WAUSAU PAPER MILLS COMPANY
DIVIDEND EQUIVALENT PLAN
The purpose of the Wausau Paper Mills Company Dividend Equivalent Plan (the "Plan") is to attract and retain
outstanding individuals as officers and key employees of Wausau Paper Mills Company (the "Company") and its
subsidiaries, and to furnish incentives to such individuals through rewards based upon the performance of the
Company and its common stock. To this end, the Committee hereinafter designated may grant dividend
equivalents to officers and other key employees of the Company and its subsidiaries, on the terms and subject to
the conditions set forth in this Plan.
Participants in the Plan shall consist of such officers and other key employees of the Company and its subsidiaries
as the Committee in its sole discretion may select from time to time to receive dividend equivalents.
3. ADMINISTRATION OF THE PLAN.
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"). 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. Subject to the provisions of the Plan, the Committee shall have authority (a)
to determine which employees of the Company and its subsidiaries shall be eligible for participation in the Plan;
(b) to select employees to receive grants under the Plan; (c) to determine the number of dividend equivalents
subject to the grant, the time and conditions of vesting, and all other terms and conditions of