Exhibit 10.9


                       WAUSAU-MOSINEE PAPER CORPORATION
                      DIRECTOR RETIREMENT BENEFIT POLICY
                         As amended December 12, 2002


      Each person whose service as a member of the Board of Directors (a
"Director") began prior to January 1, 2003 and terminates after he has served
as a Director for not less than five full calendar years (a "Retired Director")
shall be entitled to receive a Director's Retirement Benefit in accordance with
the following terms and conditions:

      (a)   During the Benefit Period (as defined in paragraph (c)), on each
date on which the Corporation pays Directors' fees consisting of the Directors'
monthly retainer or a Board of Directors meeting fee to serving Directors, a
Retired Director shall be paid a Director's Retirement Benefit.  Payment of
such Director's Retirement Benefit shall not be conditioned upon the attendance
of the Retired Director at any meeting of the Board of Directors or the
performance by the Retired Director of any services on behalf of the
Corporation.

      (b)   For purposes of this policy, a "Director's Retirement Benefit"
shall be an amount equal to the monthly retainer or Board of Directors meeting
fee, as applicable, to which a Director was entitled under the standard
Directors' fee policy of the Corporation as of the date of the Retired
Director's termination of service as a Director (the Retired Director's
"Termination Date"); provided, however, that the number of payments of the
Director's Retirement Benefit which is attributable to the payment of Board of
Director meeting fees in any fiscal year of the Corporation shall not exceed
the number of regularly scheduled meetings of the Board in the fiscal year in
which the retired Director's Termination Date occurred.  The Director's
Retirement Benefit shall not include fees paid for attendance at Committee
Meetings or any compensation paid to Directors other than the monthly retainer
or Board of Directors meeting fee as herein described.

      (c)   The "Benefit Period" shall mean the period which begins on the day
next following the Retired Director's Termination Date and which ends on the
first to occur of (1) the date which is (A) the same number of months
subsequent to the Retired Director's Termination Date as is equal to (B) the
number of whole or partial months during which the Retired Director served as a
Director prior to his Termination Date and (2) the Retired Director's death.
For purposes of determining the number of whole or partial months during which
the retired Director served as a Director prior to his Termination Date,
service as a director of Mosinee Paper Corporation (a "Mosinee Director") (1)
prior to December 17, 1997 and (2) during any period in which such Mosinee
Director was not also a director of the Corporation, shall be deemed to be
service as a Director.

      (d)   As of the date of Change of Control of the Corporation, as defined
in the Directors' Deferred Compensation Plan as from time to time in effect,
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the Corporation shall pay the present value of all unpaid Director's Retirement
Benefit payments to the Retired Director in a lump sum.  The present value of
such payments shall be based on the assumption that the Retired Director shall
serve as a Retired Director through the period described in paragraph (c)(1)
and it shall be computed by reference to the 1983 Individual Annuity Mortality
Table with an assumed interest rate equal to the "immediate annuity rate" as
then in effect as determined by the Pension Benefit Guaranty Corporation and
promulgated in Appendix B to 29 C.F.R. section 2619.65 or any successor
regulation adopted for the same or substantially similar purpose.

      (e)   Director's Retirement Benefits payable hereunder may not be
voluntarily or involuntarily sold or assigned, and shall not be subject to any
attachment, levy or garnishment.  The Corporation shall not be obligated to
reserve or otherwise set aside funds for the payment of retirement benefits
under this policy and the rights of a Retired Director shall be only those with
respect to an unsecured claim against the general assets of the Corporation.
All amounts due a Retired Director shall be paid out of the general assets of
the Corporation.

      (f)   This policy may be terminated or amended at any time by resolution
of the Board of Directors; provided, however, that neither an amendment nor the
termination of this policy shall reduce the retirement benefits accrued by a
Retired Director as of the date of such amendment or termination.