Exhibit 10(4)

                                 AMENDMENT TO
                             THE MEAD CORPORATION
                            1985 SUPPLEMENT TO THE
                   DEFERRED COMPENSATION PLAN FOR DIRECTORS

     WHEREAS, The Mead Corporation ("Mead") established The Mead Corporation
1985 Supplement to the Deferred Compensation Plan for Directors (the "Directors'
Supplement") and subsequently amended the Directors' Supplement, and

     WHEREAS, Mead desires to further amend the Supplement pursuant to the power
reserved to Mead's Compensation Committee by Section 7 of the Plan;

     NOW, THEREFORE, the Supplement is hereby amended, effective as of October
26, 2001, as follows:

     1.   Section 3 is revised to add a new fifth paragraph to read as follows
and the current fifth paragraph becomes the sixth paragraph:

               Notwithstanding any provision in the Directors' Supplement to the
          contrary but subject to this Section 3, third paragraph (except as
          specifically otherwise provided in this paragraph), a former or
          current Director can revise the commencement date of distributions and
          the number of installments (including a lump sum payment) with respect
          to the amount credited to an Employee's account as follows:

               (i)       prior to a Change in Control, a former or current
          Director may revise a previously elected commencement date and number
          of installments (such revision being permitted to include receiving
          all or a portion of an account in a lump sum following a Change in
          Control and prior to termination of service), provided that any such
          revision is effective only for distributions on or following a Change
          in Control and occurring during January 2003 and thereafter and with
          respect to all or a portion of the balance of such Director's account
          on a Change in Control; and

               (ii)      at least three months prior to termination of service
          as a Director (whether before or after a Change in Control), a current
          Director may file such revision with respect to the balance of such
          Director's account on such termination of service.

          A Director can make revisions in accordance with this paragraph on a
          form furnished by and filed with the person responsible for
          administering the Directors' Supplement at any time prior to the dates
          stated in this paragraph.