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                              CROWN VANTAGE INC.
                    STOCK AWARD PLAN FOR OUTSIDE DIRECTORS
                        (as amended December 5, 1996)

CROWN VANTAGE INC. (the "Company"), hereby adopts the Crown Vantage Inc.
Stock Award Plan for Outside Directors.

1.   PURPOSE.  This Stock Award Plan for Outside Directors (the "Plan") is
intended to advance the interests of the Company by providing directors of the
Company who are not full-time employees of the Company or a parent or subsidiary
("Outside Directors") with shares of stock of the Company and an additional
incentive to promote its success.  The Plan has been adopted by the Board of
Directors of the Company (the "Board of Directors") and approved by James River
Corporation of Virginia ("James River"), the Company's sole shareholder.  The
Plan is intended to conform to the provisions of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, or any replacement rule in effect from time to
time ("Rule 16b-3").

     The Plan shall become effective as of the record date of the distribution
of shares of stock of the Company by James River to its shareholders.  The
record date of the distribution is referred to as the "Record Date."

2.   ELIGIBILITY AND AWARD OF STOCK.

     (a)  On the first business day of each fiscal year of the Company,
     beginning with the 1997 fiscal year, the Company shall award to each
     Outside Director as of that date the number of whole shares of common
     stock of the Company ("Company Stock") that, when multiplied by the Fair
     Market Value (as described below) of the Company Stock, shall as nearly
     as possible equal, but not exceed, $12,500, provided that a minimum of
     250 shares of Company Stock shall be awarded to each Outside Director.

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     (b)  The Company, beginning with the 1997 fiscal year, shall set an amount
     of cash compensation to be paid during such year to each Outside Director
     (the  "Cash Award").  Before the beginning of any fiscal year of the
     Company, beginning with the 1997 fiscal year, an Outside Director may
     elect to receive the Cash Award in whole shares of Company Stock.  If
     the Outside Director so elects to receive Company Stock, the Director
     shall be awarded the number of whole shares of Company Stock that, when
     multiplied by the Fair Market Value (as described below) of the Company
     Stock, shall as nearly as possible equal, but not exceed 1.2 times the
     Cash Award.  Once awarded, such shares of Company Stock shall be subject
     to vesting restrictions, deferral election and provisions as otherwise
     provided in this Award Plan.

     (c)  For purposes of the Plan, the Fair Market Value of Company Stock shall
     be the mean of the average of the high and low trading prices of the
     Company Stock, as reported in the WALL STREET JOURNAL, for each of the
     ten trading days immediately preceding the award date.

     (d)  Company Stock shall automatically be awarded under the Plan as
     describe above.  If at any time there are not sufficient shares available
     under the Plan to permit an automatic award as described above, the award
     shall be reduced pro rata (to zero, if necessary) so as not to exceed
     the number of shares then available under the Plan.

     (e)  The Company Stock awarded under the Plan shall be restricted as
     in Section 4 below.  Each Outside Director may elect to defer payment of
     the Company Stock as described in Section 5 below.

     (f)  As of the fifth (5th) business day following the earliest of the date
     on which an Outside Director is first elected or appointed to the Board
     of Directors as an Outside Director, the Company shall award to the
     Outside Director that number of whole shares of Company Stock that, when
     multiplied by the Fair

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     Market Value (as described above) of the Company Stock, shall as nearly as
     possible equal, but not exceed the amount obtained by multiplying $12,500
     by a fraction, the numerator of which is the number of days in the fiscal
     year following the date on which the Outside Director is elected or
     appointed to the Board of Directors (as applicable) and the denominator of
     which is 365.  In addition, the Company shall provide such Outside
     Director the opportunity to elect to receive whole shares of Company Stock
     in lieu of cash compensation as provided in subparagraph (b) above.

3.   STOCK.  The Company has reserved an aggregate of 75,000 shares of Company
Stock for issuance pursuant to the Plan.  The aggregate number is subject to
adjustment as provided in Section 7.  In the event of a change in the capital
structure of the Company (as provided in Section 7), the shares resulting
from such change shall be deemed to be Company Stock within the meaning of
the Plan. The aggregate number of shares of Company Stock reserved shall be
reduced by the issuance of shares under the Plan, but, to the extent
permitted by Rule 16b-3, shall not be reduced if an Outside Director forfeits
the right to receive Company Stock under the Plan.

4.   RESTRICTIONS ON COMPANY STOCK.

     (a) Except as provided in Section 5 below, all Company Stock granted under
     the Plan shall be restricted as described in this Section.  Each Outside
     Director shall become vested in Company Stock awarded pursuant to Section 2
     on the date that is one year after the Company Stock is awarded, if the
     Outside Director continues to be a member of the Board of Directors during
     the entire one-year period following the date of the award.  In addition,
     an Outside Director shall become vested in such Company Stock (i) upon
     retirement from the Board of Directors at or after age 65, (ii) if the
     Outside Director dies while serving as a member of the Board of Directors
     or (iii) if the Outside Director ceases to be a member of the Board of
     Directors as a result of a Change of Control (as defined in Section 8).  If
     the Outside Director ceases to be a member of the Board of

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     Directors for any reason other than one described in the preceding
     sentence during the one-year period following the award of Company Stock,
     the Outside Director's right to the Company Stock shall be forfeited.

     (b) Shares of Company Stock that are restricted as described in this
     Section 4 may not be sold, assigned, transferred, disposed of, pledged,
     hypothecated or otherwise encumbered until the Stock becomes vested.

     (c)  When restricted Company Stock is issued, a certificate representing
     the shares shall be issued in the name of the Outside Director, subject to
     the restrictions imposed by the Plan.  The Secretary of the Company
     shall hold the certificates for the benefit of the Outside Director.  In
     other respects, the Outside Director shall have all the rights of a
     shareholder with respect to the shares of Company Stock, including, but
     not limited to, the right to vote such shares and the right to receive
     all cash dividends. Certificates representing restricted Company Stock
     shall bear a legend referring to the restrictions set forth in the Plan.
     If stock dividends or other non-cash distributions are declared on
     restricted Company Stock, such stock dividends or other distributions
     shall be subject to the same restrictions as the underlying shares of
     Company Stock.

5.   DEFERRAL OF PAYMENT.

     (a) Before the date on which an award of Company Stock is to be made
     to Section 2, an Outside Director may elect to defer payment of part or
     all of his award.  If an Outside Director wishes to defer part of an
     award, the deferral must relate to at least 40% of the award.  An
     Outside Director shall designate, at the time of the deferral, that
     payment shall be made either (i) as of the first day of any calendar
     year that is at least two years after the date of the deferral or (ii)
     when the Outside Director ceases to be a member of the Board of
     Directors.  An Outside Director's deferral election shall be
     irrevocable.  A deferral election shall be made by filing a written
     election with the Company and

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     shall be made in a time and manner consistent with Rule 16b-3.  Except as
     provided in Section 2(f) (concerning awards made when Outside Directors
     are first elected or appointed to the Board of Directors), a deferral
     election shall be made before the services to which the award relates have
     been rendered.

     (b) If an Outside Director elects to defer payment of an award, the Company
     shall establish a book account on its records for the Outside Director
     and shall credit to the Outside Director's book account (the "Director's
     Deferred Stock Account") a number of hypothetical shares of Company
     Stock ("Director Deferred Stock") equal to the number of shares of
     Company Stock that otherwise would have been granted pursuant to the
     award.  No actual shares of Company Stock or other certificates shall be
     issued.  An Outside Director's interest in such Director Deferred Stock
     may not be sold, assigned, transferred, pledged, hypothecated or
     otherwise encumbered.

     (c) Each Director's Deferred Stock Account shall be adjusted to take into
     account cash dividends that are declared on Company Stock.  The Company
     shall determine the amount of such  dividends that are declared as of
     each record date with respect to shares of Company Stock equal to the
     number of hypothetical shares of Company Stock that are credited to the
     Director's Deferred Stock Account as of such record date.  The total
     cash dividends shall then be converted into hypothetical shares of
     Company Stock by dividing the amount of the dividends by the Fair Market
     Value of the Company Stock as of the record date (as determined pursuant
     to Section 2 but based on the ten trading days immediately following the
     record date), and the nearest whole number of hypothetical shares of
     Company Stock so determined shall be credited to the Director's Deferred
     Stock Account. Each Director's Deferred Stock Account shall be adjusted
     to take into account any stock dividends or other non-cash distributions
     pursuant to Section 7 below.

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     (d) If an Outside Director who has elected to defer Company Stock pursuant
     to this Section 5 continues to be a member of the Board of Directors during
     the entire one-year period following the date of the award, the Outside
     Director shall receive payment of the Director's Deferred Stock Account
     on the first to occur of:   the first day of the calendar year
     designated by the Outside Director at the time of the deferral, or (ii)
     the date on which the Outside Director ceases to be a member of the
     Board of Directors.  In addition, the Outside Director shall become
     entitled to receive payment of the Director's Deferred Stock Account (i)
     if the Outside Director retires from the Board of Directors at or after
     attaining age 65,  if the Outside Director dies while serving as a
     member of the Board of Directors or  if the Outside Director ceases to
     be a member of the Board of Directors as a result of a Change of
     Control.  If the Outside Director ceases to be a member of the Board of
     Directors for any reason other than one described in the preceding
     sentence during the one-year period following the award, the portion of
     the Director's Deferred Stock Account that is attributable to cash
     dividends declared on Company Stock during the one-year period shall be
     paid to the Outside Director pursuant to subsection (e) below, and the
     balance of the Director's Deferred Stock Account shall be forfeited.

     (e) If an Outside Director has the right to receive payment of the
     Director's Deferred Stock Account pursuant to subsection (d) above, the
     Company shall distribute to the Outside Director that number of whole
     shares of Company Stock that is equal to the number of hypothetical
     whole shares of Company Stock that are then credited to the Director's
     Deferred Stock Account.  If an Outside Director is entitled to receive
     payment of only the portion of the Director's Deferred Stock Account
     that is attributable to dividends pursuant to subsection (d) above, the
     Company shall distribute to the Outside Director that number of whole
     shares of Company Stock that as nearly as possible equals, but does not
     exceed, the portion of the Director's Deferred Stock Account that is
     attributable

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     to such dividends.  The shares of Company Stock so distributed shall not
     be subject to the restrictions described in Section 4.

6.   ISSUANCE OF COMPANY STOCK.  The Company shall not be required to issue or
deliver any certificate for shares of Company Stock before (i) the admission
of such shares to listing on any stock exchange on which the Company Stock
may then be listed, or listing of such shares for trading on the NASDAQ
National Market System, (ii) receipt of any required registration or other
qualification of such shares under any state or federal law or regulation
that the Company's counsel shall determine is necessary or advisable, and
(iii) the Company shall have been advised by counsel that all applicable
legal requirements have been complied with.  The Company may place on a
certificate representing Company Stock any legend required pursuant to
Section 4, and any legend deemed necessary by the Company's counsel to comply
with federal or state securities laws.  No shares of Company Stock shall be
issued under the Plan unless the Outside Director pays to the Company, or
makes arrangements satisfactory to the Company regarding the payment of, any
applicable withholding or other taxes.  Until the Outside Director has been
issued a certificate for the shares of Company Stock acquired, the Outside
Director shall possess no shareholder rights with respect to the shares.

7.   EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES.  Appropriate adjustments
shall be made automatically to the number and kind of shares to be issued
under the Plan, outstanding awards (including Directors' Deferred Stock
Accounts) and any other relevant provisions if there are any changes in the
Company Stock by reason of a stock dividend, stock split, combination of
shares, spin-off, reclassification, recapitalization, merger, consolidation
or other change in the Company's capital stock (including, but not limited
to, the creation or issuance to shareholders generally of rights, options or
warrants for the purchase of common stock or preferred stock of the Company).
If the adjustment would produce fractional shares, the fractional shares
shall be eliminated by rounding to the nearest whole share.  The adjustments
shall be made in a manner consistent with Rule 16b-3.

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8.   CHANGE OF CONTROL.

     (a)  For purposes of this Plan, a Change of Control means:

          (i)   The acquisition by any unrelated person of beneficial ownership
          (as that term is used for purposes of the Securities Exchange Act of
          1934, as amended) of 20% or more of the then outstanding shares of
          common stock of the Company or the combined voting power of the then
          outstanding voting securities of the Company entitled to vote
          generally in the election of directors.  The term "unrelated
          person" means any person other than (x) the Company and its
          subsidiaries, (y) an employee benefit plan or trust of the Company
          or its subsidiaries, and (z) a person who acquires stock of the
          Company pursuant to an agreement with the Company that is approved
          by the Board of Directors in advance of the acquisition, unless the
          acquisition results in the persons who were directors of the
          Company before the acquisition ceasing to constitute a majority of
          the Board of Directors.  For purposes of this subsection, a
          "person" means an individual, entity or group, as that term is used
          for purposes of the Act.

          (ii)  Approval by the shareholders of the Company of a reorganization,
          merger, consolidation or other transaction (collectively a
          "transaction") with respect to which the persons who were the
          beneficial owners of the common stock and voting securities of the
          Company immediately prior to the transaction do not, following the
          transaction, beneficially own, directly or indirectly, more than 50%
          of the then outstanding shares of common stock of the Company (or the
          successor corporation) or the combined voting power of the then
          outstanding voting securities of the Company (or the successor
          corporation) entitled to vote generally in the election of directors.

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          (iii) A liquidation or dissolution of the Company, or a sale or other
          disposition of all or substantially all of the assets of the Company.

          (iv) A contested election in which an Outside Director who is
          nominated by the Board of Directors is not elected to the Board of
          Directors; provided that the contested election shall only be deemed a
          Change of Control with respect to the Outside Director who ceases to
          be a member of the Board of Directors as a result of the contested
          election.

     (b) An Outside Director will be considered to have ceased to be a member of
     the Board of Directors as a result of a Change of Control if the Outside
     Director ceases to be a member of the Board of Directors during the one-
     year period commencing on the date of the applicable event described in
     subsection (a).

9.   ADMINISTRATION OF THE PLAN.  The Board of Directors shall be responsible
for the proper implementation of the Plan.  The Board of Directors shall not
exercise any discretion with respect to the administration of the Plan,
except as may be permitted by Rule 16b-3.  The Board of Directors shall have
all powers vested in it by the terms of the Plan.  Any decision of the Board
of Directors with respect to the Plan shall be final and conclusive.  The
Board of Directors may act only by a majority of its members in office,
except that the members may authorize any one or more of their number or any
officer of the Company to execute and deliver documents on behalf of the
Board of Directors.  The Board of Directors may consult with counsel, who may
be counsel to the Company, and shall not incur any liability for action taken
in good faith in reliance upon the advice of counsel.

10.  EXPIRATION AND TERMINATION OF THE PLAN.  Company Stock shall be awarded
under the Plan until the Plan is terminated by the Board of Directors or
until such earlier date when termination of the Plan shall be required by
law.  If not sooner terminated, the Plan shall terminate automatically on
August 1, 2005.

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11.  AMENDMENTS.  The Board of Directors may from time to time make such
changes in and additions to the Plan as it may deem appropriate; provided
that, if and to the extent required by Rule 16b-3, no change shall be made
that increases the total number of shares reserved for issuance under the
Plan (except pursuant to Section 7), changes the class of persons eligible to
receive Company Stock, or materially increases the benefits accruing to
Outside Directors under the Plan, unless such change is authorized by the
shareholders of the Company.  If required by Rule 16b-3, the Plan may not be
amended periodically, and in no event more often than every six months,
except for amendments required to comply with changes in the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code") or the rules
thereunder.  The Board may unilaterally amend the Plan as it deems
appropriate to ensure compliance with Rule 16b-3 and to cause awards of
Company Stock pursuant to the Plan to meet the applicable requirements of the
Internal Revenue Code.  Except as provided in the preceding sentence, the
termination of the Plan or any change or addition to the Plan shall not,
without the consent of any Outside Director who is adversely affected
thereby, alter any Company Stock awards previously made to the Outside
Director pursuant to the Plan.

12.  RIGHTS UNDER THE PLAN.  Title to and beneficial ownership of all
benefits described in the Plan shall at all times remain with the Company.
Participation in the Plan and the right to receive payments under the Plan
shall not give an Outside Director any proprietary interest in the Company or
any subsidiary or any of their assets.  No trust fund shall be created in
connection with the Plan (other than a trust fund that does not change the
characterization of the Plan as an "unfunded" plan under the Internal Revenue
Code), and there shall be no required funding of amounts that may become
payable under the Plan.  An Outside Director shall, for all purposes, be a
general creditor of the Company.  The interests of an Outside Director under
the Plan cannot be assigned, anticipated, sold, encumbered or pledged and
shall not be subject to the claims of his creditors.

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13.  BENEFICIARY.  An Outside Director may designate, in a writing delivered
to the Company, one or more beneficiaries (which may include a trust) to
receive any payments that may become due under the Plan after the death of
the Outside Director.  If an Outside Director fails to designate a
beneficiary, or no designated beneficiary survives the Outside Director, any
payments to be made with respect to the Outside Director after his death
shall be made to the personal representative of the Outside Director's
estate.

14.  Notice. All notices and other communications required or permitted
to be given under the Plan shall be in writing and shall be deemed to have
been duly given if delivered personally or mailed first class, postage
prepaid, as follows:   if to the Company, at its principal business address,
to the attention of the Secretary;  if to any Outside Director, at the last
address of the Outside Director known to the sender at the time the notice or
other communication is sent.

15.  INTERPRETATION.  The terms of this Plan are subject to all present and
future rulings of the Securities Exchange Commission with respect to Rule
16b-3.  If any provision of the Plan would cause the Plan to fail to meet the
requirements of Rule 16b-3, then that provision of the Plan shall be void and
of no effect.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed this 5th
day of December, 1996.

CROWN VANTAGE INC.

By /s/ Ernest S. Leopold
  ---------------------------
       Ernest S. Leopold
       Chairman, President and
       Chief Executive Officer



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