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                                                                    EXHIBIT 10.1

                       Champion International Corporation
                               One Champion Plaza
                              Stamford, CT  06921


PERSONAL AND STRICTLY CONFIDENTIAL

                                February 18, 1997

[Employee Name]
One Champion Plaza
Stamford, CT  06921

         Re:  Grant of Right to Receive Shares of Champion Common Stock
              ---------------------------------------------------------

Dear ______________:

     The Compensation and Stock Option Committee (the "Committee") of the Board
of Directors of Champion International Corporation ("Champion" or the "Company")
has approved the grant to you (the "Grant") of the right to receive an aggregate
of _________ shares of Champion Common Stock ("Common Stock").  The Grant is
subject to the terms and conditions described below.

Terms and Conditions of Grant
-----------------------------

     The Grant entitles you to receive from the Company, on each Vesting Date
(as defined below), a percentage of the aggregate number of shares of Common
Stock subject to the Grant; provided, that you have remained continually
employed by the Company or one of its subsidiaries until the applicable Vesting
Date; and further, provided, as discussed below, that the issuance of any shares
of Common Stock otherwise issuable to you on a particular Vesting Date may be
deferred pursuant to a timely election made by you or pursuant to the
determination of the Committee in its sole and absolute discretion.

     With  respect to 30% of the shares of Common Stock subject to the Grant,
the Vesting Date shall be August 15, 1998; with respect to an additional 30% of
the shares of Common Stock subject to the Grant, the Vesting Date shall be
August 15, 2000; and with respect to the final 40% of the shares of Common Stock
subject to the Grant, the Vesting Date shall be August 15, 2002.

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     On each Vesting Date, the Company will issue to you the applicable number
of shares of Common Stock described above, subject to tax withholding
requirements as discussed below, provided you have remained continually employed
by the Company or one of its subsidiaries until such Vesting Date, subject to
the following.  (1)  You shall have the right to defer the issuance of shares of
Common Stock in respect of the Grant until your termination of employment with
the Company and its subsidiaries.  Such right may be exercised by filing with
the Company a timely election in accordance with applicable federal income tax
law.  (2)  If you do not make the deferral election contemplated by clause (1)
of this paragraph, the Committee shall have the right to defer issuing to you
shares of Common Stock (or any portion thereof) in respect of the Grant until
such date as the Committee may determine,  but not later than your termination
of employment with the Company and its subsidiaries.  Such right to defer may be
exercised by the Committee in its sole and absolute discretion for any reason,
including without limitation because such issuance on the applicable Vesting
Date might result in the disallowance of deductions by the Company for federal
income tax purposes.  The Committee will notify you of any such determination,
of the number of shares the issuance of which is being deferred and of the
deferral date.

     If the issuance of any shares of Common Stock otherwise issuable to you is
deferred, whether pursuant to your timely election or the determination of the
Committee, you will be credited with "dividend equivalents" on such shares
during the deferral period.  Such dividend equivalents will be equal to the
value of cash dividends and other distributions in respect of the Common Stock,
and will be converted into additional shares which will be issued to you on the
deferral date.  No dividend equivalents will be credited for any period prior to
the applicable Vesting Date.

     If your employment with the Company and its subsidiaries terminates for any
reason, other than because of your death or your "Total Disability" as such term
is defined in the Company's Long Term Disability Benefits Plan For Salaried
Employees #506, all previously-unissued shares subject to the Grant (other than
any shares deferred in accordance with the two immediately preceding paragraphs
(the "Deferred Shares") ) will be forfeited immediately.

     In the event of your death or Total Disability while employed by the
Company or one of its subsidiaries at any time prior to August 15, 2002, you or
your beneficiary or beneficiaries or your estate, as the case may be, shall be
entitled to receive from the Company as soon as practicable thereafter any
Deferred Shares plus a number of shares of Common Stock determined as follows:
the number of shares that would have been issued to you (without regard to
possible deferrals) if you were employed by the Company or one of its
subsidiaries on the next succeeding Vesting Date (i.e., August 15, 1998, August
15, 2000 or August 15, 2002) multiplied by a fraction, the numerator of which is
equal to the number of days that you were employed by the Company or one of 

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its subsidiaries from and including the next preceding Vesting Date (or from
August 15, 1996, if no Vesting Date has occurred) to and including the date of
your death or Total Disability, and the denominator of which is 730. In such
event, all other previously-unissued shares subject to the Grant will be
forfeited immediately.
 
     The Grant constitutes an unfunded obligation of the Company for incentive
and deferred compensation.  Nothing contained hereunder shall confer on you any
rights that are greater than those of a general creditor of the Company or any
right to remain in the employ of the Company or any of its subsidiaries.

     In the event of any stock dividend, split-up, spin-off, rights offering,
combination or exchange of shares, recapitalization, merger, consolidation,
acquisition or disposition of property or stock, separation, reorganization,
liquidation, or the like, the number and class of shares subject to the Grant
(including Deferred Shares) may be equitably adjusted, and any other appropriate
changes may be made, by the Committee, whose determinations shall be conclusive.

     You will have no rights as a shareholder of the Company, including without
limitation voting and dividend rights, in respect of the shares of Common Stock
subject to the Grant unless and until shares of Common Stock have been issued to
you.  Any compensation income earned or received by you in connection with the
Grant will not constitute "compensation" for purposes of any contract between
you and the Company, the Company's savings plans or any other employee benefit
plans now or hereafter in effect, including without limitation plans providing
pension and retirement benefits, life insurance and survivor benefits, and
disability benefits.

     Neither the Grant nor any rights with respect thereto shall be assignable
or subject to any encumbrance, pledge or charge of any nature.

Special Circumstances:  Discretionary Acceleration, and  Mandatory Acceleration
-------------------------------------------------------------------------------
Upon Termination Following a Change in Control
----------------------------------------------

     Anything herein to the contrary notwithstanding, the Committee shall have
the authority to make a determination that a special situation relating to you
or the Company, including without limitation a change in control (as defined in
Exhibit A hereto) or potential change in control of the Company, exists.  Upon
such a determination, the Committee, in its sole and absolute discretion, may
accelerate, to such date as shall be specified by the Committee, the vesting and
the issuance to you of all or a portion of the previously-unissued shares
(including Deferred Shares) subject to the Grant.

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     Anything herein to the contrary notwithstanding, in the event of your
termination (as defined in Exhibit A hereto) within three years after a change
in control (as defined in Exhibit A hereto) of the Company, the Company shall
issue to you as soon as practicable thereafter all of the previously-unissued
shares (including Deferred Shares) subject to the Grant or, if the Common Stock
of the Company is no longer publicly traded, their equivalent value.

Federal Income Tax and FICA Tax Considerations
----------------------------------------------

     Federal income tax: Under present law, you will not be subject to federal
income tax at the time of the Grant.  If the issuance of any shares otherwise
issuable to you is deferred, whether pursuant to your timely election or the
determination of the Committee, you will not be subject to federal income tax at
the time of the deferral, nor will you be subject to federal income tax at the
time that dividend equivalents are credited on Deferred Shares.  In each year
that shares of Common Stock in fact are issued to you in respect of the Grant,
the fair market value of the shares of Common Stock at the time of issuance will
be taxable as ordinary income and the Company will be required to withhold the
appropriate amount.  In order to satisfy federal and all other income tax
withholding requirements, the Company will withhold shares of Common Stock
otherwise issuable to you.

     FICA tax:  Under present law, the Company will be required to withhold FICA
tax (the Medicare portion and, if your wages at that time have not exceeded the
applicable wage base, the Social Security portion) on each Vesting Date with
respect to the shares of Common Stock that vest on such date based upon their
fair market value at that time.  FICA tax withholding on each Vesting Date is
required whether shares are issued to you on that date or their issuance is
deferred. If shares are issued to you on such Vesting Date, the Company will
withhold shares otherwise issuable to you in order to satisfy FICA tax
withholding requirements.  If the issuance of shares is deferred, the Company
will withhold the appropriate amount from your wages.

     This general discussion is not a complete description of the federal income
tax and FICA tax consequences of the Grant.  For more detailed information, and
for information concerning any state, local and foreign tax consequences, the
Company recommends that you consult your tax adviser.

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SEC Considerations
------------------

     This section is relevant to you only if you are an officer of the Company
elected by the Board of Directors.

     Neither the Grant nor the issuance to you of shares of Common Stock
pursuant to the Grant will constitute a matchable "purchase" of Company
securities for purposes of the short-swing profit restrictions under Section
16(b) of the Securities Exchange Act of 1934, as amended.  Therefore, you may
disregard the Grant and the receipt of shares of Common Stock in contemplating
sales of Common Stock.  Similarly, the withholding of shares of Common Stock to
satisfy tax liabilities will not constitute a matchable "sale", and may be
disregarded in contemplating purchases of Common Stock.  However, the sale of
shares of Common Stock issued in respect of the Grant will constitute a sale for
Section 16(b) purposes and will be matchable against any non-exempt purchase of
Common Stock within six months before or after the sale.

     You must file a year-end Form 5 with the Securities and Exchange Commission
and the New York Stock Exchange reporting the Grant and the withholding of
shares to satisfy tax withholding requirements upon the issuance of shares to
you.  The Corporate Secretary will arrange for such Form 5 reporting.

     You must file a monthly Form 4 reporting any sale of shares issued pursuant
to the Grant.  If you are a director of the Company, you also must comply with
SEC Rule 144 in connection with any sale of shares.  Among other things, Rule
144 requires the filing of a Form 144 with the Securities and Exchange
Commission and the New York Stock Exchange.  Please contact the Corporate
Secretary prior to any such sale.

Sign and Return
---------------

     Please confirm your receipt of this letter and your acknowledgment of the
Grant by countersigning and retaining the original letter, and by countersigning
the duplicable original of this letter and returning it in the enclosed
envelope.

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     Attached hereto is your beneficiary designation currently on file with the
Company that applies to the Grant.  If you have any questions regarding the
Grant or if you would like to designate a different beneficiary for purposes of
the Grant, please call Michele Kenaga (ext. 6915) or Larry Fox (ext. 7305).

                         CHAMPION INTERNATIONAL CORPORATION


                         By:  ______________________________________
                                Chairman and Chief Executive Officer



                         __________________________________________
                         [Employee]

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             EXHIBIT A TO LETTER AGREEMENT DATED FEBRUARY 18, 1997
             -----------------------------------------------------


     For the purpose of the section captioned "Special Circumstances:
Discretionary Acceleration, and Mandatory Acceleration Upon Termination
Following a Change in Control" in the letter agreement dated  February 18, 1997
(the "Letter Agreement"), the terms "change in control" and "termination" shall
have the meanings set forth below.

                        Definition of Change in Control
                        -------------------------------

     A change in control shall mean the occurrence of any one of the following:

     (i) any "person" (as defined in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") ), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities;

    (ii) during any period within two (2) consecutive years there shall cease to
be a majority of the Board of Directors of the Company comprised as follows:
individuals who at the beginning of such period constitute the Board of
Directors and any new director(s) whose election by the Board of Directors or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved; or

   (iii) the shareholders of the Company approve (A) a plan of complete
liquidation of the Company or (B) the sale or other disposition of all or
substantially all of the Company's assets.

                           Definition of Termination
                           -------------------------

     A termination shall mean the occurrence of any one of the following:

    (i)  the termination by the Company (or, if applicable, one or more of its
  subsidiaries) of your employment with the Company and its subsidiaries;  or


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     (ii)  any (A) failure to elect or re-elect or appoint or re-appoint you to
an office and position at least equal to the office and position you held
immediately prior to such failure, or your removal from such office or position;
(B) material change of your functions, duties or responsibilities without your
express written consent as a result of which change your position shall be or
become of less dignity, responsibility, importance or scope than the position
you held at the time of such material change; (C) reduction in your monthly base
salary below the highest monthly base salary paid from and after the date of the
Letter Agreement; or (D) breach of the Letter Agreement by the Company; provided
that in any such event you elect to terminate your employment with the Company
and its subsidiaries upon not less than sixty days' advance written notice given
within a reasonable period of time, not to exceed four calendar months, after
the event giving rise to the election.



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