BANTA CORPORATION
                 SUPPLEMENTAL RETIREMENT PLAN FOR KEY EMPLOYEES













                As Amended and Restated Effective January 1, 2001



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                                BANTA CORPORATION
                 SUPPLEMENTAL RETIREMENT PLAN FOR KEY EMPLOYEES

1.   Purpose of the Plan

     The purpose of this Banta Corporation Supplemental Retirement Plan for Key
Employees (hereinafter referred to as the "Supplemental Plan") is to provide
retirement income to Eligible Employees. It is intended that the benefits
provided hereunder, together with benefits paid under the tax-qualified pension
plans maintained by the Employers, will provide Eligible Employees with total
retirement benefits consistent with current trends in retirement pay planning,
and thus better enable the Employers to attract and retain the key management
personnel upon whose efforts the continued successful and profitable operation
of their businesses depend.

2.   Effective Date

     The Supplemental Plan became effective as of January 1, 1980.

3.   Definitions

     The following terms used herein shall have the same meanings as the similar
terms defined by the Banta Corporation Employees Pension Plan (hereinafter
referred to as the "Retirement Plan"):

           (a)  Average Monthly Compensation
           (b)  Compensation
           (c)  Corporation
           (d)  Disability
           (e)  Employer
           (f)  Normal Retirement Date

The term "Committee" shall mean the Compensation Committee of the Board of
Directors of the Corporation or a successor committee having the same purpose.
Notwithstanding the foregoing, for purposes of this Supplemental Plan,
"Compensation" and "Average Monthly Compensation" shall be:

          (i)   deemed to include any non-deferred bonuses paid after December
                31, 1996 under a bonus plan described below;

          (ii)  deemed to include any amounts not otherwise included therein or
                taken into account in the calculation thereof which the Eligible
                Employee would have received for such period but for his
                election to defer such amount pursuant to the Banta Corporation
                1985 Deferred Compensation Plan, the Banta Corporation 1988
                Deferred Compensation Plan, after December 31, 1996 the bonus
                plans identified in (i) above, or any successor to any such
                plan; and

          (iii) calculated without regard to the limitations imposed by Section
                401(a)(17) of the Internal Revenue Code of 1986 on the amount of
                compensation that may be taken into account by plans qualifying
                under such Section.

     The only bonuses considered under (i) above shall be bonuses paid after
December 31, 1996 (including the bonus earned in 1996) under the Banta
Corporation Management Incentive Award Plan and the Banta Corporation Long Term
Incentive Plan and bonuses earned under the Banta Corporation Economic Profit
(EP) Incentive Compensation Plan and the Banta Corporation Economic Profit (EP)
Long-Term Incentive Compensation Plan or any successor to any such plan. Bonuses
that are considered shall be deemed to be "Compensation" for the year in which
such bonus was earned (not paid), allocated pro rata over the applicable twelve
(12) or fewer months of employment in the year to which the bonus relates. Any
portion of a bonus which is "banked" shall be considered to the same extent as
bonuses that are paid in cash immediately. These rules apply to both positive
and negative bonus awards, such that "Compensation" would be reduced for the
applicable period of a negative award.

          The following terms shall have the meanings set forth below:

          "Qualified Plan Benefits" means an Eligible Employee's aggregate
          benefits accrued under the terms of the Retirement Plan (or any
          successor to such Plan) and any other tax-qualified defined benefit
          pension plan to which an Employer contributes, stated as a benefit
          payable in the form of a single life annuity commencing on his Normal
          Retirement Date.


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          "Eligible Employee" means an employee of an Employer who: (i) has been
          approved for participation in this Supplemental Plan by the Committee;
          and (ii) has entered into an agreement with the Corporation calling
          for his participation herein.

          "Credited Service" means the Eligible Employee's years and fractional
          portions thereof of Credited Service accumulated under the terms of
          the Retirement Plan plus, for an Eligible Employee whose employment is
          terminated on account of a Disability, the period of such Disability
          prior to his Normal Retirement Date which is not counted as Credited
          Service under the Retirement Plan, if any.

4.   Administration

     The Supplemental Plan shall be administered by the Committee. The Committee
shall have the discretionary authority to construe and interpret the terms of
the Supplemental Plan, to promulgate and revise rules and regulations relating
to the Supplemental Plan and to make any other determinations which it deems
necessary or advisable for the administration thereof. Decisions and
determinations by the Committee shall be final and binding on all parties,
unless arbitrary and capricious.

5.   Supplemental Retirement Benefits Formula

     An Eligible Employee's accrued monthly benefit under this Supplemental Plan
shall be equal to the sum of (i) and (ii) below, less (iii) below:

          (i)   2.5% of the Eligible Employee's Average Monthly Compensation
                multiplied by his years of Credited Service, to a maximum of 10
                years; plus

          (ii)  1.5% of his Average Monthly Compensation multiplied by his years
                of Credited Service in excess of 10 years to a maximum of 25
                such years; minus

          (iii) the amount of his Qualified Plan Benefits.

The accrued benefit shall be initially determined as of the date the Eligible
Employee's first monthly benefit is paid under the terms of the Retirement Plan
and shall be redetermined, as necessary, after any applicable bonus
determination is made.

6.   Eligibility For and Form and Timing of Benefits

     (a)  Except for the benefits described in subparagraphs (c) and (d) of this
Paragraph, no benefits shall be payable under this Plan on account of an
Eligible Employee, unless:

          (i)   Such Eligible Employee or his spouse becomes entitled to
                benefits under the Retirement Plan; and

          (ii)  Such Eligible Employee shall have met one of the following
                requirements as of the date his employment terminates:

                (A)  Completion of 10 years of continuous service after the date
                     of his agreement to participate in the SERP;

                (B)  Completion of 5 years of continuous service after the date
                     of his agreement to participate in the SERP and attainment
                     of age 57;

                (C)  Attainment of age 65; or

                (D)  Death while employed with the Employers.

     (b)  The benefits computed under Paragraph 5 shall be paid to the Eligible
Employee (and/or his spouse or other contingent annuitant or beneficiary) at
such times and in such form and amounts as if such benefits were accrued under
the Retirement Plan (including reductions for early commencement and form of
benefits under said Retirement Plan). Elections made under the Retirement Plan
as to the form and timing of benefit payments shall also apply to benefits under
this Supplemental Plan.


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     (c)  In the event of the death of an Eligible Employee while actively
employed by an Employer or during a period of Disability counted as Credited
Service hereunder, but prior to the date on which his spouse would be eligible
to receive any current or future benefits under the Retirement Plan, his
surviving spouse, if any, shall be entitled to monthly benefits for life under
this Supplemental Plan equal to the benefits that would have been payable
pursuant to subparagraph (b) if (i) the Eligible Employee had sufficient years
of vesting service under the Retirement Plan for a deferred vested benefit, (ii)
without any change in his accrued benefit, and (iii) provided that clause (iii)
in Paragraph 5 shall not apply.

     (d)  If an Eligible Employee's employment is terminated on account of a
Disability and either (i) such Disability continues to his Normal Retirement
Date, or (ii) at the cessation of such Disability such Eligible Employee has
accumulated at least 10 years of Credited Service, then such Eligible Employee
shall be entitled to benefits hereunder commencing on his Normal Retirement
Date. The amount of such benefits shall be the amount calculated under Paragraph
5 above, provided that clause (iii) thereof shall apply only if and to the
extent the Eligible Employee is entitled to receive Qualified Plan Benefits.
Such benefits shall be paid as provided in subparagraph (b) of this Paragraph.

7.   Employees Not Covered under the Retirement Plan

     In the event that the Committee determines to add an Employee to
participation in this Supplemental Plan who is not, and is not expected to
become, a participant in the Retirement Plan, various provisions of this
document will not be able to be applied by their terms because of their reliance
on the operations of the Retirement Plan. In any such circumstance, the
Committee shall provide in the participation agreement for the specific
provisions required to identify the Employee's potential benefits under this
Supplemental Plan, including but not limited to the definitions of compensation
and credited service to be used for the benefit formula, the manner of
determining the form and commencement of benefits, and the identity of any plan
or plans whose benefits will be an offset hereunder. Any such provisions of in a
participation agreement for an Employee not eligible for participation in the
Retirement Plan shall be deemed to be an amendment to this Supplemental Plan for
purposes of such Employee without further action by the Board of Directors of
the Corporation.

8.   Effect of Change in Employment Status and Reemployment

     (a)  In the event an Eligible Employee (who is approved for participation
herein on or after January 1, 1984) is transferred to a position with the
Employer in which he is not an Eligible Employee as defined herein, such former
Eligible Employee shall be entitled to benefits hereunder if at the time of his
actual termination of employment with the Employers he has satisfied the
conditions of Paragraph 6(a) or (d). The amount of such benefits shall be
calculated under Paragraph 5 on the basis of his Average Monthly Compensation
and Credited Service as of the date such transfer occurred, reduced by the
amount of his Qualified Plan Benefit calculated as of that date but adjusted for
any increase in Qualified Plan Benefits resulting from subsequent amendments to
the Retirement Plan.

     (b)  In the event that an Eligible Employee terminates employment with the
Employers, the rights to benefits under this Supplemental Plan shall be
determined as of such termination of employment. If such person is reemployed by
an Employer, participation in this Supplemental Plan shall not be automatic, but
shall occur only in accordance with the new approval of the Committee and a new
participation agreement making the Employee and Eligible Employee.

9.   Nature of Benefit

     Eligible Employees who are entitled to benefits hereunder have the status
of general unsecured creditors of the Employers. The Supplemental Plan
constitutes a mere promise by the Employers to make benefit payments in the
future as provided herein. It is intended that the Supplemental Plan be unfunded
for tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended.


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10.  Non-Alienation of Payments

     Benefits payable under the Supplemental Plan shall not be subject in any
manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment, anticipation or encumbrance of any kind, by will, or by inter vivos
instrument. Any attempt to alienate, sell, transfer, assign, pledge, anticipate
or otherwise encumber any such benefit payment, whether currently or thereafter
payable, shall not be recognized by the Committee or the Corporation. Any
benefit payment due hereunder shall not in any manner be liable for or subject
to the debts or liabilities of any Eligible Employee or other person entitled
thereto hereunder. If any such person shall attempt to alienate, sell, transfer,
assign, pledge, anticipate or encumber any benefit payments to be made to that
person under the Supplemental Plan or any part thereof, or if by reason of such
person's bankruptcy or other event happening at any time, such payments would
devolve upon anyone else or would not be enjoyed by such person, then the
Committee in its discretion, may terminate such person's interest in any such
benefit payment, and hold or apply it to or for the benefit of that person, the
spouse, children or other dependents thereof, or any of them, in such manner as
the Committee deems proper.

11.  Limitation of Rights Against the Employers

     Participation in this Supplemental Plan, or any modifications thereof, or
the payments of any benefits hereunder, shall not be construed as giving to any
person any right to be retained in the service of the Employers, limiting in any
way the right of the Employers to terminate such person's employment at any
time, evidencing any agreement or understanding that the Employers will employ
such person in any particular position or at any particular rate of compensation
or guaranteeing such person any right to receive any other form or amount of
remuneration from the Employers.

12.  Applicable Laws

     The Supplemental Plan shall be construed, administered and governed in all
respects under and by the laws of the State of Wisconsin to the extent not
preempted by federal law.

13.  Liability

     Neither the Employers nor any shareholder, director, officer or other
employee of the Employers or any other person shall be liable for any act or
failure to act hereunder except for gross negligence or fraud.

14.  Amendment or Termination

     (a)  The Corporation, by action of its board of directors, reserves the
right to amend or modify this Supplemental Plan at any time, provided that no
such amendment or modification shall adversely affect an Eligible Employee's
right to benefits hereunder without his written consent, unless the Corporation
shall have substituted therefor an equivalent amount of immediate or deferred
compensation under some other plan, program or individual agreement with the
Eligible Employee.

     (b)  It is understood that an Eligible Employee's entitlement to benefits
under this Supplemental Plan may be automatically reduced as the result of an
increase in his Qualified Plan Benefits. Nothing herein shall be construed in
any way to limit the right of the Corporation to amend or modify the Retirement
Plan or any other employee benefit plan in its sole discretion.




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