, as if the  Executive had not  delivered  the Notice of  Termination  except
that,  if it is finally  determined  that Good Reason did exist,  the  Executive
shall in no case be denied the benefits  described in Sections 8(b) and 9 hereof
(including a Termination  Payment) based on events occurring after the Executive
delivered his Notice of Termination.

      (D)  If an  opinion  is  required  to be  delivered  pursuant  to  Section
9(b)(iii) hereof and such opinion shall not have been delivered, the Termination
Date shall be


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<PAGE>

the earlier of the date on which such  opinion is  delivered or one day prior to
the end of the Employment Period.

      (E) Except as provided in  subparagraphs  (B) and (C) above,  if the party
receiving  the Notice of  Termination  notifies  the other  party that a dispute
exists  concerning  the  termination  within the  fifteen-day  period  following
receipt  thereof and it is finally  determined  that the reason asserted in such
Notice of  Termination  did not exist,  then (1) if such Notice was delivered by
the Executive,  the Executive will be deemed to have voluntarily  terminated his
employment  and (2) if delivered  by the Company,  the Company will be deemed to
have  terminated  the  Executive  other than by reason of death,  disability  or
Cause.





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