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                                                                    EXHIBIT 10.2

          THIS AGREEMENT between Champion International Corporation, a New York
corporation (the "Company"), and L. C. Heist (the "Executive") is effective as
of August 15, 1996.

          WHEREAS, the Company and the Executive entered into an Agreement dated
August 18, 1988, as amended as of September 19, 1991 (the "Agreement"); and

          WHEREAS, the parties desire to amend the Agreement in the manner set
forth below;

            NOW THEREFORE, it is hereby agreed by and between the parties as
follows:

            1.  The heading of subparagraph 9(b) of the Agreement is hereby
amended in its entirety to read "Retirement".

            2.  The first sentence of subparagraph 9(b)(i) of the Agreement is
hereby amended in its entirety to read :

                "Effective August 15, 1996, the Executive is indefeasibly
            vested, subject to subparagraph 9(b)(iv) and paragraph 10, in a
            monthly retirement allowance, subject to any reduction required by
            subparagraph 9(b)(iii), equal to one-twelfth (1/12) of seventy-seven
            percent (77%) of the Executive's Average Annual Compensation, as
            hereafter defined, less one-twelfth (1/12) of fifty percent (50%) of
            the Executive's annual Social Security Benefits."

            3.  Subparagraph 9(b)(ii) of the Agreement is hereby amended by
deleting the portion thereof from and including the words "equal to three
percent (3%) of the Executive's Average Annual Compensation" through the end
thereof, and in their place including the following:

            "equal to sixty percent (60%) of the monthly retirement allowance
            that either (A) was payable to the Executive under subparagraph
            9(b)(i) (prior to any reduction required by subparagraph 9(b)(iii))
            immediately prior to the Executive's death or (B) would have been
            payable to the Executive under subparagraph 9(b)(i) (prior to any
            reduction required by subparagraph 9(b)(iii)) had the Executive
            retired on the day before his death."

            4. The Agreement as amended hereby shall be governed by and
construed in accordance with the laws of the State of New York.

            5.  The Company and the Executive understand and agree that all
references in the Agreement to the provisions thereof that are amended hereby
shall be deemed to be references to such provisions as amended hereby.

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          6.  Except as amended hereby, all of the terms and conditions set
forth in the Agreement shall continue in full force and effect without change.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its seal to be affixed hereto, and the Executive has executed this
Agreement, all as of August 15, 1996.

                                  CHAMPION INTERNATIONAL CORPORATION




                                  By /s/ Lawrence G. Rawl
                                     --------------------------------------
                                     Chairman of the Compensation and Stock
                                     Option Committee


ATTEST:



/s/ Lawrence A. Fox
------------------------------
Vice President and Secretary



                                /s/ L. C. Heist
                                --------------------------------
                                L. C. Heist

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