MEAD CORP
AMEND. TO 1985 SUPP.- INCENTIVE COMP. ELECTION PLAN
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>dex105.txt
<DESCRIPTION>AMEND. TO 1985 SUPP.- INCENTIVE COMP. ELECTION PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10(5)

                                 AMENDMENT TO
                             THE MEAD CORPORATION
                            1985 SUPPLEMENT TO THE
                     INCENTIVE COMPENSATION ELECTION PLAN

     WHEREAS, The Mead Corporation ("Mead") established The Mead Corporation
1985 Supplement to the Incentive Compensation Election Plan (the "Supplement")
and subsequently amended the Supplement, and

     WHEREAS, Mead desires to further amend the Supplement pursuant to the power
reserved to Mead's Compensation Committee by Section 9 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 Supplement to the contrary
          but subject to this Section 3, third paragraph (except as specifically
          otherwise provided in this paragraph), a former or current Employee
          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
          Employee 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 employment termination), 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 Employee's account
          on a Change in Control; and

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

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

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