EXHIBIT 10.14

                CHANGE OF CONTROL SEVERANCE POLICY

                           Introduction


          The Board of Directors of Mosinee Paper Corporation recognizes
 that, from time to time, the Company may explore potential transactions
 that could result in a Change of Control of the Company.  This possibility
 and the uncertainty it creates may result in the loss or distraction of
 employees of the Company and its Subsidiaries to the detriment of the
 Company and its shareholders.

          The Board considers the avoidance of such loss and distraction to
 be essential to protecting and enhancing the best interests of the Company
 and its shareholders.  The Board also believes that when a Change of
 Control is perceived as imminent, or is occurring, the Board should be
 able to receive and rely on disinterested service from employees regarding
 the best interests of the Company and its shareholders without concern
 that employees might be distracted or concerned by the personal
 uncertainties and risks created by the perception of an imminent or
 occurring Change of Control.

          In addition, the Board believes that it is consistent with the
 Company's employment practices and policies and in the best interests of
 the Company and its shareholders to treat fairly its employees whose
 employment terminates in connection with or following a Change of Control.

          Accordingly, the Board has determined that appropriate steps
 should be taken to assure the Company of the continued employment and
 attention and dedication to duty of its employees and to seek to ensure
 the availability of their continued service, notwithstanding the
 possibility or occurrence of a Change of Control.

          Therefore, in order to fulfill the above purposes, the following
 plan has been developed and is hereby adopted.

                             ARTICLE I
                       ESTABLISHMENT OF PLAN

          As of the Effective Date, the Company hereby establishes a
 separation compensation plan known as the Mosinee Paper Corporation Change
 of Control Severance Policy, as set forth in this document.

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                            ARTICLE II
                            DEFINITIONS

          As used herein the following words and phrases shall have the
 following respective meanings unless the context clearly indicates
 otherwise:

          (a)  ANNUAL BONUS.  The highest amount a Participant received as
 an annual bonus under the Company's Performance Bonus Plan and/or any
 other annual bonus plan, program or policy in any of the three years prior
 to a termination of employment entitling the Participant to a Separation
 Benefit.
<PAGE>
          (b)  ANNUAL COMPENSATION.  The sum of a Participant's Required
 Base Salary and Annual Bonus.

          (c)  BASE SALARY.  The amount a Participant is entitled to
 receive as wages or salary on an annualized basis, excluding all bonus,
 overtime, health additive and incentive compensation, payable by an
 Employer as consideration for the Participant's services.

          (d)  BOARD.  The Board of Directors of Mosinee Paper Corporation.

          (e)  CHANGE OF CONTROL.  "Change of Control" shall mean:

               (i)  The acquisition by any individual, entity or group
     (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
     beneficial ownership (within the meaning of Rule 13d-3 promulgated
     under the Exchange Act) of 20% or more of either (A) the then
     outstanding shares of common stock of the Company (the "Outstanding
     Company Common Stock") or (B) the combined voting power of the then
     outstanding voting securities of the Company entitled to vote
     generally in the election of directors (the "Outstanding Company
     Voting Securities"); provided, however, that for purposes of this
     subsection (i), the following acquisitions shall not constitute a
     Change of Control:  (I) any acquisition directly from the Company,
     (II) any acquisition by the Company, (III) any acquisition by any
     employee benefit plan (or related trust) sponsored or maintained by
     the Company or any corporation controlled by the Company or (IV) any
     acquisition pursuant to a transaction which complies with clauses (A),
     (B) and (C) of subsection (iii) of this Section 2(e); or

              (ii)  Individuals who, as of the date hereof, constitute the
     Board (the "Incumbent Board") cease for

                                   -2-

     any reason to constitute at least a majority of the Board; provided,
     however, that any individual becoming a director subsequent to the
     date hereof whose election, or nomination for election by the
     Company's shareholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be
     considered as though such individual were a member of the Incumbent
     Board, but excluding, for this purpose, any such individual whose
     initial assumption of office occurs as a result of an actual or
     threatened election contest with respect to the election or removal
     of directors or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board; or

             (iii)  Consummation by the Company of a reorganization,
     merger, share exchange or consolidation or sale or other disposition
     of all or substantially all of the assets of the Company or the
     acquisition of assets of another entity (a "Business Combination"), in
     each case, unless, following such Business Combination, (A) all or
     substantially all of the individuals and entities who were the
     beneficial owners, respectively, of the Outstanding Company Common
     Stock and Outstanding Company Voting Securities immediately prior to
     such Business Combination beneficially own, directly or indirectly,
     more than 60% of, respectively, the then outstanding shares of common
     stock and the combined voting power of the then outstanding voting
     securities entitled to vote generally in the election of directors, as
<PAGE>
     the case may be, of the corporation resulting from such Business
     Combination (including, without limitation, a corporation which as a
     result of such transaction owns the Company or all or substantially
     all of the Company's assets either directly or through one or more
     subsidiaries) in substantially the same proportions as their
     ownership, immediately prior to such Business Combination of the
     Outstanding Company Common Stock and Outstanding Company Voting
     Securities, as the case may be, (B) no Person (excluding any employee
     benefit plan (or related trust) of the Company or such corporation
     resulting from such Business Combination) beneficially owns, directly
     or indirectly, 20% or more of, respectively, the then outstanding
     shares of common stock of the corporation resulting from such Business
     Combination or the combined voting power of the then outstanding
     voting securities of such corporation except to the extent that such
     ownership existed with respect to the Company prior to the Business
     Combination and (C) at least a majority of the members of the board of
     directors of the corporation resulting from such Business Combination
     were members of the Incumbent Board at the time of the execution of
     the

                                   -3-

     initial agreement, or of the action of the Board, providing for
     such Business Combination; or

              (iv)  Approval by the shareholders of the Company of a
     complete liquidation or dissolution of the Company.


 Notwithstanding the foregoing, neither the approval by the shareholders of
 the Company, nor the consummation, of the transactions contemplated by
 that certain Agreement and Plan of Merger, dated as of August 24, 1997, by
 and among Wausau Paper Mills Company, WPM Holdings, Inc. and the Company
 on substantially the terms and conditions set forth therein as of August
 24, 1997 shall constitute a Change of Control for purposes of this Plan.

          (f)  CODE.  The Internal Revenue Code of 1986, as amended from
 time to time.

          (g)  COMMITTEE.  The Compensation Committee of the Board.

          (h)  COMPANY.  Mosinee Paper Corporation and any successor
 thereto.

          (i)  EFFECTIVE DATE.  Such date as the Board shall designate in
 its resolution approving the Plan.

          (j)  EMPLOYEE.  Any employee of an Employer.

          (k)  EMPLOYER.  The Company or a Subsidiary of the Company which
 has adopted the Plan pursuant to Article V hereof.

          (l)  PARTICIPANT.  An Employee who meets the eligibility
 requirements of Section 3.1.

          (m)  PLAN.  The Mosinee Paper Corporation Change of Control
 Severance Policy.
<PAGE>
          (n)  REQUIRED BASE SALARY.  With respect to any Participant, the
 higher of (x) the Participant's Base Salary as in effect immediately prior
 to the Change of Control and (y) the Participant's highest Base Salary in
 effect at any time thereafter.

          (o)  SEPARATION BENEFIT.  The benefit payable in accordance with
 Section 4.3 of the Plan.

          (p)  SUBSIDIARY.  Any corporation in which the Company, directly
 or indirectly, holds a majority of the voting

                                   -4-

power of such corporation's outstanding shares of capital stock.

          (q)  WEEKLY COMPENSATION.  A Participant's Annual Compensation
 divided by 52.

          (r)  YEAR OF SERVICE.  A twelve-month continuous period of
 employment, including periods of vacation, lay-off, leave of absence or
 disability, with an Employer or any affiliate of an Employer or their
 predecessors or successors.


                            ARTICLE III
                            ELIGIBILITY

          3.1  PARTICIPATION.  Each Employee who is not a party to an
 employment agreement with the Company which shall be effective in the
 event of a Change of Control shall be eligible to be designated by the
 Board or the Committee as a Participant in the Plan.  An Employee once
 designated as a Participant may be excluded from the Plan by action of the
 Committee at any time prior to the occurrence of a Change of Control
 provided that such exclusion is not in connection with or in anticipation
 of a then-pending or proposed Change of Control.

          3.2  DURATION OF PARTICIPATION.  A Participant shall cease to be
 a Participant in the Plan when he ceases to be an Employee of any Employer
 or ceases to be a member of the group of Employees designated as eligible
 to participate in the Plan, unless, at the time he ceases to be an
 Employee or a member of a group of Employees, such Participant is entitled
 to payment of a Separation Benefit as provided in the Plan or there has
 been an event or occurrence described in Section 4.2(a) which would enable
 the Participant to terminate his employment and receive a Separation
 Benefit.  A Participant entitled to payment of a Separation Benefit or any
 other amounts under the Plan shall remain a Participant in the Plan until
 the full amount of the Separation Benefit and any other amounts payable
 under the Plan have been paid to the Participant.

                            ARTICLE IV
                        SEPARATION BENEFITS

          4.1  RIGHT TO SEPARATION BENEFIT.  A Participant shall be
 entitled to receive from his Employer a Separation Benefit in the amount
 provided in Section 4.3 if, at any time after a Change of Control has
 occurred and on or before the second anniversary thereof, the
 Participant's employment by

                                   -5-
<PAGE>
  an Employer shall terminate for any reason specified in Section 4.2(a),
  whether the termination is voluntary or involuntary.  Any Separation
  Benefits payable hereunder are intended as stipulated damages for the
  termination of the Participant's employment, with the understanding that
  the actual damages incurred by a Participant in such circumstances will
  be difficult or impossible to determine.

          4.2  TERMINATION OF EMPLOYMENT.

               (a)  TERMINATIONS WHICH GIVE RISE TO SEPARATION BENEFITS
 UNDER THIS PLAN.  (i) Except as set forth in subsection (b) below, any
 termination of employment with an Employer by action of the Employer or
 any of its affiliates within two years after a Change of Control
 (excluding any transfer to another Employer) shall entitle a Participant
 to a Separation Benefit in accordance with Section 4.3.
 
                  (ii)  If within two years after a Change of Control a
 Participant's Base Salary is reduced below the Required Base Salary, the
 Participant may terminate his employment within 90 days of the occurrence
 of such reduction and be entitled to the Separation Benefits in accordance
 with Section 4.3.

                  (iii)  If within two years after a Change of Control a
 Participant's duties and responsibilities or the program of benefits
 offered to a Participant are materially and adversely diminished in
 comparison to the duties and responsibilities or the program of benefits
 enjoyed by the Participant immediately prior to the Change of Control, he
 may terminate his employment within 90 days of the occurrence of such
 diminution and be entitled to the Separation Benefits in accordance with
 Section 4.3.

                   (iv)  If within two years after a Change of Control a
 Participant is required to be based at a location more than 50 miles from
 the location where the Participant was based and performed services
 immediately prior to the Change of Control, he may terminate his
 employment within 90 days of such requirement and be entitled to the
 Separation Benefits in accordance with Section 4.3.

                    (v)  If within two years after a Change of Control, an
 Employer or any affiliate of an Employer sells or otherwise distributes or
 disposes of the subsidiary, branch or other business unit in which the
 Participant was employed before such sale, distribution or disposition and
 the requirements of subsection (b)(iv) of this Section 4.2 are not met, a
 Participant may terminate his employment within 90 days after such sale,
 distribution or disposition and

                                   -6-

 be entitled to the Separation Benefits in accordance with Section 4.3.

               (b)  TERMINATIONS WHICH DO NOT GIVE RISE TO SEPARATION
 BENEFITS UNDER THIS PLAN.  If a Participant's employment is terminated
 after a Change of Control for Cause, disability, retirement, or a
 qualified sale of business (as those terms are defined below), the
 Participant shall not be entitled to Separation Benefits under the Plan,
 regardless of the occurrence of a Change of Control.

                    (i)  A termination for disability shall have occurred
 where a Participant is terminated because illness or injury has prevented
<PAGE>
 him from performing his duties (as they existed immediately prior to the
 illness or injury) on a full-time basis for 180 consecutive business days.

                   (ii)  A termination by retirement shall have occurred
 where a Participant's termination is due to his voluntary normal or early
 retirement under a pension plan sponsored by his Employer or its
 affiliates, as defined in such plan.

                  (iii)  A termination for Cause shall have occurred where
 a Participant is terminated because of:

                    (A)  the willful and continued failure of the Employee
          to perform substantially the Employee's duties with the Company
          or one of its affiliates (other than any such failure resulting
          from incapacity due to physical or mental illness), after a
          written demand for substantial performance is delivered to the
          Employee by the Board or an elected officer of the Company which
          specifically identifies the manner in which the Board or the
          elected officer believes that the Employee has not substantially
          performed the Employee's duties, or

                    (B)  the willful engaging by the Employee in illegal
          conduct or gross misconduct which is materially and demonstrably
          injurious to the Company.

 For purposes of this provision, no act or failure to act, on the part of
 the Employee, shall be considered "willful" unless it is done, or omitted
 to be done, by the Employee in bad faith or without reasonable belief that
 the Employee's action or omission was in the best interests of the
 Company.  Any act, or failure to act, based upon authority given pursuant
 to a resolution duly adopted by the Board or based upon the advice of
 counsel for the Company shall be conclusively

                                   -7-

 presumed to be done, or omitted to be done, by the Employee in good faith
 and in the best interests of the Company.

                  (iv)   A termination due to a qualified sale of business
 shall have occurred where, within two years after a Change of Control, an
 Employer or an affiliate of an Employer has sold, distributed or otherwise
 disposed of the subsidiary, branch or other business unit in which the
 Participant was employed before such sale, distribution or disposition and
 the Participant has been offered employment with the purchaser of such
 subsidiary, branch or other business unit or the corporation or other
 entity which is the owner thereof on substantially the same terms and
 conditions under which he worked for the Employer (including, without
 limitation, base salary, duties and responsibilities, program of benefits
 and location where based).  Such terms and conditions shall also include,
 without limitation, a legally binding agreement or plan covering such
 Participant, providing that upon a termination of employment with the
 subsidiary, branch or business unit (or the corporation or other entity
 which is the owner thereof) or any successor of the kind described in
 Article VI of this Plan, within two years after the Change of Control of
 the Company, the Participant's employer or any successor will pay to each
 such former Participant an amount equal to the Separation Benefit and
 other benefits that such former Participant would have received under the
 Plan had he been a Participant at the time of such termination.  For
 purposes of this subsection, the new employer plan or agreement must treat
<PAGE>
 service with any Employer (irrespective of whether the Employer was an
 affiliate of the Company or the Employee was a Participant at the time of
 such service) and the new employer as continuous service for purposes of
 calculating separation benefits.

          4.3  SEPARATION BENEFITS.

               (a)  IN GENERAL.  If a Participant's employment terminates
 in circumstances entitling him to a Separation Benefit as provided in
 Section 4.2(a), the Participant's Employer or the Company shall provide
 such Participant with a Separation Benefit as follows:

          (i) the Company shall pay such Participant, within ten days after
          the date such termination takes effect (the "Date of
          Termination"), a cash lump sum equal to the excess of (A) the
          Participant's Weekly Compensation (determined immediately before
          the Date of Termination) times the "Multiple" (as defined in
          Section 4.3(b) below) over (B) the amount of any severance pay or
          pay in lieu of notice required to be paid to such Employee under
          applicable law ("Statutory Severance"); and

                                   -8-

           (ii) the Company shall continue to provide such Participant, for
          a number of weeks after the Date of Termination equal to the
          Multiple, with life and medical/dental insurance coverage at
          least as favorable as the coverage in force on the Date of
          Termination, with no increase in the employee contribution rate.

               (b)  DEFINITION OF "MULTIPLE".  The "Multiple" shall mean
 the sum of (i) the number of the Participant's completed Years of Service
 and (ii) the quotient (rounded down to the nearest whole number) of the
 Participant's Required Base Salary, divided by $5,000; provided, however,
 that the Multiple shall not be less than 4 nor greater than 52.

          4.4  OTHER BENEFITS PAYABLE.  The Separation Benefit described in
 Section 4.3 above shall be payable in addition to, and not in lieu of, all
 other accrued or vested or earned but deferred compensation, rights,
 options or other benefits which may be owed to a Participant upon or
 following termination, including but not limited to accrued vacation or
 sick pay, amounts or benefits payable under any bonus or other
 compensation plans, stock option plan, stock ownership plan, stock
 purchase plan, life insurance plan, health plan, disability plan or
 similar or successor plan, and Statutory Severance.

          4.5  CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

               (a)  For purposes of this Section 4.5, (i) a Payment shall
 mean any payment or distribution in the nature of compensation to or for
 the benefit of a Participant, whether paid or payable pursuant to this
 Plan or otherwise; (ii) Separation Payment shall mean a Payment paid or
 payable pursuant to this Plan (disregarding this Section); (iii) Net After
 Tax Receipt shall mean the Present Value of a Payment net of all taxes
 imposed on a Participant with respect thereto under Sections 1 and 4999 of
 the Internal Revenue Code of 1986, as amended (the "Code"), and any
 corresponding provisions of state and local income tax laws, determined by
 applying the highest marginal tax rates that are expected to apply to the
 Participant's taxable income for the relevant taxable year; (iv) "Present
 Value" shall mean such value determined in accordance with Section
<PAGE>
 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the greatest
 aggregate amount of Separation Payments which (a) is less than the sum of
 all Separation Payments and (b) results in aggregate Net After Tax
 Receipts which are equal to or greater than the Net After Tax Receipts
 which would result if the Participant were paid the sum of all Separation
 Payments.

                                   -9-

               (b)  Anything in this Agreement to the contrary
 notwithstanding, in the event Ernst & Young LLP or such other certified
 public accounting firm designated by the Participant (the "Accounting
 Firm") shall determine that receipt of all Payments would subject the
 Participant to tax under Section 4999 of the Code, it shall determine
 whether some amount of Separation Payments would meet the definition of a
 "Reduced Amount."  If the Accounting Firm determines that there is a
 Reduced Amount, the aggregate Separation Payments shall be reduced to such
 Reduced Amount.  All fees payable to the Accounting Firm shall be paid
 solely by the Company.

               (c)  If the Accounting Firm determines that aggregate
 Separation Payments should be reduced to the Reduced Amount, the Company
 shall promptly give the Participant notice to that effect and a copy of
 the detailed calculation thereof, and the Participant may then elect, in
 his sole discretion, which and how much of the Separation Payments shall
 be eliminated or reduced (as long as after such election the present value
 of the aggregate Separation Payments equals the Reduced Amount), and shall
 advise the Company in writing of his election within ten days of his
 receipt of notice.  If no such election is made by the Participant within
 such ten-day period, the Company may elect which of such Separation
 Payments shall be eliminated or reduced (as long as after such election
 the present value of the aggregate Separation Payments equals the Reduced
 Amount) and shall notify the Participant promptly of such election.  All
 determinations made by the Accounting Firm under this Section shall be
 binding upon the Company and the Participant and shall be made within 60
 days of a termination of employment of the Participant.  As promptly as
 practicable following such determination, the Company shall pay to or
 distribute for the benefit of the Participant such Separation Payments as
 are then due to the Participant under this Plan and shall promptly pay to
 or distribute for the benefit of the Participant in the future such
 Separation Payments as become due to the Participant under this Plan.

               (d) While it is the intention of the Company to reduce the
 amounts payable or distributable to the Participants hereunder only if the
 aggregate Net After Tax Receipts to a Participant would thereby be
 increased, as a result of the uncertainty in the application of Section
 4999 of the Code at the time of the initial determination by the
 Accounting Firm hereunder, it is possible that amounts will have been paid
 or distributed by the Company to or for the benefit of a Participant
 pursuant to this Plan which should not have been so paid or distributed
 ("Overpayment") or that additional amounts which will have not been paid
 or distributed by the Company to or for the benefit of a Participant
 pursuant to this Plan could have been so paid or distributed

                                  -10-

 ("Underpayment"), in each case, consistent with the calculation of the
 Reduced Amount hereunder.  In the event that the Accounting Firm, based
 either upon the assertion of a deficiency by the Internal Revenue Service
<PAGE>
 against the Company or the Participant which the Accounting Firm believes
 has a high probability of success determines that an Overpayment has been
 made, any such Overpayment paid or distributed by the Company to or for
 the benefit of a Participant shall be treated for all purposes as a loan
 to the Participant which the Participant shall repay to the Company
 together with interest at the applicable federal rate provided for in
 Section 7872(f)(2) of the Code; provided, however, that no such loan shall
 be deemed to have been made and no amount shall be payable by a
 Participant to the Company if and to the extent such deemed loan and
 payment would not either reduce the amount on which the Participant is
 subject to tax under Section 1 and Section 4999 of the Code or generate a
 refund of such taxes.  In the event that the Accounting Firm, based upon
 controlling precedent or substantial authority, determines that an
 Underpayment has occurred, any such Underpayment shall be promptly paid by
 the Company to or for the benefit of the Participant together with
 interest at the applicable federal rate provided for in Section 7872(f)(2)
 of the Code.

          4.6  PAYMENT OBLIGATIONS ABSOLUTE.

          Upon a Change of Control, subject to Section 4.5, the obligations
 of the Company and the Employer to pay the Separation Benefits described
 in Section 4.3 shall be absolute and unconditional and shall not be
 affected by any circumstances, including, without limitation, any set-off,
 counterclaim, recoupment, defense or other right which the Company or any
 of its Subsidiaries may have against any Participant.  In no event shall a
 Participant be obligated to seek other employment or take any other action
 by way of mitigation of the amounts payable to a Participant under any of
 the provisions of this Plan, nor shall the amount of any payment hereunder
 be reduced by any compensation earned by a Participant as a result of
 employment by another employer.


                             ARTICLE V
                      PARTICIPATING EMPLOYERS

          As of the Effective Date, this Plan shall be deemed adopted by
 each Subsidiary of the Company.  Upon such adoption, each Subsidiary shall
 become an Employer hereunder and the provisions of the Plan shall be fully
 applicable to the Employees of that Subsidiary who are eligible to be
 Participants.


                                  -11-

                            ARTICLE VI
                       SUCCESSOR TO COMPANY

          This Plan shall bind any successor of the Company, its assets or
 its businesses (whether direct or indirect, by purchase, merger,
 consolidation or otherwise), in the same manner and to the same extent
 that the Company would be obligated under this Plan if no succession had
 taken place.

          In the case of any transaction in which a successor would not by
 the foregoing provision or by operation of law be bound by this Plan, the
 Company shall require such successor expressly and unconditionally to
 assume and agree to perform the Company's obligations under this Plan, in
 the same manner and to the same extent that the Company would be required
<PAGE>
 to perform if no such succession had taken place.  The term "Company," as
 used in this Plan, shall mean the Company as hereinbefore defined and any
 successor or assignee to the business or assets which by reason hereof
 becomes bound by this Plan.


                            ARTICLE VII
                DURATION, AMENDMENT AND TERMINATION

          7.1  DURATION.  If a Change of Control has not occurred and no
 proposal with respect to a Change of Control is then pending, this Plan
 shall expire on August 24, 1998, unless sooner terminated as provided in
 Section 7.2, or unless extended for an additional period or periods by
 resolution adopted by the Board.

          If a Change of Control occurs, this Plan shall continue in full
 force and effect and shall not terminate or expire until after all
 Participants who become entitled to any payments hereunder shall have
 received such payments in full and all adjustments required to be made
 pursuant to Section 4.5 have been made.

          7.2  AMENDMENT AND TERMINATION.  The Plan may be terminated or
 amended in any respect by resolution adopted by a majority of the Board,
 unless a Change of Control has previously occurred.  However, in
 connection with or in anticipation of a then-pending or proposed Change of
 Control, this Plan may not be terminated or amended in any manner which
 would adversely affect the rights or potential rights of Participants.  If
 a Change of Control occurs, the Plan shall no longer be subject to
 amendment, change, substitution, deletion, revocation or termination in
 any respect which adversely affects the rights of Participants.

                                  -12-

          7.3  FORM OF AMENDMENT.  The form of any amendment or termination
 of the Plan shall be a written instrument signed by a duly authorized
 officer or officers of the Company, certifying that the amendment or
 termination has been approved by the Board.  An amendment of the Plan in
 accordance with the terms hereof shall automatically effect a
 corresponding amendment to all Participants' rights hereunder.  A
 termination of the Plan shall in accordance with the terms hereof
 automatically effect a termination of all Participants' rights and
 benefits hereunder.


                           ARTICLE VIII
                           MISCELLANEOUS

          8.1  INDEMNIFICATION.  If a Participant institutes any legal
 action in seeking to obtain or enforce, or is required to defend in any
 legal action the validity or enforceability of, or entitlement to, any
 right or benefit provided by this Plan, the Company or the Employer will
 pay for all actual legal fees and expenses incurred (as incurred) by such
 Participant, regardless of the outcome of such action.

          8.2  EMPLOYMENT STATUS.  This Plan does not constitute a contract
 of employment or impose on the Participant or the Participant's Employer
 any obligation to retain the Participant as an Employee, to change the
 status of the Participant's employment, or to change the Company's
 policies or those of its Subsidiaries' regarding termination of
 employment.
<PAGE>
          8.3  VALIDITY AND SEVERABILITY.  The invalidity or
 unenforceability of any provision of the Plan shall not affect the
 validity or enforceability of any other provision of the Plan, which shall
 remain in full force and effect, and any prohibition or unenforceability
 in any jurisdiction shall not invalidate or render unenforceable such
 provision in any other jurisdiction.

          8.4  GOVERNING LAW.  The validity, interpretation, construction
 and performance of the Plan shall in all respects be governed by the laws
 of Wisconsin, without reference to principles of conflict of law.

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