EXHIBIT 10.1


                     MOSINEE PAPER CORPORATION

             DEFERRED COMPENSATION PLAN FOR DIRECTORS



     1.   RESTATEMENT OF PLAN.  Mosinee Paper Corporation (the "Company")
 hereby amends and restates the Mosinee Paper Corporation Deferred
 Compensation Plan for Directors effective as of June 17, 1993 (the
 "Plan").

     2.   PURPOSE. The purpose of the Plan is to establish an alternative
 method of compensating members of the Board of Directors of the Company
 (the "Directors"), whether or not they otherwise receive compensation as
 employees of the Company, in order to aid the Company in attracting and
 retaining as Directors persons whose abilities, experience and judgment
 can contribute to the continued progress of the Company and to provide a
 mechanism by which the interests of the Directors and the shareholders can
 be more closely aligned.

     3.   DEFINITIONS.  As used in this Plan the following terms shall have
 the meaning set forth in this paragraph 3:

     (a) "BENEFICIARY" shall mean such person or persons, or organization
     or organizations, as the Participant from time to time may designate
     by a written designation filed with the Company during the
     Participant's life.  Any amounts payable hereunder to a Participant's
     Beneficiary shall be paid in such proportions and subject to such
     trusts, powers and conditions as the Participant may provide in such

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     designation.  Each such designation, unless otherwise expressly
     provided therein, may be revoked by the Participant by a written
     revocation filed with the Company during the Participant's life.  If
     more than one such designation shall be filed by a Participant with
     the Company, the last designation so filed shall control over any
     revocable designation filed prior to such filing.  To the extent that
     any amounts payable under this Plan to a Participant's Beneficiary are
     not effectively disposed of pursuant to the above provisions of this
     paragraph 3(a), either because no designation was in effect at the
     Participant's death or because a designation in effect at the
     Participant's death failed to dispose of such amounts in their
     entirety, then for purposes of this Plan, the Participant's
     "Beneficiary" as to such undisposed of amounts shall be the
     Participant's estate.

     (b)  "CHANGE OF CONTROL OF THE COMPANY" shall be deemed to have
     occurred when:

          (1)  any one of the following events occurs:

               (A)  any "person" (as such term is used in Sections 13(d)
          and 14(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")), other than (i) the Company or any of its
          subsidiaries, (ii) a trustee or other fiduciary holding
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          securities under an employee benefit plan of the Company or any
          of its subsidiaries, (iii) an underwriter temporarily holding

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          securities pursuant to an offering of such securities, or (iv) a
          company owned, directly or indirectly, by the shareholders of the
          Company in substantially the same proportions as their ownership
          of stock of the Company, is or becomes the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange Act), directly or
          indirectly, of securities of the Company (not including in the
          securities beneficially owned by such persons any securities
          acquired directly from the Company or its affiliates)
          representing more than 50% of the combined voting power of the
          Company's then outstanding securities; provided, however, that
          for the purpose of determining whether any shareholder of the
          Company on the date hereof becomes the beneficial owner of
          securities of the Company representing more than 50% of the
          combined voting power of the Company's then outstanding
          securities, the securities of the Company held by such
          shareholder on the date hereof shall not be taken into account;

               (B)  the shareholders of the Company approve a merger or
          consolidation of the Company or a share exchange with any other
          company, other than a merger or consolidation or share exchange
          which would result in the voting securities of the Company
          outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or by being converted

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          into voting securities of the surviving entity) in combination
          with the ownership of any trustee or other fiduciary holding
          securities under an employee benefit plan of the Company, at
          least 50% of the combined voting power of the voting securities
          of the Company or such surviving entity outstanding immediately
          after such merger or consolidation or share exchange, or a merger
          or consolidation or share exchange effected to implement a
          recapitalization of the Company (or similar transaction) in which
          no person acquires more than 50% of the combined voting power of
          the Company's then outstanding securities; or

               (C)  the shareholders of the Company approve a plan of
          complete liquidation of the Company or an agreement for the sale
          or disposition by the Company of all or substantially all of the
          Company's assets and

          (2)  a majority of the members of the Board of Directors who are
     unaffiliated with an Interested Shareholder (defined below) and who
     were members of the Board of Directors as of a date prior to the date
     on which the Interested Shareholder became an Interested Shareholder
     has not, by resolution prior to (A) the person described in
     subparagraph (1)(A) becoming the beneficial owner of 10% of the
     combined voting power of the Company's then outstanding securities or
     (B) the approval of shareholders described in (1)(B) or (C) the
     approval of shareholders described in

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<PAGE>
     (1)(C), approved or recommended such event.  For purposes of this
     paragraph 3(b), the term "Interested Shareholder" shall mean any
     person (other than the Company or any of its subsidiaries or any
     member of the Board of Directors as of the effective date of this
     Plan or any affiliate of such person) who first became the beneficial
     owner of 10% or more of the combined voting power of the Company's
     then outstanding securities after the effective date of this Plan.

     (c)  "COMMON STOCK" shall mean the common stock, without par value, of
     the Company.

     (d)  "DIRECTORS' FEES"  shall mean all of the compensation to which a
     Director would otherwise become entitled for services to be rendered
     as a Director.

     (e)  "FAIR MARKET VALUE" of the Common Stock on any day shall be
     deemed to be the mean between the published high and low sale prices
     at which the Common Stock is traded on a bona fide over-the-counter
     market or, if such stock is not so traded on such day, on the next
     preceding day on which the Common Stock was so traded.

     (f)  "PARTICIPANT"  shall mean a Director who has made an election to
     defer Directors' Fees in accordance with paragraph 4.

     (g)  "TERMINATION OF SERVICE" shall mean the BONA FIDE termination of
     a Participant's services as a member of the Board of Directors of the
     Company.

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     4.   RIGHT TO DEFER DIRECTORS' FEES.

     (a) Each Director may elect before January 1 of any fiscal year of the
 Company to become a Participant and to defer the payment of all of the
 Directors' Fees to which the Participant would otherwise become entitled
 for services to be rendered during each fiscal year subsequent to the date
 on which such election is effective.  An election by a Director to defer
 Directors' Fees pursuant to this subparagraph (a) shall be effective with
 respect to Directors' Fees earned during the first fiscal year beginning
 after the date such election is made and during each subsequent fiscal
 year until revoked or amended, provided that any such revocation or
 amendment shall only be effective with respect to fiscal years beginning
 after the date written notice of such revocation or amendment is first
 received by the Company.

     (b)  Despite any other provision of subparagraph (a), if a person
 becomes a Director during a fiscal year, such Director may elect to become
 a Participant with respect to Directors' Fees earned during the year in
 which he became a Director, provided such election is made before such
 person begins to serve as a Director.  An election by a Director to defer
 Directors' Fees pursuant to this subparagraph (b) shall be effective after
 the date such election is made and received by the Company with respect to
 Directors' Fees earned during the fiscal year in which such election is
 made and during each subsequent fiscal year until revoked or amended,
 provided that any such revocation or

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<PAGE>
 amendment shall only be effective with respect to fiscal years beginning
 after the date written notice of such revocation or amendment is first
 received by the Company.

     (c)  Directors' Fees deferred by a Participant shall be distributable
 in accordance with paragraph 9 hereof and only after such Participant's
 Termination of Service.  Any Directors' Fees not subject to an election
 made in accordance with this paragraph 4 shall be paid to the Director in
 cash.

     5.   ACCOUNTING AND ELECTIONS.

     (a)  The Company shall establish a Deferred Cash Account and a
 Deferred Stock Account in the name of each Participant.

     (b)  Each Participant shall make an initial election at the time his
 deferral election is filed pursuant to paragraph 4 to have his deferred
 Directors' Fees allocated to his Deferred Cash Account or his Deferred
 Stock Account.  Effective from and after November 1, 1996, each fiscal
 year, a Participant may file a new election with the Company specifying
 (1) the Account to which all Directors' Fees deferred subsequent to the
 last day of such fiscal year (and prior to the effective date of any
 subsequent election) shall be allocated and/or (2) the Account to which
 all or any portion of the balance of his Accounts as of the last day of
 such fiscal year shall be allocated.  The transfer of a Participant's
 Account balance shall be made in accordance with the following:

     (1)  in the case of a transfer from a Deferred Cash Account into a
     Deferred Stock Account, that portion of the balance

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     in the Participant's Deferred Cash Account as of the last day of the
     fiscal year in which the Participant has made an election to transfer
     his Deferred Cash Balance shall be determined after giving effect to
     all other adjustments required by this Plan and such portion shall be
     debited from the Participant's Deferred Cash Account and credited to
     his Deferred Stock Account effective as of the first day of the next
     subsequent fiscal year.

     (2)  in the case of a transfer from a Deferred Stock Account into a
     Deferred Cash Account, the number of Stock Equivalent Units in the
     Participant's Deferred Stock Account as of the last day of the fiscal
     year to which the Participant has made an election to transfer his
     Deferred Stock Account shall be determined after giving effect to all
     other adjustments required by this Plan and such Stock Equivalent
     Units shall be converted into cash equivalent by multiplying the
     number of such units by an amount equal to the per share Fair Market
     Value of the Common Stock on the last day of the fiscal year.
     Effective as of the first day of the next subsequent fiscal year the
     Participant's Deferred Stock Account shall be debited by the number of
     Stock Equivalent Units so transferred and the Participant's Deferred
     Cash Account credited by the amount of cash equivalent so determined.

 Any election made by a Participant in accordance with this paragraph 5
 shall remain in effect until a new election filed by

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<PAGE>
 the Participant becomes effective.  A Participant's initial election
 shall be effective as of the date the Director becomes a Participant.
 Notwithstanding any other provision of this Plan, no election shall
 become effective if it is made by a Participant within six months of the
 immediately preceding election filed by such Participant and any such
 election shall be null and void.

     (c)  As of each date on which the Company shall make a payment of
 Director's Fees and a Participant has a deferral election then in effect,
 there shall be credited to such Participant's Deferred Cash Account or
 Deferred Stock Account, as the case may be in accordance with such
 Participant's most recent effective election, the Directors' Fees
 otherwise payable to such Participant in cash as of such date.

     (d)  Despite any other provision of this Plan, the most recent
 election in effect on November 1, 1996, made by a Participant with respect
 to the crediting of his Director's Fees to such Participant's Deferred
 Cash Account or Deferred Stock Account shall remain in effect as of
 November 1, 1996 as if such election had been made pursuant to
 subparagraph (a).

     (e)  Within 90 days of the end of each fiscal year in which this Plan
 is in effect, the Company shall furnish each Participant a statement of
 the year-end balance in such Participant's Deferred Cash Account and
 Deferred Stock Account.

     6.   FORM FOR ELECTIONS.  The Secretary of the Company shall provide
 election forms for use by Directors in making an initial

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 election to become a Participant and for making all other elections or
 designations permitted or required by the Plan.

     7.   DEFERRED CASH ACCOUNT.  As of the last day of each fiscal
 quarter, there shall be computed, with respect to each Deferred Cash
 Account which is then in existence, an amount equal to interest on the
 average daily balance in such Account during such quarter, computed at a
 rate per annum equal to the prime rate of interest then in effect at The
 Chase Manhattan Bank of New York.  The amount so determined shall be
 credited to and become part of the balance of such Account as of the first
 day of the next fiscal quarter.

     8.   DEFERRED STOCK ACCOUNT.

     (a)  As of each date on which the Company shall make a payment of
 Director's Fees and a Participant has a deferral election then in effect
 which provides for the deferral of payment of such fees to the
 Participant's Deferred Stock Account, the Directors' Fees otherwise
 payable to such Participant in cash as of such date shall be converted
 into that number of "Stock Equivalent Units" (rounded to the nearest
 one-ten thousandth of a unit) determined by dividing the amount of such
 Directors' Fees by an amount equal to the per share Fair Market Value of
 the Common Stock on such date.

     (b)  On each date on which a dividend payable in cash or property is
 paid on the Common Stock, there shall be credited to each Deferred Stock
<PAGE>
 Account such number of additional Stock Equivalent Units as are determined
 by dividing (1) the amount of

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 the cash or other dividend which would have then been payable on the
 number of shares of Common Stock equal to the number of Stock
 Equivalent Units (including fractional shares) then represented in such
 Account by (2) an amount equal to the per share Fair Market Value of the
 Common Stock on such date.  If the date on which a dividend is paid on
 the Common Stock is the same date as of which Directors' Fees are to be
 converted into Stock Equivalent Units, the dividend equivalent to be
 credited to such Account under this paragraph 8 shall be determined after
 giving effect to the conversion of the credit balance in such Account
 into Stock Equivalent Units.

     (c)  The number of Stock Equivalent Units credited to a Participant's
 Deferred Stock Account shall be adjusted (to the nearest one-ten
 thousandth of a unit) to reflect any change in the Common Stock resulting
 from a stock dividend, stock split-up, combination, recapitalization or
 exchange of shares, or the like.  In addition, in the event of any
 corporate transaction, such as any merger, consolidation, separation,
 including a spin-off, or other distribution of stock or property of the
 Company, any reorganization (whether or not such reorganization comes
 within the definition of such term in Section 368 of the Code) or any
 partial or complete liquidation of the Company, the number of Stock
 Equivalent Units credited to a Participant's Deferred Stock Account and
 the kind of shares upon which they are based shall be adjusted (to the
 nearest one-ten thousandth of a unit) so that such Stock Equivalent Units,
 as so adjusted, are based upon the

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 common stock of the corporation that survives such transaction or of any
 parent corporation of such surviving corporation (and references herein
 to "Common Stock" shall thereafter be deemed to refer to such common
 stock).

     9.   DISTRIBUTION OF DEFERRED AMOUNTS.

     (a) Distribution of amounts represented in a Participant's Deferred
 Cash Account or a Deferred Stock Account shall be made in accordance with
 the following:

     (1)  Payment of the balance of the Deferred Cash Account and Deferred
     Stock Account of a Participant whose Termination of Service occurs for
     a reason other than death and prior to a Change of Control of the
     Company shall be made in a lump sum as of the last day of the fiscal
     quarter coincident with or immediately subsequent to the Participant's
     Termination of Service unless the Participant elects otherwise in
     accordance with the provisions of paragraph 9(b).

     (2)  In the event a Participant ceases to be a Director because of his
     death or in connection with a Change of Control of the Company,
     payment of the balance of his Deferred Cash Account and Deferred Stock
     Account shall be made in a lump sum as of the last day of the fiscal
     quarter coincident with or immediately subsequent to the Participant's
     Termination of Service.
<PAGE>
     (b)  A Participant may elect, (1) before the first day of each fiscal
 year, (2) subject to the automatic distribution provisions of paragraph
 9(a)(2), which shall govern the

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 distribution of benefits in the event of Termination of Service which
 occurs because of death or a Change of Control of the Company and (3)
 prior to his Termination of Service that payment of the balance of his
 Deferred Cash Account and Deferred Stock Account shall be made in
 installments and the:

     (1)  fiscal quarter in which distribution of the Participant's
     Accounts shall begin (but in no event (A) earlier than the Director's
     Termination of Service or (B) later than the earlier of (i) the
     Director's 70th birthday or (ii) the date five years after the date of
     the Director's Termination of Service; and

     (2)  number of fiscal quarters over which such Accounts shall be
     distributed to the Participant, which period shall not extend beyond
     the end of the 40th fiscal quarter following the fiscal quarter in
     which such distribution begins.

 Any election filed pursuant to this paragraph 9(b) shall be effective as
 of to the approval of the Board of Directors as then in effect.

     (c)  If installment payments were elected by the Participant pursuant
 to paragraph 9(b), distributions shall be made in quarterly installments
 beginning on the first day of the first fiscal quarter following the date
 on which such Participant's Termination of Service occurs or each other
 later fiscal quarter as the Participant may have specified.

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     (1)  In the case of a Deferred Cash Account with respect to which
     installment payments were elected, the amount of each quarterly
     installment shall be determined by dividing the credit balance in such
     Account as of the distribution date by the number of installments then
     remaining unpaid.  The credit balance in such Account shall then be
     reduced by the amount of each distribution out of such Account.

     (2)  In the case of a Deferred Stock Account with respect to which
     installment payments were elected, the amount to be distributed as
     each quarterly installment shall be determined as follows: (A)
     multiply the number of Stock Equivalent Units (including any fraction
     thereof) then reflected in such Account by the Fair Market Value of
     the Common Stock on such date; (B) add to the product so determined
     the amount (if any) which has been credited to such Account but which
     has not been converted into Stock Equivalent Units; and (C) divide the
     total so obtained by the number of installments then remaining unpaid.
     The number of Stock Equivalent Units represented in a Deferred Stock
     Account shall be reduced forthwith by that number (rounded to the
     nearest one-ten thousandth of a unit) determined by dividing the
     amount of the distribution by the Fair Market Value of the Common
     Stock taken into account for purposes of clause (A) of the preceding
     sentence.
<PAGE>
 In the event that a Participant dies after receiving payment of some, but
 less than all, of the entire amount to which such

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 Participant is entitled under this Plan, the unpaid balance shall be paid
 in a lump sum to the Participant's Beneficiary.

     (d)  In the case of a Deferred Cash Account or a Deferred Stock
 Account with respect to which payment is to be made in a lump sum, the
 amount of such payment shall be determined as if installment payments had
 been elected and the lump sum was the last (but only) such payment.

     (e)  After a Participant's Termination of Service occurs, neither such
 Participant or his Beneficiary shall have any right to modify in any way
 the schedule for the distribution of amounts credited to such Participant
 under this Plan as specified in the last election filed by the
 Participant.  However, upon a written request submitted to the Secretary
 of the Company by the person then entitled to receive payments under this
 Plan (who may be the Participant, or a Beneficiary, the Board of Directors
 may in its sole discretion, accelerate the time for payment of any one or
 more installments remaining unpaid.

     10.  INCOMPETENCY.  If, in the opinion of the Board of Directors of
 the Company, a Participant shall at any time be mentally incompetent, any
 payment to which such Participant would be entitled under this Plan may,
 with the approval of the Board of Directors, be paid to the Participant's
 legal representative, or to any other person for his benefit and in such
 case, the Board of Directors may in its sole discretion, accelerate the
 time for payment of any one or more installments remaining unpaid.

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     11.  MISCELLANEOUS.

     (a)  This Plan shall be effective upon adoption by the Board of
 Directors of the Company.

     (b)  Amounts payable hereunder may not be voluntarily or involuntarily
 sold or assigned, and shall not be subject to any attachment, levy or
 garnishment.

     (c)  Participation in this Plan by any person shall not confer upon
 such person any right to be nominated for re-election to the Board of
 Directors, or to be re-elected to the Board of Directors.

     (d)  The Company shall not be obligated to reserve or otherwise set
 aside funds for the payment of its obligations hereunder, and the rights
 of any Participant under the Plan shall be an unsecured claim against the
 general assets of the Company.  All amounts due Participants or
 Beneficiaries under this Plan shall be paid out of the general assets of
 the Company.

     (e)  The Board of Directors shall have all powers necessary to
 administer this Plan, including all powers of Plan interpretation, of
 determining eligibility and the effectiveness of elections and of deciding
 all other matters relating to the Plan; provided, however, that no
 Participant shall take part in any discussion of, or vote with respect to,
 a matter of Plan administration which is personal to him and not of
<PAGE>
 general applicability to all Participants 9.  All decisions of the Board
 of Directors shall be final as to any Participant under this Plan.

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     (f)  The Board of Directors of the Company may amend this Plan in any
 and all respects at any time, or from time to time, or may terminate this
 Plan at any time, but any such amendment or termination shall be without
 prejudice to any Participant's right to receive amounts previously
 credited to such Participant under this Plan.

     In Witness Whereof, this Plan as amended effective as of

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 November 1, 1996 has been executed as of the 17th day of October, 1996 by
 the undersigned duly authorized officer of the Company.

                                  MOSINEE PAPER CORPORATION



                                  Daniel R. Olvey
                                  President and Chief Executive
                                  Officer

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