AMENDMENT TO THE BANTA CORPORATION
                       OUTSIDE DIRECTORS' RETIREMENT PLAN

             The first sentence of Section 3 of the Banta Corporation Outside
   Directors' Retirement Plan has been amended to provide as follows:

                  All members of the Board of Directors of the
                  Corporation (the "Board") on or after
                  January 1, 1995 but prior to July 1, 1996
                  who are not also employees of the
                  Corporation shall be eligible to participate
                  in the Plan ("Outside Directors").

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