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                                                                    EXHIBIT 10.1

                             UNION CAMP CORPORATION

                        RESTRICTED STOCK PERFORMANCE PLAN

I.      PURPOSE

        The Union Camp Corporation Restricted Stock Performance Plan is intended
        to (i) provide an incentive and reward to selected officers of the
        Company, who have contributed to and who are, in the future, likely to
        contribute to the long-term performance of the Company and (ii) assure
        current Federal income deductibility by the Company of Awards to the
        officers whose compensation might not otherwise be deductible under
        Section 162(m) of the Code. The RSPP is also expected to enhance the
        Company's ability to attract and retain outstanding individuals to serve
        in executive capacities.

II.     ADMINISTRATION

        The RSPP shall be administered by the Committee which shall consist of
        not less than two (2) directors appointed by the Board, each of whom is
        an "outside director," within the meaning of Code Section 162(m) and, to
        the extent necessary for the RSPP and/or Awards hereunder to satisfy the
        requirements and conditions of Rule 16b-3, a "non-employee director" as
        defined by Rule 16b-3; provided, however, that if one or more members of
        the Committee does not qualify as such an "outside director" or a
        "non-employee director," if applicable, at the time any Award is granted
        hereunder, such Award nevertheless shall be deemed to have been properly
        authorized and issued under the RSPP and shall remain in full force and


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        effect subject to the other terms and conditions contained in the RSPP.

        The Committee shall have the sole authority to establish and administer
        performance goals in connection with any Awards, including award levels
        for individual Participants, and to certify whether, and to what extent,
        any such performance goals have been attained for purposes of Section V
        hereof. The Committee's decision, in making any determination or
        construction under the RSPP and in exercising any discretionary power,
        shall in all instances be final and binding on all persons having or
        claiming any rights under the RSPP.

III.    DEFINITIONS

        Except as otherwise specified or as the context may otherwise require,
        the following terms shall have the meanings indicated below for the
        purposes of the RSPP. As used in the RSPP, the masculine pronoun shall
        be deemed to include the feminine, and the singular number, the plural,
        unless a different meaning is clearly indicated by the context.

        Award means an annual incentive award made to a Participant in
        accordance with the terms of the RSPP.

        Award Date means the date on which the Committee certifies in writing
        that the performance goals applicable to an Award and any other material
        terms are satisfied and authorizes the payment of such Award to a
        Participant in accordance with the RSPP.

        Award Level means a percentage of a Participant's Base Salary,
        determined in the discretion of the Committee within 90 days after the
        commencement of the Performance Period, which is established as a
        competitive award for achievement of fully




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        satisfactory performance in support of the objectives of the RSPP;
        provided, however, that the Award Level of a Participant who becomes a
        Participant after the start of a Performance Period shall be determined
        by the Committee within the first 25% of such Participant's period of
        service with the Company during such Performance Period.

        Base Salary means the Participant's annual base rate of pay in effect at
        the end of a Performance Period.

        Board means the Board of Directors of the Company.

        Cause means the occurrence of any of the following events or such other
        dishonest or disloyal act or omission as the Committee reasonably
        determines, in its sole discretion, to be cause: (i) the Participant has
        misappropriated any funds or property of the Company or any affiliate
        thereof; (ii) the Participant has, without the prior knowledge or
        written consent of the Committee, obtained personal profit as a result
        of any transaction by a third party with the Company or an affiliate
        thereof; or (iii) the Participant has sold or otherwise imparted to any
        person, firm, or corporation the names of the customers of the Company
        or any affiliate thereof or any confidential records, data, formulae,
        specifications or any other trade secrets or other information of value
        to the Company or any affiliate thereof derived by his association with
        the Company or such affiliate.

        Notwithstanding the foregoing definition of Cause, for purposes of
        determining whether a termination of employment subsequent to a Change
        in Control of the Company is for "Cause," Cause shall mean termination
        of employment (a) upon the willful and continued failure by a
        Participant to perform substantially his duties with the Company (other
        than (i) any such failure resulting from such Participant's incapacity
        due to physical or mental condition or illness or (ii)


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        any actual or anticipated failure after the issuance by the Participant
        of a Notice of Termination), after a written demand for substantial
        performance is delivered to such Participant by the Board, which demand
        specifically identifies the manner in which the Board believes that such
        Participant has not substantially performed his duties, or (b) the
        willful engaging by the Participant in conduct which is demonstrably and
        materially injurious to the Company, monetarily or otherwise. For
        purposes of the definition of Cause contained in this paragraph, no act,
        or failure to act, on the Participant's part shall be deemed "willful"
        unless done, or omitted to be done, by the Participant not in good faith
        and without reasonable belief that such action or omission was in the
        best interest of the Company. Notwithstanding the foregoing, a
        Participant shall not be deemed to have been terminated for Cause unless
        and until there shall have been delivered to such Participant a copy of
        a resolution duly adopted by the affirmative vote of not less than
        three-quarters (3/4) of the entire membership of the Board at a meeting
        of the Board (after reasonable notice to the Participant and an
        opportunity for the Participant, together with his counsel, to be heard
        before the Board), finding that in the good faith opinion of the Board
        the Participant was guilty of conduct set forth above in this
        subparagraph and specifying the particulars thereof in detail.

        Change in Control means the occurrence of any of the following events:

               (a) any "person," as such term is used in Sections 13(d) and
        14(d) of the Exchange Act (other than the Company, any employee benefit
        plan sponsored by the Company, any trustee or other fiduciary holding
        securities under an employee benefit plan of the Company, or any
        corporation owned, directly or indirectly, by the stockholders of the
        Company, or any



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        corporation owned, directly or indirectly, by the stockholders of
        the Company in substantially the same proportions as their ownership
        of stock of the Company), is or becomes (other than pursuant to
        a transaction which is deemed to be a "Non-Qualifying Transaction"
        (as hereinafter defined)) the "beneficial owner" (as defined in
        Rule 13d-3 under the Exchange Act), directly or indirectly,
        of securities of the Company representing 50% or more of the combined
        voting power of the Company's then outstanding securities eligible to
        vote for the election of the Board ("Company Voting Securities");

               (b) individuals who, on October 29, 1996 constitute the Board
        (the "Incumbent Directors") cease for any reason to constitute at least
        a majority of the Board, provided that any person becoming a director
        subsequent to October 29, 1996, whose election or nomination for
        election was approved by a vote of at least two-thirds (2/3) of the
        Incumbent Directors then on the Board (either by a specific vote or by
        approval of the proxy statement of the Company in which such person is
        named as a nominee for director, without written objection to such
        nomination) shall be an Incumbent Director; provided, however, that no
        individual initially elected or nominated as a director of the Company
        as a result of an actual or threatened election contest with respect to
        directors (including, without limitation, in order to settle such
        contest) or any other actual or threatened solicitation of proxies by or
        on behalf of any person other than the Board shall be an Incumbent
        Director;

               (c) the stockholders of the Company approve a merger,
        consolidation, statutory share exchange or similar form of corporate
        transaction involving the Company or any of its subsidiaries that
        requires such approval, whether for such transaction or the issuance of
        securities in the transaction (a "Business




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        Combination"), unless immediately following such Business Combination:
        (i) more than 50% of the total voting power of (x) the corporation
        resulting from such Business Combination (the "Surviving Corporation"),
        or (y) if applicable, the ultimate parent corporation that directly or
        indirectly has beneficial ownership of 100% of the voting securities
        eligible to elect directors of the Surviving Corporation (the "Parent
        Corporation"), will be represented by Company Voting Securities that
        were outstanding immediately prior to such Business Combination (or, if
        applicable, shares into which such Company Voting Securities were
        converted pursuant to such Business Combination), (ii) no person (other
        than any employee benefit plan sponsored or maintained by the Surviving
        Corporation or the Parent Corporation) will be or become the beneficial
        owner, directly or indirectly, of 25% or more of the total voting power
        of the outstanding voting securities eligible to elect directors of the
        Parent Corporation (or, if there is no Parent Corporation, the Surviving
        Corporation) and (iii) at least a majority of the members of the board
        of directors of the Parent Corporation (or, if there is no Parent
        Corporation, the Surviving Corporation) following the consummation of
        the Business Combination were Incumbent Directors at the time of the
        Board's approval of the execution of the initial agreement providing for
        such Business Combination (any Business Combination which satisfies all
        of the criteria specified in (i), (ii) and (iii) above shall be deemed
        to be a "Non-Qualifying Transaction"); or

               (d) the stockholders of the Company approve a plan of complete
        liquidation or dissolution of the Company or an agreement for the sale
        or disposition by the Company of all or substantially all of the
        Company's assets.

        Anything contained herein to the contrary notwithstanding, a Change in
        Control of the Company




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        shall be deemed not to have occurred with respect to any Participant who
        participates as an investor in the acquiring entity (which shall include
        the Parent Corporation, where applicable) in such Change in Control
        transaction, unless such acquiring entity is a publicly-traded
        corporation and the Participant's interest in such acquiring entity
        immediately prior to the acquisition constitutes less than one percent
        (1%) of both (1) the combined voting power of such entity's outstanding
        securities and (2) the aggregate fair market value of such entity's
        outstanding equity securities. For this purpose, the Participant's
        equity interest shall include any such interest of which such individual
        is a "beneficial owner," as defined in Rule 13d-3 under the Exchange
        Act.

        Code means the Internal Revenue Code of 1986, as amended, and
        regulations promulgated thereunder.

        Committee means the Personnel, Compensation and Nominating Committee of
        the Board, satisfying the conditions of Section II hereof or such other
        committee of the Board to which such responsibilities are delegated in
        the future.

        Common Stock means the common stock, par value $1.00, of the Company.

        Company means Union Camp Corporation and those subsidiaries and
        affiliates designated by the Committee.

        Earnings Per Share or EPS means the Company's earnings per share, as
        shown on the Company's annual financial statements, before taking into
        account (i) adjustments to earnings incurred in connection with the
        adoption of a new accounting standard and (ii) extraordinary items, as
        defined in Accounting Practices Bulletin No. 30.



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        Effective Date means January 1, 1997.

        Exchange Act means the Securities Exchange Act of 1934, as amended.

        Good Reason means, without the Participant's express written consent,
        the occurrence after a Change in Control of any of the following
        circumstances unless, in the case of paragraphs (a), (e), (f) or (g),
        such circumstances are fully corrected prior to the effective date of
        the Participant's termination of employment:

               (a) the assignment to the Participant of any duties inconsistent
        with the position in the Company that such Participant held immediately
        prior to the Change in Control (other than in the nature of a promotion)
        or a diminution in such Participant's duties, responsibilities,
        employment status or authority as compared to such duties,
        responsibilities, employment status or authority in effect immediately
        prior to such Change in Control;

               (b) a reduction by the Company in the Participant's annual base
        salary as in effect immediately prior to such Change in Control except
        for across-the-board salary reductions similarly affecting all
        management personnel of the Company and all management personnel of any
        person in control of the Company;

               (c) the relocation of the Company's offices at which the
        Participant is principally employed immediately prior to the date of the
        Change in Control to a location more than twenty-five (25) miles from
        such location, or the Company requiring the Participant to be based
        anywhere other than the Company's offices at such location, except for
        required travel on the Company's business to an extent substantially
        similar to the Participant's business




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        travel obligations immediately prior to the Change in Control;

               (d) the failure by the Company to pay to the Participant any
        portion of his current compensation or to pay to him any portion of an
        installment of deferred compensation under any deferred compensation
        program of the Company within seven (7) days of the date such
        compensation is due;

               (e) the failure by the Company to continue to provide
        substantially the same compensation plans in which the Participant
        participated immediately prior to the Change in Control, unless an
        equitable arrangement (embodied in an ongoing substitute or alternative
        plan) on a basis not materially less favorable, both in terms of the
        amount of benefits provided and the level of such Participant's
        participation relative to other Participants, than that which existed at
        the time of the Change in Control;

               (f) the failure by the Company to continue to provide the
        Participant with benefits and coverage substantially similar to those
        provided to such Participant under any of the Company's pension, life
        insurance, medical, accident, or disability plans in which such
        Participant was participating at the time of the Change in Control, the
        taking of any action by the Company which would directly or indirectly
        materially reduce any of such benefits or the failure by the Company to
        provide such Participant with the number of paid vacation days to which
        such Participant is entitled on the basis of his years of service with
        the Company in accordance with the Company's vacation policy for
        salaried employees in effect at the time of the Change in Control; or



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               (g) any purported termination of the Participant's employment
        that is not effected pursuant to a Notice of Termination.

        The right of a Participant to terminate employment for Good Reason shall
        not be affected by such Participant's incapacity due to physical or
        mental condition or illness. Further, the continued employment of the
        Participant shall not constitute consent to, or a waiver of rights with
        respect to, any circumstances constituting Good Reason hereunder.

        1989 Plan means the Company's 1989 Stock Option and Stock Award Plan, as
        originally approved by the stockholders of the Company on April 25, 1989
        and as subsequently amended thereafter.

        Notice of Termination means a notice delivered by a Participant to the
        Company pursuant to which the Participant indicates his intent to
        terminate his employment with the Company by reason of Good Reason and
        which sets forth in reasonable detail the facts and circumstances
        claimed to provide a basis for such termination of employment.

        Participant means an officer of the Company approved by the Committee to
        participate in the RSPP for a Performance Period in accordance with
        Section IV.

        Performance Period means a calendar year.

        Return On Capital or ROC means, in the discretion of the Committee, the
        average of (i) the Company's net income divided by its long-term debt,
        stockholders' equity and deferred income taxes or (ii) the Company's
        pre-interest after-tax net income divided by the sum of its average debt
        plus average stockholders' equity for a Performance Period and the two
        preceding Performance Periods; provided, however, that the ROC




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        for the first Performance Period shall reflect only the 1997 financial
        results and the ROC for the second Performance Period shall reflect the
        average of the determinations from the 1997 and 1998 financial results.

        Rule 16b-3 means Rule 16b-3 under the Exchange Act.

        RSPP means this Union Camp Corporation Restricted Stock Performance
        Plan, as amended.

IV.     ELIGIBILITY AND PARTICIPATION

        Employees of the Company eligible for Awards under the RSPP shall be
        approved by the Chief Executive Officer of the Company from those
        employees who are in positions which enable them to make a material
        impact on the long-term performance of the Company or one of the
        Company's divisions or subsidiaries; provided, however, that an employee
        shall not be eligible hereunder until the Committee shall approve such
        employee as a Participant. All Participants will be notified of their
        participation in the RSPP.

V.      AWARD DETERMINATION

        Within the first ninety (90) days of each Performance Period, the
        Committee shall establish in writing an Award Level for each Participant
        which will be earned, in whole or in part, according to the Company's
        satisfaction of performance criteria for that Performance Period
        measured in terms of:

        (1)    Return on Capital at or above the median of a group of comparable
               forest products companies selected by the Committee for the
               purposes of the RSPP, and



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        (2)    Earnings Per Share for a Performance Period compared to a
               forecasted Earnings Per Share using a smoothed trendline
               reflecting the historic EPS performance of the Company.

        During each Performance Period, a Participant shall be eligible to
        receive an Award based upon his Award Level; provided, that a maximum of
        48% of Base Salary may be awarded based upon the Company's ROC for the
        Performance Period and a maximum of 32% of Base Salary may be awarded
        based upon the Company's Earnings Per Share for the Performance Period.
        Notwithstanding the foregoing, the maximum value of any Award that a
        Participant may receive under the RSPP for any Performance Period may
        not exceed $2,000,000.

        The Committee may not increase an Award above the maximum stated above
        but, except as provided in Section X hereof, the Committee may reduce
        (or not pay) Awards.

        Subject to Section X hereof, no Award shall be deemed to be earned, in
        whole or in part, unless and until notification shall be received by the
        Participant of the approval of the Award by the Committee.

VI.     PAYMENT OF AWARDS AND RESTRICTIONS

        Subject to Section X hereof, payment of Awards with respect to a
        Performance Period shall be made solely on account of the Company's
        satisfaction of performance criteria pursuant to Section V hereof for
        such Performance Period. Except as provided in Section X hereof, payment
        of all Awards shall be made as soon as practicable after the Award Date.
        Except as provided in Sections IX and X, Awards will be paid to
        Participants in shares of restricted Common Stock. The number of shares
        so paid will be determined by dividing the Award's dollar value by the
        average of



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        the high and low sales prices for Common Stock as reported on the
        Composite Tape for New York Stock Exchange issues on the Award Date;
        provided, however, that if no such prices are reported for such Award
        Date, the mean of the bid and asked prices on such exchange at the close
        of the market on the Award Date shall be used to determine the number of
        shares to be delivered.

        Awards of restricted stock will be subject to such restrictions
        determined by the Committee and as are set forth in a restricted stock
        agreement between the Company and the Participant. Restricted stock will
        be considered Common Stock issued with specified restrictions which
        render it nontransferable and subject to a substantial risk of
        forfeiture until the lapse of the applicable restrictions.
        Notwithstanding anything to the contrary contained herein, all
        restrictions on restricted stock shall lapse and such stock shall not be
        subject to forfeiture upon the occurrence of a Change in Control.

        A Participant shall be entitled to vote shares of restricted stock and
        shall be entitled to all dividends paid thereon, except that dividends
        paid in Common Stock or other property shall also be subject to the same
        restrictions. Participants are required to pay applicable taxes to the
        Company upon the expiration of the applicable restriction periods,
        unless paid prior to such time. Tax withholding obligations may be met
        by the withholding of Common Stock otherwise deliverable to the
        Participant pursuant to procedures approved by the Committee.

        All Awards of restricted stock are subject to such further applicable
        provisions as set forth in the 1989 Plan or such new stock option and/or
        stock award plan as may hereafter be adopted by the Company.



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VII.    SHARES SUBJECT TO THE RSPP

        Shares of Common Stock have been reserved for Awards under the RSPP in
        the 1989 Plan. A total of 5,678,039 shares of Common Stock, such number
        to be increased on January 1 in each year to and including 1999 by an
        amount equal to one percent (1%) of the outstanding shares of Common
        Stock on the immediately preceding December 31, are reserved for awards
        under the 1989 Plan, of which not more than twenty percent (20%) of such
        shares may be awarded under the RSPP.

VIII.   ADJUSTMENTS UPON CHANGES IN CAPITAL

        Notwithstanding any other provisions of the RSPP, upon changes in the
        Common Stock by a stock dividend, stock split, reverse split,
        subdivision, recapitalization, merger, consolidation (whether or not the
        Company is the surviving corporation), combination or exchange of
        shares, separation, reorganization or liquidation, the Committee shall
        have the power to make such adjustments as it deems appropriate to the
        class and maximum number of shares of Common Stock or other shares or
        property (including cash) which may be awarded under the RSPP; and the
        restricted stock agreements under the RSPP may contain such provisions
        as the Committee shall deem appropriate for adjustments upon any such
        event of change; provided, however, that no such adjustments shall be
        made in the case of stock dividends aggregating in any fiscal year of
        the Company not more than 10% of the Common Stock issued and outstanding
        at the beginning of such year or in the case of one or more splits,
        subdivisions or combinations of the Common Stock during any fiscal year
        of the Company resulting in an increase or decrease of not more than 10%
        of the Common Stock issued and outstanding at the beginning of such
        year.



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IX.     TERMINATION OF EMPLOYMENT

        Subject to Section X hereof, a Participant whose employment with the
        Company terminates prior to the end of a Performance Period shall
        forfeit all rights to Awards under the RSPP for the current or
        subsequent Performance Periods, unless the Committee determines
        otherwise after the performance criteria for such Performance Period
        have been satisfied.

        A Participant who terminates employment with the Company prior to the
        end of a Performance Period without being subject to the forfeiture of
        an Award as described in the preceding paragraph shall (or in the case
        of the death of such a Participant, his designated representative or
        estate shall) receive, after the end of such Performance Period, a pro
        rata payment of any Award which would have been paid in accordance with
        Section VI hereof based upon the number of months (or portion thereof)
        that the Participant was employed during that Performance Period. In the
        event that a payment of an Award is made to a Participant (or to a
        Participant's designated representative or estate) under this paragraph,
        such payment shall be made in accordance with Section VI hereof, except
        that such an Award will be paid in shares of Common Stock that are not
        subject to forfeiture.

        No Award will be paid to a Participant whose employment with the Company
        or an affiliate is terminated for Cause.

X.      CHANGE IN CONTROL

        Upon the occurrence of a Change in Control, each Participant who
        continues in the employ of the Company for the duration of the
        Performance Period during which such Change in Control occurs shall be
        entitled



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        to receive an Award (payable in cash) in the amount of such
        Participant's Award Level for such Performance Period; and provided
        further that the amount of such Award may not be increased or,
        notwithstanding its authority under Section V, reduced by the Committee.

        Notwithstanding anything contained in the RSPP to the contrary, if a
        Participant terminates employment for Good Reason, or if a Participant's
        employment is terminated by the Company other than for Cause, prior to
        the end of the Performance Period in which a Change in Control occurs,
        such Participant shall be entitled to receive from the Company an Award
        (payable in cash) determined by multiplying the product of (i) the
        fraction resulting from dividing the number of days which the
        Participant was employed during the Performance Period by three hundred
        and sixty-five (365) and (ii) the Participant's Award Level for such
        Performance Period. Any Award to which a Participant becomes entitled
        pursuant to this paragraph shall be paid to the Participant no later
        than the fifth day after the date of his termination of employment.

XI.     MISCELLANEOUS

        Within the limitations set forth herein, the Company may adopt and, as
        appropriate, revise the procedures necessary to implement the terms and
        conditions of the RSPP.

        The RSPP does not constitute a contract of employment and the Company
        specifically reserves its right to terminate a Participant's employment
        at any time, with or without Cause, and with or without notice or
        assigning a reason.

        Participation in the RSPP for a Performance Period does not imply or
        preclude the awarding of incentives for any subsequent Performance
        Period.



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        Except as provided in Section X hereof, in no event shall a Participant
        draw upon or have any right to payments which may be earned under the
        RSPP until the end of the Performance Period and determination of Award
        payments.

        Participants who have accrued rights to payments under the RSPP shall be
        general creditors of the Company and shall not have any interest in the
        income or assets of the Company. Rights to Awards may not be assigned,
        used as collateral or otherwise transferred or disposed of voluntarily
        or involuntarily without the Company's prior written consent.

        The RSPP, and any agreements entered into or Awards made hereunder shall
        be governed by the laws of the State of New Jersey, except to the extent
        preempted by the laws of the United States.

        Neither the adoption of the RSPP nor anything contained herein shall
        affect any other compensation or incentive plans or arrangements of the
        Company, or prevent or limit the right of the Company to establish any
        other forms of incentives or compensation for its employees, consultants
        or directors.

XII.    AMENDMENT AND TERMINATION

        Subject to the provisions of Section X hereof, the Committee shall have
        the power, in its sole discretion, to amend or terminate the RSPP at any
        time, except that no such action shall increase the number of shares of
        stock reserved for the RSPP, (except as specified in Section VII hereof)
        nor adversely affect the rights of a Participant to receive an Award
        after written notification of participation with respect to a
        Performance Period, without the written consent of the affected




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        Participant. The foregoing, however, shall not be deemed a limitation of
        the Committee's authority pursuant to Section V hereof to reduce (or not
        to pay) Awards.

XIII.   EFFECTIVE DATE

        The RSPP shall become effective as of the Effective Date, provided that
        in no event shall any payments be made under the RSPP before the RSPP
        has been disclosed to, and approved in a separate vote by a majority of
        the votes cast on the issue by, the Company's stockholders.

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