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                                                                   EXHIBIT 10.33

                  AMENDMENT EFFECTIVE AS OF SEPTEMBER 19, 1991
                         TO OCTOBER 18, 1990 AGREEMENT
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     This Agreement between Champion International Corporation, a New York
corporation (the "Company"), and L. Scott Barnard (the "Executive") is effective
as of September 19, 1991.
     WHEREAS, the Company and the Executive entered into an Agreement dated
October 18, 1990 (the "Agreement") relating to the employment of the Executive
by the Company; and
     WHEREAS, The Company and the Executive wish to amend the Agreement in order
to (1) provide that any benefits thereunder which constitute "parachute
payments" for Federal tax purposes be paid in an amount the net effect of which
is intended to result in the Executive receiving "parachute payments" from all
sources equal to the greater of (i) the total of the "parachute payments" from
all sources, less income taxes and any Federal excise tax thereon, and (ii) the
maximum amount of "parachute payments" that  can be paid without triggering such
Federal excise tax, less income taxes thereon; and (2) expressly allow the
Executive to engage the Company's independent consulting actuary to assist in
"parachute payment" determinations;
     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:
1.   Paragraph 14 of the Agreement is hereby amended in its entirety to read as
follows:
     "14. Parachute Tax
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(a)  Except in the specific circumstance hereinafter described in this paragraph
     14, the Company shall pay to the Executive the full amount to which he is
     entitled under this Agreement.
     (b)
          (i) If any payments or benefits received or to be received by the
     Executive under this  Agreement, or any other payments or benefits received
     or to be received by the Executive from the Company or any other person,
     constitute "parachute payments" within the meaning of Section 280G(b)(2) or
     any successor provision of the Code (such payments or benefits being
     hereinafter referred to as the "Parachute Payments"), and
          (ii) If the aggregate present value of the Parachute Payments from all
     sources, minus (A) any excise tax imposed under Section 4999 of the Code
     (or any similar tax that may hereafter be imposed) (the "Excise Tax") and
     (B) the net amount of federal, state and local income tax on such aggregate
     present value, would be less than the maximum amount of Parachute Payments
     from all sources that can be paid  without triggering the Excise Tax, after
     deduction of the net amount of federal, state and local income tax on such
     maximum amount, then
          (iii)  the Parachute Payments to be paid by the Company to the
     Executive under this Agreement shall be reduced to a lump sum amount (if
     any) such that the aggregate present value of the Parachute Payments from
     all sources is equal to the maximum amount of Parachute Payments that can
     be paid without triggering the Excise Tax.
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         Anything in this subparagraph 14(b) to the contrary notwithstanding, it
is understood and agreed that the amount to be paid by the Company to the
Executive pursuant to this subparagraph 14(b) in the specific circumstance
described herein may be less, but never more, than the amount to which he would
otherwise be entitled under this Agreement.
     (c) All matters to be determined pursuant to subparagraph 14(b) including,
without limitation, the existence or absence of any Parachute Payments, the
aggregate present value of any Parachute Payments, the amount of the Excise Tax
(if any), the net amount of federal, state and local income tax (assuming the
highest applicable marginal rate in each case), the maximum amount of Parachute
Payments that can be paid without triggering the Excise Tax, the amount of any
reduction in the Parachute Payments to be paid by the Company to the Executive
under this Agreement and the item or items (if any) to be reduced, shall be
determined by the Executive or, following his death, his beneficiary or
beneficiaries.  The specifics of such determination shall be delivered in
writing to the Company and to the trustee of the Trust referred to in
subparagraph 9(d)(ii) above at the time of the Executive's termination within
three years after a Change in Control, or as soon as practicable thereafter, by
the Executive or, following his death, his beneficiary or beneficiaries.  The
reasonable fees and expenses of such tax counsel and financial advisor as may
reasonably be called upon to assist the Executive or his beneficiary or
beneficiaries in the foregoing determinations shall be paid by the Company.
Without limiting the generality of the immediately preceding sentence, the
Executive or his beneficiary or beneficiaries may select as such financial
advisor Hewitt Associates or such other person or firm as may be serving at the
time as the Company's independent consulting actuary."
     2.  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 September 19, 1991.

                            CHAMPION INTERNATIONAL CORPORATION
                            By /s/ Andrew C. Sigler
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                               Chairman of the Board of Directors
Attest:
/s/ Lawrence A. Fox
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Secretary
                               /s/ L. Scott Barnard
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                               L. Scott Barnard


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