FORT JAMES CORPORATION
                             COMPENSATION COMMITTEE
                                UNAMIOUS CONSENT


                  WHEREAS, the Compensation  Committee of the Board of Directors
         has  determined  that it is necessary  and desirable to amend the James
         River  Corporation  of Virginia 1987 Stock Option Plan (1993  Amendment
         and Restatement) (the "Plan"), as permitted by Section 11 of the Plan.

                  NOW,  THEREFORE,  BE IT  RESOLVED,  effective  as of the  date
         hereof,  Section  6(b) of the Plan is  hereby  amended  by  adding  the
         following sentence at the end thereof:

                  "Notwithstanding  anything  in  the  Plan  or a  stock  option
                  agreement to the  contrary,  and except to the extent the Plan
                  or a stock option  agreement  provides for a longer  period of
                  exercise upon a termination of employment,  if a Participant's
                  employment is terminated by the  Participant's  employer other
                  than for cause,  or by the Participant for "Good Reason" under
                  an  employment  agreement (to the extent the  Participant  has
                  such an agreement),  in either case during the three (3) years
                  following a Change of  Control,  each  Option   held  by  such
                  Participant  may be  exercised  until the earlier of (1) three
                  (3)  years  following  the  Change  of  Control  and  (2)  the
                  expiration of the original term of the Option."

                  Except as expressly  modified hereby, the terms and provisions
         of the Plan shall remain full force and effect.

                  WHEREAS, the Compensation  Committee of the Board of Directors
         have  determined  that it is necessary  and desirable to amend the Fort
         James  Corporation 1996 Stock Incentive Plan (as Amended) (the "Plan"),
         as permitted by Section 14 of the Plan.

                  NOW,  THEREFORE,  BE IT  RESOLVED,  effective  as of the  date
         hereof,  Section  6(e) of the Plan is  hereby  amended  by  adding  the
         following sentence at the end thereof:

                  "Notwithstanding  anything  in  the  Plan  or a  stock  option
                  agreement to the  contrary,  and except to the extent the Plan
                  or a stock option  agreement  provides for a longer  period of
                  exercise upon a termination of employment,  if a Participant's
                  employment is terminated by the  Participant's  employer other
                  than for cause,  or by the Participant for "Good Reason" under
                  an  employment  agreement (to the extent the  Participant  has
                  such an agreement),  in either case during the three (3) years
                  following  a  Change  of  Control,  each  Option  held by such
                  Participant  may be  exercised  until the earlier of (1) three
                  (3)  years  following  the  Change  of  Control  and  (2)  the
                  expiration of the original term of the Option."

                  Except as expressly  modified hereby, the terms and provisions
         of the Plan shall remain full force and effect.


                  This Consent shall be effective as of July 13, 2000.


         By:/s/ Barbara L. Bowles                           July 18, 2000
                Barbara L. Bowles                                Date


         By:/s/ William T. Burgin                           August 4, 2000
                William T. Burgin                                Date


         By:/s/ Worley H. Clark, Jr.                        July 27, 2000
                Worley H. Clark, Jr.                             Date


         By:/s/ William V. Daniel                           July 17, 2000
                William V. Daniel                                Date


         By:/s/ Robert M. O'Neil                            July 17, 2000
                Robert M. O'Neil                                 Date


EX-10(b) RESTATED SUPPLEMENTAL RETIREMENT PLAN


                             FORT JAMES CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                               FOR MILES L. MARSH
                               (2000 Restatement)

1.  Purpose.  The  Plan  is an  amendment  and  restatement  of the  Fort  James
Corporation  Supplemental  Retirement  Plan for Miles L. Marsh  (previously  the
James River  Corporation of Virginia  Supplemental  Retirement Plan for Miles L.
Marsh),  originally  effective as of May 1, 1997 and  previously  restated as of
August 12,  1997.  The Plan is an  unfunded  deferred  compensation  arrangement
established  for the  benefit of Miles L. Marsh  ("Executive"),  one of a select
group of management or highly compensated employees.  The Plan is intended to be
exempt from the  participation,  vesting,  funding and fiduciary  responsibility
provisions of the Employee  Retirement  Income Security Act of 1974, as amended.
The Board has  determined  that the benefits to be paid to Executive  constitute
reasonable  compensation  for the  services  rendered and to be rendered by such
Executive.  This amendment and restatement is effective as of January 1, 1999 to
reflect changes to the Pension Plan.

2.   Definitions.  As used in the Plan, the following terms have the meanings
     indicated:
         (a)      "Actuarial  Equivalent"  means an amount or  benefit  equal in
                  value to the aggregate  amounts  expected to be received under
                  different  forms of  payment  based on  assumptions  as to the
                  occurrence  of future  events.  The future  events to be taken
                  into  account  are  mortality  for  Executive,  mortality  for
                  Beneficiaries,  and an interest discount for the time value of
                  money.  For this Plan, the actuarial  assumptions are the same
                  as those used to determine the  "Actuarial  Equivalent" in the
                  Pension  Plan at the time  that the  Actuarial  Equivalent  is
                  being determined.
         (b)      "Basic Benefit" means the lifetime annual benefit payable to
                  Executive pursuant to Section 3(a).
         (c)      "Beneficiary" means the person or entity who is to receive
                  benefits attributable to Executive under the Pension Plan
                  after Executive's death.
         (d)      "Board" means the Board of Directors of the Company.
         (e)      "Cause" means fraud or material  misappropriation with respect
                  to the business or assets of the Company;  persistent  refusal
                  or willful  failure of the Executive to perform his duties and
                  responsibilities  to the  Company  which  continues  after the
                  Executive  receives written notice of such refusal or failure;
                  willful  misconduct that materially harms or has the potential
                  to cause  material harm to the Company;  breach of a fiduciary
                  duty  which has a  material  adverse  effect  on the  Company;
                  conviction of a felony or crime involving moral turpitude;  or
                  the use of drugs or alcohol that  interferes  materially  with
                  the Executive's performance of his duties.
         (f)      "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 (the "Act")) 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 in advance of the
                           acquisition,  unless the  acquisition  results in a
                           Change of Control pursuant to subsection (ii) below.
                           For purposes of this  subsection,  a "person" means
                           an individual, entity or group, as that term is used
                           for purposes of the Act;
                  (ii)     any  tender  or  exchange  offer,   merger  or  other
                           business  combination,  sale of assets  or  contested
                           election,   or  any   combination  of  the  foregoing
                           transactions,   after  which  the  persons  who  were
                           directors  of the Company  before  such  transactions
                           cease  to  constitute  a  majority  of the  Board  of
                           Directors  of the  Company  or any  successor  to the
                           Company.
         (g)      "Code" means the Internal Revenue Code of 1986, as amended
                   from time to time, and regulations thereunder.
         (h)      "Committee" means the Compensation Committee of the Board.
         (i)      "Company" means Fort James Corporation or any successor by
                   merger or otherwise.
         (j)      "Compensation" means an amount equal to the sum of:
                  (i)      twelve times Executive's monthly salary at the
                           highest rate in effect during the Plan Year in which
                           Executive Retires, and
                  (ii)     the highest  annual bonus paid with respect to any of
                           the five years  prior to the year in which  Executive
                           Retires.
                  The term  "Compensation"  does not include  income  recognized
                  upon the exercise of any stock  option  granted by the Company
                  or  any   subsidiary   of  the   Company,   and  any   Company
                  contributions  for benefits  under this Plan or any other plan
                  of  deferred  compensation  maintained  by the  Company or any
                  subsidiary of the Company.  The term  "Compensation" also does
                  not  include  special  allowances,  such  as  amounts  paid to
                  Executive  during  an  authorized  leave  of  absence,  moving
                  expenses,   car   expenses,   tuition   reimbursement,    meal
                  allowances,  the cost of excess  group life  insurance  income
                  includable  in taxable  income,  and similar  items.  The term
                  "Compensation"   includes   any   salary  or  cash   incentive
                  compensation  that Executive defers under any plan of deferred
                  compensation  maintained  by the Company or any  subsidiary of
                  the Company.
         (k)      "Employment   Agreement"   means  the  Amended  and   Restated
                  Employment Agreement between the Company and Executive,  dated
                  June 10, 1997 (or any successor agreement).
         (l)      "Normal  Retirement  Date"  means  the  first day of the month
                  coinciding  with or next following the date on which Executive
                  attains age 55.
         (m)      "Pension Benefit" means the benefit payable to Executive under
                  the Pension Plan as a single life annuity at Retirement.
         (n)      "Pension Plan" means the Fort James  Corporation  Pension Plan
                  for  Salaried  and Other  Non-Bargaining  Unit  Employees,  as
                  amended and in effect from time to time.
         (o)      "Plan" means the Fort James Corporation Supplemental
                   Retirement Plan for Miles L. Marsh.
         (p)      "Plan Year" means a calendar year.
         (q)      "Preretirement Death Benefit" means an amount payable to
                  Executive's surviving Spouse pursuant to Section 8 in the
                  event of Executive's death before his Retirement while
                  employed by the Company.
         (r)      "Retirement" or "Retires" means any termination of Executive's
                  employment for reasons other than death or Cause.
         (s)      "Service" means years of employment in years and completed
                  full months with the Company or any subsidiary of the Company.
         (t)      "Social Security Benefit" means the benefit payable to
                  Executive under the Social Security Act at the time of
                  Executive's Retirement.  The Social Security Benefit shall not
                  be adjusted for any earnings of Executive after Retirement or
                  for any cost of living increases to Executive's benefits under
                  the Social Security Act.  In computing the benefit offsets
                  pursuant to Section 3(c), if Executive becomes entitled to
                  benefits under this Plan before he is eligible to receive
                  benefits under the Social Security Act, his Social Security
                  Benefit means the amount of the benefit that will be payable
                  at the earliest date when benefits could become payable to
                  Executive under the Social Security Act, based solely on
                  amounts accrued or earned for purposes of the Social Security
                  Act at the time of Executive's Retirement, as determined by
                  the Committee.
         (u)      "Spouse" means the person who is Executive's "spouse," as such
                  term is defined in the Pension Plan.

3.       Benefits at Retirement.
         (a)      The Basic Benefit.  If Executive Retires,  he will be entitled
                  to receive a Basic  Benefit  which shall be a lifetime  annual
                  benefit  (payable  monthly)  beginning  on  the  date  of  his
                  Retirement that is equal to 50% of his  Compensation,  subject
                  to the adjustments and offsets  described in Section 3(b), (c)
                  and (d)  below.  If  Executive  Retires  at any time after his
                  Normal  Retirement  Date,  his Basic Benefit shall be at least
                  equal  to the  benefit  that he  would  have  received  had he
                  retired  as of his  Normal  Retirement  Date,  subject  to the
                  adjustments  and offsets  described in Section  3(b),  (c) and
                  (d).
         (b)      Service Adjustment. If at the time of Retirement Executive has
                  completed  fewer  than 6 years and 10 months of  Service,  the
                  amount of the Basic  Benefit  determined in Section 3(a) shall
                  be reduced  proportionately  to the extent that  Executive has
                  less  than 6 years  and 10 months  of  Service.  This  service
                  adjustment  shall  be made  prior  to the  benefit  offset  in
                  Section 3(c).
         (c)      Benefit  Offsets.  The amount of the Basic Benefit  determined
                  under  Sections 3(a) and (b) shall be offset by the sum of the
                  amount  of  Executive's  Pension  Benefit  and the  amount  of
                  Executive's Social Security Benefit.  The amount of offset for
                  Social  Security  Benefit  shall not affect the Basic  Benefit
                  until amounts are first payable to Executive  under the Social
                  Security Act.
         (d)      Form of Benefit  Adjustment.  If instead of a lifetime  annual
                  benefit  Executive  elects to receive the Basic Benefit in one
                  of the optional forms of payment  permitted  under the Pension
                  Plan  other  than a lump  sum,  the  Basic  Benefit  shall  be
                  actuarially  adjusted in accordance with the factors,  methods
                  and   assumptions   then  used  under  the  Pension  Plan  for
                  determining optional forms of benefit payments (an "Equivalent
                  Benefit"  as defined  in the  Pension  Plan).  If instead of a
                  lifetime annual benefit  Executive elects to receive the Basic
                  Benefit  as a lump sum,  the lump sum  shall be the  Actuarial
                  Equivalent of the Basic Benefit payable immediately.

4.       Commencement  and Form of Benefit.  Executive may elect when payment of
         his Basic Benefit will commence after  Retirement.  Executive may elect
         to have his  benefit  under  this  Plan paid in any one of the forms of
         payment  described in the Pension Plan.  Any election  shall be made at
         least  six  months  prior  to  the  date  of  payment.  If  payment  of
         Executive's  benefit is to commence before his Normal  Retirement Date,
         the amount  determined  under  Section 3 shall be further  adjusted  to
         reflect  the earlier  payment  commencement  date and longer  period of
         payment. If commencement of Executive's Basic Benefit occurs before his
         Normal  Retirement  Date,  his Basic  Benefit  will be  reduced  by the
         appropriate  percentage below (calculated monthly) based on Executive's
         age at commencement of his benefits.
                           Age                             Reduction Percentage
                           ---                             --------------------
                           54                                       4%

                           53                            additional 4%

                           52 or younger                 additional 6% per year

5.       Benefit Enhancements Upon Change of Control.  If a Change of Control
         occurs, the following adjustments and enhancements will apply:
         (a)      Benefit Accrual.  At Retirement, Executive will be credited
                  with an additional two full years of Service for purposes of
                  Section 3(b).
         (b)      Benefit Rate  Increase.  The Basic  Benefit  determined  under
                  Section  3(a)  shall be  increased  to (i)  105% of the  Basic
                  Benefit if  Executive  Retires at age 54, and (ii) 110% of the
                  Basic  Benefit  if  Executive  Retires  at or after his Normal
                  Retirement Date.
         (c)      Payment Reduction Factors.  If payment of Executive's benefit
                  begins before Executive has attained his Normal Retirement
                  Date, the reduction factors for early payment set forth in
                  Section 4 shall not apply.
         (d)      Lump Sum Payment.  The Actuarial Equivalent of the Basic
                  Benefit payable immediately shall be paid in a single lump
                  sum.
         (e)      No Forfeiture on Termination for Cause.  If Executive is
                  terminated for Cause, his rights under the Plan shall be
                  determined as if the termination were not for Cause.

6.       Service Crediting Upon Certain Terminations of Employment. If Executive
         experiences  a  termination  of  employment  which  under  the terms of
         Executive's Employment Agreement entitles Executive to be credited with
         additional  full years of  Service  for  purposes  of  calculating  the
         benefits payable to Executive under the Employment Agreement, Executive
         shall be credited with an identical number of full years of Service for
         purposes of calculating Executive's benefits under this Plan.

7.       Termination  of  Employment  for Cause.  If  Executive's  employment is
         terminated by the Company or a subsidiary of the Company for Cause,  as
         determined by the Committee,  and a Change of Control has not occurred,
         Executive's  rights  under the Plan  shall  immediately  terminate  and
         neither Executive nor his Spouse shall be entitled to any benefit under
         the Plan.

8.       Death Before Retirement/Preretirement Death Benefit.
         (a)      If  Executive  dies  before  Retirement  and  while  still  an
                  employee  of the  Company  or a  subsidiary  of  the  Company,
                  Executive's   Spouse   shall  be   entitled   to   receive   a
                  Preretirement  Death Benefit  beginning  with the first day of
                  the month  coinciding  with or next  following the date of the
                  Executive's  death.  The  Preretirement  Death  Benefit  is  a
                  lifetime annual benefit (payable  monthly) equal to 50% of the
                  Basic Benefit  (determined under Sections 3(a) and (b), before
                  the offset and adjustment under Section 3(c) and (d), and with
                  adjustments  and  enhancements   pursuant  to  Section  5,  if
                  applicable)  that would have been payable to Executive  had he
                  Retired the day before his death.
         (b)      The monthly  Preretirement  Death Benefit payment will then be
                  reduced  by an  amount  equal  to the  sum  of  the  surviving
                  Spouse's  preretirement monthly benefit when payable under the
                  Pension  Plan and the  Spouse's  monthly  benefit when payable
                  under the Social Security Act, as determined by the Committee.
                  If as to the Executive and his Spouse the preretirement  death
                  benefit  provisions  of the  Pension  Plan do not  apply,  the
                  Preretirement Death Benefit will be reduced at the time and in
                  the amount equal to the preretirement  death benefit under the
                  Pension  Plan that would have  otherwise  been  payable to the
                  Spouse if it had applied.
         (c)      The  surviving  Spouse may elect to receive the  Preretirement
                  Death Benefit as a lump sum that is the  Actuarial  Equivalent
                  of the Preretirement Death Benefit.  The election must be made
                  within six months of Executive's  death. The election shall be
                  subject  to  the  approval  of  the  Committee,  in  its  sole
                  discretion, based on the best interests of the Company.

9.       Exclusion  from  Supplemental  Benefit  Plan.  The benefit  provided to
         Executive  and his Spouse  under the Plan are in lieu of benefits  that
         might otherwise be available to Executive and his Spouse,  or either of
         them,  under the  Company's  Supplemental  Benefit  Plan (or any of its
         component  parts),  as amended and restated,  or as later amended,  and
         Executive's  participation  in  the  Plan  and  the  attendant  benefit
         available to Executive and his Spouse that thereby accrue,  constitutes
         a waiver of all his and his  Spouse's  rights  under  the  Supplemental
         Benefit Plan.

10.      Administration.
         (a)      This Plan shall be administered  by the Committee.  Subject to
                  the  Plan's  provisions,  the  Committee  may adopt  rules and
                  regulations  necessary  to  carry  out  the  Plan's  purposes,
                  including rules concerning the timing of elections for benefit
                  commencement  and benefit forms. The amount of and entitlement
                  to  the   payment  of   benefits   under,   and  the   general
                  administration  of, this Plan with respect to the  computation
                  and  entitlement  to  benefits  in  determining   offsets  and
                  adjustments  shall  be  determined  by the  provisions  of the
                  Pension Plan, and the rules,  regulations and  interpretations
                  adopted  in  administering   the  Pension  Plan.   Beneficiary
                  designations  made with respect to benefits  payable under the
                  Pension  Plan  shall  apply  to  this  Plan  unless  otherwise
                  specifically designated by the Executive.
         (b)      If for any  reason a  benefit  under the Plan is not paid when
                  due, the individual entitled to the benefit may file a written
                  claim  with the  Committee.  If the  claim is  denied or if no
                  response is  received  within 90 days (in which case the claim
                  will be deemed to have been denied), the individual may appeal
                  the denial to the Committee  within 60 days of the denial.  In
                  pursuing  an  appeal,  an  individual  may  request  that  the
                  Committee  review  the denial  and the  individual  may review
                  pertinent documents and submit issues and comments in writing.
                  A  decision  on appeal  will be made  within 60 days after the
                  appeal  is made,  unless  special  circumstances  require  the
                  Committee to extend the period for another 60 days.

11.      Restrictions  and  Transfer.  Any  benefits to which  Executive  or his
         Spouse or  Beneficiary  may  become  entitled  under  this Plan are not
         subject  in any manner to  anticipation,  alienation,  sale,  transfer,
         assignment,  pledge, or encumbrance,  and any attempt to do so is void.
         Benefits are not subject to  attachment or legal process for the debts,
         contracts, liabilities, engagements or torts of Executive or his Spouse
         or  Beneficiary.  This Plan does not give  Executive  or his  Spouse or
         Beneficiary any interest, lien, or claim against any specific assets of
         the Company, and they have only the rights of a general creditor of the
         Company.

12.      Amendment  and  Termination.  The Board may amend the Plan at any time;
         provided  that the Plan may not be  terminated  and no amendment may be
         made to the Plan that would adversely  affect the right of Executive or
         his Spouse or  Beneficiary to receive a benefit under the Plan or which
         would reduce the amount of any benefit  payable under the Plan,  unless
         Executive  (or his  Spouse or  Beneficiary  following  his  death)  has
         provided prior written consent to such termination or amendment.

13.      Method of Payment of Benefits.  The Company has the obligation to pay
         all benefits provided for in the Plan as they become due.  Without
         affecting its obligations to or rights of Executive under the Plan, the
          Company may establish a grantor trust (within the meaning of Sections
         671 through 679 of the Code) for Executive and deposit funds with the
         trustee of such trust for investment to provide the benefits to which
         the Executive (or the Executive's Spouse or Beneficiary) may be
         entitled under the Plan.  The funds deposited with the trustee or
         trustees of any such trust, and the earnings thereon, will be dedicated
         to the payment of the benefits under the Plan but shall remain subject
         to the claims of the general creditors of the Company.  The Company
         shall pay the expenses of establishing and maintaining such trust.
         When Executive (or Executive's Spouse or Beneficiary) becomes eligible
         for payment of benefits under the Plan, such benefits will be paid out
         of the trust fund or funds unless paid directly by the Company.

14.      Construction.  This Plan shall be construed in accordance with the laws
         of the Commonwealth of Virginia.  The headings in this Plan have been
         inserted for convenience of reference only and are to be ignored in any
         construction of the provision. If a provision of this Plan is not
         valid, that invalidity does not affect other provisions.

          WITNESS the following signatures.
                                        FORT JAMES CORPORATION


                                        By:/s/ Robert M. O'Neil
                                               Robert M. O'Neil,
                                               Chairman, Compensation Committee
Dated: August 17, 2000



                                        By:/s/ Miles L. Marsh
                                               Miles L. Marsh
Dated: August 16, 2000