SEVERANCE AGREEMENT
                                 AND
                      GENERAL RELEASE OF CLAIMS


     This Severance Agreement and General Release of Claims (the
 "Agreement") is made and entered into this 3rd day of March, 2000 by
 and between Daniel R. Olvey ("Mr. Olvey") and Wausau-Mosinee Paper
 Corporation (the "Company").

                       W I T N E S S E T H:

     WHEREAS, Mr. Olvey has served as an officer and a director of the
 Company; and

     WHEREAS, Mr. Olvey's resignation as an officer and a director of
 the Company and each of its subsidiaries was effective on February 24,
 2000; and

     WHEREAS, the Company is desirous of offering Mr. Olvey certain
 severance pay and benefits over and above what he is entitled to under
 the Company's employment policies and/or applicable laws in exchange
 for a complete and full release of claims;

     NOW, THEREFORE, in consideration of the premises and mutual
 promises herein contained, it is agreed as follows:

 1.  NO LIABILITY.  The Company and Mr. Olvey agree that neither the
 negotiation or signing of this Agreement shall constitute an admission
 by the Company that it has acted wrongfully with respect to Mr. Olvey
 or any other person or that Mr. Olvey has any rights whatsoever against
 the Company.  The Company specifically disclaims any liability to, or
 wrongful acts against, Mr. Olvey or any other person, on the part of
 itself, its directors, officers, employees, and agents, and Mr. Olvey
 disclaims any liability to, or wrongful or unlawful conduct against,
 the Company.

 2.  EMPLOYMENT.  Mr. Olvey understands and agrees that he shall be
 considered an employee of the Company until the first to occur of (a)
 December 30, 2000, or (b) the date on which he has exercised in full
 each option to purchase common stock and each stock appreciation right
 which was outstanding on February 24, 2000, but that his rights and
 benefits as an employee of the Company shall be limited to those rights
 and benefits specifically provided under the terms of this Agreement.
 Mr. Olvey understands that he will not be reemployed by the Company
 following the termination of the employment period provided for herein,
                                     -1-
 and agrees that he will not apply for or otherwise seek employment with
 the Company at any time in the future.

 3.  SEVERANCE BENEFIT.  As a severance benefit and as consideration to
 Mr. Olvey for entering into this Agreement, the Company shall provide
 the following to Mr. Olvey:
<PAGE>
     (a)  SEVERANCE PAY.  Mr. Olvey shall be entitled to receive
     severance pay in the amount of $619,163.  Such amount shall be
     paid in equal biweekly installments in a manner consistent with
     the Company's normal payroll practices, beginning on the first

     payday which occurs after the expiration of seven days from the
 execution of this Agreement and continuing through the last payday
 which occurs on or prior to December 30, 2000.

     (b)  UNUSED VACATION PAY.  Mr. Olvey shall be paid the sum of
     $45,230.72 representing 20.5 days of unused 1999 vacation days and
     4.0 days of accrued vacation days on March 15, 2000.  Mr. Olvey
     agrees that payment of such amount shall terminate the Company's
     liability to him under the Company's vacation pay policies.

     (c)  HEALTH AND DENTAL INSURANCE.  Mr. Olvey shall be entitled to
     coverage under the Company's health and dental insurance plans on
     the same basis as such plans are from time to time maintained for
     executive officers of the Company for the period which ends on the
     first to occur of (i) December 30, 2000, or (ii) the date on which
     Mr. Olvey is employed by an employer other than the Company.

     (d)  SUPPLEMENTAL RETIREMENT PLAN BENEFITS.  Mr. Olvey agrees and
     understands that he is not entitled to receive a benefit under the
     terms of the Wausau-Mosinee Supplemental Retirement Plan and all
     claims for an accrued benefit under such plan are hereby waived by
     him.  As a part of the consideration and severance benefit provided
     to Mr. Olvey under this Agreement, the Company shall make a lump
     payment to Mr. Olvey of $1,564,165.47 on or before April 15, 2000.

     (e)  OUTPLACEMENT ASSISTANCE.  Mr. Olvey shall be entitled, at
     Company expense, to individual executive level outplacement
     services from the firm of Challenger, Gray & Christmas for a period
     which ends on the first to occur of (i) Mr. Olvey's employment, or
     (ii) August 24, 2001.

     (f)  OPTIONS AND SARS.  Mr. Olvey shall be entitled to exercise
     each stock option and stock appreciation right ("SAR") outstanding
     on February 24, 2000 in accordance with its terms and until the
                                     -2-
     first to occur of (i)the date of expiration provided in the terms
     of grant of the option or SAR, or (ii) March 30, 2001.

     (g)  CHANGE IN CONTROL.  Notwithstanding any other provision of
     this Agreement, not more than ten business days following a Change
     in Control, all amounts which are or will become payable to Mr.
     Olvey under this Agreement shall be paid in a lump sum.  For
     purposes of this Agreement, the term "Change in Control" shall have
     the meaning set forth in Section 15.1 of the Company's 1991
     Employee Stock Option Plan, a copy of which is attached hereto
     as Appendix I.

 All payments made under the terms of this Agreement shall be reduced by
 applicable state, federal, and local income and employment taxes which
 the Company is required to withhold.  Mr. Olvey agrees and understands
 that the severance payments provided in this paragraph 3 are in lieu of
<PAGE>
 and discharge any obligations of the Company to Mr. Olvey for
 compensation, unused accrued and/or earned vacation, bonuses, or any
 other expectation of compensation or benefit on the part of Mr. Olvey
 as a result of his employment with the Company or the termination of
 that employment.

 4.  EMPLOYEE BENEFITS.  Mr. Olvey agrees that the amounts paid to him
 pursuant to this Agreement shall not constitute covered compensation
 for purposes of the Company's tax-qualified retirement plans and,
 except as otherwise provided in paragraph 3, that from and after
 February 25, 2000 he was not eligible for, nor shall he be a
 participant in, any life or disability insurance plan, flexible benefit
 plan, or any other employee benefit plan now or hereafter maintained by
 the Company.

 5.  NONCOMPETE AGREEMENT.  In consideration of the benefits provided
 him under the terms of this Agreement, Mr. Olvey agrees that from and
 after December 31, 2000 and until December 30, 2001 that he will not
 directly or indirectly, own, manage, operate, control, serve as a
 director or be employed by, or otherwise be associated with or
 represent in any capacity, any of the following companies, or any
 parent, subsidiary, or affiliate of any of such companies,
 (collectively, the "Restricted Companies"):
<TABLE>
<CAPTION>
 <S>                                  <C>
 International Paper Corporation      Domtar, Inc.
 Champion Paper Corporation           Kimberly Clark Corporation, Neenah Paper
 Longview Fibre Corporation           Fox River Paper Corporation
 Fraser Paper, Inc.                   Mead Corporation, Gilbert Division
 Plainwell Paper Company              Crown Vantage Corporation
 Georgia-Pacific Corporation          Mohawk Industries, Inc.
                                     -3-
 Rolland Paper Sales Corporation      Monadnock Paper Mills
 SAPPI                                French Paper Company
 Boise Cascade Corp., Office Products Avery Dennison Corp., Fasson Division
</TABLE>
 Notwithstanding the foregoing, ownership of the stock of any such
 Restricted Companies shall not be in violation of this Agreement if
 such stock had been acquired prior to the date hereof or the stock of
 such Restricted Company is then listed for trading on a national or
 regional securities exchange or traded on a bona fide over-the-counter
 market.  Mr. Olvey acknowledges and agrees that the entities listed in
 this paragraph 5 are competitors of the Company and that the
 restrictions set forth in this Agreement are reasonably necessary to
 protect the reasonable interests of the Company.  The Company agrees
 that if Mr. Olvey is employed by a competitor not listed in this
 paragraph 5 and such employer is subsequently acquired, by purchase,
 merger, or otherwise, by a competitor listed in this paragraph 5, Mr.
 Olvey shall not be in violation of this Agreement if he remains
 employed in the same capacity, but Mr. Olvey shall otherwise be
 required to comply with all obligations of this Agreement.

 6.  NO CLAIMS BY MR. OLVEY.  Mr. Olvey warrants and represents that he
 has not filed any complaints, charges or lawsuits against the Company
 or any of its directors, officers, employees or agents with any
<PAGE>
 governmental agency or any court, that no other person has filed any
 claim on his behalf, and that he will not do so at any time hereafter
 or permit any other claim to be made on his behalf; provided, however,
 that nothing in this sentence shall (i) limit Mr. Olvey from filing a
 claim for the sole purpose of enforcing Mr. Olvey's rights under this
 Agreement or enforcing Mr. Olvey's post-employment rights as of
 February 24, 2000 under any tax qualified employee pension plan then

 maintained by the Company, or (ii) Mr. Olvey's right to indemnification
 while a director or officer of the Company under applicable Wisconsin
 law, the bylaws of the Company, or under any director and officer
 errors and omissions insurance policy maintained by the Company.

 7.  CONFIDENTIAL AND PROPRIETARY INFORMATION.  Mr. Olvey acknowledges
 that during the course of his employment he has acquired knowledge of,
 and has had access to, (i) confidential information belonging to the
 Company, (ii) proprietary information belonging to the Company, (iii)
 trade secrets of the Company, (iv) other information which has been
 disclosed to the Company on a confidential basis, and (v) material
 nonpublic information concerning the Company's business and financial
 condition (collectively, the "Company Information").  Mr. Olvey agrees,
 that for a period of five years following the date of this Agreement,
 he will not, directly or indirectly, make use of or disclose any
 Company Information to any individual who is not then either employed
 by or retained by the Company
                                     -4-
 without the consent of the Company.  Notwithstanding the preceding
 sentence, Mr. Olvey may disclose Company Information in response to a
 demand for disclosure contained in a subpoena or in discovery
 proceedings concerning a matter before an administrative or judicial
 proceeding if (i) such disclosure is, in the reasonable opinion of
 legal counsel for Mr. Olvey, required by applicable law, and (ii) if
 Mr. Olvey has given the Company notice of such demand within three
 business days of actual receipt by Mr. Olvey of such demand and has
 cooperated with any effort of the Company to seek appropriate
 injunctive or other relief barring such disclosure.

 8.  RETURN OF COMPANY PROPERTY.  Mr. Olvey warrants and represents that
 he has returned to the Company all Company Information and all other
 Company property, including without limitation, reports, files,
 memoranda, records, software, credit cards, door and file keys,
 computer access codes, disks, and instructional manuals, and other
 physical or personal property which Mr. Olvey received, prepared or
 helped prepare in connection with his employment with the Company and
 that he has not retained and will not retain any copies, duplicates,
 reproductions, or excerpts thereof.

 9.  RELEASE OF CLAIMS.  As a material inducement to the Company to
 enter into this Agreement, Mr. Olvey on behalf of himself, his heirs,
 his estate and his successors and assigns, hereby irrevocably and
 unconditionally releases, acquits and forever discharges the Company
 and each of the Company's stockholders, predecessors, successors,
 assigns, agents, directors, officers, employees, representatives,
 attorneys, subsidiaries, affiliates (and agents, directors, officers,
 employees, representatives and attorneys thereof), and all persons
 acting by, through, under or in concert with any of them (collectively
<PAGE>
 "Releasees"), and each of them, from any and all charges, complaints,
 claims, liabilities, obligations, promises, agreements, controversies,
 damages, actions, causes of action, suits, rights, demands, costs,
 losses, debts and expenses (including attorneys' fees and costs
 actually incurred) of any nature whatsoever, known or unknown,
 suspected or unsuspected arising out of or in any way connected with
 his employment by the Company, including, but not limited to, any
 rights or claims arising under the Age Discrimination in Employment
 Act, the Wisconsin Fair Employment Act, and Title VII of the 1964 Civil

 Rights Act as amended, breach of contract, impairment of economic
 opportunity, infliction of emotional harm or distress, or other
 tort, wrongful discharge or claims under any other state or federal
 law, which Mr. Olvey now has, owns or holds, or claims to have, own or
 hold, or which Mr. Olvey at any time heretofore had, owned or held, or
 claimed to have, own or hold, or which Mr. Olvey at any time
 hereinafter may have, own or hold, or claim to have, own or hold
 against each or any of the Releasees.
                                     -5-
     Mr. Olvey is not releasing or waiving (i) any rights or claims
 which may arise after this Agreement is executed, (ii) any claim for
 the sole purpose of enforcing Mr. Olvey's rights under this Agreement,
 (iii) any claim to enforce Mr. Olvey's post-employment rights as of
 February 24, 2000 under any tax qualified employee pension plan then
 maintained by the Company, or (iv) Mr. Olvey's right to indemnification
 while a director or officer of the Company under applicable Wisconsin
 law, the bylaws of the Company, or under any director and officer
 errors and omissions insurance policy maintained by the Company.

 10.  RELEASE BY THE COMPANY.  The Company warrants and represents that
 it has no knowledge, at the time of the signing of this Agreement, that
 Mr. Olvey has participated or engaged in any type of misconduct,
 malfeasance, violation of the Company's policies or illegal acts.  Mr.
 Olvey warrants and represents to the Company that he has not
 participated or engaged in any type of misconduct, malfeasance,
 violation of the Company's policies or illegal acts.  In reliance on
 these warranties and representations by Mr. Olvey, the Company agrees
 to, by the signing of this Agreement and its acceptance of Mr. Olvey's
 representations, covenants, releases, and waivers provided by Mr. Olvey
 hereunder, irrevocably and unconditionally release Mr. Olvey from all
 damages, actions, lawsuits or claims the Company may have, whether
 based on contract, tort, statute, or common law, arising from his
 employment with the Company and/or the conclusion of that employment,
 or from his service as a director and officer of the Company and each
 subsidiary thereof, including, but not limited to, a release of any
 rights or claims the Company may have under applicable law, or any
 other charges, complaints, claims, liabilities, obligations, promises,
 agreements, controversies, damages, actions, suits, rights, demands,
 losses, debts and/or expenses (including attorneys' fees and costs
 actually incurred) of any nature, known or unknown, suspected or
 unsuspected which the Company may have under any federal, state or
 local law, and of any other known or unknown claims in contract, tort
 or common law, including, but not limited to, actions for libel,
 slander, defamation or small claims accruing through the date of its
 signing of this Agreement; provided, however, that this waiver does not
 apply to claims or rights that accrue after the date the Company signs
<PAGE>
 this Agreement or claims to enforce the terms of this Agreement brought
 by the Company.

 11.  NONDISPARAGEMENT.  The Company agrees that it will not
 intentionally disparage Mr. Olvey, and Mr. Olvey agrees that he will
 not intentionally disparage the Company or any of its directors,
 officers, employees, or agents with anyone who is presently doing
 business with or employed by the Company, or with anyone that could
 reasonably be expected to do business with or be employed by the
 Company.
                                     -6-

 12.  REFERENCES.  Mr. Olvey agrees to direct all reference checks and
 business-related communications to Michael L. McDonald, Senior Vice
 President of Administration, or his successor.  The Company agrees to
 provide Mr. Olvey with an executed original of a mutually acceptable
 letter of reference and the Company agrees to respond to any reference
 requests only by providing such letter.

 13.  OFFSET OF BENEFITS IF AGREEMENT VIOLATED.  The benefits of this
 Agreement to Mr. Olvey are subject to termination, offset and
 recoupment in the event that Mr. Olvey takes any action or engages in
 any conduct which is in violation of this Agreement.  The Company shall
 give Mr. Olvey written notice at least 10 days prior to taking any
 action to terminate, offset, or recoup any payment made under the terms
 of this Agreement.  With respect to any violations by Mr. Olvey of this
 Agreement, in addition to the Company's termination, offset and
 recoupment of the benefits provided for herein, the Company shall be
 limited to the recovery of actual damages suffered by the Company or
 its directors, officers, agents or employees.

 14.  SUBMISSION TO JURISDICTION.  Each of the parties submits to the
 jurisdiction of any state or federal court sitting in the State of
 Wisconsin in any action or proceeding arising out of or relating to
 this Agreement and agrees that all claims in respect of the action or
 proceeding may be heard and determined in any such court.  Each party
 also agrees not to bring any action or proceeding arising out of or
 relating to this Agreement in any other court.  Each of the parties
 waives any defense of inconvenient forum to the maintenance of any
 action or proceeding so brought and waives any bond, surety, or other
 security that might be required of any other party with respect
 thereto.  Either party may make service on the other party by sending
 or delivering a copy of the process to the party to be served at the
 address and in the manner provided for the giving of notices in
 subparagraph 18(e).  Nothing in this paragraph 14, however, shall
 affect the right of any party to serve legal process in any other
 manner permitted by law or in equity.  Each party agrees that a final
 judgment in any action or proceeding so brought shall be conclusive and
 may be enforced by suit on the judgment or in any other manner provided
 by law or in equity.  For purposes of this paragraph 14, the term
 "final judgment" means a judgment from  which no further appeal can be
 made by the party against whom the judgment is sought to be enforced.
 15.  COSTS OF ENFORCEMENT.  Each party will indemnify and hold harmless
 the other party from and against all losses, costs, fees (including,
 but not limited to, reasonable attorney fees), and damages incurred by
 each party as a result of any breach of this Agreement by the other
<PAGE>
 party.
                                     -7-
 16  MR. OLVEY'S RIGHT TO REVIEW AND RESCIND THIS AGREEMENT.  CONSISTENT
 WITH FEDERAL LAW, MR. OLVEY HAS TWENTY-ONE (21) CALENDAR DAYS FROM THE
 RECEIPT OF THIS AGREEMENT, TO REVIEW AND CONSIDER THIS AGREEMENT BEFORE
 SIGNING IT.  MR. OLVEY UNDERSTANDS THAT HE MAY USE AS MUCH OF THIS
 TWENTY- ONE (21) CALENDAR DAY PERIOD AS HE WISHES PRIOR TO SIGNING.
 FEDERAL LAW FURTHER PROVIDES THAT MR. OLVEY MAY REVOKE THIS AGREEMENT
 WITHIN SEVEN (7) CALENDAR DAYS OF MR. OLVEY SIGNING IT.  REVOCATION
 MUST BE MADE BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE
 COMPANY IN CARE OF MICHAEL L. MCDONALD, SENIOR VICE PRESIDENT OF
 ADMINISTRATION, AT THE COMPANY'S PRINCIPAL BUSINESS OFFICE IN MOSINEE,

 WISCONSIN.   FOR THIS REVOCATION TO BE EFFECTIVE, THE WRITTEN NOTICE
 MUST BE RECEIVED BY THE COMPANY NOT LATER THAN 5:00 P.M. ON THE SEVENTH
 (7TH) CALENDAR DAY AFTER MR. OLVEY SIGNS THIS AGREEMENT.  IF MR. OLVEY
 REVOKES THIS AGREEMENT, IT SHALL NOT BE EFFECTIVE OR ENFORCEABLE AND
 MR. OLVEY WILL NOT RECEIVE PAYMENTS SPECIFIED HEREIN.  CONSISTENT WITH
 FEDERAL LAW, THE COMPANY HEREBY ALSO ADVISES MR. OLVEY TO CONSULT WITH
 AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

 17.  NO RELIANCE BY MR. OLVEY ON THE COMPANY.  Mr. Olvey represents and
 acknowledges that in executing this Agreement he does not rely and has
 not relied upon any representations or statements not set forth herein
 made by any of the Releasees or by any of the Releasees' agents,
 representatives, or attorneys with regard to the subject matter, basis
 or effect of this Agreement, or otherwise.  MR. OLVEY REPRESENTS AND
 AGREES THAT HE FULLY UNDERSTANDS HIS RIGHT TO DISCUSS ALL ASPECTS OF
 THIS AGREEMENT WITH HIS PRIVATE ATTORNEY, THAT TO THE EXTENT, IF ANY,
 THAT HE DESIRED, HE HAS AVAILED HIMSELF OF THIS RIGHT, THAT HE HAS
 CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS
 AGREEMENT, THAT HE UNDERSTANDS THAT THIS AGREEMENT CONSTITUTES A FULL
 AND FINAL SETTLEMENT OF ALL MATTERS BETWEEN THE COMPANY AND HIM, AND
 THAT HE IS VOLUNTARILY ENTERING INTO THIS AGREEMENT.

 18.  MISCELLANEOUS.

 (a)      ENTIRE AGREEMENT.  This Agreement (including the appendices
 referred to herein) constitutes the entire agreement between the
 parties and supersedes any prior understandings, agreements, or
 representations by or between the parties, written or oral, to the
 extent they related in any way to the subject matter hereof.

 (b)      SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding
 upon and inure to the benefit of the parties named herein and their
 respective successors and permitted assigns.
                                     -8-
 (c)      COUNTERPARTS.  This Agreement may be executed in one or more
 counterparts, each of which shall be deemed an original but all of
 which together will constitute one and the same instrument.

 (d)      HEADINGS.  The section headings contained in this Agreement
 are inserted for convenience only and shall not affect in any way the
 meaning or interpretation of this Agreement.

 (e)      NOTICES.  All notices, requests, demands, claims, and other
<PAGE>
 communications hereunder will be in writing.  Any notice, request,
 demand, claim, or other communication hereunder shall be deemed duly
 given if (and then two business days after) it is sent by registered or
 certified mail, return receipt requested, postage prepaid, and
 addressed to the intended recipient as set forth below:

      If to the Company:

               Mr. Michael L. McDonald
               Senior Vice President, Administration
               Wausau-Mosinee Paper Corporation
               1244 Kronenwetter Drive
               Mosinee, Wisconsin  54455

          If to Mr. Olvey:

               Mr. Daniel R. Olvey
               3002 Mountain Court
               Wausau, Wisconsin 54401

 Any party may send any notice, request, demand, claim, or other
 communication hereunder to the intended recipient at the address set
 forth above using any other means (including personal delivery,
 expedited courier, messenger service, facsimile transmission, telex,
 ordinary mail, or electronic mail), but no such notice, request,
 demand, claim, or other communication shall be deemed to have been duly
 given unless and until it actually is received by the intended
 recipient.  Any party may change the address to which notices,
 requests, demands, claims, and other communications hereunder are to be
 delivered by giving the other party notice in the manner herein set
 forth.
                                     -9-
 (f)      GOVERNING LAW.  This Agreement shall be governed by and
 construed in accordance with the domestic laws of the State of
 Wisconsin without giving effect to any choice or conflict of law
 provision or rule (whether of the State of Wisconsin or any other
 jurisdiction) that would cause the application of the laws of any
 jurisdiction other than the State of Wisconsin.

 (g)      AMENDMENTS AND WAIVERS.  No amendment of any provision of this
 Agreement shall be valid unless the same shall be in writing and signed
 by the parties.  No waiver by any party of any default,
 misrepresentation, or breach of warranty or covenant hereunder, whether
 intentional or not, shall be deemed to extend to any prior or
 subsequent default, misrepresentation, or breach of warranty or
 covenant hereunder or affect in any way any rights arising by virtue of
 any prior or subsequent such occurrence.

 (h)      SEVERABILITY.  Any term or provision of this Agreement that is
 invalid or unenforceable in any situation in any jurisdiction shall not
 affect the validity or enforceability of the remaining terms and
 provisions hereof or the validity or enforceability of the offending
 term or provision in any other situation or in any other jurisdiction.


     PLEASE READ CAREFULLY.  THIS SEVERANCE AGREEMENT AND GENERAL
 RELEASE OF CLAIMS INCLUDES RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
<PAGE>

                              WAUSAU-MOSINEE PAPER CORPORATION


                              By: MICHAEL L. MCDONALD (Seal)
                                  Michael L. McDonald
                                  Senior Vice President, Administration


                                DANIEL R. OVLEY (Seal)
                                Daniel R. Olvey
                                     -10-

                            APPENDIX I

     15.1  DEFINITION OF "CHANGE IN CONTROL."  For purposes of the Plan,
 a "Change in Control" means the happening of any of the following
 events:

     (a) The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
         "Person") of beneficial ownership (within the meaning of Rule
         13d-3 promulgated under the Exchange Act) of 20% or more of
         either (i) the then outstanding Shares (the "Outstanding
         Company Common Stock") or (ii) the combined voting power of the
         then outstanding voting securities of the Company entitled to
         vote generally in the election of directors (the "Outstanding
         Company Voting Securities"); excluding, however, the following:
         (A) any acquisition directly from the Company other than an
         acquisition by virtue of the exercise of a conversion privilege
         unless the security being so converted was itself acquired
         directly from the Company, (B) any acquisition by the Company,
         (C) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any entity
         controlled by the Company, (D) any acquisition pursuant to a
         transaction which complies with clauses (i), (ii), and (iii) of
         paragraph (c) of this Section 15.1, (E) except as provided in
         paragraphs (d) and (e), any acquisition by any of the Woodson
         Entities or any of the Smith Entities, or (F) any increase in
         the proportionate number of shares of Outstanding Company
         Common Stock or Outstanding Company Voting Securities
         beneficially owned by a Person to 20% or more of the shares of
         either of such classes of stock if such increase was solely the
         result of the acquisition of Outstanding Company Common Stock
         or Outstanding Company Voting Securities by the Company;
         provided, however, that this clause (F) shall not apply to any
         acquisition of Outstanding Company Common Stock or Outstanding
         Company Voting Securities not described in clauses (A), (B),
         (C), (D), or (E) of this paragraph (a) by the Person acquiring
         such shares which occurs after such Person had become the
         beneficial owner of 20% or more of either the Outstanding
         Company Common Stock or Outstanding Company Voting Securities
         by reason of share purchases by the Company; or

     (b) A change in the composition of the Board such that the
         individuals who, as of March 4, 1999, constitute the Board
<PAGE>
         (such Board shall be hereinafter referred to as the "Incumbent
         Board") cease for any reason to constitute at least a majority
         of the Board; provided, however, for purposes of the Plan, that
         any individual who becomes a member of the Board subsequent to
         the Effective Date whose election, or nomination for
                                     I-1
         election by the Company's shareholders, was approved by a vote
         of at least a majority of those individuals who are members of
         the Board and who were also members of the Incumbent Board (or
         deemed to be such pursuant to this proviso) shall be deemed to
         be and shall be considered as though such individual were a
         member of the Incumbent Board, but provided, further, that any
         such individual whose initial assumption of office occurs as a
         result of either an actual or threatened election contest (as

         such terms are used in Rule 14a-11 of Regulation 14A
         promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf
         of a Person other than the Board shall not be so deemed or
         considered as a member of the Incumbent Board; or

     (c) Consummation of a reorganization, merger or consolidation, or
         sale or other disposition of all or substantially all of the
         assets of the Company or the acquisition of the assets or
         securities of any other entity (a "Corporate Transaction");
         excluding, however, such a Corporate Transaction pursuant to
         which (i) all or substantially all of the individuals and
         entities who are the beneficial owners, respectively, of the
         Outstanding Company Common Stock and Outstanding Company Voting
         Securities immediately prior to such Corporate Transaction will
         beneficially own, directly or indirectly, more than 60% of,
         respectively, the 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 Corporate
         Transaction (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) (the "Resulting Corporation")
         in substantially the same proportions as their ownership,
         immediately prior to such Corporate Transaction, of the
         Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be, (ii) no Person (other than the
         Company, any employee benefit plan (or related trust) of the
         Company, any Woodson Entity, any Smith Entity, or such
         Resulting Corporation) will beneficially own, directly or
         indirectly, 20% or more of, respectively, the outstanding
         shares of common stock of the Resulting Corporation or the
         combined voting power of the then outstanding voting securities
         of such Resulting Corporation entitled to vote generally in the
         election of directors except to the extent that such ownership
         existed with respect to the Company prior to the Corporate
         Transaction, and (iii) individuals who were members of the
         Incumbent Board will constitute at least a majority of the
         members
                                     I-2
<PAGE>
         of the board of directors of the Resulting Corporation; or

     (d) The Woodson Entities acquire beneficial ownership of more than
         35% of the Outstanding Company Common Stock or Outstanding
         Company Voting Securities or of the outstanding shares of
         common stock or 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 Resulting
         Corporation; or

     (e) The Smith Entities acquire beneficial ownership of more than
         35% of the Outstanding Company Common Stock or Outstanding
         Company Voting Securities or of the outstanding shares of
         common stock or 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 Resulting
         Corporation; or

     (f) The approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.

     For purposes of this Section 15.1, the term "Woodson Entities"
     shall mean Aytchmonde P. Woodson, Leigh Yawkey Woodson and Alice
     Richardson Yawkey, members of their respective families and their
     respective descendants (the "Woodson Family"), heirs or legatees of
     any of the Woodson Family members, transferees by will, laws of
     descent or distribution or by operation of law of any of the
     foregoing (including of any such transferees) (including any
     executor or administrator of any estate of any of the foregoing),
     any
                                     I-3
     trust established by any of Aytchmonde P. Woodson, Leigh Yawkey
     Woodson, or Alice Richardson Yawkey, whether pursuant to last will
     or otherwise, any partnership, trust or other entity established
     primarily for the benefit of, or any other Person the beneficial
     owners of which consist primarily of, any of the foregoing or any
     Affiliates or Associates of any of the foregoing or any charitable
     trust or foundation to which any of the foregoing transfers or may
     transfer securities of the Company (including any beneficiary or
     trustee, partner, manager or director of any of the foregoing or
     any other Person serving any such entity in a similar capacity).

     For purposes of this Section 15.1, the term "Smith Entities" shall
     mean David B. Smith and Katherine S. Smith, members of their
     respective families and their respective descendants (the "Smith
     Family"), heirs or legatees of any of the Smith Family members,
     transferees by will, laws of descent or distribution or by
     operation of law of any of the foregoing (including of any such
     transferees) (including any executor or administrator of any estate
     of any of the foregoing), any trust established by either of David
     B. Smith or Katherine S. Smith, whether pursuant to last will or
     otherwise, any partnership, trust or other entity established
     primarily for the benefit of, or any other Person the beneficial
     owners of which consist primarily of, any of the foregoing or any
     Affiliates or Associates of any of the foregoing or any charitable
<PAGE>
     trust or foundation to which any of the foregoing transfers or may
     transfer securities of the Company (including any beneficiary or
     trustee, partner, manager or director of any of the foregoing or
     any other Person serving any such entity in a similar capacity).

     For purposes of this Section 15.1, the terms "Affiliate" and
     "Associate" shall have the meanings ascribed to such terms in Rule
     12b-2 of the General Rules and Regulations under the Exchange Act
     as in effect on the date of this Plan.
                                     I-4