BANTA CORPORATION

                            DIRECTOR STOCK GRANT PLAN


             1.   Purpose.  The purpose of the Banta Corporation Director
   Stock Grant Plan (the "Plan") is to promote the best interests of Banta
   Corporation (the "Company") and its shareholders by providing a means to
   attract and retain competent independent directors and to provide
   opportunities for additional stock ownership by such directors which will
   further increase their proprietary interest in the Company and,
   consequently, their identification with the interests of the shareholders
   of the Company.

             2.   Administration.  The Plan shall be administered by the
   Compensation Committee of the Board of Directors of the Company (the
   "Administrator"), subject to review by the Board of Directors (the
   "Board").  The Administrator may adopt such rules and regulations for
   carrying out the Plan as it may deem proper and in the best interests of
   the Company.  The interpretation by the Board of any provision of the Plan
   or any related documents shall be final.

             3.   Stock Subject to the Plan.  Subject to adjustment in
   accordance with the provisions of paragraph 6, the total number of shares
   of common stock, $.10 par value, of the Company ("Common Stock") available
   for issuance under the Plan shall be 25,000.  Shares of Common Stock to be
   delivered under the Plan shall be made available from presently authorized
   but unissued Common Stock or authorized and issued shares of Common Stock
   reacquired and held as treasury shares, or a combination thereof.  In no
   event shall the Company be required to issue fractional shares of Common
   Stock under the Plan.  Whenever under the terms of the Plan a fractional
   share of Common Stock would otherwise be required to be issued, there
   shall be paid in lieu thereof one full share of Common Stock.

             4.   Eligible Directors and Director Grants.  Each member of the
   Board who is not an employee of the Company or any subsidiary of the
   Company and who is paid a cash retainer fee by the Company for service as
   a director ("Eligible Director") shall be eligible to receive shares of
   Common Stock under the Plan.  After January 1 but before January 15 of
   each year following the effective date of the Plan, each Eligible Director
   shall receive such number of shares of Common Stock equal to the quotient
   (rounded up to the nearest whole number) obtained by dividing 50% of the
   then current annual retainer fee payable to the Company's directors by the
   last sale price of the Common Stock as reported on The Nasdaq Stock Market
   on the last day on which shares of Common Stock are traded in the
   immediately preceding calendar year.  An Eligible Director who is elected
   as a director of the Company for the first time after the foregoing
   payment of Common Stock has been made in any year shall be entitled to
   receive (within 15 calendar days of his or her election) such number of
   shares of Common Stock as is equal to the product (rounded up to the
   nearest whole number) obtained by multiplying the number of shares an
   Eligible Director received under the Plan in the previous January by a
   fraction, the numerator of which is the amount of cash retainer (at the
   then current rate) which the newly-elected director will be paid for the
   remainder of the year and the denominator of which is 50% of the then
   annual retainer fee.  In lieu of the receipt of shares of Common Stock
   under the Plan, an Eligible Director will be allowed to defer such award
   pursuant to the terms of the Company's Deferred Compensation Plan for
   Certain Directors.

             5.   Restrictions on Transfer.  Shares of Common Stock acquired
   under the Plan may not be sold or otherwise disposed of except pursuant to
   an effective registration statement under the Securities Act of 1933, as
   amended, or except in a transaction which, in the opinion of counsel, is
   exempt from registration under said Act.  All certificates evidencing
   shares subject to awards to Eligible Directors may bear an appropriate
   legend evidencing any such transfer restriction.  The Administrator may
   require each Eligible Director receiving an award under the Plan to
   represent in writing that such person is acquiring the shares of Common
   Stock for his or her own account for investment purposes only and without
   a view to the distribution thereof.  All dividends and voting rights for
   shares issued under the Plan shall accrue as of the issue date thereof.

             6.   Adjustment Provisions.  In the event of any change in the
   Common Stock by reason of a declaration of a stock dividend (other than a
   stock dividend declared in lieu of an ordinary cash dividend), stock
   split, spin-off, merger, consolidation, recapitalization, or split-up,
   combination or exchange of shares, or otherwise, the aggregate number of
   shares available under the Plan shall be appropriately adjusted in order
   to prevent dilution or enlargement of the benefits intended to be made
   available under the Plan.

             7.   Amendment of Plan.  The Board shall have the right to amend
   the Plan at any time or from time to time in any manner that it may deem
   appropriate; provided, however, that the provisions of paragraph 4 shall
   not be amended more than once every six months.

             8.   Governing Law.  The Plan, all awards hereunder, and all
   determinations made and actions taken pursuant to the Plan shall be
   governed by the internal laws of the State of Wisconsin and applicable
   federal law.

             9.   Effective Date and Term of Plan.  The effective date of the
   Plan is January 1, 1997.  The Plan shall terminate on such date as may be
   determined by the Board.