Ninth Amendment to The Mead Corporation Restricted Stock Plan

Summary

This amendment, effective August 25, 2001, modifies The Mead Corporation Restricted Stock Plan. It states that if a 'Change in Control' occurs, all restrictions on restricted shares issued under the plan will immediately end. The amendment is executed by The Mead Corporation and signed by its President and Assistant Secretary.

EX-10.5 7 ex105.htm 9TH AMEND. TO MEAD CORP RESTRICTED STOCK PLAN Exhibit 10-5

EXHIBIT 10-5

Ninth Amendment to THE MEAD CORPORATION RESTRICTED STOCK PLAN

WHEREAS, The Mead Corporation maintains The Mead Corporation Restricted Stock Plan (the "Plan") and has previously amended the Plan;

WHEREAS, further amendment of the Plan is now deemed to be desirable;

NOW, THEREFORE, the Plan be, and it hereby is, amended as follows:

1. Effective August 25, 2001, the first sentence of Article I, Section 5(c) of the Plan is amended to read, in its entirety, as follows:

"Notwithstanding any other provision of the Plan, immediately prior to the occurrence of a 'Change in Control', all of the restrictions set forth in this Section 5 shall immediately cease to apply to all Restricted Shares issued pursuant to the Plan."

EXECUTED at Dayton, Ohio this 25th day of January, 2002.

THE MEAD CORPORATION

By: /s/ JEROME F. TATAR

Its President:

ATTEST:

/s/ DAVID L. SANTEZ

Assistant Secretary