BANTA CORPORATION

                              ECONOMIC PROFIT (EP)

                           INCENTIVE COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 2002)

                                   ARTICLE I

                              Statement of Purpose

1.1    The purpose of the Banta Corporation (the "Company") Economic Profit
       ("EP") Incentive Compensation Plan (the "Plan") is to provide an
       incentive compensation system which promotes and rewards the maximization
       of shareholder value over the long term. The Plan is designed to create a
       focus for all participants to achieve the key financial and strategic
       objectives which drive shareholder value creation. The Plan aims to
       provide a fair and meaningful reward for achieving or surpassing
       shareholder value creation goals by directly linking incentive
       compensation to EP and, thereby, reward management for creating value.

1.2    There are three different performance measures of value creation, EPS,
       OE, and EP. EPS is the fully diluted earnings per average share of common
       stock of the Company for the applicable year. OE is used for Participants
       affiliated with a specific business unit and is the operating earnings of
       such unit. EP is the performance measure of value creation. EP reflects
       the benefits and costs of capital employment. Managers create value when
       they employ capital in an endeavor that generates a return that exceeds
       the cost of the capital employed. By imputing the cost of capital upon
       the operating profits generated by the Company or other designated
       operating unit, EP measures the total value created by management.

             EP = (Net Operating Profit After Tax - Capital Charge)

1.3    Each Plan Participant has a prescribed Target Bonus which is composed of
       several components. For Participants who are not affiliated with a
       specific business unit, there are three Target Bonus components: (i) a
       component based on the Company's EP results, (ii) a component based on
       the Company's EPS results, and (iii) if added by the Committee for the
       Participant, a discretionary component based on such other criteria as
       the Committee may adopt. For Participants affiliated with a specific
       business unit, there are five Target Bonus components: (i) a component
       based on the Company's EP results, (ii) a component based on the
       Company's EPS results, (iii) a component based on the EP results of the
       particular unit with which the Participant is affiliated, (iv) a
       component based on the OE results of the particular unit with which the
       Participant is affiliated, and (v) if added by the Committee for the
       Participant, a discretionary component based on


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       such other criteria as the Committee may adopt. Bonuses that fall within
       a prespecified range will be fully paid out. Bonuses falling outside this
       range are banked in the Participant's Bonus Bank for possible payout in
       future years.

1.4    The Plan will be administered on a fiscal year basis under the direction
       and control of the Compensation Committee of the Banta Corporation Board
       of Directors (the "Committee"). At a meeting of the Committee during the
       first quarter of each year the Committee will review and approve the list
       of Plan Participants for such year along with their respective Target
       Bonus Percentages and respective splits between Target Corporate EP Bonus
       and Target Unit EP Bonus. In addition, the Committee will annually review
       and approve the Cost of Capital and the applicable targets and factors
       for EP, EPS and OE.

                                   ARTICLE II

                    Definition of EP and the Components of EP

2.1    "Capital" means the net investment employed in the operations of the
       Value Center. The components of Capital are as follows:

                     Shareholders Equity
          Plus:      Advances from (to) Corporate
          Plus:      Collected cash overdrafts (balances)
          Plus:      Long-term debt (including current portion) and short-term
                     debt
          Plus:      Deferred taxes (net of future tax benefit)
          Plus:      Accrued (prepaid) income taxes
          Plus:      LIFO Reserve
          Plus:      Goodwill and non-competes recorded on Corporate books
                     (applies to Unit calculations only)
          Plus:      Cumulative goodwill and non-compete amortization
          Plus:      Acquisition earnouts paid
          Plus:      Capitalized leases
          Plus:      Non-cash accruals
          Plus:      Negative EP on acquisitions and/or major R&D projects
                     approved by the Chief Executive Officer
          Plus/Less: Other capital items as determined by management and
                     approved by the Committee
          Less:      Non-operating Cash
          ----       ------------------
          Equals:    Capital

Each component of Capital will be measured by computing an average balance based
on the ending period balance for each period the Value Center closes their books
within the year.

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2.2    "Cost of Capital" will be estimated at the beginning of each year based
       on the weighted average of the after-tax cost of debt and equity for the
       year in question for the entire Company. Calculations will be carried to
       one decimal point.

2.3    "Capital Charge" means the deemed opportunity cost of employing Capital
       in the Value Center. The Capital Charge is computed as follows:

                  Capital Charge = Capital x Cost of Capital

2.4    "Net Operating Profit After Tax" or "NOPAT"

       "NOPAT" means the after-tax earnings attributable to the capital employed
       in the Value Center for the year in question. The components of NOPAT are
       as follows:

                     Operating Earnings Before Income Taxes
          Plus:      Miscellaneous income (excluding interest income)
          Plus:      Current LIFO expense
          Plus:      Change in non-cash accruals
          Plus:      Capitalized lease adjustment
          Plus:      Non-compete amortization
          Plus:      Goodwill amortization
          Plus:      Acquisition earnouts expensed
          Plus:      R&D expense
          Plus:      R&D amortization
          Plus/Less: Other items as determined by management and approved by
                     the Committee
          Less:      Income Taxes
          ----       ------------
          Equals:    Net Operating Profit After Tax

       Gains and losses on the sale of assets, gains and losses on the
       disposition of businesses and/or business segments, restructuring charges
       and other large non-recurring gains and losses will be excluded from
       NOPAT unless the Committee determines that a specific item should be
       included.

2.5    "Economic Profit" or "EP" means the NOPAT that remains after subtracting
       the Capital Charge, expressed as follows:

                  NOPAT
          Less:   Capital Charge
          ----    --------------
          Equals: EP

       EP may be positive or negative.


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2.6    "Value Center" means any unit of operations of the Company, including the
       Company as a whole, as determined by management and approved by the
       Committee for the purpose of this Plan.

2.7    Operations acquired will be excluded from the EP computations for the
       first 12 months after acquisition, unless the Committee approves earlier,
       or later, inclusion based on the facts related to a specific acquisition.

                                  ARTICLE III

                   Definition and Computation of Target Bonus

3.1    "Actual EP" means the EP as calculated for the Value Center for the year
       in question.

3.2    "Target EP" means the level of EP that is expected in order for a
       Participant of the Value Center to receive one hundred percent (100%) of
       the Target Bonus attributable to the EP component calculated for that
       Value Center as determined for the year by the Committee.

3.3    "Target Bonus" means the "Target Bonus Percentage" times a Participant's
       Base Pay actually paid for the year (see article VII for calculations
       related to a change in a Participant's employment status).

3.4    "Target Bonus Percentage" is determined annually for each Participant by
       his/her salary grade.

3.5    "Base Pay" means the Participant's base rate of salary excluding bonuses
       and other benefits or forms of compensation.

3.6    "Actual EPS Bonus" means the bonus earned by a Participant based on EPS
       results for the applicable year and the schedule of positive and negative
       percentages of the Target Bonus attributable to the EPS results as
       determined by the Committee.

3.7    "Actual OE Bonus" means the bonus earned by a Participant affiliated with
       a specific business unit based on OE results for the Value Center for the
       applicable year and the schedule of positive and negative percentages of
       the Target Bonus attributable to the OE results as determined by the
       Committee.

                                   ARTICLE IV

                   Definition and Computation of Actual Bonus

4.1    Each Participant shall have his/her Target Bonus subdivided into
       component targets. Participants who are not affiliated with a specific
       business unit will have at least two


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       component targets (i.e., the Target Corporate EP Bonus and a target based
       on EPS) and possibly a third target based on individual criteria
       determined by the Committee. Participants affiliated with a specific
       business unit will have at least four component targets (i.e., the Target
       Corporate EP Bonus, the Target Unit EP Bonus, and targets based on EPS
       and OE) and possibly a fifth target based on individual criteria provided
       by the Committee. Unless otherwise specifically provided by the
       Committee, (i) for a Participant who is not affiliated with a specific
       business unit, the Target Bonus will be split fifty-fifty between the two
       basic components and (ii) for a Participant who is affiliated with a
       specific business unit, the Target Bonus will be split twelve and
       one-half percent (12.5%) for each of the Target Corporate EP Bonus and
       the EPS target and thirty-seven and one-half percent (37.5%) for each of
       the Target Unit EP Bonus and the OE target.

4.2    "Target Corporate EP Bonus" means the percentage of the Target Bonus
       which is based on total Company EP results.

4.3    "Target Unit EP Bonus" means the percentage of the Target Bonus which is
       based on the EP results of the unit with which a Participant is
       affiliated.

4.4    The split between Target Corporate EP Bonus and Target Unit EP Bonus is
       determined annually for each Participant.

4.5    "Actual Corporate EP Bonus" means the bonus earned by a Participant based
       on total Company EP results and is calculated by multiplying the Target
       Corporate EP Bonus by a percentage which is determined as follows:

                         [Actual EP - Target EP] + 1
                         -----------------------
                         [Bonus Table Generator]

4.6    "Actual Unit EP Bonus" means the bonus earned by a Participant based on
       the EP results of the unit with which the Participant is affiliated and
       is calculated by multiplying the Target Unit EP Bonus by a percentage,
       with such percentage also determined as in Section 4.5.

4.7    "Bonus Table Generator" is the annually determined negative (positive)
       deviation from Target EP necessary before a zero (two times Target) bonus
       is earned.

4.8    "Combined Bonus" is the sum of the Actual Corporate EP Bonus, Actual Unit
       EP Bonus, Actual EPS Bonus, Actual OE Bonus, and the bonus applicable to
       any discretionary criteria applied by the Committee, as applicable for
       the Participant. The Combined Bonus will be capped at three hundred
       percent (300%) of Target Bonus for each Participant such that any amounts
       above three hundred percent (300%) of a Participant's Target Bonus will
       be ignored for any calculation and other purpose of this Plan. The
       minimum Combined Bonus for each Participant will be zero such than any
       negative amount will be ignored for any calculation and other purpose of
       this Plan.


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                                   ARTICLE V

                           Description of Bonus Banks

5.1    Establishment of a Bonus Bank. To encourage a long-term commitment by
       Participants to the Company, all exceptional Combined Bonus amounts shall
       be credited to "at risk" accounts (Bonus Banks), with the level of future
       payout contingent on continued employment as provided herein.

5.2    "Bonus Bank" means, with respect to each Participant, a bookkeeping
       record of an account to which amounts are credited from time to time
       under the Plan and from which bonus payments to such Participants are
       debited.

5.3    "Bank Balance" means, with respect to each Participant, a bookkeeping
       record of the net balance of the amounts credited to such Participant's
       Bonus Bank. A Participant's Bank Balance shall initially be equal to
       zero.

5.4    Payout Rules:

       (A)    If there is no balance in the Bonus Bank carried over from the
              prior year:
              (1)    Pay out the Combined Bonus up to 200% of Target Bonus.
              (2)    Add any portion of the Combined Bonus over 200% of Target
                     Bonus to the Bonus Bank. The banked amount will be paid out
                     in three equal installments beginning with a payment at the
                     time that bonuses would be paid for the subsequent year.
              (3)    Carry forward any Bonus Bank amounts.

       (B)    If there is a Bonus Bank balance carried over from the prior year:
              (1)    Pay out the Combined Bonus up to 200% of Target Bonus.
              (2)    Add any portion of the Combined Bonus over 200% of Target
                     Bonus to the Bonus Bank. The newly banked amount will be
                     paid out in three equal installments beginning with a
                     payment at the time that bonuses would be paid for the
                     subsequent year.
              (3)    Pay out any scheduled installments from prior years
                     applicable to the current year.
              (4)    Carry forward any Bonus Bank balances.

5.5    Payment of Awards. All amounts payable to Participants shall be paid in
       cash within 30 days following approval of the calculations by the
       Committee.

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                                   ARTICLE VI

                                Deferred Payment

6.1    Deferrals. A Participant may elect in advance to defer payment of all or
       any portion of the payments he/she would otherwise receive pursuant to
       Sections 5.4 and 5.5. No bonus amount otherwise payable in a year shall
       be deferred for any year unless the Company shall have received a written
       notice from the Participant not later than December 31 of the second
       preceding year specifying the portion of the award which is to be
       deferred. By way of example, an election to defer any 1998 awards (which
       would otherwise be paid in early 1999) must be received by December 31,
       1997. Any such deferral election shall be irrevocable.

6.2    Deferral Accounts. All amounts so deferred will be credited, as of the
       dates otherwise payable, to an account created on the Company's books for
       the Participant. Amounts standing to a Participant's credit in the
       account shall be paid to the Participant or his designated beneficiary or
       estate: (1) over a period of not more than fifteen years following
       termination of the Participant's employment by reason of death,
       disability or normal or early retirement as permitted by the Company's
       Retirement Plan; and (2) over a period of not more than three years
       following termination of a Participant's employment for any other reason,
       in either case at such times and in such installments as shall be
       determined in the sole discretion of the Committee.

6.3    Interest. Until such time as all amounts in the account are paid in full,
       a credit in lieu of interest shall be made to the account on December 31
       of each year (or on the date of the final installment payment from the
       account, as the case may be) in an amount equal to interest on the
       balance from time to time outstanding in the account during the year at a
       rate equal to the average prime rate of interest less one percentage
       point. For purposes of this section the "average prime rate of interest"
       in effect during the applicable period shall be computed by multiplying
       each prime rate of interest in effect at the Firstar Bank of Milwaukee
       during such period by the number of days each such rate was so in effect,
       and by dividing the total number so obtained by the total number of days
       in such period.

                                  ARTICLE VII

                 Plan Participation, Transfers and Terminations

7.1    Participant. "Participant" shall mean an employee employed on a regular
       full-time or part-time basis by the Company and who has been recommended
       by the Chief Executive Officer to be eligible to participate in the Plan
       and approved by the Committee. In order to be eligible for a Combined
       Bonus for a year, the Participant must be designated as such pursuant to
       Section 1.4. A person shall remain a Participant for other purposes of
       the Plan as long as he/she has a Bonus Bank balance or a deferred
       balance.

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7.2    New Participants. The percentage (%) of award to which a Participant is
       entitled in the first year of his/her participation in the Plan is
       prorated at a rate of 1/12 for each complete month from the date of
       participation.

7.3    Changing Position Level/Promotions. The Target Bonus of a Participant who
       has changed position level or has been promoted during a given year and
       such position change or promotion necessitates a change in the
       Participant's Target Bonus Percentage will be prorated at a rate of 1/12
       for each complete month commencing with the event generating the change
       and based on his/her Base Pay in each position. Plan Participants who
       transfer between business units during a year will have their Target
       Bonuses and unit participation reviewed and approved by the Committee
       based on the specific circumstances of each situation.

7.4    Retirement, Disability, Involuntary Termination Without Cause or Death. A
       Participant who retires under the terms of the Company's Retirement Plan,
       or suffers a "disability", as such term is defined in the Company's
       long-term disability benefits program and is not reasonably expected by
       management to return to work, or is involuntarily terminated without
       cause or who dies shall be eligible to receive the balance of his/her
       Bonus Bank as of the end of the year pursuant to Section 5.5 after taking
       into account the actual bonus value for the said year. The actual bonus
       value for the said year shall be equal to zero dollars ($0) if the
       Participant has not completed six full months of employment with the
       Company during the year. Otherwise, the percentage of award for the said
       year to which a Participant is entitled shall be prorated at a rate of
       1/12 for each complete month of employment during the year.

7.5    Voluntary Termination. In the event that a Participant voluntarily
       terminates employment with the Company on or before the end of the
       applicable fiscal year, the right of the Participant to his/her Bank
       Balance and/or any potential current year payout shall be forfeited.

7.6    Termination for Cause. "Cause" shall mean:

       (1)    misappropriation by the Participant of funds of the Company or any
              of its subsidiaries;
       (2)    the Participant personally and secretly obtaining profits from
              dealings with the Company or any of its subsidiaries;
       (3)    the Participant's unreasonable neglect of, or refusal to perform,
              his/her duties or responsibilities; and
       (4)    conviction of a serious crime involving moral turpitude.

7.7    Payment and Breach of Agreement. Notwithstanding any other provision of
       the Plan or any other agreement, in the event that a Participant shall
       breach any noncompetition agreement with the Company or breach any
       agreement with respect to the postemployment conduct of such Participant,
       any remaining payment otherwise due to the Participant hereunder shall be
       forfeited.

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7.8    No Guarantee. Selection as a Participant is no guarantee that benefits
       under the Plan will be earned or that selection as a Participant will be
       made in any subsequent year.

                                  ARTICLE VIII

                               General Provisions

8.1    Withholding of Taxes. The Company shall have the right to withhold the
       amount of taxes, which in the determination of the Company, are required
       to be withheld under law with respect to any amount due or paid under the
       Plan.

8.2    Expenses. All expenses and costs in connection with the adoption and
       administration of the Plan shall be borne by the Company.

8.3    No Prior Right or Offer. Except and until expressly granted pursuant to
       the Plan, nothing in the Plan shall be deemed to give any employee any
       contractual or other right to participate in the benefits of the Plan.

8.4    Rights Personal to Participant. Any rights provided to a Participant
       under the Plan shall be personal to such Participant, shall not be
       transferable (except by will or pursuant to the laws of descent or
       distribution), and shall be exercisable, during his/her lifetime, only by
       such Participant.

8.5    Distribution of Bank Balances Upon Termination of the Plan. Upon
       termination of the Plan, the Bank Balance of each Participant shall be
       distributed as soon as practicable but in no event later than 90 days
       from such event.

                                   ARTICLE IX

                                   Limitation

9.1    No Continued Employment. Nothing contained herein shall provide any
       Participant with any right to continued employment or in any way abridge
       the rights of the Company to determine the terms and conditions of
       employment and whether to terminate employment of any Participant

9.2    No Vested Rights. Except as otherwise provided herein, no Participant or
       other person shall have any claim of right (legal, equitable, or
       otherwise) to any award, allocation, or distribution or any right, title,
       or vested interest in any amounts in his/her Bonus Bank and no officer or
       employee of the Company or any other person shall have any authority to
       make representations or agreements to the contrary. No interest conferred
       herein to a Participant shall be assignable or subject to claim by a
       Participant's creditors. The right of the Participant to receive a
       distribution hereunder shall be an unsecured claim against


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       the general assets of the Company, and the Participant shall have no
       rights in or against any specific assets of the Company as the result of
       participation hereunder.

9.3    Not Part of Other Benefits. The benefits provided in this Plan shall not
       be deemed a part of any other benefit provided by the Company to its
       employees. The Company assumes no obligation to Participants except as
       specified herein. This is a complete statement, along with the Exhibits
       attached hereto, of the terms and conditions of the Plan.

9.4    Other Plans. Nothing contained herein shall limit the Company or the
       Committee's power to grant bonuses to employees of the Company, whether
       or not Participants in this Plan.

9.5    Limitations. Neither the establishment of the Plan nor the grant of an
       award hereunder shall be deemed to constitute an express or implied
       contract of employment for any period of time or in any way abridge the
       rights of the Company to determine the terms and conditions of employment
       or to terminate the employment of any Participant with or without cause
       at any time.

9.6    Unfunded Plan. This Plan is unfunded. Nothing herein shall create or be
       construed to create a trust of any kind, or a fiduciary relationship
       between the Company and any Participant.

                                   ARTICLE X

                                    Authority

10.1   Committee Authority. Except as otherwise expressly provided herein, full
       power and authority to interpret and administer this Plan shall be vested
       in the Committee. The Committee may from time to time make such decisions
       and adopt such rules and regulations for implementing the Plan as it
       deems appropriate for any Participant under the Plan. Any decision taken
       by the Committee arising out of or in connection with the construction,
       administration, interpretation and effect of the Plan shall be final,
       conclusive and binding upon all participants and any person claiming
       under or through them.

10.2   Board of Directors Authority. The Board shall be ultimately responsible
       for administration of the Plan. The Board or the Committee, as
       appropriate, shall work with the Chief Executive Officer of the Company
       in all aspects of the administration of the Plan.


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                                   ARTICLE XI

                                     Notice

11.1   Any notice to be given pursuant to the provisions of the Plan shall be in
       writing and directed to the appropriate recipient thereof at his/her
       business address or office location.

                                  ARTICLE XII

                                 Effective Date

12.1   This Plan was originally effective as of January 1, 1998. The effective
       date of this restatement is January 1, 2002.

12.2   The Plan is intended to remain in force indefinitely beginning on the
       first day of each fiscal year after the effective date hereof, unless the
       Board of Directors, in its discretion, terminates it by resolution and
       notifies the Participants.

                                  ARTICLE XIII

                                   Amendments

13.1   Amendment. This Plan may be amended or terminated at any time at the sole
       discretion of the Board upon the recommendation of the Committee. The
       annual activities of the Committee pursuant to the Plan are not Plan
       amendments, including but not limited to the determinations pursuant to
       Section 1.4.

13.2   Protected Benefits. Notwithstanding the foregoing, after the last day of
       an applicable fiscal year, the Plan may not be amended or the
       Participants revised such that the Participant receives less than the
       amount payable by the Plan nor may an amendment reduce or eliminate any
       previously banked amount under Article V prior to such amendment or
       revision.

13.3   Notice. Notice of any amendment or termination shall be given promptly to
       each Participant.

                                  ARTICLE XIV

                                 Applicable Law

14.1   This Plan shall be construed in accordance with the provisions of the
       laws of the State of Wisconsin to the extent not preempted by Federal
       law.


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