Exhibit 10(g)

                     MOSINEE PAPER CORPORATION
                      1994 STOCK OPTION PLAN

     Mosinee Paper Corporation, a corporation with its principal place of
 business located in Mosinee, Wisconsin (the "Company"), hereby adopts the
 Mosinee Paper Corporation 1994 Stock Option Plan (the "Plan"), as set
 forth herein.

     Section 1.  PURPOSE.  The Plan is intended to attract and retain key
 employees and directors by permitting key employees of the Company or any
 parent or subsidiary of the Company and directors of the Company to
 acquire authorized and unissued, or reacquired, shares of common stock of
 the Company 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 such directors to continue serving as directors 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.

     It is the express intent of the Company that, subject to Section
 6.2(h) hereof, all options granted hereunder designated "Incentive Stock
 Options" shall meet the requirements of Section 422 of the Internal
 Revenue Code of 1986, as amended (the "Code"), or any successor section or
 sections.  It is the further intent of the Company that options granted
 hereunder designated "Non-Qualified Stock Options" shall not meet the
 requirements of Section 422 of the Code.  A key employee or director may
 be granted and may hold one or more options under this Plan.

     Section 2.  NUMBER OF SHARES AVAILABLE FOR OPTIONS.  The aggregate
 number of shares of common stock, no par value, of the Company (the
 "Shares") which may be issued under options granted pursuant to the Plan
 shall be 346.667.

     Section 3.  ADMINISTRATION OF THE PLAN.

     Section 3.1  GENERAL.  The Plan shall be administered by a committee
 (the "Committee") consisting of at least two members designated by the
 Board of Directors of the Company from among those of its members who are
 not officers or employees of the Company or a parent or subsidiary of the
 Company and who otherwise satisfy the definition of a "Non-Employee
 Director" in Rule 16b-3(b)(3) promulgated under Section 16 of the
 Securities Exchange Act of 1934 (the "Exchange Act") and the definition of
 an "Outside Director" in the regulations under Section 162(m) of the Code.
 In the absence of specific rules to the contrary, action by the Committee
 shall require the consent of a majority of the members of the Committee,
 expressed either orally at a meeting of the Committee or in writing in the
 absence of a meeting.

     Section 3.2  AUTHORITY OF COMMITTEE.  The Committee shall have full
 and complete authority to grant options to such eligible key employees on
 such terms, which need not be the same as to all Employee Optionees, as
 will, in its discretion and subject only to the specific limitations
 elsewhere contained in the Plan, carry out the purpose of the Plan.  The
 Committee shall also have full and complete authority to interpret the
 Plan and adopt rules governing the administration of the Plan.  The
 Committee's decision on any matter with respect to the Plan shall be
 final.
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     Section 3.3  INDEMNIFICATION OF COMMITTEE.  To the extent permitted by
 applicable law, the members of the Committee and each of them shall be
 indemnified and saved harmless by the Company from any liability or claim
 of liability which may arise from the administration of the Plan if the
 acts giving rise to such liability or claim of liability were taken in
 good faith and without negligence.

     Section 4.  ELIGIBLE EMPLOYEES AND DIRECTORS.

     Section 4.1  KEY EMPLOYEES.  Key employees (who may also be officers
 or directors) of the Company (or any parent or subsidiary of the Company)
 shall be eligible to be granted options pursuant to Section 5 of the Plan.
 For purposes of the Plan, the term "key employee" shall include all
 employees of all participating employers employed in management,
 administrative or professional capacities.

     Section 4.2  DIRECTORS.  Directors of the Company (who may also be key
 employees or officers of the Company (or any parent or subsidiary of the
 Company)) shall be eligible to be granted options pursuant to Section 7 of
 the Plan.  Directors of the Company who are not also employees of the
 Company (or any parent or subsidiary of the Company) shall not be eligible
 to be granted options under Section 5 of the Plan.

     Section 5.  GRANTING OF OPTIONS TO KEY EMPLOYEES.  Options to purchase
 Shares shall be granted to such key employees who are eligible to
 participate in the Plan as the Committee may, from time to time and at any
 time, select.  Membership in a class of eligible key employees shall not,
 without specific Committee action, entitle a key employee to receive an
 option to purchase Shares.  Eligible key employees selected by the
 Committee shall be referred to herein as "Employee Optionees."

     Section 6.  TERMS AND CONDITIONS OF THE KEY EMPLOYEE OPTIONS.

     Section 6.1  WRITTEN INSTRUMENT.  Each option to purchase Shares
 granted under Section 5 of the Plan shall be evidenced by a written option
 agreement signed on behalf of the Company and the Employee Optionee which
 sets forth the name of the Employee Optionee, the date granted, the price
 at which the Shares subject to the option may be purchased (the "option
 price"), whether the option is an Incentive Stock Option or a
 Non-Qualified Stock Option, the number of Shares subject to the option and
 such other terms and conditions consistent with the Plan as determined by
 the Committee.  The Committee may at the time of grant or at any time
 thereafter impose such additional terms and conditions on the exercise of
 such option as it deems necessary or desirable for compliance with Section
 16 of the Exchange Act and the regulations promulgated thereunder.  Such
 option agreement shall incorporate by reference all applicable terms,
 conditions and limitations set forth in the Plan.

     Section 6.2  TERMS AND CONDITIONS OF THE KEY EMPLOYEE OPTIONS.  In
 addition to any other limitations, terms and conditions specified in the
 Plan, each option granted under Section 5 of the Plan shall, as to each
 Employee Optionee, satisfy the following requirements:

          (a)  DATE OF GRANT.  Options must be granted on or before October
 19, 2004.

          (b)  EXPIRATION.  No Incentive Stock Option shall be exercisable
 after the expiration of ten years from the date such option is granted.
 No Non-Qualified Stock Option shall be exercisable after the expiration of
 twenty years from the date such option is granted.
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          (c)  PRICE.  The option price as to any Share subject to either
 an Incentive Stock Option or Non-Qualified Stock option granted under
 Section 5 of the Plan will be not less than one hundred percent of the
 fair market value of the Share on the date the option is granted.  For
 purposes of the Plan, the fair market value of a Share means:

               (i)  The mean between the high and the low prices at which
                    the Shares were traded if the Shares were then listed
                    for trading on a national or regional securities
                    exchange or were then traded on a bona fide over-the-
                    counter market; or

               (ii) If the Shares were not traded on an exchange or a bona
                    fide over-the-counter market, a value determined by an
                    appraiser selected by the Committee.

 In the event that the date on which the fair market value of a Share is to
 be determined is a date on which there is no trading of the Shares on a
 national or regional securities exchange or 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.

          (d)  TRANSFERABILITY.

               (i)  No Incentive Stock Option shall be transferable by an
                    Employee Optionee otherwise than by will or the laws of
                    descent and distribution nor can it be exercised by
                    anyone other than the Employee Optionee during the
                    Employee Optionee's lifetime.

               (ii) The Committee may, in its discretion, authorize all or
                    a portion of any Non-Qualified Stock Options to be
                    granted to an Employee Optionee under Section 5 of the
                    Plan or which were granted to any Employee Optionee on
                    or before October 31, 1996, to permit transfer by the
                    Employee Optionee to (A) the spouse, children or
                    grandchildren of the Employee Optionee ("Immediate
                    Family"), (B) a trust for the exclusive benefit of the
                    Employee Optionee or the Employee Optionee's Immediate
                    Family, (C) a partnership in which the Employee
                    Optionee or the Employee Optionee's Immediate Family
                    are the only partners, or (D) to a former spouse of the
                    Employee Optionee pursuant to a domestic relations
                    order within the meaning of Rule 16a-12 promulgated
                    under Section 16 of the Exchange Act; provided,
                    however, that (X) there may not be consideration for
                    any such transfer, (Y) the written option agreement
                    required by Section 6.1, or any amendment thereof
                    approved by the Committee, must expressly provide for
                    transferability of the option evidenced in such
                    agreement in a manner consistent with this
                    Section 6.2(d), and (Z) once transferred pursuant to
                    the preceding provisions of this Section 6.2(d)(ii), no
                    subsequent transfer of any options shall be permitted
                    except a transfer by will or the laws of descent and
                    distribution.  In authorizing all or any portion of an
                    option to be transferred, the Committee may impose any
                    conditions on exercise, prescribe a holding period for
                    the Shares acquired upon such exercise and/or impose
<PAGE>
                    any other conditions or limitations it deems desirable
                    or necessary in order to carry out the purposes and
                    requirements of the Plan.  Following transfer, the
                    terms and conditions of the Plan and the written option
                    agreement relating to such option shall continue to be
                    applicable in all respects to the Employee Optionee
                    making such transfer and each transferred option shall
                    continue to be subject to the same terms and conditions
                    as were applicable immediately prior to transfer as if
                    such option had not been transferred, including, but
                    not limited to, the terms and conditions with respect
                    to the lapse and termination of such option.  Neither
                    the Company, the Committee or any Employee Optionee
                    shall have any obligation to inform any transferee of
                    the termination or lapse of any option for any reason.
                    Notwithstanding any other provision of the Plan, (YY)
                    following the termination of employment of an Employee
                    Optionee, a transferred option shall be exercisable by
                    the transferee only to the extent, and for the periods
                    specified in Section 6(e) as if such option had not
                    been transferred and (ZZ) no option granted prior to
                    October 31, 1996, may be transferred until such option
                    has been held by the Employee Optionee for a period of
                    not less than six months after the date on which such
                    option was granted.

          (e)  EMPLOYMENT.  No option granted under Section 5 of the Plan
 shall be exercisable unless the Employee Optionee shall have been employed
 by the Company (or any present or future parent or subsidiary of the
 Company) during the period beginning on the date the option is granted and
 ending on a date ninety days before the date of exercise (and subject to
 Section 12 herein); provided, however, that in the event an Employee
 Optionee dies while in the employ of the Company (or any present or future
 parent or subsidiary of the Company) or within ninety days after such
 employment had terminated, the employment period requirement described
 above shall be deemed to have been satisfied.

          (f)  MINIMUM HOLDING PERIOD.  No option granted prior to November
 1, 1996, may be exercised before the date which is six months after the
 date on which such option was granted.  Each option granted under Section
 5 of the Plan shall contain such additional or other restriction or
 restrictions with respect to the stated percentage of Shares covered by
 such option as to which such option may be exercised as the Committee may
 deem desirable or necessary in order to carry out the purposes and
 requirements of the Plan.

          (g)  LIMITATION ON OPTION GRANTS.  No Employee Optionee may be
 granted options under Section 5 of the Plan in any calendar year with
 respect to more than 50,000 Shares.

          (h)  ADDITIONAL RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS.
 To the extent that the aggregate fair market value (determined as of the
 time the option is granted) of the Shares for which Incentive Stock
 Options are exercisable for the first time by an individual during any
 calendar year (under this Plan or any other plan of the Company or any of
 its subsidiaries) exceeds $100,000 (or such other individual limit as may
 be in effect under the Code on the date of grant), such options shall not
 be Incentive Stock Options.  No Incentive Stock Option shall be granted to
 an employee who, at the time such option is granted, owns stock possessing
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 more than ten percent of the total combined voting power of all classes of
 stock of the Company or any parent or subsidiary of the Company within the
 meaning of Section 422(b)(6) of the Code unless: (i) at the time the
 option is granted, the option price is at least one hundred ten percent of
 the fair market value of the Shares subject to the option, and (ii) such
 option by its terms is not exercisable after the expiration of five years
 from the date such option is granted.

     Section 7.  GRANTING OF OPTIONS TO DIRECTORS.  On January 1, 1997 Non-
 Qualified Stock Options to purchase that number of Shares equal to the
 product of 1,000 and the number of years (determined by treating any
 partial year as a whole year) then remaining in the term for which the
 director has been elected, reelected or appointed shall be granted to each
 director of the Company.  Such options shall be expressly conditioned upon
 the approval of the amendments to the Plan providing for the granting of
 options to directors pursuant to this Section 7 and increasing the number
 of Shares which may be issued under options granted pursuant to the Plan
 by the Company's stockholders at the next annual meeting of the Company's
 stockholders, and such options shall not be effective if such amendments
 are not so approved.  On June 1, 1997 and on each June 1 thereafter Non-
 Qualified Stock Options to purchase that number of Shares equal to the
 product of 1,000 and the number of years (determined by treating any
 partial year as a whole year) in the term for which the director has been
 elected, reelected or appointed shall be granted to each director of the
 Company who was elected, reelected or appointed to the board of directors
 of the Company during the previous twelve months.  Directors of the
 Company who have been granted Non-Qualified Stock Options pursuant to this
 Section 7 shall be referred to herein as "Director Optionees".

     Section 8.  TERMS AND CONDITIONS OF THE DIRECTOR OPTIONS.

     Section 8.1  WRITTEN INSTRUMENT.  Each option to purchase Shares
 granted under Section 7 of the Plan shall be evidenced by a written option
 agreement signed on behalf of the Company and the Director Optionee which
 sets forth the name of the Director Optionee, the date granted, the option
 price, the number of Shares subject to the option and the other terms and
 conditions set forth below.  Such option agreement shall incorporate by
 reference all applicable terms, conditions and limitations set forth in
 the Plan.

     Section 8.2  TERMS AND CONDITIONS OF THE OPTIONS.  In addition to any
 other limitations, terms and conditions specified in the Plan, each option
 granted under Section 7 of the Plan shall, as to each Director Optionee,
 satisfy the following requirements:

          (a)  DATE OF GRANT.  Options must be granted on or before
 October 19, 2004.

          (b)  EXPIRATION.  Each option granted under Section 7 of the Plan
 shall cease to be exercisable after the expiration of twenty years from
 the date such option is granted.

          (c)  PRICE.  The option price as to any Share subject to an
 option granted under Section 7 of the Plan will be one hundred percent of
 the fair market value of the Share on the date the option is granted.  For
 purposes of the Plan, the fair market value of a Share means:

               (i)  The mean between the high and the low prices at which
                    the Shares were traded if the Shares were then listed
<PAGE>
                    for trading on a national or regional securities
                    exchange or were then traded on a bona fide over-the-
                    counter market; or

               (ii) If the Shares were not traded on an exchange or a bona
                    fide over-the-counter market, a value determined by an
                    appraiser selected by the Committee.

 In the event that the date on which the fair market value of a Share is to
 be determined is a date on which there is no trading of the Shares on a
 national or regional securities exchange or 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.

          (d)  TRANSFERABILITY.  Options granted under Section 7 of the
 Plan may be transferred by the Director Optionee to (A) the spouse,
 children or grandchildren of the Director Optionee ("Immediate Family"),
 (B) a trust for the exclusive benefit of the Director Optionee or the
 Director Optionee's Immediate Family, (C) a partnership in which the
 Director Optionee or the Director Optionee's Immediate Family are the only
 partners, or (D) to a former spouse of the Director Optionee pursuant to a
 domestic relations order within the meaning of Rule 16a-12 promulgated
 under Section 16 of the Exchange Act; provided, however, that (X) there
 may not be consideration for any such transfer, and (Y) once transferred
 pursuant to the preceding provisions of this Section 8.2(d), no subsequent
 transfer of any options shall be permitted except a transfer by will or
 the laws of descent and distribution.  Following transfer, the terms and
 conditions of the Plan and the written option agreement relating to such
 option shall continue to be applicable in all respects to the Director
 Optionee making such transfer and each transferred option shall continue
 to be subject to the same terms and conditions as were applicable
 immediately prior to transfer as if such option had not been transferred,
 including, but not limited to, the terms and conditions with respect to
 the lapse and termination of such option.  Neither the Company, the
 Committee or any Director Optionee shall have any obligation to inform any
 transferee of the termination or lapse of any option for any reason.
 Notwithstanding any other provision of the Plan, following the termination
 of a Director Optionee's membership on the board of directors of the
 Company (including for this purpose membership as a director emeritus of
 the Company) a transferred option shall be exercisable by the transferee
 only to the extent, and for the periods specified in Section 8.2(e) as if
 such option had not been transferred.

          (e)  BOARD MEMBERSHIP.  No option granted under Section 7 of the
 Plan shall be exercisable unless the Director Optionee shall have been a
 member of the board of directors of the Company (including for this
 purpose membership as a director emeritus of the Company) during the
 period beginning on the date the option is granted and ending on a date
 ninety days before the date of exercise (and subject to Section 12
 herein); provided, however, that in the event a Director Optionee dies
 while a member of the board of directors of the Company (including for
 this purpose membership as a director emeritus of the Company) or within
 ninety days after such membership had terminated, the board membership
 period requirement described above shall be deemed to have been satisfied.

          (f)  LIMITATION ON OPTION GRANTS.  No Director Optionee may be
 granted options in any calendar year with respect to more than 4,000
 Shares.
<PAGE>
     Section 9.  EXERCISE AND PAYMENT OF OPTION PRICE.

     Section 9.1  EXERCISE OF OPTIONS.  Options shall be exercised as to
 all or a portion of the Shares by delivery of an irrevocable written
 notice to the Company setting forth the exact number of Shares as to which
 the option is being exercised and including with such notice payment of
 the option price (plus minimum required tax withholding for options held
 by Employee Optionees).  The date of exercise shall be the date such
 written notice and payment have been delivered to the Secretary of the
 Company either in person or by depositing said notice and payment in the
 United States mail, postage prepaid and addressed to such officer at the
 Company's home office.  No option may be exercised with respect to a
 fractional share of stock.  Notwithstanding the fact that an option has
 been transferred pursuant to Section 6.2(d)(ii), the Employee Optionee
 granted such option shall remain liable for any required tax withholding.

     Section 9.2  PAYMENT FOR SHARES.  Payment of the option price (plus
 minimum required tax withholding for options held by an Employee Optionee
 may be made by (a) tendering cash (in the form of a check or otherwise) in
 such amount, or (b) with the consent of the Committee, tendering Shares
 with a fair market value on the date of exercise equal to such amount, or
 (c) delivering a properly executed exercise notice together with
 irrevocable instructions to a broker to promptly deliver to the Company
 the sale or loan proceeds equal to such amount.  Notwithstanding the fact
 that an option has been transferred pursuant to Section 6.2(d)(ii), the
 Employee Optionee granted such option shall remain liable for any required
 tax withholding.

     Section 10.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION.  If the
 Company shall, after the Effective Date, change its common 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 then subject to the plan but which
                    are not then subject to any outstanding option;

               (ii) the number of Shares subject to each then outstanding
                    option (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 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 subject to options theretofore or
 thereafter granted shall be the Shares as so changed.

     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, or other change listed in Section 11 herein, 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
 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.
<PAGE>
     Section 11.  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
 dissolution, except that adequate provision for such person or persons
 shall be made in accordance with paragraph (b) below.

          (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 sales 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 the exercise
 price of the option, multiplied by (y) the number of Shares 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 paid by the acquiring person within twelve months of the
 occurrence of the Change in Control to effect such change or provided for
 in any agreement for the Reorganization, or (ii) fair market value
 determined in accordance with Sections 6.2(c) and 8.2(c) of this Plan.

     Section 12.  TERMINATION OR LAPSE OF OPTIONS.  Each option granted
 under Section 5 of the Plan shall terminate or lapse upon the first to
 occur of (a) the expiration date set forth in the applicable stock option
 agreement, (b) the applicable date set forth in Section 6.2(b), (c) the
 date of the Employee Optionee's voluntary resignation or termination for
 cause, or (d) the date which is ninety days after the date of the Employee
 Optionee's other termination of employment with the Company or any present
 or future parent or subsidiary of the Company; provided, however, that in
 the event of an Employee Optionee's death while in the employ of the
 Company or a parent or subsidiary of the Company or, if the Employee
 Optionee is no longer so employed, in the event of the Employee Optionee's
 death within ninety days after such employment had terminated, an option
 may be exercised, to the extent exercisable by the Employee Optionee
 immediately prior to his death, in whole or in part by the Employee
 Optionee's estate or designee by will, or, if applicable, the transferee
 of such option pursuant to Section 6.2(d), but only if the date of
 exercise is on or before the first to occur of (i) the expiration date set
<PAGE>
 forth in the applicable stock option agreement, (ii) the applicable date
 set forth in Section 6.2(b), or (iii) the date which is twelve months
 after the date of the Employee Optionee's death.  For purposes of this
 section, "for cause" shall mean affirmative acts in violation of federal,
 state, or local criminal law.

     Each option granted under Section 7 of the Plan shall terminate or
 lapse upon the first to occur at (a) the expiration date set forth in the
 applicable stock option agreement, (b) the applicable date set forth in
 Section 8.2(b), or (c) the date which is ninety days after the date the
 Director Optionee's membership on the board of directors of the Company
 (including for this purpose membership as a director emeritus of the
 Company) terminated; provided, however, that in the event of a Director
 Optionee's death while a member of the board of directors of the Company
 (including for this purpose membership as a director emeritus of the
 Company) or, if the Director Optionee Is no longer a member, in the event
 of the Director Optionee's death within ninety days after such membership
 had terminated, an option may be exercised, to the extent exercisable by
 the Director Optionee immediately prior to his death, in whole or in part
 by the Director Optionee's estate or designee by will, or, if applicable,
 the transferee of such option pursuant to Section 8.2(d) but only if the
 date of exercise is on or before the first to occur of (i) the expiration
 date set forth in the applicable stock option agreement, (ii) the
 applicable date set forth in Section 8.2(b), or (iii) the date which is
 twelve months after the date of the Director Optionee's death.

     Section 13.  AMENDMENT AND TERMINATION OF PLAN.

     Section 13.1  AMENDMENT OF PLAN.  The board of directors of the
 Company may amend the Plan from time to time and at any time; provided,
 however, that no amendment shall adversely affect any option which has
 been granted prior to the amendment and no amendment with respect to the
 maximum number of Shares which may be issued pursuant to options or the
 class of eligible individuals, or which materially increases benefits
 accruing to Optionees under the Plan (within the meaning of Section 162(m)
 of the Code) shall be effective unless approved by a majority of the
 shares entitled to vote at a meeting of shareholders.

     Section 13.2  TERMINATION OF PLAN.  The Plan shall terminate on the
 first to occur of (a) October 19, 2004 or (b) the date specified by the
 board of directors of the Company as the effective date of Plan
 termination; provided, however, that the termination of the Plan shall not
 limit or otherwise affect any options outstanding on the date of
 termination.

     Section 14.  EFFECTIVE DATE.  The effective date of the Plan shall be
 October 20, 1994, the date of approval by the board of directors of the
 Company.

     Section 15.  INVESTMENT INTENT.  Shares acquired pursuant to the
 exercise of an option, if not registered by the Company under the
 Securities Act of 1933 (the "Act"), will be "restricted" stock which will
 not be freely transferable by the holder after exercise of the option.
 Each Employee Optionee, Director Optionee and assignee in interest of an
 Optionee accordingly represents, as a condition of participation in the
 Plan, that Shares which are unregistered under the Act are being acquired
 for the Employee Optionee's, or Director Optionee's (or his or her
 assignee's) own account for investment only and not with a view to offer
 for sale or for sale in connection with the distribution or transfer
 thereof.
<PAGE>
     Section 16.  AVAILABILITY OF INFORMATION.  The Company shall furnish
 each Optionee with (a) a copy of the Plan and the Company's most recent
 annual report to its shareholders at the time the option agreement
 provided for in Section 6.1 or 8.1 is executed by the Optionee and (b) a
 copy of each subsequent annual report, on or about the same date as such
 report shall be made available to shareholders of the Company.  The
 Company will furnish, upon written request addressed to the Secretary of
 the Company, but at no charge to the Optionee or any duly authorized
 representative of the Optionee, copies of all reports filed by the Company
 with the Securities and Exchange Commission or the commissioner of
 securities of any state, including, but not limited to, the Company's
 annual reports on Form 10-K, its quarterly reports on Form 10-Q, and its
 proxy statements.

     Section 17.  CONDITIONS OF EMPLOYMENT.  Participation in or
 eligibility for participation in the Plan by an Employee Optionee shall
 not confer upon any Employee Optionee the right to be continued as an
 employee of the Company or any present or future parent or subsidiary of
 the Company and the Company and its participating subsidiaries hereby
 expressly reserve the right to terminate the employment of any employee,
 with or without cause, regardless of the Plan and any options granted
 pursuant to it.

     Section 18.  MISCELLANEOUS.

          (a)  The transfer of an Employee Optionee 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 purpose of the Plan.

          (b)  As used in the Plan, the term "parent" and "subsidiary"
 shall have the meanings ascribed to them in Sections 421, 422 and 424 of
 the Code.

     Section 19.  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 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 reasonable 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 may be deferred until such approvals, registrations or
 qualifications are effected, or until such prospectus or similar circular
 is available.
<PAGE>
     IN WITNESS WHEREOF, the Company has caused the Plan as amended
 effective December 19, 1996 to be executed by its duly authorized officers
 as of the 19th day of December, 1996.


                                    MOSINEE PAPER CORPORATION




                                    By:  DANIEL R. OLVEY
                                         Daniel R. Olvey, As its
                                         President


                                    ATTEST:




                                    By:  GARY P. PETERSON
                                         Gary P. Peterson, As its secretary
<PAGE>
                     MOSINEE PAPER CORPORATION
                      1994 STOCK OPTION PLAN

           EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT


     Agreement made as of _____________________, 199__ (the "Date of
 Grant") between Mosinee Paper Corporation, a corporation with its
 principal place of business at Mosinee, Wisconsin (the "Company"), and
 ______________________________________ (the "Optionee") for the purpose of
 granting certain options described below under Section 5 of the Mosinee
 Paper Corporation 1994 Stock Option Plan (the "Plan").

     1.   GRANT OF OPTION.  The Company hereby grants the Optionee as of
 the Date of Grant the option to purchase _________ shares of no par value
 common stock of the Company (the "Shares") upon the applicable terms and
 conditions of the Plan, including those hereinafter stated.  The grant of
 this option is expressly conditioned upon the approval of the amendment to
 the Plan increasing the number of Shares which may be issued under options
 granted pursuant to the Plan by the Company's stockholders at the next
 annual meeting of the Company's stockholders, and this option shall not be
 effective if such amendment is not so approved.

     2.   PURCHASE PRICE.  The option price shall be $_________ for each
 Share.

     3.   TIME OF EXERCISE.

          (a)  EXTENT TO WHICH OPTION IS EXERCISABLE.  The option may be
 exercised as to any or all of the Shares subject to the option on or after
 the Date of Grant.

          (b)  EXERCISE DURING OPTIONEE'S LIFETIME.  This option is
     exercisable during the Optionee's lifetime only by the Optionee or a
     permitted transferee (as described in Section 7 herein) and only if
     the following conditions are met at the time of exercise:

               (i)  The date of exercise is on or before the 20th
                    anniversary of the Date of Grant; and

               (ii) The Optionee is an employee of the Company (or any
                    present or future subsidiary of the Company) or, if the
                    Optionee is no longer such an employee, such employment
                    had terminated no longer than 90 days prior to the date
                    of exercise.

          (c)  EXERCISE AFTER OPTIONEE'S DEATH.  In the event of the
     Optionee's death while an employee of the Company (or any present or
     future subsidiary of the Company) or, if the Optionee is no longer
     such an employee, in the event of the Optionee's death within 90 days
     after such employment had terminated, this option, to the extent
     exercisable by the Optionee immediately prior to the Optionee's death,
     may be exercised in whole or in part by the Optionee's estate,
     designee by will or permitted transferee (as described in Section 7
     herein), but only if the date of exercise is both on or before the
     20th anniversary of the Date of Grant and within 12 months after the
     date of the Optionee's death.
<PAGE>
     4.   METHOD OF EXERCISE.  The option shall be exercisable by written
 notice to the Secretary of the Company at its principal place of business
 at Mosinee, Wisconsin.  Such notice shall state the exact number of Shares
 as to which the option is being exercised and shall be signed by the
 person or persons exercising the option.  Such notice shall be accompanied
 by payment of the full purchase price of such Shares (plus minimum
 required tax withholding) by (a) tendering cash (in the form of a check or
 otherwise) in such amount, or (b) with the consent of the Plan Committee,
 tendering Shares with a fair market value on the date of exercise equal to
 such amount, or (c) delivering a properly executed exercise notice
 together with irrevocable instructions to a broker to promptly deliver to
 the Company the sale or loan proceeds equal to such amount.  The date of
 exercise shall be the date such written notice and payment have been
 delivered to the Secretary of the Company either in person or by
 depositing said notice and payment in the United States mail, postage pre-
 paid and addressed to the Secretary of the Company at the Company's home
 office.

     Upon receipt of said notice and payment, the Company shall deliver a
 certificate or certificates representing such Shares as soon as
 practicable after the notice and payment shall be received.  The
 certificate or certificates for the Shares as to which the option shall
 have been exercised shall be registered in the name of the person or
 persons exercising the option and shall be delivered as provided above to
 the person or persons exercising the option.  All Shares purchased upon
 the exercise of the option shall be fully paid and nonassessable.

     For purposes of this Agreement, the fair market value of a Share
 means:

               (i)  The mean between the high and the low prices at which
                    the Shares were traded if the Shares were then listed
                    for trading on a national or regional securities
                    exchange or were then traded on a bona fide over-the-
                    counter market; or

               (ii) If the Shares were not traded on an exchange or a bona
                    fide over-the-counter market, a value determined by an
                    appraiser selected by the Committee provided for in the
                    Plan.

 In the event that the date of the exercise of this stock option is a date
 on which there is no trading of the Shares on a national or regional
 securities exchange or 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.

     5.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION.  If the Company shall,
 after the Date of Grant, change its common 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 subject to option under the
                    Agreement (to the extent not previously exercised); and

               (ii) the price per Share payable upon exercise of such
                    outstanding option,
<PAGE>
 shall 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 shall be issued upon the exercise of any
 option.  If any split-up or combination of Shares shall involve a change
 of par value, the Shares subject to options theretofore or thereafter
 granted shall be the Shares as so changed.

     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, or other change listed in Section 6 herein, 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
 then subject to an option, 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.

     6.   MERGER, REORGANIZATION, OR CHANGE IN CONTROL.

          (a)  Nothing contained in the 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
     dissolution, except that adequate provision for such person or persons
     shall be made in accordance with paragraph (b) below.

          (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 sales 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 the 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 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's 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 paid by the acquiring person within twelve months of the
<PAGE>
     occurrence of the Change in Control to effect such change or provided
     for in any agreement for the Reorganization, or (ii) fair market value
     determined in accordance with Section 8.2(c) of the Plan.

     7.   TRANSFERABILITY OF OPTION.  This option may be transferred by the
 Optionee to (A) the spouse, children or grandchildren of the Optionee
 ("Immediate Family"), (B) a trust for the exclusive benefit of the
 Optionee or the Optionee's Immediate Family, (C) a partnership in which
 the Optionee or the Optionee's Immediate Family are the only partners, or
 (D) to a former spouse of the Optionee pursuant to a domestic relations
 order within the meaning of Rule 16a-12 promulgated under Section 16 of
 the Exchange Act; provided, however, that (X) there may not be
 consideration for any such transfer, and (Y) once transferred pursuant to
 the preceding provisions of this Section 7, no subsequent transfer of this
 option shall be permitted except a transfer by will or the laws of descent
 and distribution.  Following transfer, the terms and conditions of the
 Plan and this Agreement shall continue to be applicable in all respects to
 the Optionee and this option shall continue to be subject to the same
 terms and conditions as were applicable immediately prior to transfer as
 if this option had not been transferred, including, but not limited to,
 the terms and conditions with respect to the lapse and termination of such
 option.  Neither the Company, the Committee or the Optionee shall have any
 obligation to inform any transferee of the termination or lapse of this
 option for any reason.  Notwithstanding any other provision of the Plan or
 this Agreement, following the termination of the Optionee's employment by
 the Company (or any present or future subsidiary of the Company) this
 option shall be exercisable by the transferee only to the extent, and for
 the periods specified in Section 3(b) as if such option had not been
 transferred.

     8.   RESERVATION OF SHARES.  The Company shall at all times reserve
 and keep available a number of shares equal to the number of Shares from
 time to time remaining subject to the option.

     9.   SHARES AS INVESTMENT.  The Shares acquired pursuant to the
 exercise of this option, if not registered by the Company under the
 Securities Act of 1933 (the "Act"), will be "restricted" stock which will
 not be freely transferrable by the holder after exercise of the option.
 The Optionee and any assignee in interest of the Optionee accordingly
 represents, as a condition of the granting of this option, that (a) Shares
 which are unregistered under the Act are being acquired for the Optionee's
 (or his assignee's) own account for investment only and not with a view to
 offer for sale or for sale in connection with the distribution or transfer
 thereof and (b) the certificates representing Shares purchased pursuant to
 this option will bear a legend as to such restrictions on transfer.

     10.  EMPLOYMENT.  This Agreement shall not affect the right of the
 Company or any present or future parent or subsidiary of the Company to
 terminate the employment of the Optionee, with or without cause, at any
 time.

     11.  GOVERNING LAW.  This Agreement shall be governed by the laws of
 the State of Wisconsin.

     12.  BINDING EFFECT.  This option incorporates by reference all the
 terms, conditions and limitations set forth in the Plan, and this
 Agreement shall be binding upon and inure to the benefit of the Company
 and the Optionee and their successors.  In the event of any conflict or
 discrepancy between this Agreement and the Plan, the terms and conditions
 of the Plan shall take precedence.
<PAGE>
     13.  RECEIPT OF INFORMATION.  The Optionee hereby acknowledges receipt
 of a copy of the Plan and of the Company's most recent annual report to
 its shareholders.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
 by its officer, thereunto duly authorized by its Board of Directors, and
 the Optionee has signed this Agreement, all as of the Date of Grant.


                                    MOSINEE PAPER CORPORATION




                                    By:________________________________


                                    ATTEST:




                                    ___________________________________
                                    Secretary


                                    OPTIONEE:



                                    ___________________________________
<PAGE>
                     MOSINEE PAPER CORPORATION
                      1994 STOCK OPTION PLAN

           DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT


     Agreement made as of _________________, 199__ (the "Date of Grant")
 between Mosinee Paper Corporation, a corporation with its principal place
 of business at Mosinee, Wisconsin (the "Company"), and
 __________________________________________ (the "Optionee") for the
 purpose of granting certain options described below under Section 7 of the
 Mosinee Paper Corporation 1994 Stock Option Plan (the "Plan").

     1.   GRANT OF OPTION.  The Company hereby grants the Optionee as of
 the Date of Grant the option to purchase ___________ shares of no par
 value common stock of the Company (the "Shares") upon the applicable terms
 and conditions of the Plan, including those hereinafter stated.

     2.   PURCHASE PRICE.  The option price shall be $__________ for each
 Share.

     3.   TIME OF EXERCISE.

          (a)  EXTENT TO WHICH OPTION IS EXERCISABLE.  The option may be
     exercised as to any or all of the Shares subject to the option on or
     after the Date of Grant.

          (b)  EXERCISE DURING OPTIONEE'S LIFETIME.  This option is
     exercisable during the Optionee's lifetime only by the Optionee or a
     permitted transferee (as described in Section 7 herein) and only if
     the following conditions are met at the time of exercise:

               (i)  The date of exercise is on or before the 20th
                    anniversary of the Date of Grant; and

               (ii) The Optionee is a member of the board of directors of
                    the Company (including for this purpose membership as a
                    director emeritus of the Company) or, if the Optionee
                    is no longer such a member, such membership had
                    terminated no longer than 90 days prior to the date of
                    exercise.

          (c)  EXERCISE AFTER OPTIONEE'S DEATH.  In the event of the
     Optionee's death while a member of the board of directors of the
     Company (including for this purpose membership as a director emeritus
     of the Company) or, if the Optionee is no longer such a member, in the
     event of the Optionee's death within 90 days after such membership had
     terminated, this option, to the extent exercisable by the Optionee
     immediately prior to the Optionee's death, may be exercised in whole
     or in part by the Optionee's estate, designee by will or permitted
     transferee (as described in Section 7 herein) but only if the date of
     exercise is both on or before the 20th anniversary of the Date of
     Grant and within 12 months after the date of the Optionee's death.

     4.   METHOD OF EXERCISE.  The option shall be exercisable by written
 notice to the Secretary of the Company at its principal place of business
 at Mosinee, Wisconsin.  Such notice shall state the exact number of Shares
 as to which the option is being exercised and shall be signed by the
<PAGE>
 person or persons exercising the option.  Such notice shall be accompanied
 by payment of the full purchase price of such Shares by (a) tendering cash
 (in the form of a check or otherwise) in such amount, or (b) tendering
 Shares with a fair market value on the date of exercise equal to such
 amount, or (c) delivering a properly executed exercise notice together
 with irrevocable instructions to a broker to promptly deliver to the
 Company the sale or loan proceeds equal to such amount.  The date of
 exercise shall be the date such written notice and payment have been
 delivered to the Secretary of the Company either in person or by
 depositing said notice and payment in the United States mail, postage pre-
 paid and addressed to the Secretary of the Company at the Company's home
 office.

     Upon receipt of said notice and payment, the Company shall deliver a
 certificate or certificates representing such Shares as soon as
 practicable after the notice and payment shall be received.  The
 certificate or certificates for the Shares as to which the option shall
 have been exercised shall be registered in the name of the person or
 persons exercising the option and shall be delivered as provided above to
 the person or persons exercising the option.  All Shares purchased upon
 the exercise of the option shall be fully paid and nonassessable.

     For purposes of this Agreement, the fair market value of a Share
 means:

               (i)  The mean between the high and the low prices at which
                    the Shares were traded if the Shares were then listed
                    for trading on a national or regional securities
                    exchange or were then traded on a bona fide over-the-
                    counter market; or

               (ii) If the Shares were not traded on an exchange or a bona
                    fide over-the-counter market, a value determined by an
                    appraiser selected by the Committee provided for in the
                    Plan.

 In the event that the date of the exercise of this stock option is a date
 on which there is no trading of the Shares on a national or regional
 securities exchange or 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.

     5.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION.  If the Company shall,
 after the Date of Grant, change its common 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 subject to option under the
                    Agreement (to the extent not previously exercised); and

               (ii) the price per Share payable upon exercise of such
                    outstanding option,

 shall 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 shall be issued upon the exercise of any
 option.  If any split-up or combination of Shares shall involve a change
 of par value, the Shares subject to options theretofore or thereafter
 granted shall be the Shares as so changed.
<PAGE>
     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, or other change listed in Section 6 herein, 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
 then subject to an option, 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.

     6.   MERGER, REORGANIZATION, OR CHANGE IN CONTROL.

          (a)  Nothing contained in the 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
     dissolution, except that adequate provision for such person or persons
     shall be made in accordance with paragraph (b) below.

          (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 sales 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 the 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 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's 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 paid by the acquiring person within twelve months of the
     occurrence of the Change in Control to effect such change or provided
     for in any agreement for the Reorganization, or (ii) fair market value
     determined in accordance with Section 8.2(c) of the Plan.

     7.   TRANSFERABILITY OF OPTION.  This option may be transferred by the
 Optionee to (A) the spouse, children or grandchildren of the Optionee
 ("Immediate Family"), (B) a trust for the exclusive benefit of the
 Optionee or the Optionee's Immediate Family, (C) a partnership in which
 the Optionee or the Optionee's Immediate Family are the only partners, or
<PAGE>
 (D) to a former spouse of the Optionee pursuant to a domestic relations
 order within the meaning of Rule 16a-12 promulgated under Section 16 of
 the Exchange Act; provided, however, that (X) there may not be
 consideration for any such transfer, and (Y) once transferred pursuant to
 the preceding provisions of this Section 7, no subsequent transfer of this
 option shall be permitted except a transfer by will or the laws of descent
 and distribution.  Following transfer, the terms and conditions of the
 Plan and this Agreement shall continue to be applicable in all respects to
 the Optionee and this option shall continue to be subject to the same
 terms and conditions as were applicable immediately prior to transfer as
 if this option had not been transferred, including, but not limited to,
 the terms and conditions with respect to the lapse and termination of such
 option.  Neither the Company, the Committee or the Optionee shall have any
 obligation to inform any transferee of the termination or lapse of this
 option for any reason.  Notwithstanding any other provision of the Plan or
 this Agreement, following the termination of the Optionee's membership on
 the board of directors of the Company (including for this purpose
 membership as a director emeritus of the Company) this option shall be
 exercisable by the transferee only to the extent, and for the periods
 specified in Section 3(b) as if such option had not been transferred.

     8.   RESERVATION OF SHARES.  The Company shall at all times reserve
 and keep available a number of shares equal to the number of Shares from
 time to time remaining subject to the option.

     9.   SHARES AS INVESTMENT.  The Shares acquired pursuant to the
 exercise of this option, if not registered by the Company under the
 Securities Act of 1933 (the "Act"), will be "restricted" stock which will
 not be freely transferrable by the holder after exercise of the option.
 The Optionee and any assignee in interest of the Optionee accordingly
 represents, as a condition of the granting of this option, that (a) Shares
 which are unregistered under the Act are being acquired for the Optionee's
 (or his assignee's) own account for investment only and not with a view to
 offer for sale or for sale in connection with the distribution or transfer
 thereof and (b) the certificates representing Shares purchased pursuant to
 this option will bear a legend as to such restrictions on transfer.

     10.  GOVERNING LAW.  This Agreement shall be governed by the laws of
 the State of Wisconsin.

     11.  BINDING EFFECT.  This option incorporates by reference all the
 terms, conditions and limitations set forth in the Plan, and this
 Agreement shall be binding upon and inure to the benefit of the Company
 and the Optionee and their successors.  In the event of any conflict or
 discrepancy between this Agreement and the Plan, the terms and conditions
 of the Plan shall take precedence.

     12.  RECEIPT OF INFORMATION.  The Optionee hereby acknowledges receipt
 of a copy of the Plan and of the Company's most recent annual report to
 its shareholders.
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
 by its officer, thereunto duly authorized by its Board of Directors, and
 the Optionee has signed this Agreement, all as of the Date of Grant.


                                    MOSINEE PAPER CORPORATION




                                    By:________________________________


                                    ATTEST:



                                    ___________________________________
                                    Secretary


                                    OPTIONEE:



                                    ___________________________________