WAUSAU PAPER MILLS COMPANY
1991 EMPLOYEE STOCK OPTION PLAN
Wausau Paper Mills Company, a Wisconsin corporation (the "Company"), hereby adopts the Wausau Paper
Mills Company 1991 Employee Stock Option Plan (the "Plan"), as set forth herein.
Section 1. PURPOSE. The Plan has been adopted for the purpose of recognizing and rewarding the job
performance of key employees of the Company and to enable the Company to attract and retain superior
management-level employees by increasing the personal interest of all such employees in the growth and success
of the Company. It is the express intent of the Company that, subject to Section 6(g) 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.
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 250,000.
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"). 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 meet