Exhibit 10.5

                              WAUSAU PAPER CORP.
                      DIRECTOR RETIREMENT BENEFIT POLICY
                         AS AMENDED DECEMBER 16, 2005
                        EFFECTIVE AS OF JANUARY 1, 2005


      Each person whose service as a member of the Board of Directors (a
"Director") began prior to January 1, 2003 and who incurs a Termination of
Service after he has served as a Director for not less than five full calendar
years (a "Retired Director") shall be entitled to receive a Director's
Retirement Benefit in accordance with the following terms and conditions:

      (a)   During the Benefit Period (as defined in paragraph (c)), on each
      date on which the Corporation pays Directors fees consisting of the
      Directors monthly retainer or a Board of Directors meeting fee to serving
      Directors, a Retired Director shall be paid a Director's Retirement
      Benefit.  Payment of such Director Retirement Benefit shall not be
      conditioned upon the attendance of the Retired Director at any meeting of
      the Board of Directors or the performance by the Retired Director of any
      services on behalf of the Corporation.

      (b)   For purposes of this policy, a "Director's Retirement Benefit"
      shall be an amount equal to the monthly retainer or Board of Directors
      meeting fee, as applicable, to which a Director was entitled under the
      standard Directors fee policy of the Corporation as of the date of the
      Retired Director's Termination of Service (the Retired Director's
      "Termination Date"); provided, however, that the number of payments of
      the Director's Retirement Benefit which is attributable to the payment of
      Board of Director meeting fees in any fiscal year of the Corporation
      shall not exceed the number of regularly scheduled meetings of the Board
      in the fiscal year in which the retired Director's Termination Date
      occurred.  The Director's Retirement Benefit shall not include fees paid
      for attendance at Committee Meetings or any compensation paid to
      Directors other than the monthly retainer or Board of Directors meeting
      fee as herein described.  For purposes of this policy, "Termination of
      Service" means the later of (i) the bona fide termination of a Director's
      service as a member of the Board and (ii) the Director's termination of
      employment with the Corporation and each member of the controlled group
      of corporations or other entities under common control to which the
      Corporation belongs (the "Controlled Group") for purposes of determining
      whether a separation from service has occurred pursuant to Section 409A
      of the Internal Revenue Code of 1986, as amended (the "Code"), and the
      regulations promulgated thereunder.

      (c)   The "Benefit Period" shall mean the period which begins on the day
      next following the Retired Director's Termination Date and which ends on
      the first to occur of (1) the date which is (A) the same number of months
      subsequent to the Retired Director's Termination Date as is equal to (B)
      the number of whole or partial months during which the Retired Director
      served as a Director prior to his Termination Date and (2) the Retired
      Director's death.  For purposes of determining the number of whole or
      partial months during which the retired Director served as a Director
      prior to his Termination Date, service as a director of Mosinee Paper
      Corporation (a "Mosinee Director") (1) prior to December 17, 1997 and (2)
      during any period in which such Mosinee Director was not also a director
      of the Corporation, shall be deemed to be service as a Director.
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      (d)   As of any date on which a Change of Control of the Corporation has
      occurred, as defined in the 2005 Directors' Deferred Compensation Plan as
      from time to time in effect, the Corporation shall pay the present value
      of all unpaid Director's Retirement Benefit payments to a then Retired
      Director in a lump sum.  The present value of such payments shall be
      based on the assumption that the Retired Director shall serve as a
      Retired Director through the period described in paragraph (c)(1) and it
      shall be computed 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.

      (e)   A Director's Retirement Benefit payable hereunder may not be
      voluntarily or involuntarily sold or assigned, and shall not be subject
      to any attachment, levy or garnishment.  The Corporation shall not be
      obligated to reserve or otherwise set aside funds for the payment of
      retirement benefits under this policy and the rights of a Retired
      Director shall be only those with respect to an unsecured claim against
      the general assets of the Corporation.  All amounts due a Retired
      Director shall be paid out of the general assets of the Corporation.

      (f)   This policy may be terminated or amended at any time by resolution
      of the Board of Directors; provided, however, that neither an amendment
      nor the termination of this policy shall reduce the retirement benefits
      accrued by a Retired Director as of the date of such amendment or
      termination.

      (g)   Notwithstanding any other provision of this policy, payment of a
      Director's Retirement Benefit to any Retired Director who was, on the
      date of his Termination of Service, a "key employee" of the Corporation
      or any other member of the Controlled Group as determined pursuant to
      Code Section 409A (a "Key Employee") shall not commence until the date
      which is not less than six months following such Termination of Service,
      and in such case, the Benefit Period of such Retired Director shall, in
      the event of the death of such Retired Director prior to the occurrence
      of the date described in paragraph (c)(1), be adjusted to reflect the
      fact that, but for the Retired Director's status as a Key Employee, the
      Retired Director would have received up to six months of additional
      payments of his Director's Retirement Benefit.  Any payments made
      pursuant to this paragraph (g) following a Retired Director's death shall
      be paid to the retired Director's estate.

      (h)   Notwithstanding any other provision of this policy, no distribution
      otherwise provided for by this policy shall be made if such distribution
      would cause the distribution or this policy to fail to meet the
      requirements of Code Section 409A and cause the Retired Director to be
      subject to the interest and additional tax imposed pursuant to Code
      Section 409A(a)(1)(B), and any such distribution shall be modified in the
      operation of the policy so that the timing or form of such distribution,
      or both, as the case may be, corresponds as closely as possible to such
      distribution as provided for in the policy, but will then comply with the
      requirements of Code Section 409A so as to preclude the application of
      Code Section 409A(a)(1)(B).