EXHIBIT 10.8

               MOSINEE SUPPLEMENTAL RETIREMENT PLAN


     Mosinee Paper Corporation, a Wisconsin corporation, hereby establishes
 the Mosinee Supplemental Retirement Plan in accordance with the terms and
 conditions herein contained.


                             ARTICLE I
              PURPOSE AND ADMINISTRATION OF THE PLAN

     1.1  PURPOSE.  The Company hereby establishes the Plan for the purpose
 of providing deferred compensation (within the meaning of section 201(2)
 of the Employee Retirement Income Security Act of 1974) for executive
 officers of the Company.

     1.2  ADMINISTRATION.  The Plan shall be administered by the Company.

     1.3  EFFECTIVE DATE.  The effective date of the Plan shall be
 September 1, 1994.

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                            ARTICLE II
                            DEFINITIONS

     2.1  DEFINITIONS.  The following terms shall have the meanings set
 forth below:

     (a)  "Average Compensation" means (1) an aggregate amount determined
          by the sum of (A) the Participant's salary for a calendar year
          and earned bonus attributable to such calendar year and (B) any
          compensation deferred under a plan qualified under Section 401(k)
          of the Code or under a plan which satisfies the requirements of
          section 125 of the Code during such calendar year, for the 5
          calendar years of the Executive Officer's most recent 10 years of
          Continuous Service as an Executive Officer in which the largest
          aggregate amount of such compensation was earned and/or deferred
          for him for service as an Executive Officer for all or any
          portion of each of such calendar years, divided by (2) 12;
          provided, however, that if a Participant did not perform services
          for 5 calendar years as an Executive Officer, such determinations
          shall be based on such earned and/or deferred compensation for
          each complete calendar year in which the Participant was an
          Executive Officer.

     (b)  "Early Retirement Age" means the date on which an Executive
          Officer has attained age 55 and completed 10 years of Continuous
          Service as an Executive Officer.

     (c)  "Executive Officer" means (1) the President and each corporate
          Vice President of the Company, (2) the Vice President and General
          Manager of each of The Sorg Paper Company or Bay West Paper
          Corporation (3) the Vice President and General Manager of each of
          the Pulp and Paper and Converted Products Divisions of the
          Company and (4) such other officer or officers of the Company,
          its subsidiaries or divisions as the Board of Directors of the
<PAGE>
          Company may, from time to time and at any time designate by
          resolution as an "Executive Officer" for purposes of this Plan.

     (d)  "Normal Retirement Age" means the date on which (1) an Executive
          Officer has attained age 62 and completed 10 years of Continuous
          Service as an Executive Officer or (2) an Executive Officer has
          attained age 62 and had terminated employment with the Company
          because of Disability.

     (e)  "Participant" means an Executive Officer of the Company who has
          qualified to be a participant in the Plan in accordance with
          Section 3.1.

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     (f)  "Plan" means the Mosinee Supplemental Retirement Plan as herein
          set forth.

     (g)  "Retirement Plan" shall mean the Mosinee Retirement Plan, as now
          in effect or hereafter amended, or any successor plan which is
          qualified under section 401(a) of the Code, and maintained for
          salaried employees of the Company.

     2.2  DEFINITIONS INCORPORATED BY REFERENCE.  Each of the following
 terms shall have the meaning set forth in the Retirement Plan and the
 definition of each such term by the Retirement Plan is hereby incorporated
 by this reference to the extent not inconsistent with the provisions of
 this Plan:

          (a)  "Actuarial Equivalent"

          (b)  "Affiliated Employer"

          (c)  "Code"

          (d)  "Company"

          (e)  "Continuous Service"

          (f)  "Disability"

          (g)  "Retirement Benefit"

          (h)  "Surviving Spouse"

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                            ARTICLE III
                           PARTICIPATION

     3.1  PARTICIPATION.  Each Executive Officer shall become a Participant
 as of the first day of his employment by the Company in the capacity of an
 Executive Officer.

     3.2  SERVICE.

     (a)  All Continuous Service as an Executive Officer shall be
          recognized for purposes of this Plan, whether or not such
          Continuous Service was performed prior to the effective date
          hereof.
<PAGE>
     (b)  Continuous Service by an individual for the Company in any
          capacity other than as an Executive Officer shall not be
          recognized for any purpose under this Plan.

     (c)  In the event a Participant or former Participant is reemployed by
          the Company as an Executive Officer, all periods of Continuous
          Service with the Company as an Executive Officer shall be
          aggregated for purposes of this Plan.

     3.3  TERMINATION OF PARTICIPATION AND REEMPLOYMENT.  A Participant
 shall cease participation in the Plan on the later of (a) the earlier of
 (1) the date his termination of employment with the Company and all
 Affiliated Employers occurs or (2) the date he is no longer employed as an
 Executive Officer by the Company or an Affiliated Employer, or (b) the
 date the final benefit payment to which the Participant may be entitled
 pursuant to this Plan is made.

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                            ARTICLE IV
                             BENEFITS

     4.1  NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS.  Subject to the
 limitations elsewhere contained in this Plan, an Executive Officer who
 terminates his employment with the Company and each Affiliated Employer on
 or after attaining his Normal Retirement Age and who was the President or
 a corporate Vice President of the Company as of the most recent date on
 which he performed service as an Executive Officer shall be entitled to a
 normal retirement benefit payable in the form of a single life annuity
 equal to the excess of:

     (a)  an amount equal to 50% of the Participant's Average Compensation,
          over

     (b)  the amount of the Participant's accrued Retirement Benefit under
          the Retirement Plan which would then be payable in the form of a
          single life annuity.

     4.2  NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS.  Subject to the
 limitations elsewhere contained in this Plan, an Executive Officer who
 terminates his employment with the Company and each Affiliated Employer on
 or after attaining his Normal Retirement Age and who was not the President
 or a corporate Vice President of the Company as of the most recent date on
 which he performed service as an Executive Officer, shall be entitled to a
 retirement benefit payable in the form of a single life annuity determined
 in accordance with the formula set forth in section 4.1; provided,
 however, that in making such determination, the term "40% of the
 Participant's Average Compensation" shall be substituted for the term "50%
 of the Participant's Average Compensation" in section 4.1(a).

     4.3  EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS.  Subject to the
 limitations elsewhere contained in this Plan, an Executive Officer who
 terminates his employment with the Company and each Affiliated Employer on
 or after attaining his Early Retirement Age, but prior to attaining his
 Normal Retirement Age, shall be entitled to an early retirement benefit in
 the form of a single life annuity equal to the amount to which he would
 have been entitled to under section 4.1 or section 4.2, as applicable, if
 he had then attained his Normal Retirement Age; provided, however, that
 such benefit shall be reduced by .4166% for each full calendar month, from
<PAGE>
 and including the month in which the Participant's 55th birthday occurs to
 the month in which his 62nd birthday occurs, by which the calendar month
 in which payment of the early retirement benefit provided for in this
 section 4.3 precedes the date on which such Participant would have
 attained his Normal Retirement Age.

                                   -5-

     4.4  SURVIVING SPOUSE BENEFITS.  Subject to the limitations elsewhere
 contained in this Plan, the Surviving Spouse of a Participant who dies
 prior to commencement of any other benefit hereunder, including the
 Surviving Spouse of a former Participant who terminated employment because
 of Disability, shall be eligible for a Surviving Spouse benefit commencing
 as of the last to occur of (1) the first day of the first month following
 the month in which the Participant's death occurs or (2) the date on which
 the Participant would have been eligible to receive payment of a benefit
 under section 4.3, or in the case of a Participant who terminated
 employment because of Disability, commencing as of the date on which the
 former Participant would have attained age 55, and such Surviving Spouse
 benefit shall be equal to 50% of the monthly benefit which would have been
 payable to the deceased Participant under this Plan if he had retired the
 day before his death and payment of his benefit had commenced on such date
 assuming, in the case of a former Participant who terminated employment
 because of a Disability, that the benefit payable to such former
 Participant at Normal Retirement Age under section 4.1 or 4.2, as
 applicable, would have been payable in reduced form at age 55 pursuant to
 section 4.3, and, assuming further, that in the case of a Participant or
 former Participant who died prior to attaining age 55 or prior to the date
 on which the Participant or former Participant had completed 10 years of
 Continuous Service, that a benefit would have been payable to such
 deceased Participant or former Participant as of the later of the dates
 described in (1) and (2), above; provided, however, that the benefit
 payable to the Surviving Spouse of a Participant or former Participant who
 died prior to the completion of 5 years of Continuous Service shall be
 reduced by 20% for each year of Continuous Service less than 5 accrued by
 such deceased Participant or former Participant.

     4.5  FORM, COMMENCEMENT AND DURATION OF PAYMENTS.

     (a)  A Participant may elect, subject to the approval of the Board of
          Directors, (1) to receive the Actuarial Equivalent of the benefit
          accrued by a Participant pursuant to section 4.1, 4.2 or 4.3 in
          any form of annuity payment option then available under the
          Retirement Plan or (2) to receive the value of the benefit
          accrued by a Participant pursuant to section 4.1, 4.2 or 4.3 in
          the form of a lump sum distribution.  In the event a Participant
          elects, with the approval of the Board of Directors, to receive a
          lump sum distribution of the value of the benefit otherwise
          provided for in section 4.1, 4.2, or 4.3, the value of the lump
          sum distribution under this Plan shall be determined in
          accordance with the provisions for determining the value of a
          lump sum distribution of the

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          Participant's Retirement Benefit under the terms of the
          Retirement Plan.
<PAGE>
     (b)  Monthly benefit payments to the Participant (and, if applicable,
          his Surviving Spouse) under section 4.1, 4.2, 4.3 or 4.4, or a
          lump sum payment provided for under section 4.5(a) with respect
          to a benefit accrued under section 4.1, 4.2 or 4.3, shall
          commence on the first day of the month following the
          Participant's termination of employment or, if applicable, the
          date specified in section 4.4 as the date on which the
          Participant's Surviving Spouse became eligible for a Surviving
          Spouse benefit, and shall continue, subject to the provisions of
          section 4.7, until the month in which the death of the
          Participant (or, if applicable, his Surviving Spouse) occurs;
          provided, however, that a Participant or Surviving Spouse may
          elect to defer receipt of an early retirement benefit or
          Surviving Spouse benefit, as applicable, for any period of time
          not in excess of the date on which the Participant would have
          attained his Normal Retirement Age.  Despite any other provision
          of this Plan, a Participant who receives a benefit in the form of
          a lump sum distribution shall not be entitled to any monthly
          benefit otherwise provided for in this Plan.

     4.6  CHANGE OF CONTROL.

     (a)  In the event a Change of Control of the Company occurs, the
          Company shall pay to each Participant a lump sum amount equal to
          the present value of the Participant's accrued normal retirement
          benefit, as determined under section 4.1, as of the first day of
          the first month following such Change of Control of the Company
          on which such Participant is not an employee of the Company,
          whether or not such Change of Control of the Company occurred
          prior to the date on which such Participant shall have ceased to
          be an employee of the Company.  Upon payment of the lump sum
          amount provided for in this section 4.6(a), the Company shall
          have no further obligation to pay any benefits under this Plan.
          Notwithstanding the foregoing, if a Participant has less than
          five years of Continuous Service as of the date of the Change of
          Control, the amount paid to such Participant under this Section
          4.6(a) shall equal (i) the amount described in the first sentence
          of this Section 4.6(a) times (ii) a fraction, the numerator of
          which is the number of years and fractions thereof of the
          Participant's Continuous Service as of the date of the Change of
          Control and the denominator of which is five.

                                   -7-

     (b)  In the event a Change of Control of the Company occurs after the
          Participant's death and whether or not a benefit shall have then
          become payable to the Participant's Surviving Spouse, the Company
          shall pay to such Participant's Surviving Spouse, if then living,
          the present value of the unpaid Surviving Spouse benefit.  Upon
          payment of the lump sum amount provided for in this section
          4.6(b), the Company shall have no further obligation to pay any
          benefits under this Plan.  Notwithstanding the foregoing, if a
          Participant had less than five years of Continuous Service as of
          the date of his or her death before the Change of Control, the
          amount paid to such Participant Surviving Spouse under this
          Section 4.6(b) shall equal (i) the amount described in the first
          sentence of this Section 4.6(a) times (ii) a fraction, the
          numerator of which is the number of years and fractions thereof
          of the Participant's Continuous Service as of the date of death
          and the denominator of which is five.
<PAGE>
     (c)  For purposes of this Plan, a "Change of Control of the Company"
          shall mean:

               (1)  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 (1), 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 (3) of this Section 2; or

               (2)  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

                                   -8-

               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

               (3)  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 corporation
               (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 the case may
               be, of the corporation resulting from such Business
<PAGE>
               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

                                   -9-

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

               (4)  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.

     (d)  For purposes of this Plan, 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.

     (e)  For purposes of this Plan, the present value of a Participant's
          retirement benefit or the Surviving Spouse benefit shall be
          determined by reference to the 1983 Individual Annuity Mortality
          Table with an assumed interest rate equal to the "immediate
          annuity rate" as then in effect as determined by the Pension
          Benefit Guaranty Corporation and promulgated in Appendix B to 29
          C.F.R. <section>2619.65 or any successor regulation adopted for
          the same or substantially similar purpose.

     4.7  FORFEITURE OF BENEFITS.  Despite any other provision of this
 Plan, a Participant's or Surviving Spouse's, as applicable, eligibility
 for benefit payments under the Plan is expressly subject to the following
 terms and conditions:
<PAGE>
     (a)  The Company is and shall be entitled to the sole benefit and
          exclusive ownership of any inventions or improvements in plant,
          machinery and processes, and all patents for the same, and all
          customer or price lists,

                                  -10-

          trade secrets and other things of similar type or nature used in
          the business of the Company that may be made or discovered by a
          Participant while he is employed by the Company, or, after the
          termination of his employment period if arising out of his
          activities, knowledge or experience gained while in the
          employment of the Company.  In the event that a Participant,
          during or after the termination of his employment, discloses
          all or any portion of the list of the Company's customers or the
          Company's pricing structure or all or any portion of the
          Company's manufacturing process or any other trade
          secrets or confidential information to any person, firm,
          corporation, associations or other entity for any reason or
          purpose whatsoever, no payment of any benefit otherwise due the
          Participant or his Surviving Spouse pursuant to this Plan shall
          be made by the Company.

     (b)  In the event a Participant, without the prior written consent of
          the Company and within a period of two years beginning on the
          first day following the Participant's termination of employment
          with the Company, directly or indirectly owns, manages, operates,
          joins, controls, is employed by or participates in the ownership,
          management, operation or control of, or is connected in any
          manner with, any business of a type and character which, in the
          opinion of the Company, results in the Participant then being
          engaged in the field of activities in which he was engaged by the
          Company at the time of termination (and within one year prior to
          said termination) and such business is, in the opinion of the
          Company, in direct or indirect competition in any market area
          served by the Company with any business then conducted by the
          Company in such market area, no payment of any benefit otherwise
          due the Participant or his Surviving Spouse pursuant to this Plan
          shall be made by the Company if the Participant fails to cease
          such activity within fifteen days of the mailing to him by the
          Company of the Company's opinion that he is in violation of the
          restrictions contained in this section 4.7(b).

     (c)  The Company shall have sole discretion to stop payment of any
          benefit or refuse to make payments otherwise due the Participant
          or his Surviving Spouse pursuant to this Plan if the
          Participant's termination of employment with the Company or his
          appointment to a position with the Company as other than an
          Executive Officer was by reason of or because of the
          Participant's fraud, embezzlement, misappropriation or

                                  -11-

          similar offense against the Company or any other state or
          federal felony offense.

     (d)  Subject to the provisions of section 6.2, no benefit shall be
          payable under this Plan to any Participant or Surviving Spouse
          who, for any reason, is not eligible for and does not receive a
          benefit under the provisions of the Retirement Plan.
<PAGE>
     4.8  INALIENABILITY OF BENEFITS.  A Participant's right to a benefit
 under the Plan shall not be subject to voluntary or involuntary sale,
 pledge, hypothecation, transfer or assignment by the Participant or by his
 personal representatives or heirs, or any other person or persons or
 organization or organizations succeeding to any of the Participant's
 rights and benefits hereunder.

     4.9  FACILITY OF PAYMENTS.  Any benefit payable hereunder to any
 person who is legally incapacitated may be paid to a court appointed legal
 representative of such person.

     4.10  CLAIMS PROCEDURE.  Each Participant or Surviving Spouse whose
 claim for benefits is denied, in whole or in part, shall be provided with
 a notice, written in a manner calculated to be understood by such person,
 setting forth the specific reasons for such denial and outlining the
 review procedure of the Company.  Each such Participant or Surviving
 Spouse shall be given a reasonable opportunity for a full and fair review
 by the Company of the decision by which the claim was denied.

                                  -12-

                             ARTICLE V
                      PROVISION FOR BENEFITS

     5.1  ASSETS OF THE COMPANY.  Benefits which become payable under the
 provisions of the Plan shall be paid directly by the Company out of its
 assets.  No assets of the Company shall be set aside or segregated for the
 provision of such benefit payments.  No Participant or Surviving Spouse,
 nor any other potential or actual recipient of benefits under the
 provisions of this Plan shall acquire any right, title or interest in the
 assets of the Company by reason of the Plan and, to the extent that the
 Participant, Surviving Spouse or such other recipient shall acquire a
 right to receive payments from the Company pursuant to the Plan, such
 right shall be no greater than the right of any unsecured general creditor
 of the Company.

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                            ARTICLE VI
               AMENDMENT AND TERMINATION OF THE PLAN

     6.1  AMENDMENT.  The Company reserves the right to amend the Plan from
 time to time and at any time, effective as of any specified current, prior
 or future date; provided, however, that no such amendment shall modify or
 reduce a Participant's accrued benefit as of the date such amendment is
 adopted.

     6.2  TERMINATION.  The Company reserves the right to terminate the
 Plan at any time and for any reason; provided, however, that upon
 termination, each Participant's accrued benefit shall be fully vested
 subject only to the provisions of section 4.7.  A Participant's "accrued
 benefit" shall mean the benefit which would be paid or payable pursuant to
 this Plan following the Participant's termination of employment if the
 Retirement Plan had terminated as of the same date on which the
 termination of the Plan occurs (and provided for payment of accrued
 Retirement Plan benefits upon the Participant's termination of employment)
 multiplied by a fraction, the numerator of which is a Participant's years
<PAGE>
 of Continuous Service recognized under section 3.2 and the denominator of
 which is ten.

                                  -14-

                            ARTICLE VII
                           MISCELLANEOUS

     7.1  NONGUARANTEE OF EMPLOYMENT.  Nothing contained in this Plan shall
 be construed as a contract of employment between the Company and any
 employee, as a right of any employee to be continued in the employment of
 the Company as an Executive Officer or in any other capacity, or as a
 limitation of the right of the Company to discharge any of its employees,
 with or without cause.

     7.2  ACTION BY THE COMPANY.  Any action by the Company under this Plan
 may be by resolution of its Board of Directors, or by any officer or
 officers duly authorized by resolution of said Board to act with respect
 to the Plan.

     7.3  AGREEMENT BINDING ON SUCCESSORS.  This agreement shall be binding
 upon all persons entitled to benefits hereunder, and upon their respective
 heirs and legal representatives and upon the Company, its successors and
 assigns.

     7.4  CONSTRUCTION.  Except when otherwise indicated by the context,
 any masculine terminology herein shall also include feminine, and the
 definition of any term herein in singular shall also include the plural.

     7.5  TITLES.  Article and section titles are included for reference
 purposes only and in the event of a conflict between a title and its
 respective text the text shall control.

     7.6  GOVERNING LAW.  This Plan shall, to the extent not superseded by
 the Employee Retirement Income Security Act of 1974, be governed by the
 laws of the State of Wisconsin.

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
 its behalf on this ____ day of October, 1994.

                                  MOSINEE PAPER CORPORATION


                                  By:________________________________
                                     Daniel R. Olvey
                                     President and Chief Executive
                                     Officer

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