EXHIBIT 10.2

                         MOSINEE PAPER CORPORATION
                      1985 EXECUTIVE STOCK OPTION PLAN

          1.   PURPOSE.  The Mosinee Paper Corporation 1985 Executive Stock
 Option Plan (the "Plan") is intended to attract and retain key executive
 employees by permitting such employees of Mosinee Paper Corporation (the
 "Company") or any parent or subsidiary of the Company to acquire
 authorized and unissued, or reacquired, shares of common stock, $2.50 par
 value, of the Company ("Stock") pursuant to purchase options.  The
 availability of the options and grants thereof will furnish additional
 inducements to such employees to continue employment with the Company, or
 any parent or subsidiary of the Company, and encourage them, by giving
 them an opportunity to acquire a greater stake in the Company's success,
 to increase their efforts to promote the best interests of the Company and
 its stockholders.  Subject to the provisions of the Plan, there may be
 granted options containing such terms and conditions as shall be requisite
 to constitute them "nonqualified stock options," i.e., options which are
 not "incentive stock options" within the meaning of Section 422A of the
 Internal Revenue Code of 1954, as amended (the "Code").  A key employee
 may be granted and may hold one or more nonqualified stock options under
 this Plan.

          2.   ELIGIBLE EMPLOYEES.  The persons eligible to receive options
 under the Plan shall be key executive employees (who may also be officers
 or directors) of the Company or any parent or subsidiary of the Company
 and who are selected by the

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 Executive Compensation & Bonus Committee (the "Committee") designated by
 the Board of Directors of the Company (the "Board").  Directors of the
 Company or any parent or subsidiary of the Company who are not also
 employees of the Company or any parent or subsidiary of the Company shall
 not be eligible to receive options under the Plan.

     3.   TIME AND MANNER OF GRANTING OPTIONS.  From and after the
 Effective Date of the Plan (as defined in Section 16 hereof) and
 continuing to the close of business on the tenth anniversary of such
 Effective Date, the Committee may, at such time or times as the Committee
 may determine, grant to any one or more eligible employees ("Optionees")
 nonqualified stock options, each such option to cover the purchase of such
 number of shares of Stock upon such terms and conditions not inconsistent
 with the Plan as the Committee shall from time to time determine.

          No person shall have any right to an option or any other right
 under the Plan unless and until an option shall be granted to such person
 by the Committee.  Subject to the provisions of Section 9 hereof, no more
 than 90,000 shares of Stock shall be sold pursuant to the exercise of all
 options granted hereunder.  Any shares for which an option is granted
 hereunder which for any reason are released from such option by expiration
 or termination thereof or otherwise shall be available for reoptioning
 under this Plan.  The Company shall, forthwith upon the granting of an
 option, mail or deliver to the Optionee a copy of the Plan and an option
 certificate evidencing such

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<PAGE>
 option.  Option certificates shall be in such form and shall contain such
 terms and provisions not inconsistent with the Plan as the Committee
 shall deem appropriate.

          4.   TERM OF OPTIONS.  In no event shall any stock option granted
 under the Plan be exercisable after the expiration of twenty years from
 the date such option is granted.

          5.   TERMS AND CONDITIONS.

          (a)  Nonqualified stock options granted under this Plan shall
 contain such provisions, not inconsistent with this Plan, as may be deemed
 advisable by the Committee.

          (b)  The option price per share of Stock under any nonqualified
 stock option granted hereunder shall be not less than one hundred per cent
 (100%) of the fair market value of one share of Stock on the date such
 option is granted.

          6.   MANNER OF EXERCISE OF OPTIONS.

          (a)  Subject to the provisions of Section 8 hereof, each option
 granted hereunder shall become exercisable on the date specified in the
 option agreement but in no event earlier than six months after the date of
 grant.  Any shares with respect to which an option becomes exercisable
 shall remain available for purchase by exercise of the option in
 accordance with its terms at any time or from time to time before the
 option expires.

          (b)  Exercise shall be effected only by delivery to the Company
 of an irrevocable written notice of the Optionee's election to exercise
 the option with respect to a specified whole number of shares of Stock.
 Such exercise must be followed within

                                   -3-

 five (5) business days by payment in cash to the Company of (i) the
 amount of the option purchase price for the number of shares of Stock as
 to which the option is then being exercised and (ii) the amount of any
 applicable federal or state withholding taxes.  The Optionee's failure to
 so pay shall result in the forfeiture of his rights under the Plan for
 the number of shares specified in the notice.  No option may be exercised
 with respect to a fractional share of Stock.

          7.   NON-TRANSFERABILITY.  Options granted hereunder shall not be
 transferable by an Optionee otherwise than by will or the laws of descent
 and distribution and may, during the lifetime of an Optionee, be exercised
 only by such Optionee.

          8.   EXERCISE AFTER TERMINATION OF EMPLOYMENT.

          (a)  For purposes of the Plan and each option granted under the
 Plan, an Optionee's employment shall be deemed to have terminated at the
 close of business on the day preceding the first date on which he is no
 longer for any reason whatsoever employed by the Company or by any parent
 or subsidiary of the Company, provided that the Committee may determine in
 one or more particular cases that a leave of absence granted by the
 employing corporation shall not result in the termination of an Optionee's
 employment.
<PAGE>
          (b)  If an Optionee's employment is terminated by his voluntary
 resignation or if he is discharged for cause, any option held by the
 Optionee shall expire on the date of such termination.  For purposes of
 this section, "for cause" shall

                                   -4-

 mean affirmative acts in violation of federal, state, or local criminal
 law.

          (c)  If an Optionee dies while such Optionee is an employee of
 the Company or any parent or subsidiary of the Company or within three
 months after his termination of employment for a reason other than
 voluntary resignation or discharge for cause, any option held by such
 Optionee at the date of the Optionee's death may be exercised by such
 Optionee's estate or the person to whom such option is transferred by will
 or the applicable laws of descent and distribution with respect to all or
 any part of that number of shares of Stock as to which such option was
 exercisable by the Optionee immediately before his death but only if the
 date of exercise is both within 20 years from the Date of Grant (or such
 shorter period in which the option would have expired if the Optionee had
 lived and remained in the Company's employ) and within one year after the
 date of the Optionee's death.

          (d)  If an Optionee's employment is terminated for any reason
 other than voluntary resignation, discharge for cause or death, any option
 held by the Optionee may be exercised at any time which is both before the
 time the option would otherwise expire and within three months after the
 date of such cessation of employment, but only with respect to that number
 of shares of Stock which the Optionee would have been permitted to
 purchase under his option immediately before the date of termination of
 such Optionee's employment.

                                   -5-

          9.   ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC.  If the
 Company shall, after the Effective Date, change its Stock into a greater
 or lesser number of shares through a stock dividend, stock split-up or
 combination of shares, then

          (i)  the number of shares of Stock then subject to the Plan but
               which are not then subject to any outstanding option;

         (ii)  the number of shares of Stock subject to each then
               outstanding option or (to the extent not previously
               exercised); and

        (iii)  the price per share payable upon exercise of each then
               outstanding option, shall all be proportionately increased
               or decreased as of the record date for such stock dividend,
               stock split-up or combination of shares in order to give
               effect thereto.  Notwithstanding any such proportionate
               increase or decrease, no fraction of a share of Stock shall
               be issued upon the exercise of an option.  If any split-up
               or combination of shares shall involve a change of par
               value, the shares of Stock subject to options theretofore or
               thereafter granted shall be the shares of Stock as so
               changed.
<PAGE>
          If, after the Effective Date, there shall be any change in the
 Stock of the Company other than through a stock dividend, stock split-up
 or combination of shares, then if (and only if)

                                   -6-

 the Committee shall determine that such change equitably requires an
 adjustment in the number or kind or option price of shares of Stock then
 subject to an option, or the number or kind of shares remaining subject
 to the Plan, such adjustment as the Committee shall determine is
 equitable and as shall be approved by the Board shall be made and shall
 be effective and binding for all purposes of such option and the Plan.
 If any member of the Board shall, at the time of such approval, be an
 Optionee, he shall not participate in action in connection with such
 adjustment.

          10.  ADMINISTRATION OF THE PLAN.

          (a)  The Plan shall be administered by the Committee, which shall
 consist of three or more persons selected by the Board from its members.
 The Committee shall have authority to determine who are, from time to
 time, eligible employees, to construe the Plan, to prescribe, amend and
 rescind rules and regulations for the administration of the Plan, to amend
 or modify the Plan in such manner as the Committee deems required to make
 the Plan conform to the provisions of any federal or state laws, or
 regulations issued thereunder, or practically workable, and to take any
 other action necessary or advisable for the effective administration of
 the Plan; provided, however, that no such amendment or modification of the
 Plan shall affect the provisions of any option granted before such
 amendment or modification to the detriment of any Optionee unless such
 amendment or modification is required to comply with any applicable law or
 regulation, and provided, further, that any

                                   -7-

 such amendment of the Plan extending the period within which options may
 be granted under the Plan, or increasing the number of shares of Stock to
 be optioned under the Plan (except as provided in Section 9 hereof), or
 reducing the minimum purchase price per share provided in the Plan
 (except as provided in Section 9 hereof), or changing the class of
 employees to whom options may be granted under the Plan shall, in each
 case, be subject to approval by the Board.  Decisions of the Committee
 shall be final.  Members of the Committee may be removed by the Board.
 Vacancies in the Committee may be filled, and additional members may be
 appointed from time to time by the Board.  The decision of a majority in
 number of the members of the Committee, from time to time acting, shall
 be deemed to be the decision of the Committee, and a majority in number
 of members of the Committee, from time to time acting, shall constitute
 a quorum of the Committee for the transaction of any business.  No
 member of the Committee may be an individual who is or has been for at
 least one year prior to selection to the Committee, eligible for
 participation in the Plan.

          (b)  The authority granted the Board of Directors in this section
 of the Plan shall be exercised solely by those directors who are not, and
 have not been for at least one year prior to such exercise, eligible for
 participation in the Plan.
<PAGE>
          11.  STOCKHOLDERS' RIGHTS UPON EXERCISE.  An Optionee shall not,
 by reason of the Plan or any option granted pursuant to the Plan, have any
 rights of a stockholder of the Company;

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 however, upon each exercise of an option under the Plan, the Optionee
 shall have, with respect to the number of shares of Stock as to which
 such option is then being exercised, all rights of a stockholder of
 record from the date of such exercise, irrespective of whether
 certificates to evidence the shares of Stock with respect to which the
 option was exercised shall have been issued on such date.

          12.  THE RIGHT OF EMPLOYER TO TERMINATE EMPLOYMENT.  Nothing
 contained in the Plan or in any option granted pursuant to the Plan shall
 confer upon any Optionee any right to be continued in the employment of
 the Company, or any parent or subsidiary of the Company, or interfere in
 any way with the right of such Optionee's employer to terminate his
 employment at any time with or without cause.

          13.  GOVERNMENT APPROVALS.  If at any time the Company shall be
 advised by its counsel that the exercise of any option or the delivery of
 shares of Stock upon the exercise of an option is required to be approved,
 registered or qualified under any applicable law, or must be accompanied
 or preceded by a prospectus or similar circular meeting the requirements
 of any applicable law, the Company will use its best efforts to obtain
 such approval, to effect such registrations and qualifications, or to
 provide such prospectus or similar circular within a reasonable time, but
 exercise of the options or delivery by the Company of certificates for
 shares of Stock may be deferred until

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 such approvals, registrations or qualifications are effected, or until
 such prospectus or similar circular is available.

          14.  DISCONTINUANCE OF THE PLAN.  The Board may decrease the
 number of shares issuable under the Plan or discontinue and terminate the
 Plan at any time, but no such decrease, discontinuance or termination
 shall affect any options granted before such decrease, discontinuance or
 termination.

          15.  MERGER, REORGANIZATION OR CHANGE IN CONTROL.

          (a)  Nothing contained in this Plan or in any option granted
 under the Plan shall in any way prohibit the Company from merging with or
 consolidating into another corporation, or from selling or transferring
 all or substantially all of its assets, or from distributing all or
 substantially all of its assets to its stockholders in liquidation, or
 from dissolving and terminating its corporate existence; and in any such
 event (other than a merger in which the Company is the surviving
 corporation and after which the Company remains an independent, publicly
 held corporation), the Company or any surviving party to any such merger,
 consolidation, or sale or transfer of assets may provide by resolution of
 its Board of Directors that all rights of the person or persons entitled
 to exercise then outstanding options granted under the Plan, and such
 options, shall wholly and completely terminate at the time of any such
 merger, consolidation, sale or transfer of assets, liquidation, or
<PAGE>
 dissolution, except that adequate provision for such person or persons
 shall be made in accordance with paragraph (b) below.

                                  -10-

          (b)  In the event that (i) any individual, corporation,
 partnership or other person or group of persons or entities becomes the
 beneficial owner, directly or indirectly, of 45% or more of the Company's
 then outstanding Common Stock ("Change in Control") or (ii) any merger,
 consolidation, liquidation, dissolution or termination after which the
 Company will not survive as an independent, publicly-owned corporation or
 any sale or transfer of all or substantially all of the Company's assets
 ("Reorganization") occurs, then the Company shall pay with respect to each
 outstanding option under this Plan an amount equal to (x) the difference
 between the Fair Market Value (as defined in (c) below) and exercise price
 of the option, multiplied by (y) the number of shares of Stock subject to
 such option.  Such payment shall be made in cash within 30 days after, in
 the case of a Reorganization requiring approval by the Company
 stockholders, the date of such approval and, in the case of a Change in
 Control, the date upon which such change occurs.

          (c)  Solely for purposes of (b) above, "Fair Market Value" shall
 mean the greater of (i) the highest price per share of the Company's
 Common Stock (x) paid by the acquiring person within twelve months of the
 occurrence of the Change in Control to effect such change or (y) provided
 for in any agreement for the Reorganization or (ii) fair market value
 determined in accordance with Section 17 of this Plan.

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          16.  EFFECTIVE DATE OF PLAN,  The Plan has been adopted by the
 Board on __________________, 1985, and the Plan shall be deemed to have
 become effective on such date.

          17.  MISCELLANEOUS.

          (a)  The transfer of an employee from the Company to a parent or
 subsidiary of the Company or from a parent or subsidiary of the Company to
 the Company or another parent or subsidiary of the Company shall not be a
 termination of employment or an interruption of continuous employment for
 the purposes of the Plan.

          (b)  As used in the Plan, the terms "parent" and "subsidiary"
 shall have the meanings ascribed to them in Sections 421, 422A and 425 of
 the Code.

          (c)  Except as otherwise provided, for purposes of this Plan, the
 fair market value of a share of Stock on a specified day shall be the mean
 between the high and low sale price per share as reported for such day (or
 if such day is not a business day, for the immediately preceding business
 day) on a national stock exchange, or if the Stock is not listed on such
 an exchange, on the NASDAQ national market system.

          (d)  No option or shares of Stock issuable under the Plan shall
 be transferable or assignable either by the voluntary or involuntary act
 of the Optionee or by operation of law, or be liable for any debts or
 liabilities of the Optionee, except as provided herein.

                                  -12-
<PAGE>
          18.  Notwithstanding any other provision of this Plan or of any
 option certificate relating to any option granted hereunder, 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 not be
 deemed to constitute a "Change in Control" or any other transaction
 described in Section 15(b) of this Plan and of any corresponding or
 similar provision of any such option certificate.  Without limiting the
 generality of the foregoing, the consummation of such transactions shall
 not result in the payment of any cash to any holder of an option granted
 under this Plan.

                                  -13-

                     MOSINEE PAPER CORPORATION

                 1985 EXECUTIVE STOCK OPTION PLAN

                     NONQUALIFIED STOCK OPTION


          MOSINEE PAPER CORPORATION (the "Company"), for valuable
 consideration, the receipt of which is hereby acknowledged, hereby grants
 on this ______ day of _____________, 19__ (the "Date of Grant") to
 ("Optionee") a nonqualified stock option to purchase _______ shares of the
 common stock, $2.50 par value, of the Company ("Stock") at a price of
 $_____________ per share (the "Option Price"), subject to adjustment as
 set forth in Section 7 hereof, upon the terms and conditions hereinafter
 stated pursuant to the Company's 1985 Executive Stock Option Plan adopted
 ______________, 19__, (the "Plan"), all necessary or appropriate
 determinations by the committee appointed under the Plan (the "Committee")
 having been duly made.

          1.   AGREEMENT TO REMAIN IN EMPLOYMENT.  Optionee agrees not to
 voluntarily terminate his employment with the Company, or any parent or
 subsidiary of the Company, within one year from the Date of Grant.

          2.   EXERCISE BY OPTIONEE.  This option becomes exercisable with
 respect to the total number of shares subject hereto on and after
 _________________________. Once exercisable, any portion of this option
 shall continue to be exercisable during the term of this option with
 respect to the shares represented by such portion.  This option is
 exercisable during Optionee's

                                   -1-

 lifetime only by him and may be exercised by him in whole or in part only
 if all of the following conditions are met at the time of exercise:

          (a)  The date of exercise is within 20 years from the Date of
               Grant; and

          (b)  Optionee is employed by one or more of the Company or any
               parent or subsidiary of the Company, or, if he is no longer
               so employed, such employment had terminated no longer than
               three months prior to the date of exercise.
<PAGE>
          3.   RESTRICTIONS ON TRANSFER.  This option is not transferable
 by Optionee otherwise than by will or the laws of descent and
 distribution.

          4.   RESTRICTIONS ON EXERCISE AFTER TERMINATION OF EMPLOYMENT.
 Notwithstanding anything herein to the contrary, in the event that
 Optionee's employment with the Company or a parent or subsidiary of the
 Company is terminated by reason of voluntary resignation or discharge for
 cause (as defined in the Plan) this option shall expire on the date of
 such termination.

          5.   EXERCISE AFTER OPTIONEE'S DEATH.  In the event of Optionee's
 death while in the employ of the Company or a parent or subsidiary of the
 Company or after his termination of employment with the Company or a
 parent or subsidiary of the Company for a reason which is not set forth in
 Section 4 above, but within three months after such termination of
 employment, this option, to the extent not already exercised, may be
 exercised by his estate or his designee by will or the laws of descent and
 distribution but only with respect to that number of

                                   -2-

 shares of Stock which Optionee would have been permitted to purchase upon
 exercise of this option immediately before his termination of employment
 and only if the date of exercise is both within 20 years from the Date of
 Grant (or such shorter period in which the option would have expired if
 the Optionee had lived and remained in the Company's employ) and within
 one year after the date of Optionee's death.

          6.   MANNER OF EXERCISE.

          (a)  Exercise shall be effected only by delivery to the Company
 of an irrevocable written notice of Optionee's election to exercise the
 option with respect to a specified whole number of shares of Stock.  The
 exercise date shall be the date of such delivery.  Any delivery effected
 after the close of business shall be deemed received on the next
 succeeding business day.  No option may be exercised with respect to a
 fractional share of Stock.

          (b)  The irrevocable written notice of Optionee's election to
 exercise must be followed within five (5) business days by payment in cash
 to the Company of the amount of the option purchase price for the number
 of shares of Stock as to which the option is then being exercised and the
 amount of any applicable federal and state withholding taxes.  Optionee's
 failure to so pay shall result in the forfeiture of his option rights
 under this option to the number of shares specified in the notice.

                                   -3-

          (c)  No such person shall be entitled to any rights as a
 stockholder of the Company with respect to such shares until the option
 purchase price for such shares is paid in full.

          7.   CHANGES IN CAPITALIZATION.

          (a)  If the Company shall, after the Date of Grant, change the
 Stock into a greater or lesser number of shares through a stock dividend,
 stock split-up or combination of shares, then the number of shares of
 Stock subject to this option (to the extent not previously exercised), and
<PAGE>
 the price per share payable upon exercise of this option, shall be
 proportionately increased or decreased as of the record date of such stock
 dividend, stock split-up or combination of shares in order to give effect
 thereto.  Notwithstanding any such proportionate increase or decrease, no
 fraction of a share of Stock shall be issued upon the exercise of an
 option.  If any split-up or combination of shares shall involve a change
 of the par value of the Stock, the shares of Stock subject to this option
 shall be the shares of Stock as so changed.

          (b)  If, after the Date of Grant, there shall be any change in
 the Stock of the Company other than through a stock dividend, stock split-
 up or combination of shares, then if (and only if) the Committee shall
 determine that such change equitably requires an adjustment in the number
 or kind or Option Price of shares of Stock then subject to this option, or
 the number of shares of Stock with respect to which this option may be

                                   -4-

 exercised, such adjustment as the Committee shall determine is equitable
 shall be made.

          8.   RIGHT OF EMPLOYER TO TERMINATE EMPLOYMENT.  Nothing
 contained in this option shall confer upon Optionee any right to be
 continued in the employment of the Company, or any parent or subsidiary of
 the Company, or interfere in any way with the right of Optionee's said
 employer to terminate his employment at any time with or without cause.

          9.   LISTING AND REGISTRATION OF SHARES.  This option shall be
 subject to the requirement that if at any time the Committee determines,
 in its discretion, that the listing, registration, or qualification of the
 shares subject to this option upon any securities exchange or under any
 state or federal law, or the consent or approval of any governmental
 regulatory body is necessary or desirable as a condition of, or in
 connection with, the issue or purchase of shares hereunder, this option
 may not be exercised in whole or in part unless such listing,
 registration, qualification, consent or approval shall have been effected
 or obtained and the same shall have been free of any conditions not
 acceptable to the Committee.

          10.  ADMINISTRATION.  Subject to the provisions of this option,
 the Committee shall be authorized to interpret this option, to make, amend
 and rescind such rules as it deems necessary or advisable for the proper
 administration of this option, to make all other determinations necessary
 or advisable for the administration of this option and to correct any
 defect

                                   -5-

 or supply any omission or reconcile any inconsistency in this
 option in the manner and to the extent the Committee deems desirable to
 make this option fully effective.  The Committee may amend this option,
 provided, however, that any such amendment shall be made only with the
 consent of Optionee or other person or persons entitled to exercise this
 option if the amendment would be detrimental to the rights of Optionee or
 such other person unless such amendment is required to comply with any
 applicable law or regulation.

          11.  MERGER, REORGANIZATION, OR CHANGE IN CONTROL.  Nothing
 contained in this option shall in any way prohibit the Company from
<PAGE>
 merging with or consolidating into another corporation, or from selling or
 transferring all or substantially all of its assets, or from distributing
 all or substantially all of its assets to its stockholders in liquidation,
 or from dissolving and terminating its corporate existence; and in any
 such event (other than a merger in which the Company is the surviving
 corporation and under the terms of which the shares of Stock outstanding
 immediately prior to the merger remain outstanding and unchanged), the
 Company or any surviving party to any such merger, consolidation, or sale
 or transfer of assets may provide by resolution of its Board of Directors
 that all rights of Optionee and this option shall wholly and completely
 terminate at the time of any such merger, consolidation, sale or transfer
 of assets, liquidation, or dissolution, except that adequate

                                   -6-

 provision for such person or persons shall be made in accordance with
 Section 15(b) of the Plan.

          This option is addressed to Optionee in duplicate and shall not
 be effective until Optionee has executed this option and returned one copy
 to the Company, thereby acknowledging that Optionee has read and agrees to
 all the terms and conditions of this option and the Plan.


                                  MOSINEE PAPER CORPORATION



                                  By:________________________________


 ACCEPTED this _____ day of
 _____________________, 19__.



 __________________________
 Optionee

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