Exhibit 10

          AWARD AGREEMENT dated as of September 10, 1996 (the "AWARD 
AGREEMENT") between FORT HOWARD CORPORATION, a Delaware corporation (the 
"COMPANY"), and the other party signatory hereto (the "PARTICIPANT").

          WHEREAS, the Participant is currently an officer or key employee of 
the Company or one of its Subsidiaries and, pursuant to the Company's 1995 
Stock Incentive Plan (the "PLAN") and upon the terms and subject to the 
conditions hereinafter set forth, the Company desires to provide the 
Participant with an additional incentive to remain in its employ or the employ 
of one of its Subsidiaries and to increase his or her interest in the success 
of the Company by granting to the Participant (i) a Restricted Stock Award 
consisting of restricted shares (the "RESTRICTED SHARES") of Common Stock, par 
value $.01 per share, of the Company (the "COMMON STOCK") and (ii) a Stock 
Equivalent Award consisting of units relating to shares of Common Stock (the 
"STOCK EQUIVALENTS");

          NOW, THEREFORE, in consideration of the covenants and agreements 
herein contained, the parties hereto agree as follows:

          1.  DEFINITIONS; INCORPORATION OF PLAN TERMS.  Capitalized terms 
used herein without definition shall have the meanings assigned to them in the 
Plan, a copy of which is attached hereto.  This Award Agreement, the 
Restricted Shares and the Stock Equivalents shall be subject to the Plan, the 
terms of which are hereby incorporated herein by reference, and in the event 
of any conflict or inconsistency between the Plan and this Award Agreement, 
the Plan shall govern.  The date of grant with respect to the Restricted 
Shares and the Stock Equivalents (the "DATE OF GRANT") shall be the date 
specified at the foot of the signature page hereof.

          2.  GRANT OF RESTRICTED SHARES.  Subject to the terms and conditions 
contained herein and in the Plan, the Company hereby grants to the 
Participant, effective as of the Date of Grant, the number of Restricted 
Shares specified at the foot of the signature page hereof.

          3.  TERMS AND CONDITIONS OF RESTRICTED SHARES.  The Restricted 
Shares evidenced hereby are subject to the following terms and conditions:

          (a)  RESTRICTION PERIOD.  Subject to the terms and conditions 
     contained herein and in the Plan, none of the Restricted Shares may be 
     sold, assigned, transferred, pledged, encumbered or otherwise disposed of 
     prior to the Vesting Date (as defined below) applicable to such 
     Restricted Shares.

          (b)  LAPSE OF RESTRICTIONS.  (i)  Unless previously vested or 
     forfeited in accordance with the terms of the Plan or this Award 
     Agreement, 20% of the Participant's Restricted Shares shall vest and the 
     restrictions thereon shall lapse as of each of the first five 
     anniversaries of the Date of Grant (each, a "VESTING DATE") so long as 
     the Participant has remained in the continuous employment of the Company 
     or any of its Subsidiaries through the applicable Vesting Date; PROVIDED, 
     HOWEVER, that in the event of the death or Disability of the Participant, 
     or a termination of the Participant's employment by the Company or any of 
     its Subsidiaries without Cause (as such term is defined in Section 6), 
     100% of the Participant's Restricted Shares shall vest and the 
     restrictions thereon shall lapse as of the date of death, Disability or 
     termination; PROVIDED FURTHER, HOWEVER, that under no circumstances shall 
     any of the Restricted Shares vest, or the restrictions thereon lapse, 
     during the first six months after the Date of Grant.  In the event of a 
     Change in Control and except as the Committee (as constituted immediately 
     prior to such Change in Control) may otherwise determine in its sole 
     discretion, all of the Participant's Restricted Shares, whether or not 
     vested (other than any Restricted Shares granted within six months of 
     such Change in Control), shall become fully vested and all restrictions 
     thereon shall lapse as of the date of the Change in Control.

          (ii)  Upon termination of the Participant's employment with the 
     Company or any of its Subsidiaries for any reason, any Restricted Shares 
     which have not theretofore vested (and which do not vest by reason of 
     such termination of employment) shall be forfeited without any 
     consideration being paid therefor.  Notwithstanding any other provision 
     in this Award Agreement, in the event that the Participant's employment 
     with the Company or any of its Subsidiaries terminates for any reason 
     within six months of the Date of Grant, the Participant's Restricted 
     Shares shall be forfeited as of the date of such termination without any 
     consideration being paid therefor.

          (c)  ISSUANCE OF CERTIFICATE.  A certificate or certificates in 
     respect of the Participant's Restricted Shares shall be registered in the 
     Participant's name as of the Date of Grant but shall be held in custody 
     by the Company until the restrictions thereon shall have lapsed, and, as 
     a condition of the Restricted Stock Award, the Participant shall have 
     delivered a stock power, endorsed in blank, relating to the Common Stock 
     covered by such Award.  Each such certificate shall be registered in the 
     name of such Participant, and shall bear a legend in substantially the 
     following form as determined by the Committee:

          THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO 
          THE FORT HOWARD CORPORATION 1995 STOCK INCENTIVE PLAN AND ARE 
          SUBJECT TO THE TERMS AND CONDITIONS THEREOF AND OF AN AWARD 
          AGREEMENT BETWEEN FORT HOWARD CORPORATION AND THE BENEFICIAL OWNER 
          HEREOF, INCLUDING RESTRICTIONS ON SALE, TRANSFER AND ENCUMBRANCE.

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT 
          REGISTRATION UNDER THE SECURITIES ACT OF 1933.  UNLESS FORT HOWARD 
          CORPORATION DETERMINES OTHERWISE, NO TRANSFER OF SUCH SECURITIES MAY 
          BE MADE WITHOUT AN OPINION OF COUNSEL, SATISFACTORY TO FORT HOWARD 
          CORPORATION, THAT SUCH TRANSFER MAY PROPERLY BE MADE WITHOUT 
          REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THAT SUCH 
          SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT 
          WHICH IS IN EFFECT AT THE DATE OF SUCH TRANSFER.

          COPIES OF THE 1995 STOCK INCENTIVE PLAN AND THE AWARD AGREEMENT ARE 
          ON FILE AT THE OFFICE OF THE SECRETARY AND MAY BE INSPECTED DURING 
          NORMAL BUSINESS HOURS.

          (d)  RIGHTS AS SHAREHOLDER.  The Participant shall have, with 
     respect to the Restricted Shares, all of the rights of a shareholder of 
     the Company, including the right to vote the shares and the right to 
     receive any cash dividends.  Stock dividends issued with respect to the 
     Restricted Shares shall be treated as additional shares under the 
     Participant's Restricted Stock Award and shall be subject to the same 
     restrictions and other terms and conditions that apply to the Restricted 
     Shares with respect to which such dividends are issued.

          4.  GRANT OF STOCK EQUIVALENTS.  Subject to the terms and conditions 
contained herein and in the Plan, the Company hereby grants to the 
Participant, effective as of the Date of Grant, the number of Stock 
Equivalents specified at the foot of the signature page hereof.

          5.  TERMS AND CONDITIONS OF STOCK EQUIVALENTS.  The Stock 
Equivalents evidenced hereby are subject to the following terms and 
conditions:

          (a)  GENERAL.  Subject to the terms and conditions contained herein 
     and in the Plan, each Stock Equivalent shall represent the unfunded and 
     unsecured promise of the Company to pay an amount in cash equal to the 
     Fair Market Value of a share of Common Stock.  The Participant, as a 
     holder of such Stock Equivalents, has only the rights of a general 
     unsecured creditor of the Company.

          (b)  VESTING  (i)  Unless previously vested or forfeited in 
     accordance with the terms of the Plan or this Award Agreement, 20% of 
     the Participant's Stock Equivalents shall vest as of each Vesting Date so 
     long as the Participant has remained in the continuous employment of the 
     Company or any of its Subsidiaries through the applicable Vesting Date; 
     PROVIDED, HOWEVER, that in the event of the death or Disability of the 
     Participant, or a termination of the Participant's employment by the 
     Company or any of its Subsidiaries without Cause, 100% of the 
     Participant's Stock Equivalents shall vest as of the date of death, 
     Disability or termination; PROVIDED FURTHER, HOWEVER, that no Stock 
     Equivalent shall under any circumstances vest during the first six months 
     after the Date of Grant.  In the event of a Change in Control and except 
     as the Committee (as constituted immediately prior to such Change in 
     Control) may otherwise determine in its sole discretion, all of the 
     Participant's Stock Equivalents, whether or not vested (other than any 
     Stock Equivalent granted within six months of such Change in Control), 
     shall become fully vested as of the date of the Change in Control.

          (ii)  Upon termination of the Participant's employment with the 
     Company or any of its Subsidiaries for any reason, any Stock Equivalents 
     which have not theretofore vested (and which do not vest by reason of 
     such termination of employment) shall terminate and be cancelled without 
     any consideration being paid therefor.  Notwithstanding any other 
     provision in this Award Agreement, in the event that the Participant's 
     employment with the Company or any of its Subsidiaries terminates for any 
     reason within six months of the Date of Grant, the Participant's Stock 
     Equivalents shall terminate and be cancelled as of the date of such 
     termination without any consideration being paid therefor.

          (c)  PAYMENT.  Subject to the terms and conditions contained herein 
     and in the Plan, the Company shall settle the Participant's Stock 
     Equivalents as promptly as practicable after the applicable Vesting Date 
     (or such earlier date upon which such Stock Equivalents vest pursuant to 
     Section 5(b)(i)) by payment to the Participant of an amount in cash equal 
     to (i) the Fair Market Value of a share of Common Stock as of the 
     applicable Vesting Date (or such earlier date upon which such Stock 
     Equivalents vest pursuant to Section 5(b)(i)) multiplied by (ii) the 
     number of Stock Equivalents that became vested as of such Vesting Date 
     (or such earlier date upon which such Stock Equivalents vest pursuant to 
     Section 5(b)(i)).

          (d)  CERTAIN RESTRICTIONS.  None of the Stock Equivalents or any 
     rights or interests therein may be sold, transferred, assigned, pledged, 
     or otherwise encumbered or disposed of, except by will or the laws of 
     descent and distribution or pursuant to a "qualified domestic relations 
     order" as defined in the Code or Title I of the Employee Retirement 
     Income Security Act of 1974, as amended, and the rules and regulations 
     thereunder.  During the Participant's lifetime, payment in settlement of 
     a Stock Equivalent shall be made only to the Participant (or an 
     "alternate payee" under a "qualified domestic relations order" as defined 
     in the Code or Title I of the Employee Retirement Income Security Act of 
     1974, as amended, and the rules and regulations thereunder).  Each 
     transferee of a Stock Equivalent pursuant to a qualified domestic 
     relations order shall, as a condition to the transfer thereof, execute an 
     agreement pursuant to which it shall become a party to this Award 
     Agreement.

          (e)  NO RIGHTS AS A SHAREHOLDER.  The Participant shall have no 
     rights as a shareholder with respect to any Stock Equivalent.

          6.  CAUSE.  For purposes of this Award Agreement, "CAUSE" (i) has 
the meaning specified in an employment agreement applicable to the 
Participant, or (ii) in the event the Participant does not have an employment 
agreement that defines "Cause", means the occurrence of any of the following 
circumstances:

          (A)  the wilful and continued failure by the Participant to 
     substantially perform his or her duties with the Company in his or her 
     established position on a full-time basis (other than any such failure 
     resulting from Disability) after a written demand for substantial 
     performance is delivered to the Participant by the Board, which demand 
     specifically identifies the manner in which the Board believes that he or 
     she has not substantially performed such duties;

          (B)  the wilful engaging by the Participant in conduct which is 
     significantly injurious to the Company, monetarily or otherwise, after a 
     written demand for cessation of such conduct is delivered to the 
     Participant by the Board, which demand specifically identifies the manner 
     in which the Board believes that the Participant has engaged in such 
     conduct and the injury to the Company;

          (C)  the conviction of the Participant of a crime involving moral 
     turpitude; or

          (D)  the Participant's abuse of illegal drugs or other controlled 
     substances or habitual intoxication.

For purposes of the foregoing definition of "Cause", no act, or failure to 
act, on the part of the Participant shall be deemed wilful unless knowingly 
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 interests of 
the Company.

          7.  REPRESENTATIONS AND WARRANTIES.  The Participant is aware of and 
familiar with the restrictions imposed on the transfer of any Restricted 
Shares or Stock Equivalents, including, without limitation, those imposed by 
the Securities Act of 1933, as amended, and any applicable state "blue sky" 
laws.  The Participant represents that this Award Agreement has been duly 
executed and delivered by the Participant and constitutes a legal, valid and 
binding agreement of the Participant, enforceable against the Participant in 
accordance with its terms, except as limited by any applicable bankruptcy, 
insolvency, reorganization, moratorium or similar law affecting creditors' 
rights generally and by general principles of equity.

          8.  ENGAGING IN COMPETITION WITH THE COMPANY.  (i)  For a period of 
two years from the date of termination of the employment of the Participant 
with the Company or any direct or indirect Subsidiary of the Company, the 
Participant shall not become an employee, owner (except for passive 
investments of not more than three percent of the outstanding shares of, or 
any other equity interest in any company or entity listed or traded on a 
national securities exchange or in an over-the-counter securities market), 
officer, agent or director of any firm or Person which either directly 
competes with a line or lines of business of the Company or any Subsidiary 
accounting for ten percent (10%) or more of the Company's or such Subsidiary's 
gross sales, revenues or earnings before taxes or derives ten percent (10%) or 
more of such firm's or Person's gross sales, revenues or earnings before taxes 
from a line or lines of business which directly competes with the Company or 
any Subsidiary.  In the event of a breach by the Participant of the non-
compete provisions set forth in the first sentence of this Section 8(i) (or 
the provisions of Section 8(ii) below), the Committee, in its sole discretion, 
may require that the Participant promptly pay to the Company, in the case of 
any Restricted Shares that vest within six (6) months of such termination of 
employment, an amount in cash equal to the Fair Market Value of a share of 
Common Stock on the date of vesting of such Restricted Shares multiplied by 
the number of Restricted Shares that so vested.  If, in any judicial 
proceeding, a court shall refuse to enforce all of the separate covenants 
deemed included in the first sentence of this Section 8(i), the Company and 
the Participant intend that those of such covenants which, if eliminated, 
would permit the remaining separate covenants to be enforced in such 
proceedings shall, for the purpose of such proceedings, be deemed eliminated 
from such provisions.

          (ii)  The Participant agrees to observe the terms of any 
     confidentiality, secrecy or other non-competition agreement that he or 
     she has previously entered into with the Company (the terms of which 
     shall be incorporated by reference into this Award Agreement) and agrees 
     that, in the event of any breach of any such agreement by the 
     Participant, he or she shall be subject to the provisions of the second 
     sentence of Section 8(i) above.

          9.   MISCELLANEOUS.

          (a)  NO RIGHTS TO GRANTS OR CONTINUED EMPLOYMENT.  The Participant 
     shall not have any claim or right to receive grants of Restricted Shares, 
     Stock Equivalents or other Awards under the Plan.  Nothing in the Plan or 
     in any Award or in this Award Agreement shall confer upon the Participant 
     any right to continued employment with the Company or any Subsidiary, as 
     the case may be, or interfere in any way with the right of the Company or 
     a Subsidiary to terminate the employment of the Participant at any time, 
     with or without cause.

          (b)  TAX WITHHOLDING.  It shall be a condition to the obligation of 
     the Company to deliver any certificates evidencing Common Stock pursuant 
     to the vesting of any Restricted Shares that the Participant pay to the 
     Company such amount as may be required by the Company for the purpose of 
     satisfying any federal, state, or local tax withholding requirements.  
     The Company shall also have the right to deduct from all cash payments 
     made pursuant to, or in connection with, any Stock Equivalents any 
     federal, state or local taxes required to be withheld with respect to 
     such payments.

          (c)  NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES.  
     Neither the Plan nor this Award Agreement shall affect or restrict in any 
     way the right or power of the Company or its shareholders to make or 
     authorize any adjustment, recapitalization, reorganization or other 
     change in the capital structure or business of the Company, or any merger 
     or consolidation of the Company, or any issue of stock or of options, 
     warrants or rights to purchase stock or of bonds, debentures, preferred 
     or prior preference stocks whose rights are superior to or affect the 
     Common Stock or the rights thereof or which are convertible into or 
     exchangeable for Common Stock, or the dissolution or liquidation of the 
     Company, or any sale or transfer of all or any part of the assets or 
     business of the Company, or any sale or transfer of all or any part of 
     its assets or business, or any other corporate act or proceeding, whether 
     of a similar character or otherwise.

          (d)  EXCHANGE ACT.  Notwithstanding anything contained in the Plan 
     or this Award Agreement to the contrary, if the consummation of any 
     transaction under the Plan or this Award Agreement would result in the 
     possible imposition of liability on the Participant pursuant to Section 
     16(b) of the Exchange Act, the Committee shall have the right, in its 
     sole discretion, but shall not be obligated, to defer such transaction to 
     the extent necessary to avoid such liability, but in no event for a 
     period in excess of 180 days.

          10.  SURVIVAL; ASSIGNMENT.  

          (a)  All agreements, representations and warranties made herein and 
     in any certificates delivered pursuant hereto shall survive the issuance 
     to the Participant of the Restricted Shares, the Stock Equivalents and 
     any shares of Common Stock and, notwithstanding any investigation 
     heretofore or hereafter made by the Participant or the Company or on the 
     Participant's or the Company's behalf, shall continue in full force and 
     effect.  Except as expressly provided in the Plan or this Award 
     Agreement, the Participant may not assign any of his rights hereunder.  
     Whenever in this Agreement any of the parties hereto is referred to, such
     reference shall be deemed to include the heirs and permitted successors 
     and assigns of such party; and all agreements herein by or on behalf of 
     the Company, or by or on behalf of the Participant, shall bind and inure 
     to the benefit of the heirs and permitted successors and assigns of such 
     parties hereto.  

          (b)  The Company shall have the right to assign to any of its 
     affiliates any of its rights, or to delegate to any of its affiliates any 
     of its obligations, under this Award Agreement.

          11.  CERTAIN REMEDIES.  Without intending to limit the remedies 
available to the Company, the Participant agrees that damages at law will be 
an insufficient remedy in the event the Participant violates the terms of this 
Award Agreement.  The Participant agrees that the Company may apply for and 
have injunctive or other equitable relief in any court of competent 
jurisdiction to restrain the breach or threatened breach of, or otherwise 
specifically to enforce, any of the provisions hereof. 

          12.  ARBITRATION.  Any dispute or controversy arising under or in 
connection with this Award Agreement shall be settled exclusively by 
arbitration in a location mutually agreed to by the Company and the 
Participant before one arbitrator of exemplary qualifications and stature who 
shall be jointly selected by the Company and the Participant, or if the 
Company and the Participant cannot agree on the selection of the arbitrator, 
such arbitrator shall be selected by the American Arbitration Association.  
The parties agree to use their best efforts to cause (i) the arbitrator to be 
appointed within 30 days of the date that either party hereto notifies the 
other party that a dispute or controversy exists that necessitates the 
appointment of an arbitrator, and (ii) any arbitration hearing to be held 
within 30 days of the date of selection of the arbitrator and, as a condition 
to his or her selection, such arbitrator must consent to be available for a 
hearing at such time.  Judgment may be entered on the arbitrator's award in 
any court having jurisdiction.  The parties hereto also agree that the 
arbitrator shall be empowered to enter an equitable decree mandating specific 
enforcement of the terms of this Award Agreement.  The Company shall bear all 
expenses of the arbitrator incurred in any arbitration hereunder, PROVIDED 
that in the event that the Participant seeks arbitration and the arbitrator 
determines that such claims are frivolous in nature or were not brought or 
pursued in good faith, the Participant will promptly reimburse the Company for 
all amounts paid by the Company for such expenses.  Each party hereto will pay 
its own legal fees in connection with any such arbitration.

          13.  NOTICES.  All notices and other communications provided for 
herein shall be in writing and shall be delivered by hand or sent by certified 
or registered mail, return receipt requested, postage prepaid, addressed, if 
to the Participant, to his attention at the mailing address set forth at the 
foot of this Award Agreement (or to such other address as the Participant 
shall have specified to the Company in writing) and, if to the Company, to it 
at 1919 South Broadway, Green Bay, Wisconsin 54304, Attention:  Secretary.  
All such notices shall be conclusively deemed to be received and shall be 
effective, if sent by hand delivery, upon receipt, or if sent by registered or 
certified mail, on the fifth day after the day on which such notice is mailed.

          14.  WAIVER.  The waiver by either party of compliance with any 
provision of this Award Agreement by the other party shall not operate or be 
construed as a waiver of any other provision of this Award Agreement, or of 
any subsequent breach by such party of a provision of this Award Agreement.  

          15.  ENTIRE AGREEMENT; GOVERNING LAW.  This Award Agreement and the 
Plan set forth the entire agreement and understanding between the parties 
hereto and supersede all prior agreements and understandings relating to the 
subject matter hereof.  This Award Agreement may be executed in one or more 
counterparts, each of which shall be deemed to be an original, but all such 
counterparts shall together constitute one and the same agreement.  The 
headings of sections and subsections herein are included solely for 
convenience of reference and shall not affect the meaning of any of the 
provisions of this Award Agreement.  This Award Agreement shall be governed 
by, and construed in accordance with, the laws of the State of Wisconsin 
without giving effect to conflicts of law principles.

          IN WITNESS WHEREOF, the Company has caused this Award Agreement to 
be executed by its duly authorized officer and the Participant has executed 
this Award Agreement, both as of the day and year first above written.

                                    FORT HOWARD CORPORATION

                                    By:  /s/ James W. Nellen II
                                    ------------------------------------------
                                    Name: James W. Nellen II
                                    Title:  Vice President and Secretary


                                    PARTICIPANT

                                    /s/ Michael T. Riordan
                                    ------------------------------------------
                                    Name:  Michael T. Riordan
                                    Address:

Number of Restricted Shares:  12,000
                              ------

Number of Stock Equivalents:   8,000
                              ------

Date of Grant:  September 10, 1996