Exhibit 10(c)

                    MOSINEE PAPER CORPORATION
              1988 STOCK APPRECIATION RIGHTS PLAN



     1.   PURPOSE.

          The purpose of the Mosinee Paper Corporation 1988 Stock
Appreciation Rights Plan (the "Plan") is to attract and retain
outstanding individuals as officers and key employees of Mosinee
Paper Corporation (the "Corporation") and its subsidiaries, and to
furnish incentives to such individuals through rewards based upon
the performance of the common stock of the Corporation.  To this
end, the Committee hereinafter designated may grant stock
appreciation rights to officers and other key employees of the
Corporation and its subsidiaries, on the terms and subject to the
conditions set forth in this Plan.

     2.   PARTICIPANTS. 

          Participants in the Plan shall consist of such officers
and other key employees of the Corporation and its subsidiaries as
the Committee in its sole discretion may select from time to time
to receive stock appreciation rights.

     3.   ADMINISTRATION OF THE PLAN.

          The Plan shall be administered by a Committee (the
"Committee") of at least three members appointed by the Board of
Directors of the Corporation from among its members.  No person
shall be appointed a member of the Committee if, during the one
year prior to the date on which such person's service as a member
of the Committee is to commence, such person was granted or
awarded equity securities of the Corporation (within the meaning
of Securities and Exchange Commission Rule 16a-1(d)) under the
Plan or any other plan of the Corporation or any subsidiary of the
Corporation.  Subject to the provisions of the Plan, the Committee
shall have authority (i) to determine which employees of the
Corporation and its subsidiaries shall be eligible for
participation in the Plan; (ii) to select employees to receive
grants under the Plan; (iii) to determine the number of stock
appreciation rights subject to the grant, the time and conditions
of exercise or vesting, the fair market value of the common stock
of the Corporation for purposes of the Plan, and all other terms
and conditions of any grant; and (iv) to prescribe the form of
agreement, certificate or other instrument evidencing the grant. 
The Committee shall also have authority to interpret the Plan and
to establish, amend and rescind rules and regulations for the
administration of the Plan, and all such interpretations, rules
and regulations shall be conclusive and binding on all persons,
provided, however, that the Committee shall not exercise such
authority in a manner adversely and significantly affecting rights
previously granted unless the action taken is required to comply
with any applicable law or regulation.
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     4.   EFFECTIVE DATE AND TERM OF PLAN.

          The Plan shall become effective on June 16, 1988, the
date of its approval by the Board of Directors of the Corporation. 
The Plan shall terminate ten years after it becomes effective,
unless terminated sooner by action of the Board of Directors.  No
further grants may be made under the Plan after its termination,
but the termination of the Plan shall not affect the rights of any
participant under, or the authority of the Committee with respect
to, any grants made prior to termination.

     5.   SHARES SUBJECT TO THE PLAN.

          Subject to adjustment as provided in paragraph 7 hereof,
the aggregate number of shares of common stock of the Corporation
with respect to which stock appreciation rights may be granted
under the Plan shall not exceed 350,000.  Whenever a stock
appreciation right granted under the Plan can no longer under any
circumstances be exercised, the shares, if any, then remaining
subject to such stock appreciation right shall thereupon be
released from such stock appreciation right and shall thereafter
be available for additional grants of stock appreciation rights
under the Plan.

     6.   STOCK APPRECIATION RIGHTS.

          (a)   Grants.  Stock appreciation rights entitling the
grantee to receive cash equal to the sum of (i) the appreciation
in value of and (ii) the value of the reinvested cash dividends
which would have been paid with respect to a stated number of
shares of common stock of the Corporation between the date of
grant and the date of exercise (the "hypothetical reinvested cash
dividends") may be granted from time to time to such officers and
other key employees of the Corporation and its subsidiaries as may
be selected by the Committee.

          (b)   Terms of Grant.  Stock appreciation rights shall
be exercisable in whole or in such installments and at such times
as may be determined by the Committee, provided that no stock
appreciation right shall be exercisable more than twenty years
after the date of grant.  The Committee may at the time of grant
or at any time thereafter impose such additional terms and
conditions on the exercise of stock appreciation rights as it
deems necessary or desirable for compliance with Section 16(a) or
16(b) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder.

          (c)   Termination of Employment or Death.  If a grantee
ceases to be employed by the Corporation and any of its
subsidiaries for any reason other than death, any stock
appreciation right held by such grantee may be exercised for a
period ending on the earlier of the 90th day following the date of
such cessation of employment or the date of expiration of such
stock appreciation right, but only with respect to that number of
shares of common stock for which such right was exercisable
immediately prior to the date of cessation of employment.

          If a grantee ceases to be employed by the Corporation or
any of its subsidiaries by reason of death, or dies within 90 days
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after termination of his employment by the Corporation or any of
its subsidiaries, any stock appreciation right held by such
grantee may be exercised, with respect to all or any part of the
common stock of the Corporation with respect to which such stock
appreciation right was exercisable by the grantee immediately
prior to his death, for a period ending on the earlier of the
first anniversary of the date of such grantee's death or the date
of expiration of such stock appreciation right.

          (d)   Payment on Exercise.  Upon exercise of a stock
appreciation right the grantee shall be paid within five business
days an amount in cash equal to the sum of (i) the amount by which
the fair market value of one share of the Corporation's common
stock on the date of exercise exceeds the date of grant value
thereof multiplied by the number of shares in respect of which the
stock appreciation right is being exercised and (ii) the value of
the hypothetical reinvested cash dividends associated therewith. 
The value of the hypothetical reinvested cash dividends associated
with a share in respect of which the stock appreciation right is
being exercised (the "exercised share") shall be equal to the fair
market value on the date of exercise of the number of additional
shares (or fraction thereof) of the Company's common stock the
grantee would have owned if it is assumed (1) that cash dividends
which would have been paid with respect to the exercised share if
the exercised share had been outstanding from the time of grant
had been paid in cash to the grantee and then immediately
reinvested by the grantee in the Company's common stock at the
fair market value thereof on the applicable dividend payment date,
and (2) that, once assumed issued, hypothetical shares resulting
from assumed dividend reinvestment themselves paid cash dividends
(at the same time and in the same amount as shares of the
Corporation's outstanding common stock) which were reinvested in a
similar manner.

          For purposes of this paragraph, the fair market value of
a share of common stock of the Corporation means:

               (A)  The mean between the high and low prices at
     which the common stock of the Corporation was traded if the
     common stock of the Corporation was then listed for trading
     on a national or regional securities exchange; or 

               (B)  The mean between the published high and low
     prices of the common stock of the Corporation if the common
     stock of the Corporation was then traded on a bona fide
     over-the-counter market; or 

               (C)  If the common stock of the Corporation was not
     traded on an exchange or on a bona fide over-the-counter
     market, a value determined by an appraiser selected by the
     Committee.

In the event that the date of the exercise of a stock appreciation
right is a date on which there is no trading of the common stock
of the Corporation on a national or regional securities exchange
or is a date for which there is no published bid and asked prices
if the stock is traded on the over-the-counter market, such fair
market value shall be determined by referring to the next
preceding business day on which trading occurs or on which
published prices are available.
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          (e)  Additional Terms and Conditions.  The agreement or
instrument evidencing the grant of stock appreciation rights may
contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Committee
in its sole discretion.

     7.   ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC.

          Stock appreciation rights shall be subject to adjustment
by the Committee in its sole discretion as to the number, kind and
date of grant value of shares or other consideration subject to
such grants in the event of changes in the outstanding common
stock by reason of stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in corporate
structure or capitalization occurring after the date of the grant
of any stock appreciation right, provided that if the Corporation
shall change its common stock into a greater or lesser number of
shares through a stock dividend, stock split-up, or combination of
shares, outstanding rights shall be adjusted proportionately,
consistent with existing law and regulation, to prevent
inequitable results.

     8.   EFFECT OF LIQUIDATION, MERGER, CONSOLIDATION OR OTHER
EVENTS.

          Nothing contained in the Plan or in any stock
appreciation right granted under the Plan shall in any way
prohibit the Corporation 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, all outstanding stock
appreciation rights granted under the Plan shall be deemed to have
been exercised at the time of any such merger, consolidation, sale
or transfer of assets, liquidation, or dissolution, except to the
extent that any agreement or undertaking of any party to such
merger, consolidation, or sale or transfer of assets, or any plan
pursuant to which such liquidation or dissolution is effected,
shall make specific provision to continue such stock appreciation
rights and the rights of such person or persons entitled to
exercise such stock appreciation rights.

     9.   AMENDMENT AND TERMINATION OF PLAN.

          The Plan may be amended or terminated by the Board of
Directors of the Corporation in any respect, provided, however,
that the Board shall not exercise such authority in a manner
adversely and significantly affecting rights previously granted
unless the action taken is required to comply with any applicable
law or regulation.

     10.  MISCELLANEOUS.

          (a)  No Right to a Grant.  Neither the adoption of the
Plan nor any action of the Board of Directors or of the Committee
shall be deemed to give any employee any right to be selected as a
participant or to be granted a stock appreciation right.
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          (b)  Rights as Stockholder.  No person shall have any
rights as a stockholder of the Corporation with respect to any
shares covered by a stock appreciation right.

          (c)  Employment.  Nothing contained in this Plan shall
be deemed to confer upon any employee any right of continued
employment with the Corporation or any of its subsidiaries or to
limit or diminish in any way the right of the Corporation or any
such subsidiary to terminate his or her employment at any time
with or without cause.
          (d)  Taxes.  The Corporation shall be entitled to deduct
from any payment under the Plan the amount of any tax required by
law to be withheld with respect to such payment or may require any
participant to pay such amount to the Corporation prior to and as
a condition of making such payment.

          (e)  Nontransferability.  No stock appreciation right
shall be transferable except by will or the laws of descent and
distribution.  During the holder's lifetime, stock appreciation
rights shall be exercisable only by such holder.