MEAD CORP
AMENDMENT TO LETTER AGREEMENT
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT TO LETTER AGREEMENT
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                                                                   Exhibit 10(1)
                                AMENDMENT TO THE
                                LETTER AGREEMENT

This Amendment to the Letter Agreement dated as of January 1, 2000 (the
"Agreement") between The Mead Corporation, an Ohio corporation (the
"Corporation"), and Jerome F. Tatar is made as of June 22, 2000.

     1.   Section 4(d)(ii) of the Agreement is hereby amended in its entirety,
          to read as follows:

          (ii) the Corporation will pay as severance benefits to you, not later
          than the fifth day following the Date of Termination, a lump sum
          severance payment equal to three and one-half (3.5) times the sum of
          your (A) highest rate of annualized Base Salary in effect at any time
          up to and including the Date of Termination, and (B) the greater of
          (x) the highest amount of the actual annual incentive and long-term
          incentive you received under the Mead Annual Incentive Plan and the
          Mead Long-Term Incentive Plan for the three plan years immediately
          preceding the year in which your Date of Termination occurred, and (y)
          the highest amount of your target annual incentive and your target
          long-term incentive established for the Mead Annual Incentive Plan and
          the Mead Long-Term Incentive Plan for the three plan years immediately
          preceding the year in which your Date of Termination occurred (or, if
          higher, your target annual incentive and your target long-term
          incentive established for the Mead Annual Incentive Plan and the Mead
          Long-Term Incentive Plan for the plan year in which your Date of
          Termination occurred);

     2.   Section 4(d) of the Agreement is hereby amended by re-designating
          Subsection (v) as Subsection (vi) and by adding the following new
          Subsection (v) to read as follows:

          (v) In addition to the retirement benefits to which you are entitled
          under each Pension Plan or any successor plan thereto, the Corporation
          shall pay you a lump sum amount in cash, calculated under the
          assumption that at such Date of Termination you had an additional
          three (3) years of age and service credits, provided that your age and
          service will not be treated as extending beyond your 65th birthday,
          with Compensation (as defined in such Pension Plan) for each of such
          three (3) additional years to be treated at (A) your highest rate of
          annualized Base Salary in effect at any time up to and including the
          Date of Termination, and (B) the greater of (x) the highest amount of
          the actual annual incentive you received under the Mead Annual
          Incentive Plan for the three plan years immediately preceding the year
          in which your Date of Termination occurred, and (y) the highest amount
          of your target annual incentive established for the Mead Annual
          Incentive Plan for the three plan years immediately preceding the year
          in which your Date of Termination occurred (or, if higher, the target
          annual

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          established for the Mead Annual Incentive Plan for the plan year in
          which your Date of Termination occurred). For purposes of this Section
          4(d)(v), "Pension Plan" shall mean any tax-qualified pension or non-
          qualified supplemental pension or excess benefit pension plan
          maintained by the Corporation and any other plan or agreement entered
          into between you and the Corporation which is designed to provide you
          with retirement benefits. The three (3) additional years of age and
          service shall be used for purposes of all calculations under this
          section, including but not limited to the early retirement reduction
          calculation so as to offset such reduction. All calculations under
          this Agreement with respect to your benefits shall be made without
          regard to any amendments to any Pension Plan made subsequent to a
          Change in Control which adversely affect in any manner the computation
          of retirement benefits hereunder.

     3.   Section 4 of the Agreement is hereby amended by adding the following
          new subsection at the end thereof:

          (i) Except as provided in Section 4(e), the Corporation's obligation
          to make the payments and the arrangements provided for herein shall be
          absolute and unconditional, and shall not be affected by any
          circumstances, including, without limitation, any offset,
          counterclaim, recoupment, defense, or other right which the
          Corporation may have against you or anyone else.  All amounts payable
          by the Corporation hereunder shall be paid without notice or demand.

     4.   Section 4(e) of the Agreement is hereby amended, in its entirety, to
          read as follows:

          (i) Whether or not you become entitled to the Severance Payments, if
          any of the payments or benefits received or to be received by you in
          connection with a Change in Control or termination of your employment
          (whether pursuant to the terms of this Agreement or any other plan,
          arrangement or agreement with the Corporation, any Person whose
          actions result in a Change in Control or any Person affiliated with
          the Corporation or such Person) (all such payments and benefits,
          excluding the Gross-Up Payment (as hereinafter defined), being
          hereinafter referred to as the "Total Payments") will be subject to
          the excise tax (the "Excise Tax") referred to in Section 4999 of the
          Internal Revenue Code (the "Code"), or any similar tax that may
          hereafter be imposed, the Corporation shall pay you in cash an
          additional amount (the "Gross-Up Payment") such that the net amount
          retained by you, after deduction of any Excise Tax upon the Total
          Payments and any federal, state and local income taxes, employment
          taxes, and Excise Tax upon the Gross-Up Payment provided for by this
          Section 4(e) (including FICA), shall be equal to the Total Payments;

          (ii) For purposes of determining the potential impact of the Excise
          Tax and the amount of such Excise Tax, (A) all of the Total Payments
          shall be treated as "parachute payments" (within the meaning of
          Section 280G(b)(2) of the Code)

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          unless, in the opinion of tax counsel ("Tax Counsel") reasonably
          acceptable to you and selected by the accounting firm which was,
          immediately prior to the Change in Control, the Corporation's
          independent auditor (the "Auditor"), such payments or benefits (in
          whole or in part, and whether received or to be received in the
          future) do not constitute parachute payments, including by reason of
          Section 280G(b)(4)(A) of the Code, (B) all "excess parachute payments"
          within the meaning of Section 280G(b)(1) of the Code shall be treated
          as subject to the Excise Tax unless, in the opinion of Tax Counsel,
          such excess parachute payments (in whole or in part) represent
          reasonable compensation for services actually rendered (within the
          meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base
          Amount (within the meaning of Section 280G(b)(3) of the Code)
          allocable to such reasonable compensation, or are otherwise not
          subject to the Excise Tax, and (C) the value of any noncash benefits
          or any deferred payment or benefit shall be determined by the Auditor
          in accordance with the principles of Sections 280G(d)(3) and (4) of
          the Code. For purposes of determining the amount of the Gross-Up
          Payment, you shall be deemed to pay federal income tax at the highest
          marginal rate of federal income taxation in the calendar year in which
          the Gross-Up Payment is to be made and state and local income taxes at
          the highest marginal rate of taxation in the state or locality of your
          residence on the Date of Termination (or if there is no Date of
          Termination, then the date on which the Gross-Up Payment is calculated
          for purposes of this Section (e)), net of the maximum reduction in
          federal income taxes which could be obtained from deduction of such
          state and local taxes;

          (iii)  In the event that the Excise Tax is subsequently determined to
          exceed the amount taken into account hereunder in calculating the
          Gross-Up Payment (including by reason of any payment the existence or
          amount of which cannot be determined at the time of the Gross-Up
          Payment), the Corporation shall make an additional Gross-Up Payment in
          respect to such excess (plus any interest, penalties or additions
          payable by you with respect to such excess) within five (5) business
          days following your payment of such excess.  If, after receipt of the
          Gross-Up Payment, you become entitled to receive any refund with
          respect to a determination that there was an overpayment of any Excise
          Tax or income tax with respect to the Gross-Up Payment, including
          interest and penalties with respect thereto, you shall, within five
          (5) business days following receipt of such refund, promptly pay to
          the Corporation the amount of such refund (together with any interest
          paid or credited thereon (after taxes applicable thereto)).

          (iv) You shall notify the Corporation in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Corporation of an additional Gross-Up Payment.  Such
          notification shall be given no later than ten (10) business days after
          the Internal Revenue Service issues to you either a written notice
          proposing imposition of the Excise Tax or a statutory notice of
          deficiency with respect thereto, and you shall apprise the Corporation
          of the nature of such claim and the date on which such claim is
          requested to be paid. You shall

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          not pay such claim prior to the expiration of the thirty (30) day
          period following the date on which you give such notice to the
          Corporation (or such shorter period ending on the date that any
          payment of taxes with respect to such claim is due). If the
          Corporation notifies you in writing prior to the expiration of such
          period that it desires to contest such claim, you shall: (w) give the
          Corporation any information reasonably requested by the Corporation
          relating to such claim; (x) take such action in connection with
          contesting such claim as the Corporation shall reasonably request in
          writing from time to time, including, without limitation, accepting
          legal representation with respect to such claim by an attorney
          reasonably selected by the Corporation; (y) cooperate with the
          Corporation in good faith in order to effectively contest such claim;
          and (z) permit the Corporation to participate in any proceedings
          relating to such claim. Provided, however, that the Corporation shall
          directly bear and pay all costs and expenses (including additional
          interest and penalties) incurred in connection with such contest and
          shall indemnify and hold you harmless, on an after-tax basis, for any
          Excise Tax, income and employment tax, including interest and
          penalties with respect thereto, imposed as a result of such
          representation and payment of costs and expenses. Without limitation
          of the foregoing, the Corporation shall control all proceedings taken
          in connection with such contest and, at its sole option, may pursue or
          forego any and all administrative appeals, proceedings, hearings, and
          conferences with the taxing authority in respect of such claim.

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