BANTA CORPORATION
                           DEFERRED COMPENSATION PLAN
                              FOR CERTAIN DIRECTORS      
                     (As Amended Effective January 1, 1997)


   1.   PARTICIPANTS

        Any director of Banta Corporation (the "Company"), other than a
        director who is also a salaried officer or employee of the Company or
        any of its subsidiaries, may elect to become a Participant under this
        Plan by written notice to the Company.

   2.   DEFERRED COMPENSATION

        Any Participant may defer all or any part of his compensation as a
        director which is earned after the date of said election as he may
        specify in said written notice to the Company, and such deferred
        compensation shall be credited by the Company to a deferred
        compensation account for such Participant at the time it would
        otherwise be payable to him.  Any Participant may increase, reduce or
        suspend his election with respect to payments to be made in any
        future calendar year by written notice to the Company, filed prior to
        the beginning of such calendar year.

   3.   ACCOUNTS AND SUBACCOUNTS

        The deferred compensation of each Participant will be credited to an
        account on the Company's books in the name of such Participant, and
        each Participant will be furnished annually with a statement of his
        account.  Such accounts shall serve solely as a device for
        determining the amount of the deferred compensation to be paid to
        Participants and shall not constitute or be treated as a trust fund
        of any kind.  Each account shall be composed of an interest
        subaccount and a phantom stock subaccount.  Principal additions to
        the Participant's account pursuant to paragraph 2 shall be allocated
        between the subaccounts as determined by the Participant.  With
        respect to the part of his compensation as a director which is
        payable in cash, the Participant may elect either the interest
        subaccount or the phantom stock subaccount.  With respect to the part
        of his compensation which is payable in Stock, the Participant may
        only elect the phantom stock subaccount.  Once allocated, balances in
        one subaccount may not be transferred to the other subaccount.

   4.   INTEREST SUBACCOUNT

        The interest subaccount of each Participant shall be credited with
        interest annually, on March 15 of each year, until full payment to
        him of his account.  The rate of interest to be credited shall be
        equal to the average prime rate of interest in effect at the Firstar
        Bank of Milwaukee, Wisconsin, for the preceding calendar year,
        computed by multiplying each prime rate of interest in effect at such
        bank during such calendar year by the number of days such rate was so
        in effect, and by dividing the total number so obtained by 365.

   5.   PHANTOM STOCK SUBACCOUNT

        The phantom stock subaccount of each Participant shall be treated for
        valuation purposes as if it were invested in the common stock of the
        Company ("Stock").  Cash and stock dividends, stock splits, and other
        events which affect the value of a share of Stock shall be reflected
        in the Participant's subaccount.  Notwithstanding the foregoing, in
        no event shall the Participant have any Stock voting rights as a
        result of his subaccount balance.  Transactions in the subaccount
        which have the effect of purchases or sales of Stock shall be
        determined based on the last sale or closing price for Stock on such
        market or exchange as the Stock is then traded (as reported by The
        Wall Street Journal (Midwest Edition)) on the business day
        immediately preceding the transaction (or if no trading occurred in
        the Stock on that date, on the next preceding date on which the Stock
        was traded).  In the event a Participant elects to defer a portion of
        his compensation which is payable in Stock, the number of shares of
        Stock which the Participant would have otherwise received shall be
        credited to his subaccount.  In addition to the principal amounts
        added pursuant to paragraphs 2 and 3 above, the phantom stock
        subaccount shall include any amount determined by the Company and the
        Participant resulting from the termination of the Banta Corporation
        Outside Directors' Retirement Plan, based on the last sale or closing
        price of the Stock on the last day on which the Stock was traded in
        December 1996.

   6.   PAYMENTS

        When a Participant shall cease to be a director of the Company, the
        amount accumulated in such Participant's deferred compensation
        account shall be paid as follows:

        (a)  With respect to the interest subaccount, the Company shall pay
             to the Participant on the first business day following January 1
             of each year following the date when he ceased to be a director
             an amount equal to one-third of the amount accumulated in his
             interest subaccount at the date he ceased to be a director, plus
             any interest thereafter credited to such account under the
             provisions of paragraph 4.

        (b)  With respect to the phantom stock subaccount, the Company shall
             pay to the Participant in cash three installments, payable on
             the first business day following January 1 of each of the first
             three years following the date when he ceased to be a director. 
             Each installment shall be a percentage of the value of the
             Participant's phantom stock subaccount determined as of the
             business day prior to the distribution.  The first installment
             shall be one-third of the then-current value of the subaccount. 
             The second installment shall be one-half of the then-current
             value of the subaccount.  The third installment shall be the
             full value of the remaining subaccount.

        (c)  Notwithstanding (a) and (b), the Company may, if its Board of
             Directors shall by resolution so determine, pay the full
             remaining balances in one lump sum at any time when the sum of
             such balances is less than $20,000.

        (d)  If a Participant shall cease to be a director by reason of his
             death or if he shall die after he shall be entitled to payment
             hereunder but prior to receipt of all payments hereunder, all
             amounts credited to his account shall be paid to such
             beneficiary as such Participant shall have designated by an
             instrument in writing filed with the Secretary of the Company,
             or in the absence of such designation, to his personal
             representative, in the same manner and at the same intervals as
             such payments would have been made to such Participant had he
             continued to live.

   7.   CONDITIONS

        Until the Participant shall have received full payment hereunder, he
        shall not (i) divulge at any time any confidential information,
        technical or otherwise, obtained by him in his capacity as a
        director, or (ii) take any steps to do anything which would damage or
        reflect adversely on the reputation of the Company.  Any Participant
        who shall fail to comply with either of the foregoing conditions
        shall forfeit all right to receive the balance remaining in his
        account.

   8.   ASSIGNMENT

        Neither the Participant, nor his beneficiary, nor his estate shall
        have any right or power to transfer, assign, pledge, encumber,
        anticipate or otherwise dispose of any rights or any distributions
        payable hereunder.

   9.   PARTICIPANTS' RIGHTS UNSECURED

        The right of any Participant to receive a payment hereunder shall be
        an unsecured claim against the general assets of the Company, wholly
        contingent upon the conditions set forth in paragraph 7.

   10.  AMENDMENTS OF THE PLAN

        The Board of Directors of the Company may amend the Plan at any time,
        without the consent of the Participants or their beneficiaries;
        provided, however, that no amendment shall divest any Participant of
        the right to receive the amounts then credited to his account
        hereunder, subject only to the conditions described in paragraph 7.

   11.  TERMINATION OF PLAN

        The Board of Directors of the Company may terminate the Plan at any
        time.  Upon termination of the Plan, payments in respect of credits
        to Participants' deferred compensation accounts as of the date of
        termination shall be made in the manner and at the time heretofore
        prescribed or, if the Board of Directors so determines, in a lump
        sum.

   12.  EXPENSES

        Costs of administration of the Plan will be paid by the Company.

   13.  TAX WITHHOLDING

        To the extent required by law, the Company shall be entitled to
        withhold from any payments otherwise due hereunder all applicable
        state and federal taxes.