BANTA CORP, DEF 14A, 1995-03-15

BANTA CORP
DEF 14A, 1995-03-15
BOOK PRINTING

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. ____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
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14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Banta Corporation
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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or Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by
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<PAGE>
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952

Notice of Annual Meeting of Shareholders
To Be Held April 25, 1995

To the Shareholders of Banta Corporation:

You are hereby notified that the annual meeting of shareholders
of Banta Corporation will be held at the Paper Valley Hotel & Conference
Center, 333 West College Avenue, Appleton, Wisconsin, on Tuesday,
April 25, 1995, at 2:00 p.m., Central Time, for the following purposes:

1. To elect ten directors to serve for the ensuing year.

2. To act upon a proposal to approve the Banta Corporation
1995 Equity Incentive Plan.

3. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March
10, 1995 as the record date for the determination of the shareholders
entitled to notice of and to vote at the annual meeting.

We hope that you will be able to attend the meeting in person,
but if you are unable to do so, please fill in, sign and promptly mail
back the enclosed proxy form, using the return envelope provided. If, for
any reason, you should subsequently change your plans, you can, of course,
revoke the proxy at any time before it is actually voted.

By Order of the Board of Directors
BANTA CORPORATION

Ronald D. Kneezel
Secretary

Menasha, Wisconsin
March 15, 1995

<PAGE>
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 1995

This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of Banta Corporation, a Wisconsin
corporation (the "Company"), beginning on or about March 15, 1995, in
connection with a solicitation of proxies by the Board for use at the
annual meeting of shareholders to be held on Tuesday, April 25, 1995, at
2:00 p.m., Central Time, at the Paper Valley Hotel & Conference Center,
333 West College Avenue, Appleton, Wisconsin, and all adjournments or
postponements thereof (the "Annual Meeting"), for the purposes set forth
in the attached Notice of Annual Meeting of Shareholders.

Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is voted by giving notice thereof to
the Company in writing or in open meeting, by attending the Annual Meeting
and voting in person, or by delivering a proxy bearing a later date.

A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with
the instructions contained therein. The shares represented by executed
but unmarked proxies will be voted FOR the ten persons nominated for
election as directors referred to herein, FOR the proposal to approve the
Banta Corporation 1995 Equity Incentive Plan (the "1995 Plan"), and on
such other business or matters which may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the election of
directors and the proposal to approve the 1995 Plan, the Board has no
knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.

Only holders of record of the Company's common stock, $.10 par
value (the "Common Stock"), at the close of business on March 10, 1995 are
entitled to notice of and to vote at the Annual Meeting. On that date,
the Company had outstanding and entitled to vote 20,137,770 shares of
Common Stock, each of which is entitled to one vote per share.

ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders will elect ten directors
of the Company, each to hold office until the 1996 annual meeting of
shareholders and until his or her successor is duly elected and has
qualified. Set forth below are the Board's nominees to serve as directors
of the Company. Unless shareholders otherwise specify, the shares
represented by the proxies received will be voted in favor of the election
as directors of the ten persons named as nominees herein. The Board has
no reason to believe that any of the listed nominees will be unable or
unwilling to serve as a director if elected. However, in the event that
any nominee should be unable or unwilling to serve, the shares represented
by proxies received will be voted for another nominee selected by the
Board.

The following sets forth certain information, as of March 10,
1995, about each of the Board nominees for election at the Annual Meeting.
Except as otherwise noted, each nominee has engaged in the principal
occupation or employment and has held the offices shown for more than the
past five years.

Principal Occupation; Office, if
Director any, Held in the Company; Other
Name Age Since Directorships

Barry K. Allen 46 1993 President and Chief Operating
Officer of Marquette Electronics,
Inc. (medical equipment and
systems) since September, 1993;
President and Chief Executive
Officer of Illinois Bell, Inc. from
July, 1993 to September, 1993;
President and Chief Executive
Officer of Wisconsin Bell, Inc.
from 1989 to July, 1993; Director
of Harley Davidson, Inc. and
Marquette Electronics, Inc.

Jameson A. Baxter 51 1991 President, Baxter Associates
(management and financial
consulting); President, Hubbard
Securities, Inc. (securities
dealer); Trustee of The Putnam
Funds.

Donald D. Belcher 56 1994 President and Chief Executive
Officer of the Company since
January 1, 1995; President and
Chief Operating Officer of the
Company from September 1, 1994 to
January 1, 1995; Senior Group Vice
President of Avery Dennison
Corporation (diversified
manufacturing company) from 1990
until joining the Company.

George T. Brophy 60 1986 Chairman, Chief Executive Officer
and President of ABTco, Inc.
(building materials) since October,
1992; Chairman of GTB Enterprises
(venture capital and consulting
firm) from 1989 to 1992; Director
of ABTco, Inc.

William J. Cadogan 46 1993 Chairman since November, 1993,
Chief Executive Officer since
November, 1991, and President since
May, 1990 of ADC
Telecommunications, Inc.
(transmission, networking and
broadband connectivity products);
Senior Vice President of ADC
Telecommunications, Inc. from 1987
until 1990; Director of ADC
Telecommunications, Inc. and
Advanced Circuits Corp.

Richard L. Gunderson 61 1995 Chairman, President and Chief
Executive Officer of Aid
Association for Lutherans
(fraternal benefit society
providing insurance and financial
services).

Gerald A. Henseler 54 1982 Executive Vice President and Chief
Financial Officer of the Company
since 1992; Senior Vice President,
Chief Financial Officer and
Treasurer of the Company prior
thereto.

Bernard S. Kubale 66 1973 Partner, law firm of Foley &
Lardner, Milwaukee, Wisconsin;
Director of Consolidated Papers,
Inc. and Schultz Sav-O-Stores, Inc.

Donald Taylor 67 1988 Associate, Sullivan Associates (a
director candidate search firm)
since 1992; Managing Director, USA,
Anatar Investments Limited
(international venture capital
specialist) from 1989 to 1992;
Director of Harnischfeger
Industries, Inc. and Johnson
Controls, Inc.

Allan J. Williamson 63 1966 President of Banta Company, a
division of the Company, since
January, 1991; Executive Vice
President of Banta Company prior
thereto.

Directors are elected by a plurality of the votes cast (assuming
a quorum is present). An abstention from voting will be tabulated as a
vote withheld on the election, and will be included in computing the
number of shares present for purposes of determining the presence of a
quorum but will not be considered in determining whether each of the
nominees has received a plurality of the votes cast at the Annual Meeting.
A broker or nominee holding shares registered in its name, or the name of
its nominee, which are beneficially owned by another person and for which
it has not received instructions as to voting from the beneficial owner,
has the discretion to vote the beneficial owner's shares with respect to
the election of directors.

THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES
OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED
"FOR" ALL NOMINEES.

BOARD OF DIRECTORS

General

The Board held six meetings in 1994. Each director, other than
Mr. Cadogan, attended at least 75% of the aggregate of (a) the total
number of meetings of the Board and (b) the total number of meetings held
by all committees of the Board on which the director served during 1994.

The Company has Audit, Compensation and Nominating Committees of
the Board. The Audit Committee consists of Messrs. Allen, Kubale and
Taylor (Chairperson). The principal functions performed by the Audit
Committee, which met two times in 1994, are to meet with the Company's
independent public accountants before the annual audit to review
procedures and the scope of the audit; to review the results of the audit;
to review the financial control mechanisms used by the Company and the
adequacy of the Company's accounting and financial controls; and to
annually recommend to the Board a firm of independent public accountants
to serve as the Company's auditors. The Compensation Committee consists
of Ms. Baxter and Messrs. Allen, Brophy, Cadogan, Gunderson, Kubale
(Chairperson), Taylor and Curtis W. Tarr. Mr. Tarr will retire as a
director effective at the time of the Annual Meeting. The principal
functions of the Compensation Committee, which met five times in 1994, are
to administer the Company's equity incentive plans, deferred compensation
plans, Management Incentive Award Plan and Long Term Incentive Plan; to
annually evaluate salary grades and ranges; to establish guidelines
concerning average compensation increases; and to specifically establish
compensation of all officers, directors and subsidiary or division
presidents. The Nominating Committee consists of Ms. Baxter (Chairperson)
and Messrs. Kubale, Tarr, Williamson and Calvin W. Aurand, Jr. Mr. Aurand
will retire as a director effective at the time of the Annual Meeting.
The principal functions of the Nominating Committee, which met one time in
1994, are to recommend persons to be selected by the Board as nominees for
election as directors; to recommend persons to be elected to fill any
vacancies on the Board; and to consider and recommend to the Board
qualifications for the office of director and policies concerning the term
of office of directors and the composition of the Board. The Nominating
Committee will consider persons recommended by shareholders to become
nominees. Recommendations for consideration by the Nominating Committee
should be sent to the Secretary of the Company in writing together with
appropriate biographical information concerning each proposed nominee.

Director Compensation

Directors of the Company, other than full time employees and
Mr. Kubale, receive an annual retainer fee of $20,000 plus $1,000 for
every meeting of the Board they attend and $1,000 ($1,250 for the
committee chairperson) for every committee meeting they attend, unless
such committee meeting is held in conjunction with a Board meeting. A
director may elect to defer all or any part of the foregoing cash
compensation, in which case the amount deferred will be paid in three
annual installments after such person ceases to be a director and will be
credited with interest at the prime rate.

In addition to the compensation described above, Messrs. Allen
and Cadogan automatically received an option for 1,000 shares of Common
Stock at a per share exercise price of $36.25 on April 27, 1994 in
accordance with the terms of the Company's 1991 Stock Option Plan (the
"1991 Plan"). Upon his election to the Board effective January 1, 1995,
Mr. Gunderson automatically received an option for 3,000 shares of Common
Stock at a per share exercise price of $30.25 in accordance with the 1991
Plan. Under the terms of the 1991 Plan, each person when first elected as
a non-employee director of the Company automatically receives an option
for 3,000 shares of Common Stock. In its current form, the 1991 Plan
provides that, subsequent to the initial grant, each non-employee director
(who continues to serve in such capacity) automatically receives an option
to purchase an additional 1,000 shares of Common Stock on the day after
the next two succeeding annual meetings of shareholders. Options granted
to non-employee directors under the 1991 Plan become exercisable six
months after the date of grant, except that if the non-employee director
ceases to be a director by reason of death, disability or retirement
during such six-month period, the option will become immediately
exercisable in full. Options granted to non-employee directors under the
1991 Plan terminate on the earlier of (a) five years after the date of
grant, (b) six months after the non-employee director ceases to be a
director by reason of death, or (c) three months after the non-employee
director ceases to be a director for any reason other than death.

Contingent upon shareholder approval of the 1995 Plan at the
Annual Meeting, the 1991 Plan has been amended such that no additional
options will be granted to non-employee directors thereunder. Assuming
that the 1995 Plan is approved by shareholders, the non-employee directors
will automatically be granted options under that Plan. See "1995 Plan."

On August 25, 1994, Mr. Allen exercised an option granted under
the 1991 Plan for 1,000 shares and realized a gain of $1,625, and on
November 1, 1994, Ms. Baxter exercised an option granted under the 1991
Plan for 1,000 shares and realized a gain of $14,330. No other options
were exercised by non-employee directors under the 1991 Plan during fiscal
1994.

Effective January 1, 1995, non-employee directors of the Company
are also entitled to retirement benefits pursuant to a plan adopted by the
Company. For a non-employee director who is fully vested under this plan,
the annual amount of the benefit will be one-half of the retainer paid to
active directors at the time of retirement of the non-employee director.
The benefit will be payable commencing after the director's 65th birthday
or subsequent retirement from the Board, whichever is later. The
retirement benefit will be payable for the number of whole years, up to a
maximum of ten, that the director was a non-employee director of the
Company. A non-employee director has no vested interest in the retirement
benefit until the completion of three full years of service as a non-
employee director. At that time, the benefit is 30% vested, and an
additional 10% of the benefit vests with each additional year of service.
The vested benefit is payable to a non-employee director's designated
beneficiary if the director dies before receipt of the full benefit.

STOCK OWNERSHIP OF MANAGEMENT

The following table sets forth information, as of March 10,
1995, regarding beneficial ownership of Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation
Table set forth below, and all of the directors and executive officers as
a group. Except as otherwise indicated in the footnotes, all of the
persons listed below have sole voting and investment power over the shares
of Common Stock identified as beneficially owned.

Name of Beneficial Owner Amount and Nature of Percent of
Beneficial Class
Ownership(1)

Barry K. Allen . . . . . . . . 5,000 *
Calvin W. Aurand, Jr.(2) . . . 81,697 *
Jameson A. Baxter . . . . . . 8,250 *
Donald D. Belcher . . . . . . 10,000 *
George T. Brophy . . . . . . . 7,650 *
William J. Cadogan . . . . . . 4,200 *
Richard L. Gunderson . . . . . 1,500 *
Gerald A. Henseler . . . . . . 84,352(3) *
Bernard S. Kubale . . . . . . 11,550 *
Curtis W. Tarr(2) . . . . . . 7,510 *
Donald Taylor . . . . . . . . . 8,250 *
Allan J. Williamson . . . . . 133,505 *
Dennis J. Meyer . . . . . . . 1,800 *
John E. Tiffany . . . . . . . 7,235(4) *
All directors and executive
officers as a group (17
persons) . . . . . . . . . . 418,670 2.1%
________________
* Less than one percent.

(1) Includes shares subject to currently exercisable options and options
exercisable within 60 days of March 10, 1995 as follows: Mr. Allen,
3,000 shares; Mr. Aurand, 67,500 shares; Ms. Baxter, 6,500 shares;
Mr. Brophy, 7,500 shares; Mr. Cadogan, 4,000 shares; Mr. Henseler,
13,750 shares; Mr. Kubale, 7,500 shares; Mr. Tarr, 1,500 shares;
Mr. Taylor, 7,500 shares; Mr. Williamson, 20,400 shares; Mr. Tiffany,
1,450 shares; and all directors and executive officers as a group,
171,200 shares.

(2) Messrs. Aurand and Tarr will retire as directors effective at the
time of the Annual Meeting.

(3) Includes 18,610 shares held by Mr. Henseler's spouse and 4,966 shares
held by trusts for the benefit of Mr. Henseler's daughter. Mr.
Henseler shares voting and investment power over these shares.

(4) Includes 1,713 shares held by Mr. Tiffany's spouse. Mr. Tiffany
shares voting and investment power over these shares.

EXECUTIVE COMPENSATION

Summary Compensation Information

The following table sets forth certain information for each of
the last three fiscal years concerning compensation awarded to, earned by
or paid to the person who served as the Company's Chief Executive Officer
during fiscal 1994 and each of its four other most highly compensated
executive officers whose total cash compensation exceeded $100,000 in
fiscal 1994. The persons named in the table are sometimes referred to
herein as the "named executive officers."

<TABLE>
Summary Compensation Table
<CAPTION>

Long Term Compensation
-----------------------------
Annual Compensation (1) Awards Payouts
-------------------------- ---------- ------------
Securities
Underlying LTIP All Other
Name and Principal Position Year Salary Bonus (2) Options Payouts (3) Compensation (4)

<S> <C> <C> <C> <C> <C> <C>
Calvin W. Aurand, Jr. 1994 $410,000 $256,947 --- $92,625 $7,079
Chairman of the Board (5) 1993 380,000 233,054 15,000 74,729 6,956
1992 350,000 238,000 22,500 --- 3,964

Gerald A. Henseler 1994 257,000 135,362 8,000 57,498 6,729
Executive Vice President 1993 234,000 120,112 7,000 45,026 6,637
and Chief Financial 1992 216,667 125,667 9,000 --- 2,884
Officer

Allan J. Williamson 1994 208,000 117,868 8,000 48,222 4,401
President of Banta 1993 198,000 131,671 6,000 39,702 4,309
Company, a division of 1992 187,500 107,761 9,000 --- 2,649
the Company

John E. Tiffany 1994 160,000 68,272 5,500 36,969 3,474
Vice President 1993 151,000 62,408 5,000 30,529 3,288
Manufacturing 1992 144,000 69,120 7,500 --- 1,091

Dennis J. Meyer 1994 149,065 78,272 6,000 --- 1,554
Vice President 1993 --- --- --- --- ---
Marketing and Planning 1992 --- --- --- --- ---
(6)

<FN>
_________________________

(1) Certain personal benefits provided by the Company to the named
executive officers are not included in the table. The aggregate
amount of such personal benefits for each named executive
officer in each year reflected in the table did not exceed the
lesser of $50,000 or 10% of the sum of such officer's salary and
bonus in each respective year.

(2) Consists of awards under the Company's Management Incentive
Award Plan, which is a performance-based bonus plan. The bonus
amount for Mr. Meyer also includes a $10,000 bonus paid at the
commencement of his employment with the Company.

(3) Consists of awards under the Company's Long Term Incentive Plan,
with respect to successive three-year performance periods. The
initial performance period ended in fiscal 1993.

(4) For fiscal 1994, includes Company matching contributions under
the Company's Incentive Savings Plan, which is a profit sharing
plan under Section 401(k) of the Internal Revenue Code, of
$4,620, $3,465, $3,465, $2,662 and $1,554 for Messrs. Aurand,
Henseler, Williamson, Tiffany and Meyer, respectively, and
premiums for disability insurance in excess of the coverage
provided other salaried employees in the amounts of $2,459,
$3,264, $936 and $812 paid by the Company on behalf of Messrs.
Aurand, Henseler, Williamson and Tiffany, respectively.

(5) Mr. Aurand retired as Chief Executive Officer of the Company on
December 31, 1994 and will retire as an officer of the Company
on April 30, 1995. Mr. Belcher, who joined the Company in
September, 1994, succeeded Mr. Aurand as Chief Executive Officer
on January 1, 1995.

(6) Mr. Meyer was appointed Vice President Marketing and Planning on
January 10, 1994.
</TABLE>

Stock Options

The Company has in effect equity plans pursuant to which options
to purchase Common Stock may be granted to key employees (including
executive officers) of the Company and its subsidiaries. The following
table presents certain information as to grants of stock options made
during fiscal 1994 to each of the named executive officers, other than Mr.
Aurand who was not granted options in fiscal 1994 due to his impending
retirement.

<TABLE>
Option Grants in 1994 Fiscal Year
<CAPTION>
Grant Date
Individual Grants Value
--------------------------------------------------------------------------------------------- -----------
Percentage of
Number of Total Options
Securities Granted to Exercise or Grant Date
Underlying Employees in Base Price Expiration Present
Name Options Granted (1) Fiscal Year ($/share) Date Value (2)

<S> <C> <C> <C> <C> <C>
Gerald A. Henseler . . 8,000 2.9% $31.00 10/31/99 $81,680
Allan J. Williamson . 8,000 2.9 31.00 10/31/99 81,680
John E. Tiffany . . . 5,500 2.0 31.00 10/31/99 56,155
Dennis J. Meyer . . . 6,000 2.1 31.00 10/31/99 61,260

<FN>
_________________________
(1) The options reflected in the table (which are nonstatutory stock
options for purposes of the Internal Revenue Code) were granted on
November 1, 1994 and vest 25% at the end of one year from the date of
grant, 50% at the end of two years and 100% at the end of three
years. The options are subject to early vesting in the case of the
optionee's death, disability or retirement after reaching age 65.

(2) The option values presented are based on the Black-Scholes option
pricing model adopted for use in valuing stock options. Material
assumptions and adjustments incorporated in the Black-Scholes model
in estimating the values of the options reflected in the table above
include the following: (a) an exercise price of the option equal to
the fair market value of the underlying stock on the date of grant;
(b) a risk-free rate of return equal to 7.72%, representing the
interest rate on a U.S. Treasury security with a maturity date
corresponding to the term of the option; (c) volatility of 26.5%,
which was calculated using daily Common Stock prices for the one-year
period prior to the date of grant; (d) a dividend yield equal to
1.68%, representing the dividend yield on the Common Stock as of the
date of grant; and (e) an option term of five years. The actual
value, if any, that an optionee may realize upon exercise will depend
on the excess of the price of the Common Stock over the option
exercise price on the date that the option is exercised. There is no
assurance that the value realized by an optionee will be at or near
the value estimated under the Black-Scholes model.
</TABLE>

The following table sets forth information regarding the
exercise of stock options by each of the named executive officers during
the 1994 fiscal year and the fiscal year-end value of unexercised options
held by such officers.

<TABLE>
Aggregated Option Exercises in 1994
Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options at Fiscal
Shares Acquired Value Options at Fiscal Year-End Year-End (1)
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
Calvin W. Aurand, Jr. 17,125 $311,204 45,000 22,500 $495,975 $60,975
Gerald A. Henseler 3,450 61,668 13,750 17,750 123,765 24,390
Allan J. Williamson 7,500 127,837 20,400 17,000 232,440 24,390
John E. Tiffany 3,375 50,287 6,125(2) 13,000 49,912 20,325
Dennis J. Meyer 0 0 0 6,000 0 0

<FN>
_________________________

(1) The dollar values are calculated by determining the difference
between the fair market value of the underlying Common Stock and the
exercise price of the options at exercise or fiscal year-end, as the
case may be.

(2) Includes options covering 4,675 shares of Common Stock which were
exercised by Mr. Tiffany on March 1, 1995.
</TABLE>

Long Term Incentive Plan

During fiscal 1994, each of the named executive officers was
designated as a participant under the Company's Long Term Incentive Plan
(the "LTIP") for the 1994 to 1996 performance period. Information
regarding such participation is set forth below. Awards, if any, earned
for the 1994 to 1996 performance period will be paid in early 1997.

<TABLE>
Long Term Incentive Plan - Participation in 1994 Fiscal Year (1)
<CAPTION>
Performance or
Other Period Estimated Future Payouts
Until Maturation --------------------------------
Name or Payout Threshold Target Maximum

<S> <C> <C> <C> <C>
Calvin W. Aurand, Jr. (2) --- --- ---
Gerald A. Henseler 1994 to 1996 $34,031 $68,063 $102,094
Allan J. Williamson Fiscal Years 26,750 53,500 80,250
John E. Tiffany 20,438 40,875 61,313
Dennis J. Meyer 20,500 41,000 61,500

<FN>
_________________________

(1) The LTIP (which was adopted in 1991) provides for cash awards to
officers and other key employees of the Company with respect to
successive three-year performance periods. Awards for a performance
period under the LTIP are based upon attainment of goals established
for the Company as a whole with respect to such performance period.
For the 1994 to 1996 performance period (comparable to prior
performance periods), awards will be based on the achievement of a
specified return on equity. Awards under the LTIP range from 12.5%
to 37.5% of a participant's average base salary during the
performance period depending upon whether the threshold, target or
maximum performance goals are achieved. The estimated future payouts
set forth above are based on the average of the 1994 and 1995 base
salaries of the named executive officers.

(2) Due to his retirement, Mr. Aurand will not be eligible to earn an
LTIP payout for the 1994 to 1996 performance period.
</TABLE>

Pension Plan Benefits

The following table sets forth the estimated annual pension
benefits payable to a covered participant at normal retirement age under
the Company's Salaried Employees Pension Plan as well as under the
Company's Supplemental Retirement Plan (which, in part, provides benefits
that would otherwise be denied participants by reason of certain Internal
Revenue Code limitations on qualified benefit plans) based upon
remuneration that is covered under the plans and years of service with the
Company and its subsidiaries.

<TABLE>
Pension Plan Table
<CAPTION>
Average Monthly Yearly Pension After
Compensation in Five Specified Years of Service
Highest Consecutive -----------------------------------------------------------
Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years

A participant's remuneration covered by the Company's pension
plans is such participant's base salary. The base salaries paid for each
of the last three fiscal years to the named executive officers are set
forth in the Summary Compensation Table. As of December 31, 1994, Messrs.
Aurand, Henseler, Williamson, Tiffany and Meyer had completed 6, 28, 32, 6
and 1 years of credited service under the Company's pension plans,
respectively. Benefits shown in the table are computed as a straight
single life annuity assuming retirement at age 65. The benefits reflected
in the table are subject to reduction for Social Security benefits.

Agreements with Named Executive Officers

The Company has agreements with Messrs. Williamson and Henseler
which provide for certain benefits in the event of termination of
employment after a change of control of the Company. The principal
benefits are: (a) a bonus under any Company bonus or incentive plan or
plans for the year in which termination occurs; (b) continued salary
payments and life insurance and medical and disability insurance for a
maximum of four years, with reduced payments for a surviving spouse; (c)
additional pension benefits to fully or partially compensate for the
reduction of benefits under the Company's pension plan due to termination
of employment; and (d) full exercise rights for all stock options for
three months following termination of employment. These benefits are made
available if the executive officer's employment is terminated by the
Company other than for cause as defined in the agreements or if he
terminates his employment because of significant changes made in his
working conditions or status without his consent. Continued salary
payments and insurance benefits are to be reduced by corresponding
payments and benefits obtained from any successor employer. The
transactions which are deemed to result in a "change of control" of the
Company for purposes of the agreements include: (1) the acquisition of
more than 30% of the voting stock of the Company by any person,
organization or group; (2) the sale of all or substantially all of the
Company's business or assets; (3) a consolidation or merger, unless the
Company or a subsidiary is the surviving corporation; (4) the acquisition
of assets or stock of another entity if in connection with the acquisition
new persons become directors of the Company and constitute a majority of
the Board; and (5) the election in opposition to the nominees proposed by
management of two or more directors in any one election on behalf of any
person, organization or group.

The Company has agreements, with Messrs. Aurand, Tiffany, Meyer
and certain other officers and key employees which, in addition to
benefits similar to those described in (a), (c) and (d) above, provide for
continued employment for periods of from one to three years after a change
of control (the "Employment Period") and for lump-sum termination payments
ranging from a minimum of one year's salary and bonus to a maximum of
three year's salary and bonus if employment is terminated during the
Employment Period by the Company (other than for cause or disability) or
by the executive due to significant changes in his working conditions or
status without his consent. The agreements also provide the foregoing
benefits in connection with certain terminations which are effected in
anticipation of a change of control. During the Employment Period, the
executive's employee benefits such as health, accident and life insurance
will be continued until comparable benefits are available from a new
employer. The termination payment and amount of benefits may be reduced
to the extent necessary to avoid an "excess parachute payment" under the
Internal Revenue Code but if, notwithstanding any such reduction, the
executive is required to pay any excise tax, penalties or interest with
respect to the termination payment and benefits, the Company is required
to make a cash payment to him designed to compensate for such taxes,
penalties and interest. In addition, the Company has agreed to pay Mr.
Aurand a severance payment of one year's salary if his employment is
terminated by the Company other than for cause or disability prior to a
change of control. Mr. Meyer also has a severance agreement with the
Company pursuant to which he would receive a severance payment of up to
one year's salary if he is terminated after April 30, 1995 and prior to
April 30, 1996.

The Company has deferred compensation plans for key employees in
which the named executive officers are eligible to participate and which
provide for deferral of salary payments. Payments under the deferred
compensation plans generally commence following retirement of the
participant. However, in the event of a change of control, a participant
in the deferred compensation plans will receive a lump sum payment. The
lump sum payment will be equal to the present value of the participant's
future benefits if the participant is receiving benefits at the time of
such change of control or the amount standing to the participant's credit
in his or her deferred compensation account if the participant is not
otherwise entitled to receive benefits at the time of such change of
control. Amounts paid under the Management Incentive Award Plan and the
LTIP also are subject to deferral at the election of the participants.
Payment of such deferred amounts generally begins following the retirement
of the participant and is not subject to acceleration in the event of a
change of control of the Company. The Company has entered into an
executive trust agreement with Firstar Trust Company to provide a means of
segregating assets for the payment of these benefits (as well as benefits
under the Company's Supplemental Retirement Plan), subject to claims of
the Company's creditors. Such trust is only nominally funded until the
occurrence of a potential change of control.

The Company also has an agreement with Mr. Williamson providing
for monthly payments of $3,000 to him following retirement for a period of
120 months. In the event of death after retirement and prior to receipt
of all payments, any remaining payments are to be made to Mr. Williamson's
designated beneficiary or estate. Payments under the agreement may be
forfeited in the event Mr. Williamson engages in specified competitive
activities during the first four years following retirement. In addition,
the Company has an agreement with Mr. Henseler providing for monthly
payments of $2,000 for 120 months in the event that Mr. Henseler's
employment is terminated by the Company or as a result of his death or if
Mr. Henseler retires after age 62. The agreement provides that Mr.
Henseler may designate a beneficiary to receive the payments to which he
is entitled in the event of his death prior to the receipt of any or all
such payments. Payments under the agreement may be forfeited in the event
Mr. Henseler engages in specified competitive activities during the first
four years following his retirement or such termination.

In connection with his retirement as an officer of the Company
effective April 30, 1995, Mr. Aurand has entered into an agreement with
the Company pursuant to which he will provide consulting services to the
Company for a period of three years following his retirement. In
consideration for such services, Mr. Aurand will be paid $5,000 per month
for the first year, $4,000 per month for the second year, and $1,000 per
month for the third year. The agreement also contains a three-year
covenant not-to-compete for which Mr. Aurand will receive $3,000 per month
for a period of ten years. In addition, the agreement will provide Mr.
Aurand with ten years of credited service under the Company's Supplemental
Retirement Plan effective upon his retirement. The agreement allows Mr.
Aurand to designate a beneficiary to receive payments to which he is
entitled in the event of his death.

Board Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board is responsible for the
various aspects of the Company's compensation package offered to its
executive officers, including the named executive officers. The following
is the report of the Compensation Committee:

Policies Governing Executive Compensation. The Company's
general policies relating to executive compensation are: (a) to establish
a direct link between executive compensation and the annual, intermediate-
term and long-term performance of the Company; (b) to provide performance-
based compensation opportunities (including equity-based awards) which
allow executive officers to earn rewards for maximizing shareholder value;
(c) to attract and retain the key executives necessary for the Company's
long-term success; and (d) to reward individual initiative and the
achievement of specified goals. In applying these general policies, the
Compensation Committee's objective has been to ensure that a significant
portion of the compensation paid to more senior executive officers, such
as the named executive officers, be incentive-based since these
individuals have more control and responsibility for the Company's
direction and performance. The Compensation Committee's intent is that
there would be greater variability in the levels of compensation paid to
these officers which is directly linked to Company performance.

Executive Compensation Package. As reflected under the section
entitled "Executive Compensation," the Company's executive compensation
package consists of a mix of salary, bonus awards and stock option grants
as well as benefits under the employee benefit plans offered by the
Company. At the Annual Meeting, the Company is also seeking shareholder
approval of the 1995 Plan. See "1995 Plan." If the 1995 Plan is approved
by shareholders, the Compensation Committee will have the authority to
grant types of equity-based awards not currently used (e.g., stock
appreciation rights, restricted stock and performance shares).

In setting and adjusting executive salaries, including the
salaries of the Chief Executive Officer and the other named executive
officers, the Compensation Committee, in conjunction with independent
compensation consultants, compares the base salaries paid or proposed to
be paid by the Company with the ranges of salaries paid by corporations of
similar size relative to the Company and operating in comparable
industries. In establishing salaries for 1994, the Compensation Committee
reviewed salary data compiled by the Company's independent compensation
consultants, including data for Fortune 1000 companies in the printing and
publishing industries. Although this comparison group included some of
the companies constituting the peer group described in the section
entitled "Performance Information," the comparison group considered by the
Compensation Committee was much larger than the peer group. It is the
judgment of the Compensation Committee that a review of the compensation
practices of a broader range of companies is appropriate in establishing
competitive salary ranges for the Company's executive officers. The
relative financial performance of the companies in the comparison group
was not directly considered by the Compensation Committee in setting base
salaries for the Company's executive officers.

Using the salary ranges derived from a review of the comparison
group companies as a guide, the Compensation Committee established base
salary levels for the Company's executive officers at or around the median
level of prevailing market practice. For 1994, the Compensation Committee
increased the minimum, midpoint and maximum ranges for each salary grade
by 3.5%. The Compensation Committee also approved a 4.5% guideline for
1994 executive officer base salary increases, subject to individual
variances to reflect above or below average performance. In establishing
salaries for each individual executive officer, Mr. Aurand, as the
Company's Chief Executive Officer, made specific recommendations for
salary adjustments (other than his own) to the Compensation Committee
based on the foregoing guidance provided by the Committee as well as a
review of industry comparables, the level of responsibility delegated to
the particular executive officer, the expertise and skills offered by each
officer and the officer's individual job performance. These various
factors were considered on a case-by-case basis and no specific formula
was used to give any one factor a relative weight as compared to the
others. The Compensation Committee reviewed Mr. Aurand's recommendations
and then made final decisions on the base salaries to be paid by the
Company. Although base salary levels established for the Company's
executive officers in 1994 were not directly tied to any specific measure
of corporate performance, the Compensation Committee did consider the
cumulative total return on the Common Stock over the last several years in
reaching its final decision on compensation levels. See "Performance
Information." The Compensation Committee also reviewed and fixed the base
salary of Mr. Aurand for 1994 based on similar competitive compensation
data and individual job performance criteria. The base salary paid to Mr.
Aurand for fiscal 1994 was $410,000.

In addition to base salary, it is the policy of the Compensation
Committee to provide a substantial portion of each executive officer's
total compensation through annual and intermediate-term incentive plans
which provide awards based on Company performance. The purpose of these
plans is to more closely align compensation to the Company's annual and
intermediate-term financial performance and to reward key employees for
the achievement of certain other specified goals.

The Company's Management Incentive Award Plan allows key
employees of the Company (including the Chief Executive Officer and the
other named executive officers) to earn cash bonus awards in any year in
which the Company's return on equity equals or exceeds 13% and certain
other Company-wide and, where appropriate, divisional goals are achieved.
The Company-wide and divisional goals established under the Management
Incentive Award Plan are reviewed and approved on an annual basis by the
Compensation Committee. Under the Plan, and assuming that the return on
equity threshold is achieved, awards paid to executive officers serving in
one of the Company's divisions are based 25% on the achievement of an
established goal for pre-tax earnings on a Company-wide basis and 75% on
the achievement of specific divisional goals. The divisional goals are
tailored on an annual basis to reflect management's objectives regarding
each individual division. In 1994, each division had as its primary
divisional goal a target relating to either operating income or pre-tax
earnings. Executive officers who have corporate (as compared with
divisional) responsibilities receive bonus awards under the Management
Incentive Award Plan based on the Company meeting the return on equity
threshold and achieving a pre-tax earnings target. Awards under the Plan
are made on a continuum subject to minimum, targeted and maximum amounts
and reflect varying percentages of salary based on the individual's
respective salary grade. Subject to certain limitations, special awards
may be made to specified participants even if the return on equity target
is not met if the Compensation Committee determines that such participants
contributed substantially to improved performance. Bonuses paid to the
named executive officers for 1994 performance under the Management
Incentive Award Plan are reflected in the "Bonus" column of the Summary
Compensation Table. The bonus paid to Mr. Aurand for 1994 ($256,947) was
based on the Company surpassing the 13% target for return on equity and
achieving a specified goal relating to pre-tax earnings on a Company-wide
basis. The award to Mr. Aurand was between the targeted and maximum
amounts available under the Management Incentive Award Plan.

The LTIP is intended to provide intermediate-term performance
incentives for the Company's key employees, including the named executive
officers. The LTIP offers cash awards for the achievement of specified
targets for return on equity over successive three-year performance
periods. If the performance targets are met, the magnitude of awards
under the LTIP will be based on the extent to which goals are achieved or
surpassed and the particular employee's salary grade. For the performance
period ended December 31, 1994, the Company achieved a three-year return
on equity resulting in awards to participants between the threshold and
targeted amounts. Based on this performance and his salary grade, Mr.
Aurand was awarded $92,625 under the LTIP for the performance period ended
December 31, 1994.

The Company's executive compensation package also includes stock
option grants. Options granted by the Company have a per share exercise
price of 100% of the fair market value of a share of Common Stock on the
date of grant and, accordingly, the value of the option will be dependent
on the future market value of the Common Stock. It has been the policy of
the Compensation Committee that options should provide a long-term
incentive and align the interests of management with the interests of
shareholders. Assuming that shareholders approve the 1995 Plan at the
Annual Meeting, the Compensation Committee also will have the authority to
make equity awards other than stock options. No decision has been made to
date as to the types of awards that may be made to the executive officers
under the 1995 Plan.

The number of shares of Common Stock subject to options granted
to the Company's executive officers has historically been based primarily
on the relative salary grade of each officer. The Compensation Committee
has also considered the amounts and terms of prior grants in making new
option grants in each year. In addition, the Compensation Committee has
indicated its intent to review the number and value of options granted by
selected peer companies in making option grants to the Company's executive
officers in the future. By tying a portion of each executive officer's
overall compensation to stock price through the grant of options, the
Compensation Committee seeks to enhance its objective of providing a
further incentive to maximize long-term shareholder value. Due to his
impending retirement, Mr. Aurand was not granted stock options during
fiscal 1994.

In connection with the Company's stock-based plans, the
Compensation Committee endorses the policy that stock ownership by
management is an important factor in aligning the interests of management
and the Company's shareholders. The Compensation Committee has adopted
stock ownership guidelines that are intended to encourage stock ownership
by management. Under these guidelines, management personnel are expected
to own a specified number of shares of Common Stock depending upon their
respective salary grade. These guidelines were adopted in 1994 and are
being phased in over a period of years. It is the Compensation
Committee's intent that an individual's compliance with the stock
ownership guidelines will be considered in determining the size of any
future stock-based grants.

In early 1995, the Company entered in an agreement with Mr.
Aurand in connection with his retirement. A description of this agreement
is included under the caption "Agreements with Named Executive Officers."

The Compensation Committee's policy with respect to other
employee benefit plans is to provide competitive benefits to the Company's
employees, including executive officers, to encourage their continued
service with the Company. In the Compensation Committee's view, a
competitive benefit package is an essential component to achieving the
Company's goal of being able to attract new key employees from time to
time as events warrant.

Under Section 162(m) of the Internal Revenue Code, the tax
deduction by corporate taxpayers, such as the Company, is limited with
respect to the compensation of certain executive officers unless such
compensation is based upon performance objectives meeting certain
regulatory criteria or is otherwise excluded from the limitation. Based
upon the Compensation Committee's commitment to link compensation with
performance as described in this report, the Compensation Committee
currently intends to qualify compensation paid to the Company's executive
officers for deductibility by the Company under Section 162(m) of the
Internal Revenue Code.

BANTA CORPORATION
COMPENSATION COMMITTEE

Bernard S. Kubale, Chairperson
Barry K. Allen
Jameson A. Baxter
George T. Brophy
William J. Cadogan
Richard L. Gunderson
Curtis W. Tarr
Donald Taylor

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Ms. Baxter and Messrs. Allen,
Brophy, Cadogan, Gunderson, Kubale (Chairperson), Tarr and Taylor. Mr.
Kubale is a partner in the law firm of Foley & Lardner, Milwaukee,
Wisconsin. Foley & Lardner has served as legal counsel to the Company for
many years. Mr. Tarr will retire as a director effective at the time of
the Annual Meeting. Mr. Gunderson became a director of the Company and a
member of the Compensation Committee effective January 1, 1995.

PERFORMANCE INFORMATION

Set forth below is a line graph comparing during the last five years
the Company's cumulative total shareholder return with the cumulative
total return of companies in the Standard & Poor's 500 Stock Index and
companies in a peer group selected in good faith by the Company. The
total return information presented in the graph assumes the reinvestment
of dividends. The companies in the peer group comparison are: American
Business Products Inc.; Bowne and Company Inc.; CSS Industries, Inc.;
Cadmus Communications Corp.; Courier Corp.; Devon Group, Inc.; Duplex
Products Inc.; Ennis Business Forms Inc.; John H. Harland Company;
Reynolds and Reynolds Company; Standard Register Company; Wallace Computer
Services Inc.; and Waverly, Inc. All of these companies are in the
graphic arts industry. The returns of each component company in the peer
group have been weighted based on such company's relative market
capitalization.

Comparison of Five Year Cumulative Total Return
Among Banta Corporation, S&P 500 Index and Peer Group Companies

[STOCK PERFORMANCE CHART]

December 31,
1989 1990 1991 1992 1993 1994

Banta Value . . . . . . . $100 $110 $132 $191 $254 $215
S&P 500 Composite . . . . 100 97 126 136 150 152
Peer Index . . . . . . . 100 76 109 126 154 151

1995 PLAN

General

The purpose of the 1995 Plan is to promote the best interests of the
Company and its shareholders by providing key employees of the Company and
its affiliates, and members of the Board who are not employees of the
Company or its affiliates, with an opportunity to acquire a proprietary
interest in the Company. The 1995 Plan is intended to promote continuity
of management and to provide increased incentive and personal interest in
the welfare of the Company by those key employees who are primarily
responsible for shaping and carrying out the long-range plans of the
Company and securing the Company's continued growth and financial success.
In addition, by encouraging stock ownership by directors who are not
employees of the Company or its affiliates, the Company seeks to attract
and retain on the Board persons of exceptional competence and to provide a
further incentive to serve as a director of the Company.

The Company currently has in effect the 1991 Plan. As of March 1,
1995, 942,666 shares of Common Stock were subject to outstanding options
and 192,551 shares remained available for the granting of additional
options under the 1991 Plan. To the extent outstanding options under the
1991 Plan expire unexercised, are cancelled or are terminated, the shares
subject thereto will be available for the granting of additional options
thereunder. The Company also has in effect the 1987 Nonstatutory Stock
Option Plan under which 152,929 shares of Common Stock were subject to
outstanding options as of March 1, 1995. No additional options may be
granted under the 1987 Nonstatutory Stock Option Plan. To allow for
additional equity-based compensation awards to be made by the Company, the
1995 Plan was adopted by the Board on December 6, 1994. The 1995 Plan
will be effective following shareholder approval thereof provided that
such approval is obtained within twelve months following the Board's
adoption of the Plan.

The following summary description of the 1995 Plan is qualified in its
entirety by reference to the full text of the 1995 Plan which is attached
to this Proxy Statement as Appendix A.

Administration and Eligibility

The 1995 Plan is required to be administered by a committee of the
Board (the "Committee") consisting of no less than two directors who are
"disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and who
are "outside directors" within the meaning of Section 162(m) of the
Internal Revenue Code. In the event that the Committee is not appointed,
the functions of the Committee will be exercised by those members of the
Board who qualify as "disinterested persons" under Rule 16b-3 and as
"outside directors" within the meaning of Section 162(m). The
Compensation Committee has been designated as the current administrator of
the 1995 Plan. Among other functions, the Committee has the authority to
establish rules for the administration of the 1995 Plan; to select the key
employees of the Company and its affiliates to whom awards will be
granted; to determine the types of awards to be granted to key employees
and the number of shares covered by such awards; and to set the terms and
conditions of such awards. The Committee may also determine whether the
payment of any proceeds of any award shall or may be deferred by a key
employee participating in the 1995 Plan. Subject to the express terms of
the 1995 Plan, determinations and interpretations with respect thereto
will be in the sole discretion of the Committee, whose determinations and
interpretations will be binding on all parties.

Any key employee of the Company or any affiliate, including any
executive officer or employee-director of the Company who is not a member
of the Committee, is eligible to be granted awards by the Committee under
the 1995 Plan. In addition to key employees, each non-employee director
of the Company is automatically entitled, as described below, to receive
option grants under the 1995 Plan. Initially, approximately ninety
employees are eligible to participate in the 1995 Plan. The number of
eligible employees may increase over time based upon future growth of the
Company. Assuming that the Board's nominees are elected at the Annual
Meeting, the number of non-employee directors initially entitled to
receive options under the 1995 Plan will be seven.

Awards Under the 1995 Plan; Available Shares

The 1995 Plan authorizes the granting to key employees of: (a) stock
options, which may be either incentive stock options meeting the
requirements of Section 422 of the Internal Revenue Code ("ISOs") or non-
qualified stock options; (b) stock appreciation rights ("SARs");
(c) restricted stock; and (d) performance shares. The 1995 Plan also
provides for the automatic grant of non-qualified options to non-employee
directors of the Company. The 1995 Plan provides that up to a total of
1,000,000 shares of Common Stock (subject to adjustment as described
below) will be available for the granting of awards thereunder.

If any shares subject to awards granted under the 1995 Plan, or to
which any award relates, are forfeited or if an award otherwise
terminates, expires or is cancelled prior to the delivery of all of the
shares or other consideration issuable or payable pursuant to the award,
such shares will be available for the granting of new awards under the
1995 Plan. Any shares delivered pursuant to an award may be either
authorized and unissued shares of Common Stock or treasury shares held by
the Company.

Terms of Awards

Option Awards to Key Employees. Options granted under the 1995 Plan
to key employees may be either ISOs or non-qualified stock options. No
individual key employee may be granted options to purchase in excess of
150,000 shares of Common Stock under the 1995 Plan (subject to adjustment
as described below).

The exercise price per share of Common Stock subject to options
granted to key employees under the 1995 Plan will be determined by the
Committee, provided that the exercise price may not be less than 100% of
the fair market value of a share of Common Stock on the date of grant.
The term of any option granted to a key employee under the 1995 Plan will
be as determined by the Committee, provided that the term of an ISO may
not exceed ten years from the date of its grant. Options granted to key
employees under the 1995 Plan will become exercisable in such manner and
within such period or periods and in such installments or otherwise as
determined by the Committee. Options may be exercised by payment in full
of the exercise price, either (at the discretion of the Committee) in cash
or in whole or in part by tendering shares of Common Stock or other
consideration having a fair market value on the date of exercise equal to
the option exercise price. All ISOs granted under the 1995 Plan will also
be required to comply with all other terms of Section 422 of the Internal
Revenue Code.

Option Awards to Non-Employee Directors. Under the 1995 Plan, any
person who is first elected as a non-employee director of the Company
after the effective date of the Plan will automatically be granted, on the
date of such election, a non-qualified stock option to purchase 3,000
shares of Common Stock (subject to adjustment as described below). In
addition, the 1995 Plan provides that each non-employee director (if he or
she continues to serve in such capacity) will, on the day after the annual
meeting of shareholders in each year commencing the day after the Annual
Meeting in 1995, automatically be granted an option to purchase 1,000
shares of Common Stock (subject to adjustment as described below).
Notwithstanding the preceding sentence, the 1995 Plan provides that if a
person who is first elected as a non-employee director on the date of an
annual meeting of shareholders receives the initial option grant under the
Plan on that date, such director will not be entitled to begin receiving
subsequent grants until the day following the next succeeding annual
meeting of shareholders. Non-employee directors will be entitled to
receive the automatic grants under the 1995 Plan as described above only
for so long as the Plan remains in effect and a sufficient number of
shares are available for the granting of such options thereunder.

The option price per share of any option granted to a non-employee
director must be 100% of the "market value" of a share of Common Stock on
the date of grant of such option. The "market value" of a share on the
date of grant to the non-employee director will be the last sale price per
share for the Common Stock in the Nasdaq National Market on the trading
day next preceding such grant date; provided, however, that if the
principal market for the Common Stock is then a national securities
exchange, the "market value" shall be the closing price per share for the
Common Stock on such securities exchange on the trading day next preceding
the date of grant, or, in either case above, if no trading occurred on the
trading date next preceding the date on which the non-qualified stock
option is granted, then the "market price" per share shall be determined
with reference to the next preceding date on which the shares were traded.
An option granted to a non-employee director will become exercisable six
months after the date of grant, except that if the non-employee director
ceases to be a director by reason of death, disability or retirement
within six months after the date of grant, the option will become
immediately exercisable in full.

Options granted to non-employee directors will terminate on the
earlier of (a) ten years after the date of grant, or (b) twelve months
after the non-employee director ceases to be a director of the Company.
Options granted to non-employee directors may be exercised under the 1995
Plan by payment in full of the exercise price, either in cash or in whole
or in part by tendering previously acquired shares of Common Stock having
a market value on the date of exercise equal to the option exercise price.

The Committee has no discretion to alter the provisions governing
options granted to non-employee directors.

SARs. An SAR granted under the 1995 Plan will confer on the key
employee holder a right to receive, upon exercise thereof, the excess of
(a) the fair market value of one share of Common Stock on the date of
exercise over (b) the grant price of the SAR as specified by the
Committee. The grant price of an SAR under the 1995 Plan will not be less
than 100% of the fair market value of a share of Common Stock on the date
of grant. The grant price, term, methods of exercise, methods of
settlement (including whether the holder of an SAR will be paid in cash,
shares of Common Stock or other consideration), and any other terms and
conditions of any SAR granted under the 1995 Plan will be determined by
the Committee at the time of grant. Pursuant to the terms of the 1995
Plan, no individual key employee may be granted SARs thereunder with
respect to in excess of 150,000 shares of Common Stock (subject to
adjustment as described below).

Restricted Stock. Shares of restricted Common Stock granted to key
employees under the 1995 Plan will be subject to such restrictions as the
Committee may impose, including any limitation on the right to vote such
shares or receive dividends thereon. The restrictions imposed on the
shares may lapse separately or in combination at such time or times, or in
such installments or otherwise, as the Committee may deem appropriate.
Except as otherwise determined by the Committee, upon termination of a key
employee's employment for any reason during the applicable restriction
period, all shares of restricted stock still subject to restriction will
be subject to forfeiture by the key employee.

The 1995 Plan limits the total number of shares of restricted stock
that may be awarded thereunder to 150,000 shares. In addition, no
individual key employee may be granted in excess of 50,000 shares of
restricted stock under the 1995 Plan. The foregoing numerical limitations
on the issuance of shares of restricted stock are subject to adjustment as
described below.

Performance Shares. The 1995 Plan also provides for the granting of
performance shares to key employees. The Committee will determine and/or
select the applicable performance period, the performance goal or goals
(and the performance level or levels related thereto) to be achieved
during any performance period, the proportion of payments, if any, to be
made for performance between the minimum and full performance levels for
any performance goal and, if applicable, the relative percentage weighting
given to each of the selected performance goals, the restrictions
applicable to shares of restricted stock received upon payment of
performance shares if payment is made in such manner, and any other terms,
conditions and rights relating to the grant of performance shares. Under
the terms of the 1995 Plan, the Committee may select from various
performance goals, including return on equity, return on investment,
return on net assets, economic value added, earnings from operations, pre-
tax profits, net earnings, net earnings per share, working capital as a
percent of net sales, net cash provided by operating activities, market
price for the Common Stock and total shareholder return. In conjunction
with selecting the applicable performance goal or goals, the Committee
will also fix the relevant performance level or levels (e.g., a 15% return
on equity) which must be achieved with respect to the goal or goals in
order for the performance shares to be earned by the key employee. The
performance goals selected by the Committee under the 1995 Plan may, to
the extent applicable, relate to a specific division or subsidiary of the
Company or apply on a Company-wide basis.

Following completion of the applicable performance period, payment on
performance shares granted to and earned by key employees will be made in
shares of Common Stock (which, at the discretion of the Committee, may be
shares of restricted stock) equal to the number of performance shares
payable. The Committee may provide that, during a performance period, key
employees will be paid cash amounts with respect to each performance share
granted to such key employees equal to the cash dividend paid on a share
of Common Stock. Pursuant to the terms of the 1995 Plan, no key employee
may receive more than 50,000 performance shares thereunder (subject to
adjustment as described below).

Adjustments

If any dividend or other distribution, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of shares of Common Stock
or other securities of the Company, issuance of warrants or other rights
to purchase shares of Common Stock or other securities of the Company, or
other similar corporate transaction or event affects the shares of Common
Stock so that an adjustment is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made
available under the 1995 Plan, then the Committee will generally have the
authority to, in such manner as it deems equitable, adjust (a) the number
and type of shares subject to the 1995 Plan and which thereafter may be
made the subject of awards, (b) the number and type of shares subject to
outstanding awards, and (c) the grant, purchase or exercise price with
respect to any award, or may make provision for a cash payment to the
holder of an outstanding award.

Limits on Transferability

No award granted under the 1995 Plan (other than an award of
restricted stock on which the restrictions have lapsed) may be assigned,
sold, transferred or encumbered by any participant, otherwise than by
will, by designation of a beneficiary, or by the laws of descent and
distribution. Each award will be exercisable during the participant's
lifetime only by such participant or, if permissible under applicable law,
by the participant's guardian or legal representative.

Amendment and Termination

The Board may amend, suspend or terminate the 1995 Plan at any time,
except that no such action may adversely affect any award granted and then
outstanding thereunder without the approval of the respective participant.
The 1995 Plan provides that the provisions governing the granting of
options to non-employee directors may not be amended more than once every
six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act of 1974, as amended, or
the rules promulgated thereunder. The 1995 Plan further provides that
shareholder approval of any amendment thereto must also be obtained if
required by (a) the rules and/or regulations promulgated under Section 16
of the Exchange Act (in order for the 1995 Plan to remain qualified under
Rule 16b-3), (b) the Internal Revenue Code or any rules promulgated
thereunder (in order to allow for ISOs to be granted thereunder) or
(c) the quotation or listing requirements of the exchange or market on
which the Common Stock is then traded (in order to maintain the trading of
the Common Stock on such exchange or market).

Withholding

Not later than the date as of which an amount first becomes includible
in the gross income of a key employee for federal income tax purposes with
respect to any award under the 1995 Plan, the key employee will be
required to pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign
taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Committee, withholding
obligations arising with respect to awards under the 1995 Plan may be
settled with shares of Common Stock (other than shares of restricted
stock), including shares of Common Stock that are part of, or are received
upon exercise of, the award that gives rise to the withholding
requirement. The obligations of the Company under the 1995 Plan are
conditional on such payment or arrangements, and the Company and any
affiliate will, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the key employee. The
Committee may establish such procedures as it deems appropriate for the
settling of withholding obligations with shares of Common Stock.

Certain Federal Income Tax Consequences

Stock Options. The grant of a stock option under the 1995 Plan will
create no income tax consequences to the key employee or the non-employee
director or the Company. A key employee or a non-employee director who is
granted a non-qualified stock option will generally recognize ordinary
income at the time of exercise in an amount equal to the excess of the
fair market value of the Common Stock at such time over the exercise
price. The Company will be entitled to a deduction in the same amount and
at the same time as ordinary income is recognized by the key employee or
the non-employee director. A subsequent disposition of the Common Stock
will give rise to capital gain or loss to the extent the amount realized
from the sale differs from the tax basis, i.e., the fair market value of
the Common Stock on the date of exercise. This capital gain or loss will
be a long-term capital gain or loss if the Common Stock has been held for
more than one year from the date of exercise.

In general, a key employee will recognize no income or gain as a
result of exercise of an ISO (except that the alternative minimum tax may
apply). Except as described below, any gain or loss realized by the key
employee on the disposition of the Common Stock acquired pursuant to the
exercise of an ISO will be treated as a long-term capital gain or loss and
no deduction will be allowed to the Company. If the key employee fails to
hold the shares of Common Stock acquired pursuant to the exercise of an
ISO for at least two years from the date of grant of the ISO and one year
from the date of exercise, the key employee will recognize ordinary income
at the time of the disposition equal to the lesser of (a) the gain
realized on the disposition, or (b) the excess of the fair market value of
the shares of Common Stock on the date of exercise over the exercise
price. The Company will be entitled to a deduction in the same amount and
at the same time as ordinary income is recognized by the key employee.
Any additional gain realized by the key employee over the fair market
value at the time of exercise will be treated as a capital gain. This
capital gain will be a long-term capital gain if the Common Stock has been
held for more than one year from the date of exercise.

Stock Appreciation Rights. The grant of an SAR will create no income
tax consequences for the key employee or the Company. Upon exercise of an
SAR, the key employee will recognize ordinary income equal to the amount
of any cash and the fair market value of any shares of Common Stock or
other property received, except that if the key employee receives an
option or shares of restricted stock upon exercise of an SAR, recognition
of income may be deferred in accordance with the rules applicable to such
other awards. The Company will be entitled to a deduction in the same
amount and at the same time as income is recognized by the key employee.

Restricted Stock. A key employee will not recognize income at the
time an award of restricted stock is made under the 1995 Plan, unless the
election described below is made. However, a key employee who has not
made such an election will recognize ordinary income at the time the
restrictions on the stock lapse in an amount equal to the fair market
value of the restricted stock at such time. The Company will be entitled
to a corresponding deduction in the same amount and at the same time as
the key employee recognizes income. Any otherwise taxable disposition of
the restricted stock after the time the restrictions lapse will result in
capital gain or loss (long-term or short-term depending on the length of
time the restricted stock is held after the time the restrictions lapse).
Dividends paid in cash and received by a participant prior to the time the
restrictions lapse will constitute ordinary income to the participant in
the year paid. The Company will be entitled to a corresponding deduction
for such dividends. Any dividends paid in stock will be treated as an
award of additional restricted stock subject to the tax treatment
described herein.

A key employee may, within 30 days after the date of the award of
restricted stock, elect to recognize ordinary income as of the date of the
award in an amount equal to the fair market value of such restricted stock
on the date of the award. The Company will be entitled to a corresponding
deduction in the same amount and at the same time as the key employee
recognizes income. If the election is made, any cash dividends received
with respect to the restricted stock will be treated as dividend income to
the key employee in the year of payment and will not be deductible by the
Company. Any otherwise taxable disposition of the restricted stock (other
than by forfeiture) will result in capital gain or loss (long-term or
short-term depending on the holding period). If the key employee who has
made an election subsequently forfeits the restricted stock, the key
employee will not be entitled to deduct any loss. In addition, the
Company would then be required to include as ordinary income the amount of
the deduction it originally claimed with respect to such shares.

Performance Shares. The grant of performance shares will create no
income tax consequences for the key employee or the Company. Upon the
receipt of shares of Common Stock at the end of the applicable
performance period, the key employee will recognize ordinary income equal
to the fair market value of the shares of Common Stock received, except
that if the key employee receives shares of restricted stock in payment of
performance shares, recognition of income may be deferred in accordance
with the rules applicable to such restricted stock. In addition, the key
employee will recognize ordinary income equal to the dividend equivalents
paid on performance shares prior to or at the end of the performance
period. The Company will be entitled to a deduction in the same amount
and at the same time as income is recognized by the key employee.

New Plan Benefits

No awards have been made to date under the 1995 Plan and the Company
cannot currently determine the awards that may be granted in the future to
key employees thereunder. Such determinations will be made from time to
time by the Committee. Assuming that the 1995 Plan is approved by
shareholders at the Annual Meeting, the non-employee directors will be
entitled to receive an automatic grant of options on the day following the
Annual Meeting and thereafter as described herein.

During fiscal 1994, certain awards were granted to key employees under
the 1991 Plan. Stock options granted under the 1991 Plan to the named
executive officers during fiscal 1994 are disclosed under the caption
"Executive Compensation." During fiscal 1994, options to purchase a total
of 88,000 and 191,300 shares were granted to all executive officers and
all other employees as a group, respectively, under the 1991 Plan at
average per share exercise prices of $31.94 and $31.00, respectively.
Options to purchase a total of 2,000 shares were granted to non-employee
directors under the 1991 Plan during 1994 at a per share exercise price of
$36.25. In addition, Mr. Gunderson received an option to purchase 3,000
shares of Common Stock with an exercise price of $30.25 upon his
appointment to the Board effective January 1, 1995.

On March 1, 1995, the last reported sale price per share of the Common
Stock on the Nasdaq National Market was $31.75.

Vote Required

The affirmative vote of the holders of a majority of the shares of
Common Stock represented and voted at the Annual Meeting with respect to
the 1995 Plan (assuming a quorum is present) is required to approve the
1995 Plan. Any shares not voted at the Annual Meeting with respect to the
1995 Plan (whether as a result of broker non-votes or otherwise, except
abstentions) will have no impact on the vote. Shares of Common Stock as
to which holders abstain from voting will be treated as votes against the
1995 Plan.

THE BOARD RECOMMENDS A VOTE "FOR" THE 1995 PLAN. SHARES OF COMMON STOCK
REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED "FOR" THE 1995 PLAN.

INDEPENDENT PUBLIC ACCOUNTANTS

On January 31, 1995, the Board selected the firm of Arthur
Andersen LLP, which served as independent certified public accountants for
the fiscal year ended December 31, 1994, to serve in such capacity for the
current fiscal year. It is expected that representatives of such firm
will be present at the Annual Meeting to answer appropriate questions and,
if they so desire, to make a statement.

OTHER MATTERS

All expenses of solicitation of proxies will be borne by the Company.
In addition to soliciting proxies by mail, proxies may be solicited
personally and by telephone by certain officers and regular employees of
the Company. The Company has retained D. F. King & Co., Inc. to assist in
the solicitation of proxies, and expects to pay such firm a fee of
approximately $3,000 plus out-of-pocket expenses. Brokers, nominees and
custodians who hold Common Stock in their names and who solicit proxies
from the beneficial owners will be reimbursed by the Company for out-of-
pocket and reasonable clerical expenses.

Section 16(a) of the Exchange Act requires the Company's officers and
directors to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. The regulations of the Securities and
Exchange Commission require the officers and directors to furnish the
Company with copies of all Section 16(a) forms they file. Based on such
forms, the Company believes that all its officers and directors have
complied with the Section 16(a) filing requirements.

SHAREHOLDER PROPOSALS

A shareholder who intends to present a proposal for action at any
annual meeting and who desires that such proposal be included in the
Company's proxy materials must submit the proposal to the Company in
advance of the meeting. Proposals for the annual meeting to be held in
1996 must be received by the Company at its principal office no later than
November 16, 1995. In addition, a shareholder who otherwise intends to
present business at any annual meeting (including nominating persons for
election as directors) must comply with, among other things, the notice
requirements set forth in the Company's By-laws.

By Order of the Board of Directors
BANTA CORPORATION

Ronald D. Kneezel
Secretary

The Company will furnish to any shareholder, without charge, a copy of
its Annual Report on Form 10-K for the fiscal year 1994. Requests for
Form 10-K must be in writing and addressed to Gerald A. Henseler,
Executive Vice President and Chief Financial Officer, Banta Corporation,
P.O. Box 8003, Menasha, Wisconsin 54952.

<PAGE>

BANTA CORPORATION
1995 EQUITY INCENTIVE PLAN

Section 1. Purpose

The purpose of the Banta Corporation 1995 Equity Incentive Plan (the
"Plan") is to promote the best interests of Banta Corporation (together
with any successor thereto, the "Company") and its shareholders by
providing key employees of the Company and its Affiliates (as defined
below) and members of the Company's Board of Directors who are not
employees of the Company or its Affiliates with an opportunity to acquire
a proprietary interest in the Company. It is intended that the Plan will
promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those key employees who are
primarily responsible for shaping and carrying out the long-range plans of
the Company and securing the Company's continued growth and financial
success. In addition, by encouraging stock ownership by directors who are
not employees of the Company or its Affiliates, the Company seeks to
attract and retain on its Board of Directors persons of exceptional
competence and to provide a further incentive to serve as a director of
the Company.

Section 2. Definitions

As used in the Plan, the following terms shall have the respective
meanings set forth below:

(a) "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls, or is under common
control with, the Company.

(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Performance Share granted under the Plan.

(c) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document evidencing any Award granted under the Plan.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

(e) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.

(f) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan and composed
of not less than two directors, each of whom is a "disinterested person"
within the meaning of Rule 16b-3 and each of whom is an "outside director"
within the meaning of Section 162(m)(4)(C) of the Code (or any successor
provision thereto).

(g) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

(h) "Excluded Items" shall mean any items which the Committee
determines shall be excluded in fixing Performance Goals, such as any
gains or losses from discontinued operations, any extraordinary gains or
losses and the effects of accounting changes.

(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.

(j) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).

(k) "Key Employee" shall mean any officer or other key employee of
the Company or of any Affiliate who is responsible for or contributes to
the management, growth or profitability of the business of the Company or
any Affiliate as determined by the Committee.

(l) "Non-Employee Director" shall mean any member of the Company's
Board of Directors who is not an employee of the Company or of any
Affiliate.

(m) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option and shall mean any option granted to a Non-Employee Director under
Section 6(b) of the Plan.

(n) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

(o) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.

(p) "Performance Goals" shall mean the following (in all cases after
excluding the impact of applicable Excluded Items):

(i) Return on equity for the Performance Period for the Company on a
consolidated basis.

(ii) Return on investment for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or
units of the Company as defined by the Committee at the time of
selection.

(iii) Return on net assets for the Performance Period (aa) for
the Company on a consolidated basis, (bb) for any one or more Affiliates
or divisions of the Company and/or (cc) for any other business unit or
units of the Company as defined by the Committee at the time of
selection.

(iv) Economic value added (as defined by the Committee at the time of
selection) for the Performance Period (aa) for the Company on a
consolidated basis, (bb) for any one or more Affiliates or divisions of
the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.

(v) Earnings from operations for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or
units of the Company as defined by the Committee at the time of
selection.

(vi) Pre-tax profits for the Performance Period (aa) for the Company
on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or
units of the Company as defined by the Committee at the time of
selection.

(vii) Net earnings for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or
units of the Company as defined by the Committee at the time of
selection.

(viii) Net earnings per Share for the Performance Period for the
Company on a consolidated basis.

(ix) Working capital as a percent of net sales for the Performance
Period (aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the
time of selection.

(x) Net cash provided by operating activities for the Performance
Period (aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the
time of selection.

(xi) Market price per Share for the Performance Period.

(xii) Total shareholder return for the Performance Period for the
Company on a consolidated basis.

(q) "Performance Period" shall mean, in relation to Performance
Shares, any period for which a Performance Goal or Goals have been
established.

(r) "Performance Share" shall mean any right granted under Section
6(e) of the Plan that will be paid out as a Share (which, in specified
circumstances, may be a Share of Restricted Stock).

(s) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

(t) "Released Securities" shall mean Shares of Restricted Stock with
respect to which all applicable restrictions have expired, lapsed, or been
waived.

(u) "Restricted Securities" shall mean Awards of Restricted Stock or
other Awards under which issued and outstanding Shares are held subject to
certain restrictions.

(v) "Restricted Stock" shall mean any Share granted under Section
6(d) of the Plan or, in specified circumstances, a Share paid in
connection with a Performance Share under Section 6(e) of the Plan.

(w) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.

(x) "Shares" shall mean shares of common stock of the Company, $.10
par value, and such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(b) of the Plan.

(y) "Stock Appreciation Right" shall mean any right granted under
Section 6(c) of the Plan.

Section 3. Administration

The Plan shall be administered by the Committee; provided, however,
that if at any time the Committee shall not be in existence, the functions
of the Committee as specified in the Plan shall be exercised by a
committee consisting of those members of the Board of Directors of the
Company who qualify as "disinterested persons" under Rule 16b-3 and as
"outside directors" under Section 162(m)(4)(C) of the Code (or any
successor provision thereto). Subject to the terms of the Plan and
without limitation by reason of enumeration, the Committee shall have full
power and authority to: (ii) designate Participating Key Employees;
(iii) determine the type or types of Awards to be granted to each
Participating Key Employee under the Plan; (iv) determine the number of
Shares to be covered by (or with respect to which payments, rights, or
other matters are to be calculated in connection with) Awards granted to
Participating Key Employees; (v) determine the terms and conditions of any
Award granted to a Participating Key Employee; (vi) determine whether, to
what extent, and under what circumstances Awards granted to Participating
Key Employees may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or
suspended; (vii) determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, and other amounts payable with
respect to an Award granted to Participating Key Employees under the Plan
shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (viii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan
(including, without limitation, any Award Agreement); (ix) establish,
amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the
Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the
Plan. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participating Key Employee, any Non-Employee Director, any holder or
beneficiary of any Award, any shareholder, and any employee of the Company
or of any Affiliate. Notwithstanding the foregoing, Awards to Non-
Employee Directors under the Plan shall be automatic and the amount and
terms of such Awards shall be determined as provided in Section 6(b) of
the Plan.

Section 4. Shares Available for Award

(a) Shares Available. Subject to adjustment as provided in Section
4(b):

(i) Number of Shares Available. The number of Shares with respect
to which Awards may be granted under the Plan shall be 1,000,000. If,
after the effective date of the Plan, any Shares covered by an Award
granted under the Plan, or to which any Award relates, are forfeited or
if an Award otherwise terminates, expires or is cancelled prior to the
delivery of all of the Shares or of other consideration issuable or
payable pursuant to such Award, then the number of Shares counted
against the number of Shares available under the Plan in connection with
the grant of such Award, to the extent of any such forfeiture,
termination, expiration or cancellation, shall again be available for
granting of additional Awards under the Plan.

(ii) Limitations on Awards to Individual Participants. No
Participating Key Employee shall be granted Awards under the Plan that
could result in such Participating Key Employee exercising Options for,
or Stock Appreciation Rights with respect to, more than 150,000 Shares
or receiving Awards relating to more than 50,000 Shares of Restricted
Stock or more than 50,000 Performance Shares under the Plan. Such
number of Shares as specified in the preceding sentence shall be subject
to adjustment in accordance with the terms of Section 4(b) hereof. In
all cases, determinations under this Section 4(a)(ii) shall be made in a
manner that is consistent with the exemption for performance-based
compensation provided by Section 162(m) of the Code (or any successor
provision thereto) and any regulations promulgated thereunder.

(iii) Accounting for Awards. The number of Shares covered by an
Award under the Plan, or to which such Award relates, shall be counted
on the date of grant of such Award against the number of Shares
available for granting Awards under the Plan.

(iv) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.

(b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan, (ii) the number and type of Shares subject to
outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b) of the Code (or any successor
provision thereto); and provided further that the number of Shares subject
to any Award payable or denominated in Shares shall always be a whole
number. Notwithstanding the foregoing, Non-Qualified Stock Options
subject to grant or previously granted to Non-Employee Directors under
Section 6(b) of the Plan at the time of any event described in the
preceding sentence shall be subject to only such adjustments as shall be
necessary to maintain the relative proportionate interest represented
thereby immediately prior to any such event and to preserve, without
exceeding, the value of such Options.

Section 5. Eligibility

Any Key Employee, including any executive officer or employee-director
of the Company or of any Affiliate, who is not a member of the Committee
shall be eligible to be designated a Participating Key Employee. All Non-
Employee Directors shall receive Awards of Non-Qualified Stock Options as
provided in Section 6(b).

Section 6. Awards

(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine.

(i) Exercise Price. The exercise price per Share of an Option
granted pursuant to this Section 6(a) shall be determined by the
Committee; provided, however, that such exercise price shall not be less
than 100% of the Fair Market Value of a Share on the date of grant of
such Option.

(ii) Option Term. The term of each Option shall be fixed by the
Committee; provided, however, that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from the date of its
grant.

(iii) Exercisability and Method of Exercise. An Option shall
become exercisable in such manner and within such period or periods and
in such installments or otherwise as shall be determined by the
Committee. The Committee also shall determine the method or methods by
which, and the form or forms, including, without limitation, cash,
Shares, other securities, other Awards, or other property, or any
combination thereof, having a Fair Market Value on the exercise date
equal to the relevant exercise price, in which payment of the exercise
price with respect to any Option may be made or deemed to have been
made.

(iv) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code (or any successor provision
thereto) and any regulations promulgated thereunder. Notwithstanding
any provision in the Plan to the contrary, no Incentive Stock Option may
be granted hereunder after the tenth anniversary of the adoption of the
Plan by the Board of Directors of the Company.

(b) Non-Qualified Stock Option Awards to Non-Employee Directors.

(i) Eligibility. Each Non-Employee Director shall automatically be
granted Non-Qualified Stock Options under the Plan in the manner set
forth in this Section 6(b). A Non-Employee Director may hold more than
one Non-Qualified Stock Option, but only on the terms and subject to any
restrictions set forth herein.

(ii) Grant of Options to Newly-Elected Non-Employee Directors. Any
Person who is first elected as a Non-Employee Director after the
effective date of the Plan shall, on the date of such election,
automatically be granted a Non-Qualified Stock Option to purchase 3,000
Shares (which number of Shares shall be subject to adjustment in the
manner provided in Section 4(b) hereof).

(iii) Annual Option Grants to Non-Employee Directors. Each Non-
Employee Director (if he or she continues to serve in such capacity)
shall, on the day following the annual meeting of shareholders in each
year during the time the Plan is in effect, automatically be granted a
Non-Qualified Stock Option to purchase 1,000 Shares (which number of
Shares shall be subject to adjustment in the manner provided in Section
4(b) hereof); provided, however, that a Person who is first elected as a
Non-Employee Director on the date of an annual meeting of shareholders
and who receives on that date a Non-Qualified Stock Option pursuant to
Section 6(b)(ii) hereof shall not be eligible to begin to receive grants
pursuant to this Section 6(b)(iii) until the day following the next
succeeding annual meeting of shareholders.

(iv) Grant Limitation. Notwithstanding the provisions of Sections
6(b)(ii) and 6(b)(iii) hereof, Non-Qualified Stock Options shall be
automatically granted to Non-Employee Directors under the Plan only for
so long as the Plan remains in effect and a sufficient number of Shares
are available hereunder for the granting of such Options.

(v) Exercise Price. The exercise price per Share for a Non-
Qualified Stock Option granted to a Non-Employee Director under the Plan
shall be equal to 100% of the "market value" of a Share on the date of
grant of such Option. The "market value" of a Share on the date of
grant to the Non-Employee Director shall be the last sale price per
Share for the Shares in the Nasdaq National Market on the trading date
next preceding such grant date; provided, however, that if the principal
market for the Shares is then a national securities exchange, the
"market value" shall be the closing price per Share for the Shares on
the principal securities exchange on which the Shares are traded on the
trading date next preceding the date of grant, or, in either case above,
if no trading occurred on the trading date next preceding the date on
which the Non-Qualified Stock Option is granted, then the "market price"
per Share shall be determined with reference to the next preceding date
on which the Shares were traded.

(vi) Exercisability and Termination of Options. Non-Qualified Stock
Options granted to Non-Employee Directors under the Plan shall become
exercisable six months following the date of grant; provided, however,
that if a Non-Employee Director ceases to be a director of the Company
by reason of death, disability or retirement within six months after the
date of grant, the Option shall become immediately exercisable in full.
Non-Qualified Stock Options granted to Non-Employee Directors shall
terminate on the earlier of:

(A) ten years after the date of grant; or

(B) twelve months after the Non-Employee Director ceases to be
a director of the Company for any reason, including as a result of the
Non-Employee Director's death, disability or retirement.

(vii) Exercise of Options. A Non-Qualified Stock Option granted
to a Non-Employee Director may be exercised, subject to its terms and
conditions and the terms and conditions of the Plan, in full at any time
or in part from time to time by delivery to the Secretary of the Company
at the Company's principal office in Menasha, Wisconsin, of a written
notice of exercise specifying the number of shares with respect to which
the Option is being exercised. Any notice of exercise shall be
accompanied by full payment of the exercise price of the Shares being
purchased (x) in cash or its equivalent; (y) by tendering previously
acquired Shares (valued at their "market value" [as determined in
accordance with Section 6(b)(v)] as of the date of exercise); or (z) by
any combination of the means of payment set forth in subparagraphs (x)
and (y). For purposes of subparagraphs (y) and (z) above, the term
"previously acquired Shares" shall only include Shares owned by the Non-
Employee Director prior to the exercise of the Option for which payment
is being made and shall not include Shares which are being acquired
pursuant to the exercise of said Option. No shares will be issued until
full payment therefor has been made.

(c) Stock Appreciation Rights. The Committee is hereby authorized
to grant Stock Appreciation Rights to Key Employees. Non-Employee
Directors are not eligible to be granted Stock Appreciation Rights under
the Plan. Subject to the terms of the Plan and any applicable Award
Agreement, a Stock Appreciation Right granted under the Plan shall confer
on the holder thereof a right to receive, upon exercise thereof, the
excess of (i) the Fair Market Value of one Share on the date of exercise
over (ii) the grant price of the Stock Appreciation Right as specified by
the Committee, which shall not be less than 100% of the Fair Market Value
of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan, the grant price, term, methods of
exercise, methods of settlement (including whether the Participating Key
Employee will be paid in cash, Shares, other securities, other Awards, or
other property, or any combination thereof), and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem appropriate,
including, without limitation, restricting the time of exercise of the
Stock Appreciation Right to specified periods as may be necessary to
satisfy the requirements of Rule 16b-3.

(d) Restricted Stock Awards.

(i) Issuance. The Committee is hereby authorized to grant Awards of
Restricted Stock to Key Employees; provided, however, that the aggregate
number of Shares of Restricted Stock granted under the Plan to all
Participating Key Employees as a group shall not exceed 150,000 (such
number of Shares subject to adjustment in accordance with the terms of
Section 4(b) hereof). Non-Employee Directors are not eligible to be
granted Restricted Stock under the Plan.

(ii) Restrictions. Shares of Restricted Stock granted to
Participating Key Employees shall be subject to such restrictions as the
Committee may impose (including, without limitation, any limitation on
the right to vote a Share of Restricted Stock or the right to receive
any dividend or other right or property), which restrictions may lapse
separately or in combination at such time or times, in such installments
or otherwise, as the Committee may deem appropriate.

(iii) Registration. Any Restricted Stock granted under the Plan
to a Participating Key Employee may be evidenced in such manner as the
Committee may deem appropriate, including, without limitation, book-
entry registration or issuance of a stock certificate or certificates.
In the event any stock certificate is issued in respect of Shares of
Restricted Stock granted under the Plan to a Participating Key Employee,
such certificate shall be registered in the name of the Participating
Key Employee and shall bear an appropriate legend (as determined by the
Committee) referring to the terms, conditions, and restrictions
applicable to such Restricted Stock.

(iv) Payment of Restricted Stock. At the end of the applicable
restriction period relating to Restricted Stock granted to a
Participating Key Employee, one or more stock certificates for the
appropriate number of Shares, free of restrictions imposed under the
Plan, shall be delivered to the Participating Key Employee, or, if the
Participating Key Employee received stock certificates representing the
Restricted Stock at the time of grant, the legends placed on such
certificates shall be removed.

(v) Forfeiture. Except as otherwise determined by the Committee,
upon termination of employment of a Participating Key Employee (as
determined under criteria established by the Committee) for any reason
during the applicable restriction period, all Shares of Restricted Stock
still subject to restriction shall be forfeited by the Participating Key
Employee; provided, however, that the Committee may, when it finds that
a waiver would be in the best interests of the Company, waive in whole
or in part any or all remaining restrictions with respect to Shares of
Restricted Stock held by a Participating Key Employee.

(e) Performance Shares.

(i) Issuance. The Committee is hereby authorized to grant Awards of
Performance Shares to Participating Key Employees. Non-Employee
Directors are not eligible to be granted Performance Shares under the
Plan.

(ii) Performance Goals and Other Terms. The Committee shall
determine the Performance Period, the Performance Goal or Goals (and the
performance level or levels related thereto) to be achieved during any
Performance Period, the proportion of payments, if any, to be made for
performance between the minimum and full performance levels for any
Performance Goal and, if applicable, the relative percentage weighting
given to each of the selected Performance Goals, the restrictions
applicable to Shares of Restricted Stock received upon payment of
Performance Shares if Performance Shares are paid in such manner, and
any other terms, conditions and rights relating to a grant of
Performance Shares. The Committee shall have sole discretion to alter
the selected Performance Goals set forth in Section 2(p), subject to
shareholder approval, to the extent required to comply with Rule 16b-3
and to qualify the Award for the performance-based exemption provided by
Section 162(m) of the Code (or any successor provision thereto).
Notwithstanding the foregoing, in the event the Committee determines it
is advisable to grant Performance Shares which do not qualify for the
performance-based exemption under Section 162(m) of the Code (or any
successor provision thereto), the Committee may make such grants without
satisfying the requirements thereof.

(iii) Rights and Benefits During the Performance Period. The
Committee may provide that, during a Performance Period, a Participating
Key Employee shall be paid cash amounts, with respect to each
Performance Share held by such Participating Key Employee, in the same
manner, at the same time, and in the same amount paid, as a cash
dividend on a Share. Participating Key Employees shall have no voting
rights with respect to Performance Shares held by them.

(iv) Payment of Performance Shares. As soon as is reasonably
practicable following the end of the applicable Performance Period, and
subject to the Committee certifying in writing as to the satisfaction of
the requisite Performance Goal or Goals if such certification is
required in order to qualify the Award for the performance-based
exemption provided by Section 162(m) of the Code (or any successor
provision thereto), one or more certificates representing the number of
Shares equal to the number of Performance Shares payable shall be
registered in the name of and delivered to the Participating Key
Employee; provided, however, that any Shares of Restricted Stock payable
in connection with Performance Shares shall, pending the expiration,
lapse, or waiver of the applicable restrictions, be evidenced in the
manner as set forth in Section 6(d)(iii) hereof.

(f) General.

(i) No Consideration for Awards. Awards shall be granted to
Participating Key Employees for no cash consideration unless otherwise
determined by the Committee. Awards of Non-Qualified Stock Options
granted to Non-Employee Directors under Section 6(b) of the Plan shall
be granted for no cash consideration unless otherwise required by law.

(ii) Award Agreements. Each Award granted under the Plan shall be
evidenced by an Award Agreement in such form (consistent with the terms
of the Plan) as shall have been approved by the Committee.

(iii) Awards May Be Granted Separately or Together. Awards to
Participating Key Employees under the Plan may be granted either alone
or in addition to, in tandem with, or in substitution for any other
Award or any award granted under any other plan of the Company or any
Affiliate. Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards granted under any
other plan of the Company or any Affiliate, may be granted either at the
same time as or at a different time from the grant of such other Awards
or awards.

(iv) Forms of Payment Under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made
by the Company or an Affiliate upon the grant, exercise, or payment of
an Award to a Participating Key Employee may be made in such form or
forms as the Committee shall determine, and may be made in a single
payment or transfer, in installments, or on a deferred basis, in each
case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of interest on installment or
deferred payments.

(v) Limits on Transfer of Awards. No Award (other than Released
Securities), and no right under any such Award, shall be assignable,
alienable, saleable, or transferable by a Participating Key Employee or
a Non-Employee Director otherwise than by will or by the laws of descent
and distribution (or, in the case of an Award of Restricted Securities,
to the Company); provided, however, that a Participating Key Employee at
the discretion of the Committee may, and a Non-Employee Director shall,
be entitled, in the manner established by the Committee, to designate a
beneficiary or beneficiaries to exercise his or her rights, and to
receive any property distributable, with respect to any Award upon the
death of the Participating Key Employee or the Non-Employee Director, as
the case may be. Each Award, and each right under any Award, shall be
exercisable, during the lifetime of the Participating Key Employee or
the Non-Employee Director, only by such individual or, if permissible
under applicable law, by such individual's guardian or legal
representative. No Award (other than Released Securities), and no right
under any such Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation, attachment, or
encumbrance thereof shall be void and unenforceable against the Company
or any Affiliate.

(vi) Term of Awards. Except as otherwise provided in the Plan, the
term of each Award shall be for such period as may be determined by the
Committee.

(vii) Rule 16b-3 Six-Month Limitations. To the extent required
in order to comply with Rule 16b-3 only, any equity security offered
pursuant to the Plan may not be sold for at least six months after
acquisition, except in the case of death or disability, and any
derivative security issued pursuant to the Plan shall not be exercisable
for at least six months, except in case of death or disability of the
holder thereof. Terms used in the preceding sentence shall, for the
purposes of such sentence only, have the meanings, if any, assigned or
attributed to them under Rule 16b-3.

(viii) Share Certificates; Representation. In addition to the
restrictions imposed pursuant to Section 6(d) and Section 6(e) hereof,
all certificates for Shares delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other requirements of the
Commission, any stock exchange or other market upon which such Shares
are then listed or traded, and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions. The Committee may require each Participating Key
Employee, Non-Employee Director or other Person who acquires Shares
under the Plan by means of an Award originally made to a Participating
Key Employee or a Non-Employee Director to represent to the Company in
writing that such Participating Key Employee, Non-Employee Director or
other Person is acquiring the Shares without a view to the distribution
thereof.

Section 7. Amendment and Termination of the Plan; Correction of
Defects and Omissions

(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue, or terminate the Plan; provided, however, that the provisions
of Section 6(b) of the Plan shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder; and provided further that shareholder approval of
any amendment of the Plan shall also be obtained if otherwise required by:
(i) the rules and/or regulations promulgated under Section 16 of the
Exchange Act (in order for the Plan to remain qualified under Rule 16b-3),
(ii) the Code or any rules promulgated thereunder (in order to allow for
Incentive Stock Options to be granted under the Plan), or (iii) the
quotation or listing requirements of the Nasdaq National Market or any
principal securities exchange or market on which the Shares are then
traded (in order to maintain the quotation or listing of the Shares
thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees or Non-Employee Directors with respect to
Awards previously granted to them, and all unexpired Awards shall continue
in force and effect after termination of the Plan except as they may lapse
or be terminated by their own terms and conditions.

(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the
extent it shall deem desirable to carry the Plan into effect.

Section 8. General Provisions

(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person (other than a Non-Employee Director to the extent
provided in Section 6(b) of the Plan) shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of
treatment of Key Employees, Participating Key Employees, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each Participating Key
Employee.

(b) Withholding. No later than the date as of which an amount first
becomes includible in the gross income of a Participating Key Employee for
federal income tax purposes with respect to any Award under the Plan, the
Participating Key Employee shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state,
local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations arising with respect to Awards to Participating
Key Employees under the Plan may be settled with Shares (other than
Restricted Securities), including Shares that are part of, or are received
upon exercise of, the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participating Key
Employee. The Committee may establish such procedures as it deems
appropriate for the settling of withholding obligations with Shares,
including, without limitation, the establishment of such procedures as may
be necessary to satisfy the requirements of Rule 16b-3.

(c) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in
specific cases.

(d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement. The grant of an Award to a Non-Employee
Director pursuant to Section 6(b) of the Plan shall confer no right on
such Non-Employee Director to continue as a director of the Company.
Except for rights accorded under the Plan and under any applicable Award
Agreement, Participating Key Employees and Non-Employee Directors shall
have no rights as holders of Shares as a result of the granting of Awards
hereunder.

(e) Unfunded Status of the Plan. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company and any
Participating Key Employee, any Non-Employee Director or other Person. To
the extent any Person holds any right by virtue of a grant under the Plan,
such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.

(f) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.

(g) Severability. If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan, any Award Agreement or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Award Agreement
or the Award, such provision shall be stricken as to such jurisdiction,
Person, or Award, and the remainder of the Plan, any such Award Agreement
and any such Award shall remain in full force and effect.

(h) No Fractional Shares. No fractional Shares or other securities
shall be issued or delivered pursuant to the Plan, any Award Agreement or
any Award, and the Committee shall determine (except as otherwise provided
in the Plan) whether cash, other securities, or other property shall be
paid or transferred in lieu of any fractional Shares or other securities,
or whether such fractional Shares or other securities or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

(i) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

Section 9. Effective Date of the Plan

The Plan shall be effective on the day immediately following its
approval by the shareholders of the Company provided that such approval is
obtained within twelve months following the date of adoption of the Plan
by the Board of Directors of the Company.

<PAGE>
BANTA CORPORATION

Proxy for Annual Meeting of Shareholders to be held April 25, 1995

The undersigned constitutes and appoints DONALD D. BELCHER and RONALD
D. KNEEZEL, or either of them, the true and lawful proxies of the
undersigned, with full power of substitution, to vote as designated below,
all shares of Banta Corporation which the undersigned is entitled to vote
at the annual meeting of shareholders of such corporation to be held at
the Paper Valley Hotel & Conference Center, 333 West College Avenue,
Appleton, Wisconsin on April 25, 1995 at 2:00 P.M. Central Time, and at
all adjournments or postponements thereof:

1. ELECTION OF DIRECTORS

FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the to vote for all nominees
contrary below) listed below

Barry K. Allen, Jameson A. Baxter, Donald D. Belcher, George T. Brophy,
William J. Cadogan, Richard L. Gunderson, Gerald A. Henseler, Bernard S.
Kubale, Donald Taylor, Allan J. Williamson.

(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)

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

2. To approve the Banta Corporation 1995 Equity Incentive Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion upon all such other business as may properly come
before the meeting.

The undersigned hereby revokes any other proxy heretofore executed by
the undersigned for the meeting and acknowledges receipt of notice of the
annual meeting and the proxy statement.

(Please sign on the other side)
<PAGE>
PROXY NO. (Continued from other side) NO. OF SHARES

The shares represented by this proxy when properly executed will be
voted in the manner directed herein by the undersigned shareholder; but,
if no direction is indicated, this proxy will be voted FOR Items 1 and 2.

DATE: , 1995

Signature

Signature if held jointly

Please sign exactly as your name appears on your
stock certificate. Joint owners should each sign
personally. A corporation should sign full
corporate name by duly authorized officers and
affix corporate seal. When signing as attorney,
executor, administrator, trustee or guardian,
give full title as such.

PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BANTA
CORPORATION.