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                                  EXHIBIT 10.9
 
                           THE REPAP ENTERPRISES INC.
 
                   TOP EXECUTIVES SUPPLEMENTARY PENSION PLAN
 
August 1996
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                               TABLE OF CONTENTS
 
<TABLE>
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                                                                                    PAGE
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<S>                  <C>                                                           <C>
SECTION I            Definitions.................................................       1
SECTION II           Retirement Date.............................................       4
SECTION III          Amount of Pension...........................................       5
SECTION IV           Forms of Pension Benefits...................................       6
SECTION V            Death.......................................................       7
SECTION VI           Termination of Service......................................       8
SECTION VII          Disability..................................................       9
SECTION VIII         Benefits for Certain Members Not Participating in the Head
                     Office Registered Pension Plan..............................      10
SECTION IX           Amendment or Discontinuance of the Plan.....................      11
SECTION X            General Provisions..........................................      12
APPENDIX A           Pensionable Service Date....................................      14
</TABLE>
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                                   SECTION I
 
                                  DEFINITIONS
 
     The following words and phrases as used herein shall, for the purposes of
this Plan and any subsequent amendment thereof, have the following meanings,
unless a different meaning is plainly indicated by the context:
 
"ACTUARY" means a Fellow of the Canadian Institute of Actuaries, appointed by
     the Company for the purpose of performing such duties as may be required by
     the Company.
 
"BASIC OFFSET PLAN" means the Repap Enterprises Inc. Head Office Registered
     Pension Plan, the Repap British Columbia Inc. Retirement Plan for Salaried
     Employees, the Employer funded portion of the U.S. Top Executives' 401(k)
     Plan and any registered plan of a Participating Employer in which the
     executive participated.
 
"BEST AVERAGE EARNINGS" means one-third of the total of the best 36 consecutive
     months of Earnings. If a Member becomes entitled to a pension under the
     Plan after less than 36 months of Service, his Final Average Earnings shall
     be 12 times his average basic monthly Earnings over the entire period of
     his Service.
 
"BOARD OF DIRECTORS" means the Board of Directors of Repap Enterprises Inc.
 
"COMPANY" means Repap Enterprises Inc., and any company which is a predecessor
     or which is a successor to that company and which by consolidation, merger,
     amalgamation, reorganization, or otherwise assumes charge of all or
     substantially all of the business and assets of that company.
 
"EARNINGS" means the basic salary of a Member, excluding bonuses or any other
     emoluments.
 
"EFFECTIVE DATE" means January 1, 1996.
 
"EQUIVALENT ACTUARIAL VALUE" means having equivalent value when computed on the
     basis of interest and mortality assumptions recommended by the Actuary and
     adopted by the Company.
 
"FINAL AVERAGE YMPE" means the annualized average of the YMPE in the calendar
     year of retirement, termination from the Plan or death, as applicable, and
     in the preceding two calendar years.
 
"MEMBER" means an executive of a Participating Employer who has been notified in
     writing of his participation in this Plan by the Company as a Member.
 
"PARTICIPATING EMPLOYER" means the Company or any legal entity associated with
     the Company which has been invited by the Company to participate in the
     Plan in accordance with such terms as the Company shall deem appropriate
     and, by resolution of its board of directors or similar body, has elected
     to participate in this Plan. A Participating Employer shall cease to
     participate in this Plan when it withdraws from the Plan or when the
     Company terminates the participation of such Participating Employer.
 
As of the Effective Date, the following are Participating Employers:
 
     -  Repap Enterprises Inc.;
 
     -  Repap International (1987) Inc.;
 
     -  Repap British Columbia Inc.;
 
     -  Repap Sales Corporation;
 
     -  Repap Wisconsin Inc.;
 
     -  Alcell Technologies Inc.
 
"PENSIONABLE SERVICE" means Service or deemed Service commencing on a Member's
     pensionable service date as shown in Appendix A up to a maximum of 25 years
     excluding Service after age 65.
 
"PLAN" means this Repap Enterprises Inc. Top Executives Supplementary Pension
     Plan, as amended from time to time.
 
"PLAN YEAR" means the period from January 1 to December 31.
 
"SERVICE" means employment or deemed employment of a Member with a Participating
     Employer including periods, as determined by the Company, of authorized
     absence with or without pay. Subject to Section VII, Service shall include
     any period while a Member receives benefits under the long term disability
     insurance plan
 
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     of a Participting Employer up to age 65. Service is severed by voluntary
     cessation of employment by the Member, discharge by a Participating
     Employer, death or retirement.
 
"SPOUSE" means the person of the opposite sex who, at the date the Member
     commences to receive his pension or as of the day preceding the Member's
     death, whichever occurs first:
 
      (a)   is married to the Member; or
 
      (b)   has been living in a conjugal relationship with an unmarried Member
 
     for a period of not less than 3 years or for a period of not less than one
year if --
 
           (i)    at least one child is born, or to be born, of their union;
 
           (ii)   they have adopted, jointly, at least one child while living
                together in a conjugal relationship; or
 
           (iii)  one of them has adopted at least one child who is the child of
                the other, while living together in a conjugal relationship.
 
     However, if the Basic Offset Plan contains a definition of a Spouse which
is different from this definition, the definition of the Basic Offset Plan shall
be used.
 
"VALUE" means the value calculated by the Actuary as of a fixed date of a
     pension or a deferred pension which shall not be less than the value
     determined in accordance with the "Recommendations of the Minimum Transfer
     Values of Pensions" issued by the Canadian Institute of Actuaries.
 
"YEAR'S MAXIMUM PENSIONABLE EARNINGS" ("YMPE") means the Year's Maximum
     Pensionable Earnings for the year as defined in the provisions of the
     Canada Pension Plan or the Quebec Pension Plan, whichever may be applicable
     in any particular instance.
 
     In the Plan, reference to the male gender will include the female gender
and vice versa, and references to the singular shall include the plural, and
vice versa, unless the context otherwise indicates.
 
                                   SECTION II
 
                                RETIREMENT DATE
 
     The normal retirement date of a Member for the purposes of the Plan shall
be the first day of the month following attainment of age 65. The late
retirement date of the Member shall be the first day of the month next following
his actual retirement but in no event shall his late retirement date be later
than the end of the calendar year in which he attains his 71st birthday, even
though he continues to be employed by the Participating Employer.
 
     For the purposes of the Plan, where a Member retires at any time up to 10
years before his normal retirement date, the early retirement date of such a
Member shall be the first day of the month following his retirement, or the
first day of any subsequent month designated by the Member, but not later than
the month in which his normal retirement date occurs.
 
                                  SECTION III
 
                               AMOUNT OF PENSION
 
     Each Member who retires on his normal retirement date shall receive an
annual pension of an amount equal to 2.25% of his Best Average Earnings up to
his Final Average YMPE plus 3% of his Best Average Earnings in excess of his
Final Average YMPE multiplied by his first 10 years of Pensionable Service plus
1.25% of his Best Average Earnings up to his Final Average YMPE plus 2% of his
Best Average Earnings in excess of his Final Average Earnings multiplied by his
next 15 years of Pensionable Service, with a proportionate adjustment for a
fraction of a year in completed months, but in no event shall such annual
pension on his normal retirement date be greater than 60% of his Best Average
Earnings. Such annual pension shall be reduced by the amount payable under the
Basic Offset Plan in respect of Pensionable Service after his pensionable
service date in Appendix A.
 
     No less than 30 days prior to the retirement date of a Member, or upon the
death or termination of a Member, the Controller of the Company, shall, on the
advice of the Actuary, establish the actual amount of annual pension which the
Member is entitled to receive under this Section III, or in the event of the
death of the Member, the amount his Spouse is entitled to receive according to
the terms of Section V.
 
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     A Member who retires on an earlier retirement date pursuant to subsection
2.2 of Section II shall receive an annual pension commencing on his earlier
retirement date of an amount equal to the annual pension determined in
accordance with subsection 3.1 of this Section III which will be reduced; such
reduction shall be 1/3 of 1% for each calendar month, if any, by which the date
on which his pension commences precedes his 60th birthday.
 
     Each Member who retires on a later retirement date in accordance with
subsection 2.1 of Section II shall receive an annual pension which shall be the
Equivalent Actuarial Value of the annual pension. which would have been payable
at his normal retirement date based on his Best Average Earnings and his
Pensionable Service to his normal retirement date.
 
     The annual pensions established under subsection 3.2 of this Section III
shall be paid by the Participating Employer for whom the Pensionable Service was
rendered.
 
                                   SECTION IV
 
                           FORMS OF PENSION BENEFITS
 
     The normal form of pension payable under this Plan shall be a monthly
payment payable on the first day of each month, commencing on the Member's
normal, early or late retirement date, and continuing thereafter during the
lifetime of the Member in an amount equal to 1/12 of the annual pension
determined as provided in Section III hereof, and subject to all of the
provisions and conditions of this Plan, including specifically Section V.
 
     The Company shall have the power to establish such optional forms of
pension of Equivalent Actuarial Value on the recommendation of the Actuary, as
may be considered by it to be appropriate, provided that such other optional
forms are not contrary to the provisions of any applicable federal or provincial
laws, rules, guidelines or regulations that may be or are hereafter enacted or
promulgated. Election by a Member of some other optional form of benefit shall
be subject to such conditions as may be prescribed by the Company, including
determination of the eligible Spouse.
 
For example, a Member may elect a joint and survivor pension providing for a
reduced pension payable to the Member during his lifetime with an amount equal
to 100% of such reduced pension, as elected by the Member, continuing after his
death to his surviving Spouse or former Spouse during her lifetime.
 
                                   SECTION V
 
                                     DEATH
 
     If a Member dies in the Service before his normal retirement date, the
following shall apply:
 
      (a)   Death Before Early Retirement Date  If the Member would not have
           been entitled to receive an immediate pension under the provisions of
           Section 2.2 had he ceased membership on the date of his death, his
           surviving Spouse or, if the Member is not survived by his Spouse, his
           estate shall receive a lump sum payment equal to the Value of his
           deferred pension to which he would have been entitled under Section
           6.1 had he ceased to be a Member on the date of his death for a
           reason other than his death;
 
      (b)   Death On or After Early Retirement Date  If the Member would have
           been entitled to receive an immediate pension under the provisions of
           this Plan had he retired on the date of his death:
 
           (i)   his surviving Spouse shall receive an annual pension equal to
               the greater of --
 
                -  the annual pension the Spouse would have been entitled to
                   receive under the provisions of Section 5.2 had the payment
                   of the Member's pension commenced on the day preceding the
                   death of the Member; and
 
                -  the annual pension which can be purchased with the Value of
                   the pension the Member would have been entitled to receive
                   under Section 3.3 had he retired immediately before death,
 
           (ii)  if the Member is not survived by his Spouse, his estate shall
               receive a lump sum payment equal to the Value of the pension the
               Member would have been entitled to receive under Section 3.3 had
               he retired immediately before death.
 
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     In the event of the death of a Member who is in receipt of a pension under
Section 4.1, his surviving Spouse, if any, shall receive a pension equal to 60%
of the pension the Member was receiving at the time of his death. The Spouse's
pension is payable during her lifetime only.
 
     In the event of the death of a Member who is in receipt of a pension under
Section 4.2, payments shall be made under this Plan as required by any
guaranteed period of payments still remaining or according to the survivor
pension elected.
 
                                   SECTION VI
 
                             TERMINATION OF SERVICE
 
     If the Member terminates his Service or the Member's Service is terminated
for any reason other than retirement, disability or death, such Member shall
receive a deferred pension payable from his normal retirement date equal to his
accrued pension as determined by the Actuary, in accordance with Section III.
The Member may elect to receive, on his early retirement date, a pension of
Equivalent Actuarial Value.
 
     If the Member terminates his Service or the Member's Service is terminated,
after being eligible to receive a pension, for any reason other than retirement,
disability or death, such Member shall be entitled to the benefits provided
under subsections 2.2 and 3.3.
 
     However, if the Member's Service is terminated at any time up to 10 years
before his normal retirement date and within a period of 2 years following a
change of control of the Participating Employer, such Member shall receive a
deferred pension payable in accordance with the early retirement provisions of
subsections 2.2 and 3.3.
 
                                  SECTION VII
 
                                   DISABILITY
 
DISABILITY
 
     A Member who is disabled, as defined hereunder, and eligible to receive
benefits under the Participating Employer's long term disability insurance plan
shall, for all purposes of the Plan, continue to be considered a Member. Any
such period of disability, during which he is eligible to receive such benefits,
up to age 65, shall be included as Service for purposes of the Plan and his
annual pension to be credited during such period shall be determined under
Section III on the assumption that his Earnings in effect immediately prior to
his becoming disabled continue unchanged. If the Member shall recover, or shall
be deemed to have recovered, from his disability, and if he is not thereupon
reinstated in employment as an employee, he shall be considered as having
terminated employment at that time and shall be entitled to the benefits
provided under Section VI.
 
     For the purpose of this Section 7.1, disability means:
 
      (a)   Member suffering from a physical or mental impairment so as to
           prevent the performance of employment duties in which the Member was
           engaged before the impairment occurred;
 
      (b)   which is certified, in writing, by a medical doctor licensed in
           Canada or where the Member resides; and
 
      (c)   in respect of which the Member is eligible to receive benefits under
           the Participating Employer's long term disability program.
 
                                  SECTION VIII
 
                 BENEFITS FOR CERTAIN MEMBERS NOT PARTICIPATING
                   IN THE HEAD OFFICE REGISTERED PENSION PLAN
 
     The Member who is eligible to become a Member of the Repap Enterprises Inc.
Head Office Registered Pension Plan and who elects not to participate, for as
long as he is not participating in that plan, is not entitled to the retirement
benefits described in Section III.
 
     If such a Member dies in the Service before age 65, his surviving Spouse,
or if the Member is not survived by his Spouse, his estate, shall receive a lump
sum payment equal to the value of his deferred pension to which he would have
been entitled under Section 6.1 had he ceased to be a Member on the date of his
death, for a reason
 
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other than his death, and had he participated in the Repap Enterprises Inc. Head
Office Registered Pension Plan from the same date with no pensionable service
credited under that plan prior to his death.
 
     If such a Member is terminated for any reason other than death or
disability, he shall receive a deferred pension, payable from age 65, equal to
the pension determined by the Actuary in accordance with Section III and
calculated as if the Member had started participating in the Repap Enterprises
Inc. Head Office Registered Pension Plan from the day he terminated his Service
with no pensionable service credited under that plan prior to his date of
termination.
 
     If such a Member is disabled, as defined in Section 7.1, for all purposes
of this Plan, he shall be considered to be participating in the Repap
Enterprises Inc. Head Office Registered Pension Plan from the date of his
disability.
 
                                   SECTION IX
 
                    AMENDMENT OR DISCONTINUANCE OF THE PLAN
 
     The Board of Directors necessarily reserves the right to amend or
discontinue the Plan in whole or in part at any time. However, no amendment for
any reason shall adversely affect the pension or other benefits to which a
Member had become entitled to in respect of Pensionable Service prior to the
date of such amendment.
 
                                   SECTION X
 
                               GENERAL PROVISIONS
 
     This Plan shall not constitute a contract of employment between the Par
ticipating Employer and any Member or other person in the employ of the
Participating Employer, nor shall anything herein contained be deemed to give
any Member or other person in the employ of the Participating Employer any right
to be retained in such employ, or to interfere with the right of the
Participating Employer to discharge any Member or such other person at any time
and to treat him without regard to the effect which such treatment might have
upon him as a Member of the Plan.
 
     Except as specifically provided herein, no benefit or payment or part
thereof under the Plan to any Member or eligible Spouse shall be capable of or
be subject in any manner to anticipation, surrender, commutation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or
involuntary, and any attempt to so anticipate, surrender, commute, alienate,
sell, transfer, assign, pledge, encumber or charge the same shall be void, nor
shall any such benefit, payment or part thereof be in any way liable for or
subject to the debts, contracts, liabilities, engagements, faults or torts of
any person entitled to such benefit or payment. If any Member (or eligible
Spouse) is adjudicated bankrupt or purports to anticipate, surrender, commute,
alienate, sell, transfer, assign, pledge, encumber or charge any such benefit or
payment or part thereof, voluntarily or involuntarily, the Company, in its
discretion, may hold or apply or cause to be held or applied such benefit or
payment or any part thereof to or for the benefit of such Member, (or eligible
Spouse) in such manner as the Company shall direct.
 
     In the event of bankruptcy, insolvency or winding-up of the Participating
Employer, all amounts payable to a Member, his Spouse or his estate under the
Plan shall constitute an exigible claim against the Participating Employer in
favor of such person; this claim is exigible immediately and is a lump sum equal
to the Value of the remaining payments to be made to the Member, his Spouse or
his estate under the Plan. Without limiting the generality of the foregoing,
such person shall be a creditor of the Participating Employer, within the
meaning of the Bankruptcy and Insolvency Act, having a provable claim against
the Participating Employer.
 
     The Company shall have the sole and exclusive responsibility to administer
the Plan and interpret its rules.
 
     It is expressly understood that the obligation of a Participating Employer
is not solidary and that no provision of this Plan shall be construed as
creating a solidary obligation between the Participating Employers.
 
     This Plan shall be construed and interpreted in accordance with the
provisions of the laws of the Province of Quebec and the laws of Canada
applicable therein.
 
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                                   APPENDIX A
 
                            PENSIONABLE SERVICE DATE
 
<TABLE>
<CAPTION>
                            NAME                                       DATE
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<S>                                                             <C>
J.N. Bowersock..............................................    November 16, 1982
R. Buser....................................................    September 15, 1992
M. Cormier..................................................    January 13, 1992*
A.J. Dundas.................................................    January 1, 1981
N. Falco....................................................    April 1, 1991
G. Farah....................................................    January 1, 1981
G. Fenton...................................................    January 1, 1981
J.G. Kass...................................................    January 1, 1981
S.C. Larson.................................................    March 1, 1991
T.W. McBride................................................    February 1, 1989
I. O'Shea...................................................    January 1, 1981
H.R. Papushka...............................................    July 1, 1981
G.S. Petty..................................................    January 1, 1981
R.H. Sumner.................................................    January 1, 1981
D.D. Veniez.................................................    November 6, 1992
</TABLE>
 
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* Plus service between November 30, 1987 and March 30, 1990.
 
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