EXHIBIT 10.12
                      CHANGE OF CONTROL
                    EMPLOYMENT AGREEMENT

         AGREEMENT by and between Mosinee Paper Corporation, a
 Wisconsin corporation (the "Company") and Dennis M. Urbanek (the
 "Executive"), dated as of the 24th day of August, 1997.

         The Board of Directors of the Company (the "Board"), has
 determined that it is in the best interests of the Company and its
 shareholders to assure that the Company will have the continued
 dedication of the Executive, notwithstanding the possibility, threat
 or occurrence of a Change of Control (as defined below) of the
 Company.  The Board believes it is imperative to diminish the
 inevitable distraction of the Executive by virtue of the personal
 uncertainties and risks created by a pending or threatened Change of
 Control and to encourage the Executive's full attention and
 dedication to the Company currently and in the event of any
 threatened or pending Change of Control, and to provide the Executive
 with compensation and benefits arrangements upon a Change of Control
 which ensure that the compensation and benefits expectations of the
 Executive will be satisfied and which are competitive with those of
 other corporations.  Therefore, in order to accomplish these
 objectives, the Board has caused the Company to enter into this
 Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1.  CERTAIN DEFINITIONS.  (a)  The "Effective Date" shall
 mean the first date during the Change of Control Period (as defined
 in Section 1(b)) on which a Change of Control (as defined in Section
 2) occurs.  Anything in this Agreement to the contrary
 notwithstanding, if a Change of Control occurs and if the Executive's
 employment with the Company is terminated prior to the date on which
 the Change of Control occurs, and if it is reasonably demonstrated by
 the Executive that such termination of employment (i) was at the
 request of a third party who has taken steps reasonably calculated to
 effect a Change of Control or (ii) otherwise arose in connection with
 or anticipation of a Change of Control, then for all purposes of this
 Agreement the "Effective Date" shall mean the date immediately prior
 to the date of such termination of employment.

         (b)  The "Change of Control Period" shall mean the period
 commencing on the date hereof and ending on the third anniversary of
 the date hereof; provided, however, that commencing on the date one
 year after the date hereof, and on each annual anniversary of such
 date (such date and each annual anniversary thereof shall be
 hereinafter referred to as

                                   -1-

 the "Renewal Date"), unless previously terminated, the Change of Control
 Period shall be automatically extended so as to terminate three years
 from such Renewal Date, unless at least 60 days prior to the Renewal Date
 the Company shall give notice to the Executive that the Change of Control
 Period shall not be so extended.

         2.  CHANGE OF CONTROL.   For the purpose of this Agreement, a
 "Change of Control" shall mean:
<PAGE>
         (a)  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
    (i) the then outstanding shares of common stock of the Company
    (the "Outstanding Company Common Stock") or (ii) 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 (a), 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 (i), (ii)
    and (iii) of subsection (c) of this Section 2; or

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

                                   -2-

         (c)  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, (i) 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 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, (ii) 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
<PAGE>
    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
    (iii) 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
    initial agreement, or of the action of the Board, providing for
    such Business Combination; or

         (d)  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 Agreement.

                                   -3-

         3.  EMPLOYMENT PERIOD.  The Company hereby agrees to continue
 the Executive in its employ, and the Executive hereby agrees to
 remain in the employ of the Company subject to the terms and
 conditions of this Agreement, for the period commencing on the
 Effective Date and ending on the third anniversary of such date (the
 "Employment Period").

         4.  TERMS OF EMPLOYMENT.  (a)  POSITION AND DUTIES.  (i)
 During the Employment Period, (A) the Executive's position (including
 status, offices, titles and reporting requirements), authority,
 duties and responsibilities shall be at least commensurate in all
 material respects with the most significant of those held, exercised
 and assigned to the Executive at any time during the 120-day period
 immediately preceding the Effective Date and (B) the Executive's
 services shall be performed at the location where the Executive was
 employed immediately preceding the Effective Date or any office or
 location less than 35 miles from such location.

              (ii)  During the Employment Period, and excluding any
 periods of vacation and sick leave to which the Executive is
 entitled, the Executive agrees to devote reasonable attention and
 time during normal business hours to the business and affairs of the
 Company and, to the extent necessary to discharge the
 responsibilities assigned to the Executive hereunder, to use the
 Executive's reasonable efforts to perform faithfully and efficiently
 such responsibilities.  During the Employment Period it shall not be
 a violation of this Agreement for the Executive to (A) serve on
 corporate, civic or charitable boards or committees, (B) deliver
 lectures, fulfill speaking engagements or teach at educational
 institutions and (C) manage personal investments, so long as such
 activities do not significantly interfere with the performance of the
 Executive's responsibilities as an employee of the Company in
 accordance with this Agreement.  It is expressly understood and
 agreed that to the extent that any such activities have been
 conducted by the Executive prior to the Effective Date, the continued
<PAGE>
 conduct of such activities (or the conduct of activities similar in
 nature and scope thereto) subsequent to the Effective Date shall not
 thereafter be deemed to interfere with the performance of the
 Executive's responsibilities to the Company.

         (b)  COMPENSATION.  (i)  BASE SALARY.  During the Employment
 Period, the Executive shall receive an annual base salary ("Annual
 Base Salary"), which shall be paid at a monthly rate, at least equal
 to twelve times the highest monthly base salary paid or payable,
 including any base salary which has been earned but deferred, to the
 Executive by the Company and its affiliated companies in respect of
 the twelve-month period immediately preceding the month in which the
 Effective Date occurs.  During the Employment Period, the

                                   -4-

 Annual Base Salary shall be reviewed no more than 12 months after the
 last salary increase awarded to the Executive prior to the Effective Date
 and thereafter at least annually.  Any increase in Annual Base Salary
 shall not serve to limit or reduce any other obligation to the
 Executive under this Agreement.  Annual Base Salary shall not be
 reduced after any such increase and the term Annual Base Salary as
 utilized in this Agreement shall refer to Annual Base Salary as so
 increased.  As used in this Agreement, the term "affiliated
 companies" shall include any company controlled by, controlling or
 under common control with the Company.

              (ii)  ANNUAL BONUS.  In addition to Annual Base Salary,
 the Executive shall be awarded, for each fiscal year ending during
 the Employment Period, an annual bonus (the "Annual Bonus") in cash
 at least equal to the Executive's highest bonus under the Company's
 annual management incentive plans for the last three full fiscal
 years prior to the Effective Date (annualized in the event that the
 Executive was not employed by the Company for the whole of such
 fiscal year) (the "Recent Annual Bonus").  Each such Annual Bonus
 shall be paid no later than the end of the third month of the fiscal
 year next following the fiscal year for which the Annual Bonus is
 awarded, unless the Executive shall elect to defer the receipt of
 such Annual Bonus.

              (iii)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  During
 the Employment Period, the Executive shall be entitled to participate
 in all incentive, savings and retirement plans, practices, policies
 and programs applicable generally to other peer executives of the
 Company and its affiliated companies, but in no event shall such
 plans, practices, policies and programs provide the Executive with
 incentive opportunities (measured with respect to both regular and
 special incentive opportunities, to the extent, if any, that such
 distinction is applicable), savings opportunities and retirement
 benefit opportunities, in each case, less favorable, in the
 aggregate, than the most favorable of those provided by the Company
 and its affiliated companies for the Executive under such plans,
 practices, policies and programs as in effect at any time during the
 120-day period immediately preceding the Effective Date or if more
 favorable to the Executive, those provided generally at any time
 after the Effective Date to other peer executives of the Company and
 its affiliated companies.
<PAGE>
              (iv)  WELFARE BENEFIT PLANS.  During the Employment
 Period, the Executive and/or the Executive's family, as the case may
 be, shall be eligible for participation in and shall receive all
 benefits under welfare benefit plans, practices, policies and
 programs provided by the Company and its affiliated companies
 (including, without limitation,

                                   -5-

 medical, prescription, dental, disability, salary continuance, employee
 life, group life, accidental death and travel accident insurance plans
 and programs) to the extent applicable generally to other peer
 executives of the Company and its affiliated companies, but in no event
 shall such plans, practices, policies and programs provide the Executive
 with benefits which are less favorable, in the aggregate, than the most
 favorable of such plans, practices, policies and programs in effect for
 the Executive at any time during the 120-day period immediately preceding
 the Effective Date or, if more favorable to the Executive, those provided
 generally at any time after the Effective Date to other peer
 executives of the Company and its affiliated companies.

              (v)  EXPENSES.  During the Employment Period, the
 Executive shall be entitled to receive prompt reimbursement for all
 reasonable expenses incurred by the Executive in accordance with the
 most favorable policies, practices and procedures of the Company and
 its affiliated companies in effect for the Executive at any time
 during the 120-day period immediately preceding the Effective Date
 or, if more favorable to the Executive, as in effect generally at any
 time thereafter with respect to other peer executives of the Company
 and its affiliated companies.

              (vi)  FRINGE BENEFITS.  During the Employment Period,
 the Executive shall be entitled to fringe benefits, including,
 without limitation, tax and financial planning services, payment of
 club dues, and, if applicable, use of an automobile and payment of
 related expenses, in accordance with the most favorable plans,
 practices, programs and policies of the Company and its affiliated
 companies in effect for the Executive at any time during the 120-day
 period immediately preceding the Effective Date or, if more favorable
 to the Executive, as in effect generally at any time thereafter with
 respect to other peer executives of the Company and its affiliated
 companies.

              (vii)  OFFICE AND SUPPORT STAFF.  During the Employment
 Period, the Executive shall be entitled to an office or offices of a
 size and with furnishings and other appointments, and to exclusive
 personal secretarial and other assistance, at least equal to the most
 favorable of the foregoing provided to the Executive by the Company
 and its affiliated companies at any time during the 120-day period
 immediately preceding the Effective Date or, if more favorable to the
 Executive, as provided generally at any time thereafter with respect
 to other peer executives of the Company and its affiliated companies.

              (viii)  VACATION.  During the Employment Period, the
 Executive shall be entitled to paid vacation in ac-

                                   -6-
<PAGE>
 cordance with the most favorable plans, policies, programs and practices
 of the Company and its affiliated companies as in effect for the
 Executive at any time during the 120-day period immediately preceding the
 Effective Date or, if more favorable to the Executive, as in effect
 generally at any time thereafter with respect to other peer executives of
 the Company and its affiliated companies.

         5.  TERMINATION OF EMPLOYMENT.  (a)  DEATH OR DISABILITY.
 The Executive's employment shall terminate automatically upon the
 Executive's death during the Employment Period.  If the Company
 determines in good faith that the Disability of the Executive has
 occurred during the Employment Period (pursuant to the definition of
 Disability set forth below), it may give to the Executive written
 notice in accordance with Section 12(b) of this Agreement of its
 intention to terminate the Executive's employment.  In such event,
 the Executive's employment with the Company shall terminate effective
 on the 30th day after receipt of such notice by the Executive (the
 "Disability Effective Date"), provided that, within the 30 days after
 such receipt, the Executive shall not have returned to full-time
 performance of the Executive's duties.  For purposes of this
 Agreement, "Disability" shall mean the absence of the Executive from
 the Executive's duties with the Company on a full-time basis for 180
 consecutive business days as a result of incapacity due to mental or
 physical illness which is determined to be total and permanent by a
 physician selected by the Company or its insurers and acceptable to
 the Executive or the Executive's legal representative.

         (b)  CAUSE.  The Company may terminate the Executive's
 employment during the Employment Period for Cause.  For purposes of
 this Agreement, "Cause" shall mean:

              (i)  the willful and continued failure of the Executive
    to perform substantially the Executive'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
    Executive by the Board or the Chief Executive Officer of the
    Company which specifically identifies the manner in which the
    Board or Chief Executive Officer believes that the Executive has
    not substantially performed the Executive's duties, or

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

                                   -7-

 For purposes of this provision, no act or failure to act, on the
 part of the Executive, shall be considered "willful" unless it is
 done, or omitted to be done, by the Executive in bad faith or without
 reasonable belief that the Executive'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 upon the instructions of the Chief Executive Officer or a
 senior officer of the Company or based upon the advice of counsel for
 the Company shall be conclusively presumed to be done, or omitted to
 be done, by the Executive in good faith and in the best interests of
 the Company.  The cessation of employment of the Executive shall not
 be deemed to be for Cause unless and until there shall have been
<PAGE>
 delivered to the Executive a copy of a resolution duly adopted by the
 affirmative vote of not less than three-quarters of the entire
 membership of the Board at a meeting of the Board called and held for
 such purpose (after reasonable notice is provided to the Executive
 and the Executive is given an opportunity, together with counsel, to
 be heard before the Board), finding that, in the good faith opinion
 of the Board, the Executive is guilty of the conduct described in
 subparagraph (i) or (ii) above, and specifying the particulars
 thereof in detail.

         (c)  GOOD REASON.  The Executive's employment may be
 terminated by the Executive for Good Reason.  For purposes of this
 Agreement, "Good Reason" shall mean:

              (i)  the assignment to the Executive of any duties
    inconsistent in any respect with the Executive's position
    (including status, offices, titles and reporting requirements),
    authority, duties or responsibilities as contemplated by Section
    4(a) of this Agreement, or any other action by the Company which
    results in a diminution in such position, authority, duties or
    responsibilities, excluding for this purpose an isolated,
    insubstantial and inadvertent action not taken in bad faith and
    which is remedied by the Company promptly after receipt of notice
    thereof given by the Executive;

             (ii)  any failure by the Company to comply with any of
    the provisions of Section 4(b) of this Agreement, other than an
    isolated, insubstantial and inadvertent failure not occurring in
    bad faith and which is remedied by the Company promptly after
    receipt of notice thereof given by the Executive;

            (iii)  the Company's requiring the Executive to be based
    at any office or location other than as provided in Section
    4(a)(i)(B) hereof or the Company's requiring the Executive to
    travel on Company business to a substantially greater extent than
    required immediately prior to the Effective Date;

                                   -8-

             (iv)  any purported termination by the Company of the
    Executive's employment otherwise than as expressly  permitted by
    this Agreement; or

              (v)  any failure by the Company to comply with and
    satisfy Section 11(c) of this Agreement.

 For purposes of this Section 5(c), any good faith determination of
 "Good Reason" made by the Executive shall be conclusive.  Anything in
 this Agreement to the contrary notwithstanding, a termination by the
 Executive for any reason during the 30-day period beginning on the
 180th day after the Effective Date shall be deemed to be a
 termination for Good Reason for all purposes of this Agreement.

         (d)  NOTICE OF TERMINATION.  Any termination by the Company
 for Cause, or by the Executive for Good Reason, shall be communicated
 by Notice of Termination to the other party hereto given in
 accordance with Section 12(b) of this Agreement.  For purposes of
 this Agreement, a "Notice of Termination" means a written notice
 which (i) indicates the specific termination provision in this
<PAGE>
 Agreement relied upon, (ii) to the extent applicable, sets forth in
 reasonable detail the facts and circumstances claimed to provide a
 basis for termination of the Executive's employment under the
 provision so indicated and (iii) if the Date of Termination (as
 defined below) is other than the date of receipt of such notice,
 specifies the termination date (which date shall be not more than
 thirty days after the giving of such notice).  The failure by the
 Executive or the Company to set forth in the Notice of Termination
 any fact or circumstance which contributes to a showing of Good
 Reason or Cause shall not waive any right of the Executive or the
 Company, respectively, hereunder or preclude the Executive or the
 Company, respectively, from asserting such fact or circumstance in
 enforcing the Executive's or the Company's rights hereunder.

         (e)  DATE OF TERMINATION.  "Date of Termination" means (i) if
 the Executive's employment is terminated by the Company for Cause, or
 by the Executive for Good Reason, the date of receipt of the Notice
 of Termination or any later date specified therein, as the case may
 be, (ii) if the Executive's employment is terminated by the Company
 other than for Cause or Disability, the date on which the Company
 notifies the Executive of such termination and (iii) if the
 Executive's employment is terminated by reason of death or
 Disability, the date of death of the Executive or the Disability
 Effective Date, as the case may be.

         6.  OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a)  GOOD
 REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.  If, during the
 Employment Period, the Company shall terminate

                                   -9-

 the Executive's employment other than for Cause or Disability or the
 Executive shall terminate employment for Good Reason:

              (i)  the Company shall pay to the Executive in a lump
    sum in cash within 30 days after the Date of Termination the
    aggregate of the following amounts:

                   A.  the sum of (1) the Executive's Annual Base
         Salary through the Date of Termination to the extent not
         theretofore paid, (2) the product of (x) the higher of (I)
         the Recent Annual Bonus and (II) the Annual Bonus paid or
         payable, including any bonus or portion thereof which has
         been earned but deferred (and annualized for any fiscal year
         consisting of less than twelve full months or during which
         the Executive was employed for less than twelve full months),
         for the most recently completed fiscal year during the
         Employment Period, if any (such higher amount being referred
         to as the "Highest Annual Bonus") and (y) a fraction, the
         numerator of which is the number of days in the current
         fiscal year through the Date of Termination, and the
         denominator of which is 365 and (3) any compensation
         previously deferred by the Executive (together with any
         accrued interest or earnings thereon) and any accrued
         vacation pay, in each case to the extent not theretofore paid
         (the sum of the amounts described in clauses (1), (2), and
         (3) shall be hereinafter referred to as the "Accrued
         Obligations"); and
<PAGE>
                   B.  the amount equal to the product of (1) three
         and (2) the sum of (x) the Executive's Annual Base Salary and
         (y) the Highest Annual Bonus; and

                   C.  an amount equal to the difference between (1)
         the aggregate benefit under the Company's qualified defined
         benefit retirement plans (collectively, the "Retirement
         Plan") and any excess or supplemental defined benefit
         retirement plans in which the Executive participates other
         than the Company's Supplemental Retirement Plan (the "SERP")
         (collectively, the "Nonqualified Plans") which the Executive
         would have accrued (whether or not vested) if the Executive's
         employment had continued for three years after the Date of
         Termination and (2) the actual vested benefit, if any, of the
         Executive under the Retirement Plan and the SERP, determined
         as of the Date of Termination (with the foregoing amounts to
         be computed on an actuarial present value basis, using
         actuarial assumptions no less favorable to the Executive than
         the most favorable of those in effect for purposes of
         computing benefit entitle-

                                  -10-

         ments under the Retirement Plan and the Nonqualified Plans at
         any time from the day before the Effective Date through the Date
         of Termination, and in the case of the amount described in clause
         (1), treating the Executive as having earned as compensation in
         each of the three years following the Date of Termination the
         compensation that would have been that required by Section
         4(b)(i) and Section 4(b)(ii) if his employment had continued
         during those three years); and

                   D.   an amount equal to the difference between (1)
         the amount that would have been paid to the Executive upon
         the Change of Control pursuant to Section 4.6(a) of the SERP
         if the Executive's Average Compensation had been determined
         by reference to the Executive's compensation for the five
         calendar years during which the Executive's aggregate
         compensation was the largest out of the thirteen calendar
         years consisting of (A) the most recent ten years of
         Continuous Service (as defined in the SERP) before the Change
         of Control and (B) three additional hypothetical year of
         Continuous Service during which the Executive's compensation
         equalled that required by Section 4(b)(i) and Section
         4(b)(ii), and (2) the amount that was actually paid to the
         Executive pursuant to said Section 4.6(a) (with the foregoing
         amounts to be computed on an actuarial present value basis as
         of the Date of Termination);

             (ii)  for three years after the Executive's Date of
    Termination, or such longer period as may be provided by the terms
    of the appropriate plan, program, practice or policy, the Company
    shall continue benefits to the Executive and/or the Executive's
    family at least equal to those which would have been provided to
    them in accordance with the plans, programs, practices and
    policies described in Section 4(b)(iv) of this Agreement if the
    Executive's employment had not been terminated or, if more
    favorable to the Executive, as in effect generally at any time
    thereafter with respect to other peer executives of the Company
<PAGE>
    and its affiliated companies and their families, provided,
    however, that if the Executive becomes reemployed with another
    employer and is eligible to receive medical or other welfare
    benefits under another employer-provided plan, the medical and
    other welfare benefits described herein shall be secondary to
    those provided under such other plan during such applicable period
    of eligibility, and for purposes of determining eligibility (but
    not the time of commencement of benefits) of the Executive for
    retiree benefits pursu-

                                  -11-

    ant to such plans, practices, programs and policies, the Executive
    shall be considered to have remained employed until three years after
    the Date of Termination and to have retired on the last day of such
    period;

            (iii)  the Company shall, at its sole expense as incurred,
    provide the Executive with outplacement services the scope and
    provider of which shall be selected by the Executive in the
    Executive's sole discretion; and

             (iv)  to the extent not theretofore paid or provided, the
    Company shall timely pay or provide to the Executive any other
    amounts or benefits required to be paid or provided or which the
    Executive is eligible to receive under any plan, program, policy
    or practice or contract or agreement of the Company and its
    affiliated companies (such other amounts and benefits shall be
    hereinafter referred to as the "Other Benefits").

         (b)  DEATH.  If the Executive's employment is terminated by
 reason of the Executive's death during the Employment Period, this
 Agreement shall terminate without further obligations to the
 Executive's legal representatives under this Agreement, other than
 for payment of Accrued Obligations and the timely payment or
 provision of Other Benefits.  Accrued Obligations shall be paid to
 the Executive's estate or beneficiary, as applicable, in a lump sum
 in cash within 30 days of the Date of Termination.  With respect to
 the provision of Other Benefits, the term Other Benefits as utilized
 in this Section 6(b) shall include, without limitation, and the
 Executive's estate and/or beneficiaries shall be entitled to receive,
 benefits at least equal to the most favorable benefits provided by
 the Company and affiliated companies to the estates and beneficiaries
 of peer executives of the Company and such affiliated companies under
 such plans, programs, practices and policies relating to death
 benefits, if any, as in effect with respect to other peer executives
 and their beneficiaries at any time during the 120-day period
 immediately preceding the Effective Date or, if more favorable to the
 Executive's estate and/or the Executive's beneficiaries, as in effect
 on the date of the Executive's death with respect to other peer
 executives of the Company and its affiliated companies and their
 beneficiaries.

         (c)  DISABILITY.  If the Executive's employment is terminated
 by reason of the Executive's Disability during the Employment Period,
 this Agreement shall terminate without further obligations to the
 Executive, other than for payment of Accrued Obligations and the
 timely payment or provision of Other Benefits.  Accrued Obligations
 shall be paid to the Executive in a lump sum in cash within 30 days
<PAGE>
 of the Date of Termination.  With respect to the provision of Other
 Benefits, the term Other Benefits as utilized in this Section

                                  -12-

 6(c) shall include, and the Executive shall be entitled after the
 Disability Effective Date to receive, disability and other benefits
 at least equal to the most favorable of those generally provided by
 the Company and its affiliated companies to disabled executives
 and/or their families in accordance with such plans, programs,
 practices and policies relating to disability, if any, as in effect
 generally with respect to other peer executives and their families at
 any time during the 120-day period immediately preceding the
 Effective Date or, if more favorable to the Executive and/or the
 Executive's family, as in effect at any time thereafter generally
 with respect to other peer executives of the Company and its
 affiliated companies and their families.

         (d)  CAUSE; OTHER THAN FOR GOOD REASON.  If the Executive's
 employment shall be terminated for Cause during the Employment
 Period, this Agreement shall terminate without further obligations to
 the Executive other than the obligation to pay to the Executive (x)
 the Annual Base Salary through the Date of Termination, (y) the
 amount of any compensation previously deferred by the Executive, and
 (z) Other Benefits, in each case to the extent theretofore unpaid.
 If the Executive voluntarily terminates employment during the
 Employment Period, excluding a termination for Good Reason, this
 Agreement shall terminate without further obligations to the
 Executive, other than for Accrued Obligations and the timely payment
 or provision of Other Benefits.  In such case, all Accrued
 Obligations shall be paid to the Executive in a lump sum in cash
 within 30 days of the Date of Termination.

         7.  NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement
 shall prevent or limit the Executive's continuing or future
 participation in any plan, program, policy or practice provided by
 the Company or any of its affiliated companies and for which the
 Executive may qualify, nor, subject to Section 12(f), shall anything
 herein limit or otherwise affect such rights as the Executive may
 have under any contract or agreement with the Company or any of its
 affiliated companies.  Amounts which are vested benefits or which the
 Executive is otherwise entitled to receive under any plan, policy,
 practice or program of or any contract or agreement with the Company
 or any of its affiliated companies at or subsequent to the Date of
 Termination shall be payable in accordance with such plan, policy,
 practice or program or contract or agreement except as explicitly
 modified by this Agreement.

         8.  FULL SETTLEMENT; LEGAL FEES.  The Company's obligation to
 make the payments provided for in this Agreement and otherwise to
 perform its obligations hereunder shall not be affected by any
 set-off, counterclaim, recoupment, defense or other claim, right or
 action which the Company may have against the Executive or others.
 In no event shall the Ex-

                                  -13-

 ecutive be obligated to seek other employment or take any other action
 by way of mitigation of the amounts payable to the Executive under any of
<PAGE>
 the provisions of this Agreement and except as specifically provided in
 Section 6(a)(ii), such amounts shall not be reduced whether or not the
 Executive obtains other employment.  The Company agrees to pay as
 incurred, to the full extent permitted by law, all legal fees and
 expenses which the Executive may reasonably incur as a result of any
 contest (regardless of the outcome thereof) by the Company, the Executive
 or others of the validity or enforceability of, or liability or
 entitlement  under, any provision of this Agreement or any guarantee
 of performance thereof (whether such contest is between the Company
 and the Executive or between either of them and any third party, and
 including as a result of any contest by the Executive about the
 amount of any payment pursuant to this Agreement), plus in each case
 interest on any delayed payment at the applicable Federal rate
 provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of
 1986, as amended (the "Code").

         9.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

         (a)  Anything in this Agreement to the contrary
 notwithstanding, in the event it shall be determined that any payment
 or distribution by the Company to or for the benefit of the Executive
 (whether paid or payable or distributed or distributable pursuant to
 the terms of this Agreement or otherwise, but determined without
 regard to any additional payments required under this Section 9) (a
 "Payment") would be subject to the excise tax imposed by Section 4999
 of the Code or any corresponding provisions of state or local tax
 laws, or any interest or penalties are incurred by the Executive with
 respect to such excise tax (such excise tax, together with any such
 interest and penalties, are hereinafter collectively referred to as
 the "Excise Tax"), then the Executive shall be entitled to receive an
 additional payment (a "Gross-Up Payment") in an amount such that
 after payment by the Executive of all taxes (including any interest
 or penalties imposed with respect to such taxes), including, without
 limitation, any income taxes (and any interest and penalties imposed
 with respect thereto) and Excise Tax imposed upon the Gross-Up
 Payment, the Executive retains an amount of the Gross-Up Payment
 equal to the Excise Tax imposed upon the Payments.

         (b)  Subject to the provisions of Section 9(c), all
 determinations required to be made under this Section 9, including
 whether and when a Gross-Up Payment is required and the amount of
 such Gross-Up Payment and the assumptions to be utilized in arriving
 at such determination, shall be made by Ernst & Young LLP or such
 other certified public accounting

                                  -14-

 firm as may be designated by the Executive (the "Accounting Firm"), which
 shall provide detailed supporting calculations both to the Company and
 the Executive within 15 business days of the receipt of notice from the
 Executive that there has been a Payment, or such earlier time as is
 requested by the Company.  In the event that the Accounting Firm is
 serving as accountant or auditor for the individual, entity or group
 effecting the Change of Control, the Executive shall appoint another
 nationally recognized accounting firm to make the determinations required
 hereunder (which accounting firm shall then be referred to as the
 Accounting Firm hereunder).  All fees and expenses of the Accounting
 Firm shall be borne solely by the Company.  Any Gross-Up Payment, as
 determined pursuant to this Section 9, shall be paid by the Company
<PAGE>
 to the Executive within five days of the receipt of the Accounting
 Firm's determination.  Any determination by the Accounting Firm shall
 be binding upon the Company and the Executive.  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 Gross-Up Payments which will not have been made
 by the Company should have been made ("Underpayment"), consistent
 with the calculations required to be made hereunder.  In the event
 that the Company exhausts its remedies pursuant to Section 9(c) and
 the Executive thereafter is required to make a payment of any Excise
 Tax, the Accounting Firm shall determine the amount of the
 Underpayment that has occurred and any such Underpayment shall be
 promptly paid by the Company to or for the benefit of the Executive.

         (c)  The Executive shall notify the Company in writing of any
 claim by the Internal Revenue Service that, if successful, would
 require the payment by the Company of the Gross-Up Payment.  Such
 notification shall be given as soon as practicable but no later than
 ten business days after the Executive is informed in writing of such
 claim and shall apprise the Company of the nature of such claim and
 the date on which such claim is requested to be paid.  The Executive
 shall not pay such claim prior to the expiration of the 30-day period
 following the date on which the Executive gives such notice to the
 Company (or such shorter period ending on the date that any payment
 of taxes with respect to such claim is due).  If the Company notifies
 the Executive in writing prior to the expiration of such period that
 it desires to contest such claim, the Executive shall:

              (i)  give the Company any information reasonably
         requested by the Company relating to such claim,

             (ii)  take such action in connection with contesting such
         claim as the Company shall reasonably request in writing from
         time to time, including,

                                  -15-

         without limitation, accepting legal representation with respect
         to such claim by an attorney reasonably selected by the Company,

            (iii)  cooperate with the Company in good faith in order
         effectively to contest such claim, and

             (iv)  permit the Company to participate in any
         proceedings relating to such claim;

 provided, however, that the Company shall bear and pay directly all
 costs and expenses (including additional interest and penalties)
 incurred in connection with such contest and shall indemnify and hold
 the Executive harmless, on an after-tax basis, for any Excise Tax or
 income tax (including interest and penalties with respect thereto)
 imposed as a result of such representation and payment of costs and
 expenses.  Without limitation on the foregoing provisions of this
 Section 9(c), the Company shall control all proceedings taken in
 connection with such contest and, at its sole option, may pursue or
 forgo any and all administrative appeals, proceedings, hearings and
 conferences with the taxing authority in respect of such claim and
 may, at its sole option, either direct the Executive to pay the tax
 claimed and sue for a refund or contest the claim in any permissible
<PAGE>
 manner, and the Executive agrees to prosecute such contest to a
 determination before any administrative tribunal, in a court of
 initial jurisdiction and in one or more appellate courts, as the
 Company shall determine; provided, however, that if the Company
 directs the Executive to pay such claim and sue for a refund, the
 Company shall advance the amount of such payment to the Executive, on
 an interest-free basis and shall indemnify and hold the Executive
 harmless, on an after-tax basis, from any Excise Tax or income tax
 (including interest or penalties with respect thereto) imposed with
 respect to such advance or with respect to any imputed income with
 respect to such advance; and further provided that any extension of
 the statute of limitations relating to payment of taxes for the
 taxable year of the Executive with respect to which such contested
 amount is claimed to be due is limited solely to such contested
 amount.  Furthermore, the Company's control of the contest shall be
 limited to issues with respect to which a Gross-Up Payment would be
 payable hereunder and the Executive shall be entitled to settle or
 contest, as the case may be, any other issue raised by the Internal
 Revenue Service or any other taxing authority.

         (d)  If, after the receipt by the Executive of an amount
 advanced by the Company pursuant to Section 9(c), the Executive
 becomes entitled to receive any refund with respect to such claim,
 the Executive shall (subject to the Company's complying with the
 requirements of Section 9(c)) promptly pay

                                  -16-

 to the Company the amount of such refund (together with any interest
 paid or credited thereon after taxes applicable thereto).  If, after the
 receipt by the Executive of an amount advanced by the Company pursuant to
 Section 9(c), a determination is made that the Executive shall not be
 entitled to any refund with respect to such claim and the Company
 does not notify the Executive in writing of its intent to contest
 such denial of refund prior to the expiration of 30 days after such
 determination, then such advance shall be forgiven and shall not be
 required to be repaid and the amount of such advance shall offset, to
 the extent thereof, the amount of Gross-Up Payment required to be
 paid.

         10.  CONFIDENTIAL INFORMATION.  The Executive shall hold in a
 fiduciary capacity for the benefit of the Company all secret or
 confidential information, knowledge or data relating to the Company
 or any of its affiliated companies, and their respective businesses,
 which shall have been obtained by the Executive during the
 Executive's employment by the Company or any of its affiliated
 companies and which shall not be or become public knowledge (other
 than by acts by the Executive or representatives of the Executive in
 violation of this Agreement).  After termination of the Executive's
 employment with the Company, the Executive shall not, without the
 prior written consent of the Company or as may otherwise be required
 by law or legal process, communicate or divulge any such information,
 knowledge or data to anyone other than the Company and those
 designated by it.  In no event shall an asserted violation of the
 provisions of this Section 10 constitute a basis for deferring or
 withholding any amounts otherwise payable to the Executive under this
 Agreement.
<PAGE>
         11.  SUCCESSORS.  (a)  This Agreement is personal to the
 Executive and without the prior written consent of the Company shall
 not be assignable by the Executive otherwise than by will or the laws
 of descent and distribution.  This Agreement shall inure to the
 benefit of and be enforceable by the Executive's legal
 representatives.

         (b)  This Agreement shall inure to the benefit of and be
 binding upon the Company and its successors and assigns.

         (c)  The Company will require any successor (whether direct
 or indirect, by purchase, merger, consolidation or otherwise) to all
 or substantially all of the business and/or assets of the Company to
 assume expressly and agree to perform this Agreement in the same
 manner and to the same extent that the Company would be required to
 perform it if no such succession had taken place.  As used in this
 Agreement, "Company" shall mean the Company as hereinbefore defined
 and any

                                  -17-

 successor to its business and/or assets as aforesaid which assumes
 and agrees to perform this Agreement by operation of law, or
 otherwise.

         12.  MISCELLANEOUS.  (a)  This Agreement shall be governed by
 and construed in accordance with the laws of the State of Wisconsin,
 without reference to principles of conflict of laws.  The captions of
 this Agreement are not part of the provisions hereof and shall have
 no force or effect.  This Agreement may not be amended or modified
 otherwise than by a written agreement executed by the parties hereto
 or their respective successors and legal representatives.

         (b)  All notices and other communications hereunder shall be
 in writing and shall be given by hand delivery to the other party or
 by registered or certified mail, return receipt requested, postage
 prepaid, addressed as follows:

         IF TO THE EXECUTIVE:

              Dennis M. Urbanek
              1505 Pine View Lane
              Wausau, WI  54403

         IF TO THE COMPANY:

              Mosinee Paper Corporation
              1244 Kronen Wetter Drive
              Mosinee, Wisconsin  54455

              Attention:  Secretary

 or to such other address as either party shall have furnished to the
 other in writing in accordance herewith.  Notice and communications
 shall be effective when actually received by the addressee.

         (c)  The invalidity or unenforceability of any provision of
 this Agreement shall not affect the validity or enforceability of any
 other provision of this Agreement.
<PAGE>
         (d)  The Company may withhold from any amounts payable under
 this Agreement such Federal, state, local or foreign taxes as shall
 be required to be withheld pursuant to any applicable law or
 regulation.

         (e)  The Executive's or the Company's failure to insist upon
 strict compliance with any provision hereof or any other provision of
 this Agreement or the failure to assert any right the Executive or
 the Company may have hereunder, including, without limitation, the
 right of the Execu-

                                  -18-

 tive to terminate employment for Good Reason pursuant to Section 5(c)
 (i)-(v) of this Agreement, shall not be deemed to be a waiver of such
 provision or right or any other provision or right of this Agreement.

         (f)  The Executive and the Company acknowledge that, except
 as may otherwise be provided under any other written agreement
 between the Executive and the Company, the employment of the
 Executive by the Company is "at will" and, prior to the Effective
 Date, the Executive's employment may be terminated by either the
 Executive or the Company at any time prior to the Effective Date, in
 which case the Executive shall have no further rights under this
 Agreement.  From and after the Effective Date this Agreement shall
 supersede any other agreement between the parties with respect to the
 subject matter hereof.

         (g)  The Company and the Executive hereby acknowledge that
 any and all amounts that may become payable under Sections 6 and 9
 hereof are intended as stipulated damages for the termination of the
 Executive's employment, with the understanding that the actual
 damages incurred by the Executive in such circumstances will be
 difficult or impossible to determine.

         (h)  Notwithstanding any other provision of this Agreement,
 this Agreement shall terminate, shall be void AB INITIO, and shall be
 of no further force or effect from and after August 24, 1998, unless
 a Change of Control has previously occurred or a proposal with
 respect to a Change of Control is then pending.

                                  -19-

         IN WITNESS WHEREOF, the Executive has hereunto set the
 Executive's hand and, pursuant to the authorization from its Board of
 Directors, the Company has caused this Agreement to be executed in
 its name on its behalf, all as of the day and year first above
 written.


                                  ___________________________________
                                          Dennis M. Urbanek


                                  MOSINEE PAPER CORPORATION


                                  By_________________________________

                                  -20-