DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, dated July 1, 1994, by and between WAUSAU PAPER MILLS COMPANY (herein
referred to as the "Corporation") and SAN W. ORR, JR., an individual (herein referred to as "Executive").
W I T N E S S E T H:
WHEREAS, the Corporation and Executive entered into a deferred compensation agreement dated March 2,
1990 and now desire to amend and clarify certain provisions of that agreement;
NOW, THEREFORE, the parties agree as follows:
1. ELECTION TO DEFER. Executive may, in his discretion, elect to defer all or any cash compensation
(specified by amount or percentage of such compensation) payable to him by the Corporation from time to time
for service to the Corporation as an employee by executing an election in the form set forth in Exhibit A hereto
(herein referred to as an "Election") and filing such Election with the secretary of the Corporation (herein referred
to as the "Secretary"). An Election shall be effective with respect to all cash compensation specified on the
election form filed with the Secretary by Executive which is accrued and payable after the date the Election is
received by the Secretary and until the Election is amended or revoked. An Election hereunder may be amended
or revoked at any time by filing a subsequent Election with the Secretary.
Such amendment or revocation shall be effective with respect to cash compensation accrued and payable on and
after receipt of such new Election by the Secretary.
2. DEFERRED COMPENSATION ACCOUNT. The Corporation shall maintain upon its corporate books a
deferred compensation account (herein referred to as the "Account") with respect to any compensation deferred
under this agreement. As of the first day of each calendar month, the Corporation shall make the following
adjustments to the Account: (a) Subtract amounts paid from the Account during the immediately preceding
month; and (b) Add the amount of compensation Executive has elected to defer under paragraph 1 which was