WAUSAU MOSINEE PAPER MILLS CORP
WMPC 10-Q EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>wmex10.txt
<DESCRIPTION>WMPC 10-Q EXHIBIT 10.1
<TEXT>

                                                            EXHIBIT 10.1
                       WAUSAU-MOSINEE SUPPLEMENTAL
                              RETIREMENT PLAN

                         (AS AMENDED OCTOBER 19, 2000)

                        WAUSAU-MOSINEE SUPPLEMENTAL
                              RETIREMENT PLAN

                                                             PAGE

 ARTICLE I
     PURPOSE AND ADMINISTRATION OF THE PLAN ....................2
     1.1  PURPOSE ..............................................2
     1.2  ADMINISTRATION .......................................2
     1.3  EFFECTIVE DATE .......................................2

 ARTICLE II
     DEFINITIONS ...............................................3
     2.1  DEFINITIONS ..........................................3
     2.2  DEFINITIONS INCORPORATED BY REFERENCE ................4

 ARTICLE III
     PARTICIPATION .............................................5
     3.1  PARTICIPATION ........................................5
     3.2  SERVICE ..............................................5
     3.3  TERMINATION OF PARTICIPATION AND REEMPLOYMENT ........5
     3.4  CHIEF EXECUTIVE OFFICER DISCRETION TO EXTEND
          PARTICIPATION.........................................5

 ARTICLE IV
     BENEFITS ..................................................6
     4.1  NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS .....6
     4.2  NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS ..........6
     4.3  MINIMUM RETIREMENT BENEFITS OF EXECUTIVE OFFICERS ....7
     4.4  EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS ......7
     4.5  SURVIVING SPOUSE BENEFITS ............................7
     4.6  FORM, COMMENCEMENT AND DURATION OF PAYMENTS ..........8
     4.7  CHANGE OF CONTROL ....................................9
     4.8  FORFEITURE OF BENEFITS ..............................13
     4.9  INALIENABILITY OF BENEFITS ..........................14
     4.10  FACILITY OF PAYMENTS ...............................14
     4.11  CLAIMS PROCEDURE ...................................14

 ARTICLE V
     PROVISION FOR BENEFITS ...................................15
     5.1  ASSETS OF THE COMPANY ...............................15

 ARTICLE VI
     AMENDMENT AND TERMINATION OF THE PLAN ....................16
     6.1  AMENDMENT ...........................................16
     6.2  TERMINATION .........................................16

                                     -i-
<PAGE>
 ARTICLE VII
     MISCELLANEOUS ............................................17
     7.1  NONGUARANTEE OF EMPLOYMENT ..........................17
     7.2  ACTION BY THE COMPANY ...............................17
     7.3  AGREEMENT BINDING ON SUCCESSORS .....................17
     7.4  CONSTRUCTION ........................................17
     7.5  TITLES ..............................................17
     7.6  GOVERNING LAW .......................................17

                                     -ii-

               WAUSAU-MOSINEE SUPPLEMENTAL RETIREMENT PLAN

     Wausau-Mosinee Paper Corporation, a Wisconsin corporation, hereby
 establishes the Wausau-Mosinee Supplemental Retirement Plan in
 accordance with the terms and conditions herein contained.

                                     -1-

                             ARTICLE I
              PURPOSE AND ADMINISTRATION OF THE PLAN

     1.1  PURPOSE.  The Company hereby establishes the Plan for the
 purpose of providing deferred compensation (within the meaning of
 Section 201(2) of the Employee Retirement Income Security Act of 1974)
 for executive officers of the Company.

     1.2  ADMINISTRATION.  The Plan shall be administered by the
 Company.

     1.3  EFFECTIVE DATE.  The effective date of the Plan shall be
 December 17, 1997.

                                    -2-

                            ARTICLE II
                            DEFINITIONS

     2.1  DEFINITIONS.  The following terms shall have the meanings set
 forth below:

     (a)  "Average Compensation" means (1) an aggregate amount
           determined by the sum of (A) the Participant's salary for a
           calendar year and earned bonus attributable to such calendar
           year and (B) any compensation deferred under a plan qualified
           under Section 401(k) of the Code or under a plan which
           satisfies the requirements of Section 125 of the Code during
           such calendar year, for the 5 calendar years of the Executive
           Officer's most recent 10 years of Continuous Service as an
           Executive Officer in which the largest aggregate amount of
           such compensation was earned and/or deferred for him for
           service as an Executive Officer for all or any portion of
           each of such calendar years, divided by (2) 12; provided,
           however, that if a Participant did not perform services for 5
           calendar years as an Executive Officer, such determinations
           shall be based on such earned and/or deferred compensation
           for each complete calendar year in which the Participant
<PAGE>
           was an Executive Officer.  For purposes of determining a
           Participant's Average Compensation, compensation from Wausau
           Paper Mills Company and Mosinee Paper Corporation earned
           prior to the Effective Date for performance of services as an
           Executive Officer shall be included.

     (b)  "Company" means Wausau-Mosinee Paper Corporation, a Wisconsin
           corporation.

     (c)  "Early Retirement Age" means the date on which an Executive
           Officer has attained age 55 and completed 10 years of
           Continuous Service as an Executive Officer.

     (d)  "Executive Officer" means any person employed by the Company
           as its President or a Vice President but shall not include
           any officer of any division or subsidiary of the Company.
           Notwithstanding the foregoing, any person employed by the
           Company on the Effective Date who was a participant in the
           Mosinee Supplemental Retirement Plan or the Wausau Paper
           Mills Company Executive Officers' Deferred Compensation
           Retirement Plan on the date immediately preceding the
           Effective Date shall be deemed to be an "Executive Officer"
           for purposes of this Plan, regardless of whether such
           individual would otherwise meeting the definition of
           Executive Officer set forth in the preceding sentence, and
           any service with the Company after the Effective Date by such
           individual shall be considered service as an Executive
           Officer of the Company.

     (e)  "Normal Retirement Age" means the date on which (1) an
           Executive Officer has attained age 62 and completed 10 years
           of Continuous Service as an Executive Officer or (2) an
           Executive Officer has attained age 62 and had terminated
           employment with the Company because of Disability.

                                     -3-

     (f)  "Participant" means an Executive Officer of the Company who
           has qualified to be a participant in the Plan in accordance
           with Section 3.1.

     (g)  "Plan" means the Wausau-Mosinee Supplemental Retirement Plan
           as herein set forth.

     (h)  "Retirement Plan" shall mean the principal defined benefit
           retirement plan as now in effect or hereafter amended, or any
           successor plan which is qualified under Section 401(a) of the
           Code, and maintained for salaried employees of the Company.

     2.2  DEFINITIONS INCORPORATED BY REFERENCE.  Each of the following
 terms shall have the meaning set forth in the Retirement Plan and the
 definition of each such term by the Retirement Plan is hereby
 incorporated by this reference to the extent not inconsistent with the
 provisions of this Plan:

          (a)  "Actuarial Equivalent"
<PAGE>
          (b)  "Affiliated Employer"

          (c)  "Code"

          (d)  "Continuous Service"

          (e)  "Disability"

          (f)  "Retirement Benefit"

          (g)  "Surviving Spouse"

                                    -4-

                            ARTICLE III
                           PARTICIPATION

     3.1  PARTICIPATION.  Each Executive Officer shall become a
 Participant as of the later of the Effective Date or the first day of
 his employment by the Company in the capacity of an Executive Officer.

     3.2  SERVICE.

     (a)  All Continuous Service as an Executive Officer shall be
          recognized for purposes of this Plan, whether or not such
          Continuous Service was performed prior to the Effective Date
          hereof.

     (b)  Continuous Service by an individual for the Company in any
          capacity other than as an Executive Officer shall not be
          recognized for any purpose under this Plan.

     (c)  In the event a Participant or former Participant is reemployed
          by the Company as an Executive Officer, all periods of
          Continuous Service with the Company as an Executive Officer
          shall be aggregated for purposes of this Plan.

     (d)  Notwithstanding anything herein to the contrary, if a
          Participant was a participant in the Wausau Paper Mills
          Company Executive Officers' Deferred Compensation Retirement
          Plan or the Mosinee Supplemental Retirement Plan on December
          16, 1997, all Continuous Service recognized under such plans
          as of such date shall be recognized for purposes of this Plan.

     3.3  TERMINATION OF PARTICIPATION AND REEMPLOYMENT.  A Participant
 shall cease participation in the Plan on the later of (a) the earlier
 of (1) the date his termination of employment with the Company and all
 Affiliated Employers occurs or (2) the date he is no longer employed as
 an Executive Officer by the Company or an Affiliated Employer, or (b)
 the date the final benefit payment to which the Participant may be
 entitled pursuant to this Plan is made.

     3.4  CHIEF EXECUTIVE OFFICER DISCRETION TO EXTEND PARTICIPATION.
 Notwithstanding anything herein to the contrary, the Chief Executive
 Officer of the Company may, with the consent of the Executive
 Compensation and Bonus Committee of the Board of Directors of the
 Company, deem an employee of the Company to be an "Executive Officer"
<PAGE>
 of the Company for certain purposes under the Plan, and may modify the
 requirements set forth in Article IV for eligibility and accrual of
 Normal and Early Retirement Benefits for any Executive Officer (or
 employee who is deemed an Executive Officer pursuant to this Section
 3.4).  Any exercise of discretion granted herein shall be reflected in
 a written supplemental retirement plan agreement between the Company
 and the Executive Officer (or employee who is deemed an Executive
 Officer pursuant to this Section 3.4) which shall set forth the
 requirements for eligibility and accrual of Normal and Early Retirement
 Benefits applicable to such individual.
                                    -5-

                            ARTICLE IV
                             BENEFITS

     4.1  NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS.  Subject to
 the limitations elsewhere contained in this Plan, an Executive Officer
 who terminates his employment with the Company and each Affiliated
 Employer on or after attaining his Normal Retirement Age and who was
 the President or a corporate Vice President of the Company either (x)
 on the Effective Date or (y) as of the most recent date on which he
 performed service as an Executive Officer shall be entitled to a normal
 retirement benefit payable in the form of a single life annuity equal
 to the excess of:

     (a)  an amount equal to 50% of the Participant's Average
          Compensation, over

     (b)  the amount of the Participant's accrued Retirement Benefit
          under the Retirement Plan which would then be payable in the
          form of a single life annuity;

 provided, however, that (1) the normal retirement benefit payable in
 the form of a single life annuity, as so calculated, of any Participant
 who was a participant in the Mosinee Supplemental Retirement Plan on
 the Effective Date shall be increased by an amount equal to such
 participant's accrued normal retirement benefit under the Wausau Paper
 Retirement Plan as of the Effective Date which would then be payable in
 the form of a single life annuity and (2) the normal retirement benefit
 payable in the form of a single life annuity, as so calculated, of any
 Participant who was eligible for and elected to receive the increased
 benefits provided under either Section 4.23 of the Mosinee Retirement
 Plan ("Section 4.23") or Section 3.20 of the Wausau Paper Retirement
 Plan (Section "3.20") shall be increased by an amount equal to the
 excess of (A) the amount of the Participant's accrued Retirement
 Benefit under the Retirement Plan, determined in accordance with the
 increased benefits provided for in Section 4.23 or Section 3.20, as
 applicable, which would then be payable in the form of a single life
 annuity over (B) the amount of the Participant's accrued Retirement
 Benefit under the Retirement Plan, determined without regard to the
 increased benefits provided for in Section 4.23 or Section 3.20, as
 applicable, which would then be payable in the form of a single life
 annuity.

     4.2  NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS.  Subject to the
 limitations elsewhere contained in this Plan, an Executive Officer who
 terminates his employment with the Company and each Affiliated Employer
<PAGE>
 on or after attaining his Normal Retirement Age and who was not the
 President or a corporate Vice President of the Company either (x) on
 the Effective Date or (y) as of the most recent date on which he
 performed service as an Executive Officer, shall be entitled to a
 retirement benefit payable in the form of a single life annuity
 determined in accordance with the formula set forth in Section 4.1;
 provided, however, that in making such determination, the term "40% of
 the Participant's Average Compensation" shall be substituted for the
 term "50% of the Participant's Average Compensation" in Section 4.1(a).

                                     -6-

     4.3  MINIMUM RETIREMENT BENEFITS OF EXECUTIVE OFFICERS.
 Notwithstanding anything herein to the contrary, the normal retirement
 benefit determined under Section 4.1 or 4.2, as applicable, shall not
 be less than the Participant's accrued normal retirement benefit
 determined under (a) Section 4.1 or 4.2, as applicable, under the
 Mosinee Supplemental Retirement Plan or (b) Section 4.1 or 4.2, as
 applicable, under the Wausau Paper Mills Company Executive Officers'
 Deferred Compensation Retirement Plan, determined under the terms of
 such plans on December 16, 1997.

     4.4  EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS.  Subject to
 the limitations elsewhere contained in this Plan, an Executive Officer
 who terminates his employment with the Company and each Affiliated
 Employer on or after attaining his Early Retirement Age, but prior to
 attaining his Normal Retirement Age, shall be entitled to an early
 retirement benefit in the form of a single life annuity equal to the
 amount to which he would have been entitled to under Section 4.1 or
 Section 4.2, as applicable, taking into consideration the provisions of
 Section 4.3, if applicable, if he had then attained his Normal
 Retirement Age; provided, however, that such benefit shall be reduced
 by .4166% for each full calendar month, from and including the month in
 which the Participant's 55th birthday occurs to the month in which his
 62nd birthday occurs, by which the calendar month in which payment of
 the early retirement benefit provided for in this Section 4.4 precedes
 the date on which such Participant would have attained his Normal
 Retirement Age.

     4.5  SURVIVING SPOUSE BENEFITS.  Subject to the limitations
 elsewhere contained in this Plan, the Surviving Spouse of a Participant
 who dies prior to commencement of any other benefit hereunder,
 including the Surviving Spouse of a former Participant who terminated
 employment because of Disability, shall be eligible for a Surviving
 Spouse benefit commencing as of the last to occur of (1) the first day
 of the first month following the month in which the Participant's death
 occurs or (2) the date on which the Participant would have been
 eligible to receive payment of a benefit under Section 4.4, or in the
 case of a Participant who terminated employment because of Disability,
 commencing as of the date on which the former Participant would have
 attained age 55, and such Surviving Spouse benefit shall be equal to
 50% of the monthly benefit which would have been payable to the
 deceased Participant under this Plan if he had retired the day before
 his death and payment of his benefit had commenced on such date
 assuming, in the case of a former Participant who terminated employment
 because of a Disability, that the benefit payable to such former
 Participant at Normal Retirement Age under Section 4.1 or 4.2, as
<PAGE>
 applicable, would have been payable in reduced form at age 55 pursuant
 to Section 4.4, and, assuming further, that in the case of a
 Participant or former Participant who died prior to attaining age
 55 or prior to the date on which the Participant or former Participant
 had completed 10 years of Continuous Service, that a benefit would have
 been payable to such deceased Participant or former Participant as of
 the later of the dates described in (1) and (2), above; provided,
 however, that the benefit payable to the Surviving Spouse of a
 Participant or former Participant who died prior to the completion of 5
 years of Continuous Service shall be reduced by 20% for each year of
 Continuous Service less than 5 accrued by such deceased Participant or
 former Participant.
                                     -7-

     4.6  FORM, COMMENCEMENT AND DURATION OF PAYMENTS.
     (a)  A Participant may elect, subject to the approval of the Board
          of Directors, (1) to receive the Actuarial Equivalent of the
          benefit accrued by a Participant pursuant to Section 4.1, 4.2
          or 4.4 in any form of annuity payment option then available
          under the Retirement Plan or (2) to receive the value of the
          benefit accrued by a Participant pursuant to Section 4.1, 4.2
          or 4.4 in the form of a lump sum distribution.  In the event a
          Participant elects, with the approval of the Board of
          Directors, to receive a lump sum distribution of the value of
          the benefit otherwise provided for in Section 4.1, 4.2, or
          4.4, the value of the lump sum distribution under this Plan
          shall be determined in accordance with the provisions for
          determining the value of a lump sum distribution of the
          Participant's Retirement Benefit under the terms of the
          Retirement Plan.

     (b)  Monthly benefit payments to the Participant (and, if
          applicable, his Surviving Spouse) under Section 4.1, 4.2, 4.4
          or 4.5, or a lump sum payment provided for under Section
          4.5(a) with respect to a benefit accrued under Section 4.1,
          4.2 or 4.4, shall commence on the first day of the month
          following the Participant's termination of employment or, if
          applicable, the date specified in Section 4.5 as the date on
          which the Participant's Surviving Spouse became eligible for a
          Surviving Spouse benefit, and shall continue, subject to the
          provisions of Section 4.8, until the month in which the death
          of the Participant (or, if applicable, his Surviving Spouse)
          occurs; provided, however, that a Participant or Surviving
          Spouse may elect to defer receipt of an early retirement
          benefit or Surviving Spouse benefit, as applicable, for any
          period of time not in excess of the date on which the
          Participant would have attained his Normal Retirement Age.
          Despite any other provision of this Plan, a Participant who
          receives a benefit in the form of a lump sum distribution
          shall not be entitled to any monthly benefit otherwise
          provided for in this Plan.

     (c)  A Participant (or, if applicable, his Surviving Spouse) who
          has begun to receive his accrued benefit in the form of an
          annuity pursuant to Section 4.6(a), may, subject to the
          consent of the Board of Directors, elect to receive the unpaid
          value of his annuity in the form of a lump sum distribution.
<PAGE>
          The value of such lump sum distribution shall be determined in
          accordance with the same actuarial assumptions and interest
          rate then being used to determine the value of a lump sum
          distribution of a participant's Retirement Benefit under the
          terms of the Retirement Plan.  The payment of such lump sum
          distribution shall be made in accordance with the terms of the
          consent of the Board of Directors to such payment.

                                     -8-
     4.7  CHANGE OF CONTROL.

     (a)  In the event a Change of Control of the Company occurs, the
          Company shall pay to each Participant a lump sum amount equal
          to the present value of the Participant's accrued normal
          retirement benefit, as determined under Section 4.1, as of the
          first day of the first month following such Change of Control
          of the Company on which such Participant is not an employee of
          the Company, whether or not such Change of Control of the
          Company occurred prior to the date on which such Participant
          shall have ceased to be an employee of the Company.  Upon
          payment of the lump sum amount provided for in this Section
          4.7(a), the Company shall have no further obligation to pay
          any benefits under this Plan.  Notwithstanding the foregoing,
          if a Participant has less than five years of Continuous
          Service as of the date of the Change of Control, the amount
          paid to such Participant under this Section 4.7(a) shall equal
          (i) the amount described in the first sentence of this Section
          4.7(a) times (ii) a fraction, the numerator of which is the
          number of years and fractions thereof of the Participant's
          Continuous Service as of the date of the Change of Control and
          the denominator of which is five.

     (b)  In the event a Change of Control of the Company occurs after
          the Participant's death and whether or not a benefit shall
          have then become payable to the Participant's Surviving
          Spouse, the Company shall pay to such Participant's Surviving
          Spouse, if then living, the present value of the unpaid
          Surviving Spouse benefit.  Upon payment of the lump sum amount
          provided for in this Section 4.7(b), the Company shall have no
          further obligation to pay any benefits under this Plan.
          Notwithstanding the foregoing, if a Participant had less than
          five years of Continuous Service as of the date of his or her
          death before the Change of Control, the amount paid to such
          Participant Surviving Spouse under this Section 4.7(b) shall
          equal (i) the amount described in the first sentence of this
          Section 4.7(a) times (ii) a fraction, the numerator of which
          is the number of years and fractions thereof of the
          Participant's Continuous Service as of the date of death and
          the denominator of which is five.

     (c)  For purposes of this Plan, a "Change of Control of the
          Company" shall mean:

               (1)  The acquisition by any individual, entity or group
               (within the meaning of Section 13(d)(3) or 14(d)(2) of
               the Securities Exchange Act of 1934 (the "Exchange Act")
               (a "Person") of beneficial ownership (within the meaning
<PAGE>
               of Rule 13d-3 promulgated under the Exchange Act) of 20%
               or more of either (A) the then outstanding shares of
               common stock of the Company (the "Outstanding Company
               Common Stock") or (B) the combined voting power of the
               then outstanding voting securities of the Company
               entitled to vote generally in the election of directors

                                     -9-
               (the "Outstanding Company Voting Securities"); excluding,
               however, the following: (i) 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, (ii) any acquisition by the Company, (iii) any
               acquisition by any employee benefit plan (or related
               trust) sponsored or maintained by the Company or any
               entity controlled by the Company, (iv) any acquisition
               pursuant to a transaction which complies with clauses
               (A), (B), and (C) of paragraph (3) of this Section
               4.7(c), (v) except as provided in paragraphs (4) and (5),
               any acquisition by any of the Woodson Entities or any of
               the Smith Entities, or (vi) 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 (vi) shall not apply to any acquisition of
               Outstanding Company Common Stock or Outstanding Company
               Voting Securities not described in clauses (i), (ii),
               (iii), (iv), or (v) of this paragraph (1) 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

               (2)  A change in the composition of the Board of
               Directors ("Board") such that the individuals who,
               as of the Effective Date, constitute the Board (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 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
<PAGE>
               (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
                                     -10-

               (3)  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 (A) 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, (B) 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 (C) individuals who were
               members of the Incumbent Board will constitute at least a
               majority of the members of the board of directors of the
               Resulting Corporation; or

               (4)  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
<PAGE>
               (5)  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

                                     -11-
               to vote generally in the election of directors, as the
               case may be, of the Resulting Corporation; or

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

          For purposes of this Section 4.7(b), 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
          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 4.7(b), 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 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 4.7(b), the terms
               "Affiliate" and "Associate" shall have the meanings
               ascribed to such terms in Rule 12b-2 of the General Rules
<PAGE>
               and Regulations under the Exchange Act as in effect on
               the date of this Plan.
                                     -12-
     (d)  For purposes of this Plan, the present value of a
          Participant's retirement benefit or the Surviving Spouse
          benefit shall be determined by reference to the 1983
          Individual Annuity Mortality Table with an assumed interest
          rate equal to the "immediate annuity rate" as then in effect
          as determined by the Pension Benefit Guaranty Corporation and
          promulgated in Appendix B to 29 C.F.R. Section 2619.65 or any
          successor regulation adopted for the same or substantially
          similar purpose.

     4.8  FORFEITURE OF BENEFITS.  Despite any other provision of this
 Plan, a Participant's or Surviving Spouse's, as applicable, eligibility
 for benefit payments under the Plan is expressly subject to the
 following terms and conditions:

     (a)  The Company is and shall be entitled to the sole benefit and
          exclusive ownership of any inventions or improvements in
          plant, machinery and processes, and all patents for the same,
          and all customer or price lists, trade secrets and other
          things of similar type or nature used in the business of the
          Company that may be made or discovered by a Participant while
          he is employed by the Company, or, after the termination of
          his employment period if arising out of his activities,
          knowledge or experience gained while in the employment of the
          Company.  In the event that a Participant, during or after the
          termination of his employment, discloses all or any portion of
          the list of the Company's customers or the Company's pricing
          structure or all or any portion of the Company's manufacturing
          process or any other trade secrets or confidential information
          to any person, firm, corporation, associations or other entity
          for any reason or purpose whatsoever, no payment of any
          benefit otherwise due the Participant or his Surviving Spouse
          pursuant to this Plan shall be made by the Company.

     (b)  In the event a Participant, without the prior written consent
          of the Company and within a period of two years beginning on
          the first day following the Participant's termination of
          employment with the Company, directly or indirectly owns,
          manages, operates, joins, controls, is employed by or
          participates in the ownership, management, operation or
          control of, or is connected in any manner with, any business
          of a type and character which, in the opinion of the Company,
          results in the Participant then being engaged in the field of
          activities in which he was engaged by the Company at the time
          of termination (and within one year prior to said termination)
          and such business is, in the opinion of the Company, in direct
          or indirect competition in any market area served by the
          Company with any business then conducted by the Company in
          such market area, no payment of any benefit otherwise due the
          Participant or his Surviving Spouse pursuant to this Plan
          shall be made by the Company if the Participant fails to cease
          such activity within fifteen days of the mailing to him by the
          Company of the Company's opinion that he is in violation of
          the restrictions contained in this Section 4.8(b).
                                     -13-
<PAGE>
     (c)  The Company shall have sole discretion to stop payment of any
          benefit or refuse to make payments otherwise due the
          Participant or his Surviving Spouse pursuant to this Plan if
          the Participant's termination of employment with the Company
          or his appointment to a position with the Company as other
          than an Executive Officer was by reason of or because of the
          Participant's fraud, embezzlement, misappropriation or similar
          offense against the Company or any other state or federal
          felony offense.

     (d)  Subject to the provisions of Section 6.2, no benefit shall be
          payable under this Plan to any Participant or Surviving Spouse
          who, for any reason, is not eligible for and does not receive
          a benefit under the provisions of the Retirement Plan.

     4.9  INALIENABILITY OF BENEFITS.  A Participant's right to a
 benefit under the Plan shall not be subject to voluntary or
 involuntary sale, pledge, hypothecation, transfer or assignment by the
 Participant or by his personal representatives or heirs, or any other
 person or persons or organization or organizations succeeding to any of
 the Participant's rights and benefits hereunder.

     4.10  FACILITY OF PAYMENTS.  Any benefit payable hereunder to any
 person who is legally incapacitated may be paid to a court appointed
 legal representative of such person.

     4.11  CLAIMS PROCEDURE.  Each Participant or Surviving Spouse whose
 claim for benefits is denied, in whole or in part, shall be provided
 with a notice, written in a manner calculated to be understood by such
 person, setting forth the specific reasons for such denial and
 outlining the review procedure of the Company.  Each such Participant
 or Surviving Spouse shall be given a reasonable opportunity for a full
 and fair review by the Company of the decision by which the claim was
 denied.

                                     -14-

                             ARTICLE V
                      PROVISION FOR BENEFITS

     5.1  ASSETS OF THE COMPANY.  Benefits which become payable under
 the provisions of the Plan shall be paid directly by the Company out of
 its assets.  No assets of the Company shall be set aside or segregated
 for the provision of such benefit payments.  No Participant or
 Surviving Spouse, nor any other potential or actual recipient of
 benefits under the provisions of this Plan shall acquire any right,
 title or interest in the assets of the Company by reason of the Plan
 and, to the extent that the Participant, Surviving Spouse or such other
 recipient shall acquire a right to receive payments from the Company
 pursuant to the Plan, such right shall be no greater than the right of
 any unsecured general creditor of the Company.


                                     -15-
<PAGE>
                            ARTICLE VI
               AMENDMENT AND TERMINATION OF THE PLAN

     6.1  AMENDMENT.  The Company reserves the right to amend the Plan
 from time to time and at any time, effective as of any specified
 current, prior or future date; provided, however, that no such
 amendment shall modify or reduce a Participant's accrued benefit as of
 the date such amendment is adopted.

     6.2  TERMINATION.  The Company reserves the right to terminate the
 Plan at any time and for any reason; provided, however, that upon
 termination, each Participant's accrued benefit shall be fully vested
 subject only to the provisions of Section 4.8.  A Participant's
 "accrued benefit" shall mean the benefit which would be paid or payable
 pursuant to this Plan following the Participant's termination of
 employment if the Retirement Plan had terminated as of the same date on
 which the termination of the Plan occurs (and provided for payment of
 accrued Retirement Plan benefits upon the Participant's termination of
 employment) multiplied by a fraction, the numerator of which is a
 Participant's years of Continuous Service recognized under Section 3.2
 and the denominator of which is ten.

                                     -16-

                            ARTICLE VII
                           MISCELLANEOUS

     7.1  NONGUARANTEE OF EMPLOYMENT.  Nothing contained in this Plan
 shall be construed as a contract of employment between the Company and
 any employee, as a right of any employee to be continued in the
 employment of the Company as an Executive Officer or in any other
 capacity, or as a limitation of the right of the Company to discharge
 any of its employees, with or without cause.

     7.2  ACTION BY THE COMPANY.  Any action by the Company under this
 Plan may be by resolution of its Board of Directors, or by any officer
 or officers duly authorized by resolution of said Board to act with
 respect to the Plan.

     7.3  AGREEMENT BINDING ON SUCCESSORS.  This agreement shall be
 binding upon all persons entitled to benefits hereunder, and upon their
 respective heirs and legal representatives and upon the Company, its
 successors and assigns.

     7.4  CONSTRUCTION.  Except when otherwise indicated by the context,
 any masculine terminology herein shall also include feminine, and the
 definition of any term herein in singular shall also include the
 plural.

     7.5  TITLES.  Article and section titles are included for reference
 purposes only and in the event of a conflict between a title and its
 respective text the text shall control.

     7.6  GOVERNING LAW.  This Plan shall, to the extent not superseded
 by the Employee Retirement Income Security Act of 1974, be governed by
 the laws of the State of Wisconsin.

                                     -17-
</TEXT>
</DOCUMENT>
