Excess Earnings Benefit Plan

Exhibit 10.xxxi


THE MEAD CORPORATION
EXCESS EARNINGS BENEFIT PLAN
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TABLE OF CONTENTS


SECTION 1 - GENERAL.............................................................. 1
1.1 History and Purpose................................................. 1
1.2 Plan Funding and Administration..................................... 1
1.3 Applicable Law...................................................... 2
1.4 Gender and Number................................................... 2
1.5 Assignment.......................................................... 2
1.6 Plan Year........................................................... 2


SECTION 2 - PARTICIPATION........................................................ 2
2.1 Eligibility for Participation....................................... 2
2.2 Participation Not Contract of Employment............................ 2


SECTION 3 - DETERMINATION OF EXCESS EARNINGS BENEFIT AMOUNT...................... 2
3.1 Excess Earnings Benefit Amount...................................... 2
3.2 Unlimited Accrued Benefit........................................... 3
3.3 Qualified Accrued Benefit........................................... 3


SECTION 4 - DISTRIBUTION OF EXCESS EARNINGS BENEFIT.............................. 4
4.1 Distribution to a Participant....................................... 4
4.2 Distribution to a Surviving Spouse.................................. 4
4.3 Distribution in Discretionary Form.................................. 4
4.4 Distribution to a Beneficiary....................................... 5
4.5 ECAP Credit in Lieu of Distribution................................. 6
4.6 Distribution to Incapacitated Persons............................... 6


SECTION 5 - DISPUTE RESOLUTION................................................... 6
5.1 Notice of Denial.................................................... 6
5.2 Notice of Appeal.................................................... 6
5.3 Decision on Appeal.................................................. 7


SECTION 6 - AMENDMENT AND TERMINATION............................................ 7


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THE MEAD CORPORATION EXCESS EARNINGS BENEFIT PLAN
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SECTION 1 - GENERAL - -------------------


1.1 History and Purpose. Effective January 1, 1976, THE MEAD
------------------- CORPORATION, an Ohio corporation ("Mead") established The Mead Excess Benefits Plan (the "Prior Plan"). The Prior Plan was subsequently amended and restated, effective May 1, 1979, amended, effective November 1, 1986, and again amended and restated, effective October 27, 1988. The following provisions constitute an amendment, restatement, and continuation of the portion of the Prior Plan that is intended to be a "top hat plan" (within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA")) into a separate plan which shall be effective January 1, 1996, and shall be known as THE MEAD CORPORATION EXCESS EARNINGS BENEFIT PLAN (the "Plan"). The sole purpose of the Plan is to supplement the amount of the "Pension" (as defined in the Mead Retirement Plan) payable to or on account of any employee or former employee of Mead or of any "Affiliate" (as defined below) from The Mead Retirement Plan to the extent, if any, that the amount of his Pension is limited by application of the provisions of section 401(a)(17) of the Internal Revenue Code of 1986 (the "Code"). Mead and such Affiliates are sometimes referred to below individually, as an "Employer" and, collectively, as the "Employers." The term "Affiliate" means any entity during the period that it is, along with Mead, a member of a controlled group of corporations, a controlled group of trades and businesses, an affiliated service group or any other entity designate by the Secretary of the Treasury as described in sections 414(b), 414(c), 414(m), and 414(o), respectively, of the Code.


1.2 Plan Funding and Administration. The benefits payable under the Plan
------------------------------- are unfunded and are payable, when due, from the general assets of the Employers or, in the sole discretion of the Compensation Committee of the Board of Directors of Mead (the "Committee"), from the assets of a benefit trust, the assets of which shall be subject to the claims of the unsecured general creditors of the Employers. Notwithstanding the foregoing, in the event of a "Potential Change in Control" (as defined in Section 3.02 of Benefit Trust Agreement, a trust agreement established January 9, 1987 by and between Mead and Society Bank, National Association) the provisions of Benefit Trust Agreement shall become operative with respect to the Plan. The Plan shall be administered by the Vice-President-Human Resources of Mead (the "Administrator") who shall have the rights, powers and duties with respect to the Plan that are hereinafter set forth.


1.3 Applicable Law. The Plan will be construed and administered in
-------------- accordance with the laws of the State of Ohio to the extent that those laws are not preempted by the laws of the United States of America.


1.4 Gender and Number. Where the context admits, words in any gender will
----------------- include any other gender, words in the singular will include the plural and words in the plural will include the singular.


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1.5 Assignment. No Plan right or interest of any person under the Plan
---------- shall be assignable or transferable, in whole or in part, either directly or otherwise, including without limitation thereto, by execution, levy, attachment, garnishment, pledge or in any other manner, but excluding transfers by reason of death or mental incompetency; no attempted assignment or transfer thereof shall be effective; and no such right or interest shall be liable for, or subject to, any obligation or liability of any person.


1.6 Plan Year. The term "Plan Year" means the calendar year.
---------


SECTION 2 - PARTICIPATION - -------------------------


2.1 Eligibility for Participation. An employee shall become a Participant
----------------------------- in the Plan on the date on which he first has an "Excess Earnings Benefit" (as defined in subsection 3.1).


2.2 Participation Not Contract of Employment. The Plan does not
---------------------------------------- constitute a contract of employment and participation in the Plan will not give any employee the right to be retained in the employ of the Employers or Affiliates nor give any person any right or claim to any benefit under the terms of the Plan unless such right or claim has specifically accrued under the terms of the Plan.


SECTION 3 - DETERMINATION OF EXCESS EARNINGS BENEFIT AMOUNT - -----------------------------------------------------------


3.1 Excess Earnings Benefit Amount. A Participant's "Excess Earnings
------------------------------ Benefit" as at any date is an amount, if any, payable under this Plan commencing on the Participant's "Normal Retirement Date" (as defined in The Mead Retirement Plan), which, when expressed as an annual amount payable as a single life annuity, is equal to the amount determined by reducing the amount of his "Unlimited Accrued Benefit" (as defined in subsection 3.2) as of that date by an amount equal to the sum of:


(a) the amount of his "Qualified Accrued Benefit" (as defined in
subsection 3.3) as of that date; and


(b) the amount of his "Section 415 Excess Benefit" (determined in
accordance with the provisions of The Mead Corporation Section 415
Excess Benefit Plan).


Notwithstanding the foregoing provisions of this subsection, if a Participant continues in the employ of the Employers and Affiliates after his Required Beginning Date (as defined in The Mead Retirement Plan), the amount of his Excess Earnings Benefit shall be recomputed as of the last day of each Plan Year, beginning with the Plan Year during which the Participant's Required Beginning Date occurs, taking into account amounts previously distributed to him under the Plan. If any such recomputation results in an additional Excess Earnings Benefit amount, that amount shall be distributed to him in accordance with paragraph 4.1(b).


3.2 Unlimited Accrued Benefit. A Participant's "Unlimited Accrued
------------------------- Benefit" as at any date is an amount equal to the amount of his "Accrued Benefit" (as determined in accordance with the provisions of The Mead Retirement Plan as of that date), computed without regard to:


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(a) the limitations of section 415 of the Code;


(b) the amount of any otherwise applicable reduction in the amount of
his Accrued Benefit on account of any amount paid or payable:


(i) to or on account of the Participant under any other
"qualified" defined benefit pension plan maintained by any
Employer; or


(ii) to an "alternate payee" (as defined in section 414(p) of the
Code); or


(c) the limitation of section 401(a)(17) of the Code; but


(d) by taking into account the amount, if any, that:


(i) the Participant elects to defer under the terms of The Mead
Corporation Executive Capital Accumulation Plan ("EXCAP") for
any applicable Plan Year, exclusive of any portion of a
deferral that is attributable to long-term incentive
compensation paid to him;


(ii) the fair market value of each share of common stock of Mead
issued, or deemed issued, to the Participant (whether or not
subject to a risk of forfeiture) in lieu of cash payment of
the Participant's base salary or short term incentive
compensation for any applicable Plan Year, which value shall
be determined as the closing price of a share of such stock
on the New York Stock Exchange on the date payment is
otherwise due or, if no Mead common stock is traded on that
Exchange on that date for any reason, the next preceding day
on which Mead common stock was traded on the New York Stock
Exchange; and


(iii) any amount paid to the Participant paid to the Participant in lieu
of an annual incentive plan payment and not deferred by him
under EXCAP.


3.3 Qualified Accrued Benefit. A Participant's "Qualified Accrued
------------------------- Benefit" as at any date is an amount equal to the amount of his Accrued Benefit (as determined in accordance with the provisions of The ...