Exhibit 10(b)  

                          REGISTRATION RIGHTS AGREEMENT


                  REGISTRATION RIGHTS AGREEMENT dated as of August 13, 1997 (the
"Agreement") among JAMES RIVER CORPORATION OF VIRGINIA,  a Virginia  corporation
(the  "Company") and the parties listed on the signature pages of this Agreement
(each a "Stockholder" and,  collectively,  the "Stockholders" and, together with
the Company, the "Parties") who will, as of the effective time of the Merger (as
defined below) be holders of shares of common stock,  par value $0.10 per share,
of the Company (the  "Common  Shares") in such number as set forth on Schedule I
to this Agreement.

                             PRELIMINARY STATEMENTS

                  WHEREAS,  James River Delaware,  Inc., a Delaware  Corporation
and wholly owned  subsidiary of the Company  ("Merger  Sub") will be merged (the
"Merger") with and into Fort Howard Corporation,  a Delaware  corporation ("Fort
Howard"), pursuant to an Agreement and Plan of Merger dated as of May 4, 1997 by
and among the Company, Merger Sub and Fort Howard (the "Merger Agreement");

                  WHEREAS, the Stockholders will receive the Common Shares 
pursuant to the Merger; and

                  WHEREAS,  it is a condition to the  obligations of the parties
to the Merger  Agreement to consummate the Merger that this Agreement be entered
into by the Parties concurrently with the closing under the Merger Agreement.

                  NOW,  THEREFORE,  in consideration  of the mutual  agreements,
provisions and covenants  contained in this Agreement,  the Parties hereby agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.  Definitions.  Terms used but not defined herein
are used herein as defined in the Merger Agreement. The following terms, as used
herein, have the following meanings:

(a)      the "Commission" means the Securities and Exchange Commission;

(b)      "Demand Registration" has the meaning specified in Section 2.02;

(c)      "Holder(s)"  means the  Stockholders and the transferees of Registrable
         Securities which are affiliates of such transferring Stockholder or, in
         the  case  of any  transfers  by  AT&T  Investment  Management  Co.,  a
         successor trust or the trust for a successor plan in connection with or
         following  the  reorganization  of the  pension  plans or trust of AT&T
         Corp. and Lucent Technologies Inc.;

(d)      "Piggyback Registration" has the meaning specified in Section 2.03;

(e)      "Pooling  Period" means the period  commencing at the effective time of
         the Merger and  continuing  until the date on which the  Company  first
         publishes  (in the form of a quarterly  earnings  report,  an effective
         registration  statement  filed  with the  Commission,  a report  to the
         Commission  on Form 10-K,  10-Q or 8-K, or any other  public  filing or
         announcement)   financial   results   covering  at  least  30  days  of
         post-Merger combined operations;

                                      E-7
<PAGE>

(f)      "Registrable  Securities" means (i) Common Shares issued or issuable in
         the  Merger  to the  Stockholders  at the  Effective  Time and (ii) any
         securities  issued or issuable in respect of such Common  Shares by way
         of  conversion,   exchange,   stock  dividend,  split  or  combination,
         recapitalization,   merger,  consolidation,   other  reorganization  or
         otherwise; and

(g)      "Subsidiary"  or  "Subsidiaries"  means any  corporation,  partnership,
         joint  venture or other legal entity of which the Company or such other
         person,  as the case may be (either  alone or through or together  with
         any other subsidiary), owns, directly or indirectly, 50% or more of the
         stock or other  equity  interests  the  holders of which are  generally
         entitled to vote for the  election of the Board of  Directors  or other
         governing body of such corporation or other legal entity.

                                   ARTICLE II

                               REGISTRATION RIGHTS

                  SECTION 2.01. Registrable Securities.  The registration rights
provided  herein  apply  to  Registrable  Securities,  but with  respect  to any
particular Registrable Security, only so long as such security continues to be a
Registrable  Security.  Any Registrable  Security will cease to be a Registrable
Security when (i) a registration  statement  covering such Registrable  Security
has been declared effective by the Commission and such Registrable  Security has
been disposed of pursuant to such effective registration  statement,  (ii) it is
sold  pursuant  to Rule 144  promulgated  under the  Securities  Act (or another
exemption from the  registration  requirements of the Securities  Act), (iii) it
has been otherwise transferred,  upon which transfer the Company has delivered a
new certificate or other evidence of ownership for such Registrable Security not
bearing the legend required  pursuant to Section 6.09(a) of the Merger Agreement
and it may be resold without  subsequent  registration  under the Securities Act
(or under any  appropriate  exemption) or any blue sky law then in force or (iv)
it shall have ceased to be outstanding.

                  SECTION 2.02. Demand Registration.  (a) At any time during the
first three years after the Effective Time ("Initial Demand Period"), any Holder
of Registrable Securities may request in writing that the Company register in an
underwritten  public  offering  under the  Securities  Act,  all or part of such
Holder's Registrable  Securities (a "Demand Registration") and the Company shall
thereupon promptly use its best efforts to effect,  subject to the next sentence
and the provisions of Subsection 2.02(c),  such Demand  Registration.  No Demand
Registration  shall be effected  until 30 days  following the end of the Pooling
Period  and  the  Company  shall  not  be  obligated  (i)  to  effect  a  Demand
Registration in the six-month period following a sale of Registrable  Securities
under a previous  Demand  Registration,  (ii) subject to Section 2.04, to effect
more than three Demand  Registrations  or (iii) to effect a Demand  Registration
with  respect  to less  than  $25,000,000  in  aggregate  fair  market  value of
Registrable  Securities  or such lesser  amount as shall  constitute  all of the
Registrable   Securities  then  held  by  the  Holders.  A  request  for  Demand
Registration  will  specify  the  number  of shares  of  Registrable  Securities
proposed  to be sold.  A  registration  will not count as a Demand  Registration
until the registration statement relating thereto has been declared effective by
the Commission.

(b)  Promptly  (but in no event more than 15 days)  after  receipt  of a request
for registration of Registrable  Securities  pursuant to Section 2.02(a) hereof,
the Company shall provide  notice of such request to all Holders of  Registrable
Securities  on the books of the  Company  other than those who made the  request
under  Section  2.02(a),  and each such  Holder  shall have the right,  within a
period of  fifteen  (15) days  after the date of such  notice,  to  request  the
Company to include in the offering to which the Demand Registration  relates all
or a portion of such Holder's Registrable Securities.
<PAGE>

(c) In the event that the  Holders  making a request to be  included in a Demand
Registration pursuant to Section 2.02(b) together with the Holders who requested
registration of Registrable  Securities  pursuant to Section 2.02(a) hereof (the
"Participating  Holders") have requested  registration of Registrable Securities
in excess of the Maximum Demand Amount (as hereinafter  defined), if applicable,
each Participating  Holder shall have the right to register up to such number of
such  Holder's  Registrable  Securities  which bears the same  proportion to the
Maximum  Demand  Amount  as all of the  Registrable  Securities  owned  by  such
Participating  Holder bears to the total number of Registrable  Securities owned
by  all  Participating  Holders  (hereinafter  referred  to  as a  Participating
Holder's  "Eligible  Securities").  To the extent that any Participating  Holder
does  not  elect  to have all or part of such  Participating  Holder's  Eligible
Securities included in the offering for which Demand Registration has been made,
the  Eligible  Securities  of the  other  Participating  Holders  who  elect  to
participate  in the offering  shall be increased pro rata based on the number of
Eligible Securities owned by each.

                  The  "Maximum  Demand  Amount"  means  the  maximum  number of
Registrable  Securities  that the managing  underwriter or  underwriters  of the
offering advise the Company may be included in such offering without  materially
and adversely affecting the success of the offering.

(d) A majority of the Holders  participating in the Demand  Registration,  shall
select the book-running and other managing  underwriters in connection with such
offering  and any  additional  investment  bankers  and  managers  to be used in
connection with the offering, in each case which are reasonably  satisfactory to
the Company.

(e) Notwithstanding any provision of this Agreement to the contrary,  if advised
by the managing underwriter or underwriters of an offering of securities for the
account of the Company,  the Company  shall not be required to effect a separate
registration  pursuant to this Section 2.02 during the period  starting with the
date of filing by the  Company  of, and ending on a date 60 days  following  the
effective date of, a registration  statement pertaining to such offering for the
account of the Company;  provided that the Company shall actively employ in good
faith all  reasonable  efforts to cause such  registration  statement  to become
effective as soon as possible thereafter.

                  SECTION 2.03.  Piggyback  Registration.  If during the Initial
Demand Period the Company  proposes to file a registration  statement  under the
Securities Act with respect to an offering of (or  including)  Common Shares (i)
for the Company's own account (other than a  registration  statement on Form S-4
or S-8 (or any substitute  form that may be adopted by the  Commission)) or (ii)
for the account of any holders of Common Shares other than the Holders, then the
Company shall give written notice of such proposed filing to the Holders as soon
as practicable (but in no event less than 30 days before the anticipated  filing
date), and such notice shall offer,  subject to the terms and conditions hereof,
the Holders the  opportunity  to register  such  Registrable  Securities  as the
Holders may request,  within 15 days after  receipt of such notice,  on the same
terms and  conditions as the Company's or such other  holders'  shares of Common
Stock (a "Piggyback Registration").
<PAGE>

                  SECTION  2.04.  Reduction  of  Offering.  (a)  Notwithstanding
anything  contained  herein to the  contrary,  if the  managing  underwriter  or
underwriters  of an offering  described in Section 2.02 or 2.03 shall advise the
Company that either (i) the size of the offering  that the Holders,  the Company
and any other persons intend to make or (ii) the  combination of securities that
the  Holders,  the  Company  and such  other  persons  intend to include in such
offering  are such that the  success of the  offering  would be  materially  and
adversely affected, then:

                  (A)  if the  size  of  the  offering  is  the  basis  of  such
         underwriter's  advice,  the  amount  of  Registrable  Securities  to be
         offered for the  account of the Holders  shall be reduced in the manner
         set forth in  Section  2.02(c) to the  extent  necessary  to reduce the
         total  amount of  securities  to be  included  in such  offering to the
         amount  recommended  by  such  managing  underwriter  or  underwriters;
         provided,  however, that (x) in the case of a Demand Registration,  the
         amount of  Registrable  Securities to be offered for the account of the
         Holders  shall be reduced  only after the  amount of  securities  to be
         offered for the account of the Company and such other  persons has been
         reduced  to zero and (y) in the case of a  Piggyback  Registration,  if
         securities  are being offered for the account of persons other than the
         Company,  then the  proportion by which the amount of such  Registrable
         Securities  intended  to be offered  for the  account of the Holders is
         reduced  shall not  exceed the  proportion  by which the amount of such
         securities intended to be offered for the account of such other persons
         is reduced; or

                  (B) if the  combination  of  securities  to be  offered is the
         basis of such underwriter's advice, then

                           (x)  in  the  case  of  a  Demand  Registration,  the
                  Registrable  Securities to be included in such offering  shall
                  be reduced as  described  in clause (A) above  (subject to the
                  proviso in clause (A)(x)) or

                           (y) in the  case  of a  Piggyback  Registration,  the
                  Registrable  Securities to be included in such offering  shall
                  be reduced as  described  in clause (A) above  (subject to the
                  proviso  in clause  (A)(y);  provided,  however,  that if such
                  reduction in the number of Registrable  Securities  would,  in
                  the judgment of the managing  underwriter,  be insufficient to
                  eliminate the adverse effect that inclusion of the Registrable
                  Securities  requested  to  be  included  would  have  on  such
                  offering,  such  Registrable  Securities will be excluded from
                  such offering.

                  (b) If there is any reduction or exclusion by more than 50% of
Registrable  Securities  pursuant  to Section  2.02(c) or this  Section  2.04 in
connection with any registration  requested  pursuant to Section  2.02(a),  such
registration shall not be deemed to be a Demand Registration for the purposes of
determining the maximum number of Demand  Registrations the Company is obligated
to effect.

                                   ARTICLE III

                             REGISTRATION PROCEDURES
     SECTION 3.01. Filings;  Information.  Subject to the limitations in Article
II, whenever the Holders  request that any Registrable  Securities be registered
pursuant to Section 2.02 hereof:

(a)      the Company will as expeditiously as practicable  prepare and file with
         the  Commission  a  registration  statement  on any form for  which the
         Company then  qualifies  and which  counsel for the Company  shall deem
         appropriate and available for the sale of the Registrable Securities to
         be  registered  thereunder in  accordance  with the intended  method of
         distribution  thereof,  and use its best  efforts  to cause  such filed
         registration  statement to become and remain  effective for a period of
         the lesser of 90 days and such period as is necessary to complete  such
         offering;
<PAGE>

(b)      the Company  will,  if  requested,  prior to filing  such  registration
         statement  or any  amendment  or  supplement  thereto,  furnish  to the
         Holders and each managing  underwriter,  if any,  copies  thereof,  and
         thereafter  furnish to the Holders and each such  underwriter,  if any,
         such number of copies of such  registration  statement,  each amendment
         and supplement thereto (in each case including all exhibits thereto and
         documents   incorporated  by  reference  therein)  and  the  prospectus
         included in such  registration  statement  (including each  preliminary
         prospectus) as the Holders or such  underwriter may reasonably  request
         in order to facilitate the sale of the Registrable Securities;

(c)      after the  filing  of the  registration  statement,  the  Company  will
         promptly  notify  the  Holders  of any stop  order  issued  or,  to the
         knowledge of the Company, threatened to be issued by the Commission and
         take all necessary  actions  required to prevent the entry of such stop
         order or to remove it if entered;

(d)      the Company will  endeavor to qualify the  Registrable  Securities  for
         offer and sale  under such  other  securities  or blue sky laws of such
         jurisdictions  in the  United  States as the  Holders  or the  managing
         underwriter, if any, reasonably (in light of the Holders' intended plan
         of distribution) requests; provided, however, that the Company will not
         be required to (i) qualify generally to do business in any jurisdiction
         where it would  not  otherwise  be  required  to  qualify  but for this
         paragraph (d), (ii) subject itself to taxation in any such jurisdiction
         or  (iii)   consent  to   general   service  of  process  in  any  such
         jurisdiction;

 (e)      the Company shall, as promptly as practicable,  notify the Holders, at
          any time when a  prospectus  relating  to the sale of the  Registrable
          Securities is required by law to be delivered in connection with sales
          by an underwriter or dealer,  of the occurrence of an event  requiring
          the  preparation  of a supplement  or amendment to such  prospectus so
          that, as thereafter  delivered to the  purchasers of such  Registrable
          Securities,  such prospectus will not contain an untrue statement of a
          material fact or omit to state any material fact required to be stated
          therein or necessary to make the statements  therein,  in the light of
          the circumstances  under which they were made, not misleading,  and as
          promptly  as  practicable  make  available  to the  Holders and to the
          underwriters any such supplement or amendment. The Holders agree that,
          upon  receipt of any notice from the Company of the  happening  of any
          event of the kind  described in the  preceding  sentence,  the Holders
          will  forthwith   discontinue   the  offer  and  sale  of  Registrable
          Securities  pursuant  to  the  registration  statement  covering  such
          Registrable   Securities   until   receipt   of  the  copies  of  such
          supplemented or amended prospectus and, if so directed by the Company,
          the  Holders  will  deliver  to the  Company  all  copies,  other than
          permanent  file copies then in the  Holders'  possession,  of the most
          recent prospectus covering such Registrable  Securities at the time of
          receipt  of such  notice.  In the event the  Company  shall  give such
          notice,  the  Company  shall  extend  the  period  during  which  such
          registration  statement  shall be maintained  effective as provided in
          Section  3.01(a)  hereof by the number of days  during the period from
          and  including  the date of the giving of such notice to the date when
          the  Company   shall  make  available  to Holders such supplemented or
          amended prospectus;
<PAGE>
 
 (f)      the  Company  will  enter  into  customary  agreements  (including  an
          underwriting  agreement in customary form) and take such other actions
          as are reasonably required in order to expedite or facilitate the sale
          of such  Registrable  Securities;  

 (g)      the  Company  will  furnish  to  the  Holders  and  to  each  managing
          underwriter,  if any, a signed  counterpart,  addressed to the Holders
          and each underwriter,  of (i) an opinion or opinions of counsel to the
          Company  (including a "Rule 10b-5"  opinion) and (ii) a comfort letter
          or comfort letters from the Company's  independent public accountants,
          each  in  customary  form  and  covering  such  matters  of  the  type
          customarily  covered by opinions or comfort letters  delivered to such
          parties;

(h)      commencing  within  three  months  after  the  effective  date  of  the
         registration  statement,  the Company will make generally  available to
         its  securityholders,  as soon as reasonably  practicable,  an earnings
         statement  covering a period of 12  months,  which  earnings  statement
         shall satisfy the provisions of Section 11(a) of the Securities Act and
         the rules and regulations of the Commission thereunder;

(i)      the  Company  will use its best  efforts  to cause  all  Common  Shares
         (including,  without  limitation,  all  Registrable  Securities)  to be
         listed on each securities exchange, if any, or the National Association
         of Securities  Dealers'  interdealer  quotation system on which similar
         securities issued by the Company are then listed; and

(j)      Management of the Company and the Participating  Holders will cooperate
         in the selling effort, and, if the Participating  Holders request,  the
         Company will  coordinate  and conduct a "road show" in connection  with
         such offering.

                  The Company  may  require  the Holders  promptly to furnish in
writing  to  the  Company  such  information  regarding  the  Holders'  plan  of
distribution of the Registrable  Securities and other information as the Company
may from  time to time  reasonably  request  or as may be  legally  required  in
connection with such registration.

                  SECTION 3.02.  Registration  Expenses.  In connection with any
Demand Registration or Piggyback Registration,  the Holders shall be responsible
for any  underwriting  discounts or commission that may be payable in connection
with  the sale of its  securities.  The  Company  will  pay all  other  expenses
incurred in connection with such  registration,  including,  but not limited to,
(i) all filing fees with the  Commission,  (ii) fees and expenses of  compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky  qualifications  of the  securities),  (iii)
printing  expenses,  (iv) the fees and expenses  incurred in connection with the
listing of the  securities,  (v) fees and  expenses of counsel  and  independent
certified  public  accountants  for the Company  (including  the expenses of any
comfort letters pursuant to Section 3.01(g) hereof) and (vi) the reasonable fees
and expenses of any  additional  experts  retained by the Company in  connection
with such  registration.  The Company shall also pay internal  Company  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal  or  accounting  duties)  relating  to  any  Demand
Registration or Piggyback Registration.
<PAGE>

                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

                  SECTION  4.01.  Indemnification  by the  Company.  The Company
agrees to indemnify and hold harmless each Holder,  its employees,  officers and
directors,  and each person, if any, who controls such Holder within the meaning
of either  Section 15 of the  Securities  Act or Section 20 of the  Exchange Act
from and against any and all losses,  claims,  damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained in
any registration  statement or prospectus relating to the Registrable Securities
(as amended or  supplemented  if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such losses,  claims,  damages or liabilities  are caused by any such
untrue  statement or omission or alleged untrue statement or omission based upon
information  furnished  in writing to the Company by or on behalf of such Holder
expressly  for use therein;  provided,  however,  that the  foregoing  indemnity
agreement  with  respect to any  preliminary  prospectus  shall not inure to the
benefit of any Holder if a copy of the current  prospectus was not provided to a
purchaser and such current prospectus would have cured the defect giving rise to
such loss,  claim,  damage or  liability  or for any sales  occurring  after the
Company has informed such Holder under Section 3.01(e) and prior to the delivery
by the Company of any  supplement or amendment to such  prospectus.  The Company
also agrees to indemnify any underwriters of the Registrable  Securities,  their
officers  and  directors  and each  person who  controls  such  underwriters  on
substantially  the same  basis  as that of the  indemnification  of the  Holders
provided in this Section 4.01.

                  SECTION  4.02.  Indemnification  by the  Holders.  Each Holder
agrees to indemnify and hold harmless the Company,  its officers and  directors,
and each person,  if any, who controls the Company  within the meaning of either
Section 15 of the  Securities  Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to the Holders, but only with
reference  to  information  furnished  in writing by or on behalf of such Holder
expressly for use in any  registration  statement or prospectus  relating to the
Registrable  Securities,   or  any  amendment  or  supplement  thereto,  or  any
preliminary  prospectus.  Each Holder also agrees to indemnify and hold harmless
underwriters  of the  Registrable  Securities,  their officers and directors and
each person who controls such  underwriters on  substantially  the same basis as
that of the indemnification of the Company provided in this Section 4.02.

                  Notwithstanding  anything to the  contrary in this  Agreement,
the  obligation of each Holder to indemnify  according to this Agreement will be
individual  to each Holder and will be limited to the net  proceeds  received by
such  Holder  from  the  sale  of  Registrable   Securities   pursuant  to  such
registration statement.
<PAGE>

                  SECTION 4.03. Conduct of Indemnification  Proceedings. In case
any proceeding  (including any governmental  investigation)  shall be instituted
involving  any person in respect of which  indemnity  may be sought  pursuant to
Section  4.01 or 4.02,  such person (the  "Indemnified  Party")  shall  promptly
notify the Person against whom such  indemnity may be sought (the  "Indemnifying
Party")  in  writing  and  the  Indemnifying  Party,  upon  the  request  of the
Indemnified  Party,  shall  retain  counsel  reasonably   satisfactory  to  such
Indemnified  Party to  represent  such  Indemnified  Party  and any  others  the
Indemnifying  Party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  Indemnified  Party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the Indemnifying  Party
shall not, in connection with any proceeding or related  proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
of  attorneys  (in  addition  to any  local  counsel)  at any  time for all such
Indemnified  Parties, and that all such fees and expenses shall be reimbursed as
they are incurred.  In the case of any such  separate  firm for the  Indemnified
Parties,  such firm shall be designated in writing by the  Indemnified  Parties.
The Indemnifying  Party shall not be liable for any settlement of any proceeding
effected  without its written consent,  but if settled with such consent,  or if
there be a final  judgment  for the  plaintiff,  the  Indemnifying  Party  shall
indemnify and hold harmless such  Indemnified  Parties from and against any loss
or  liability  (to the  extent  stated  above) by reason of such  settlement  or
judgment.

                  SECTION   4.04.   Contribution.   (a)   To  the   extent   any
indemnification  by an Indemnifying  Party to an Indemnified Party is prohibited
or  limited  by law,  the  Indemnifying  Party,  in lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses,  claims, damages or liabilities in
such  proportion  as is  appropriate  to  reflect  the  relative  fault  of  the
Indemnifying  Party and  Indemnified  Party in connection with the actions which
resulted in such losses,  claims,  damages or liabilities,  as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and  Indemnified  Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of material fact or omission or alleged  omission to state a material  fact, has
been made by, or relates to information  supplied by, such Indemnifying Party or
Indemnified  Party,  and such Parties'  relative  intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a Party as a result of the losses,  claims, damages or liabilities
referred to above shall be deemed to include any legal or other fees or expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

              (b) The Parties  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  4.04  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.
<PAGE>

                                    ARTICLE V

                                    COVENANT

                  SECTION  5.01.  The  Company  shall  cause  financial  results
covering the first full month of post-Merger combined operations to be published
within 90 days after the effective time of the Merger.

                                   ARTICLE VI

                                  MISCELLANEOUS

                  SECTION 6.01. Participation in Underwritten Registrations.  No
Holder may  participate in any  underwritten  registered  offering  contemplated
hereunder  unless  such  Holder (a) agrees to sell its  securities  on the basis
provided in any  underwriting  arrangements  and (b)  completes and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  hereof  and  of  such
underwriting arrangements.

                  SECTION 6.02. Rule 144. The Company covenants that it will use
its  best  efforts  to file any  reports  required  to be filed by it under  the
Securities Act and the Exchange Act and that it will take such further action as
the Holders may reasonably request, all to the extent required from time to time
to enable the Holders to sell Registrable  Securities without registration under
the Securities Act within the limitation of the exemptions  provided by Rule 144
under the Securities  Act, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission. Upon the request
of any  Holder,  the  Company  will  promptly  deliver to the  Holders a written
statement as to whether it has complied with such requirements.

                  SECTION  6.03.  Holdback  Agreement.  In  connection  with any
offering in which a Holder participates pursuant to this Agreement,  the Company
agrees (i) not to effect any public sale or  distribution  of any Common Shares,
or any securities  convertible  into or  exchangeable  or exercisable for Common
Shares (other than any such sale or distribution of such securities  pursuant to
registration of such securities on Form S-4 or S-8 or any successor forms or any
such sale or  distribution  of such  securities in connection with any merger or
consolidation  involving the Company or a Subsidiary or the  acquisition  by the
Company or a Subsidiary of the capital equity or substantially all of the assets
of any other  Person),  during  the 14 days  prior to,  and  during  the  period
recommended  by the  underwriter of such offering (but in no event more than 120
days) beginning on, the effective date of any  registration  statement except as
part of such  registration  statement and (ii) that any  agreement  entered into
after the date of this Agreement  pursuant to which the Company issues or agrees
to issue any privately  placed  securities shall contain a provision under which
holders of such  securities  agree not to effect any public sale or distribution
of any such securities  during the periods  described in (i) above, in each case
including a sale pursuant to Rule 144 (or any similar  provision  then in force)
under  the  Securities  Act  (except  as  part  of  any  such  registration,  if
permitted);  provided,  however,  that the provisions of this Section 6.03 shall
not prevent the conversion or exchange of any securities pursuant to their terms
into or for other securities.

                  SECTION 6.04.  Assignment.  The Stockholders shall be entitled
to assign the  registration  rights granted herein,  in whole or in part, to any
transferee of Registrable  Securities  which is an affiliate of the transferring
Stockholder  or, in the case of AT&T  Investment  Management  Co. is a successor
trust or the trust for a successor  plan in  connection  with or  following  the
reorganization  of  the  pension  plans  or  trust  of  AT&T  Corp.  and  Lucent
Technologies Inc.  provided that such Registrable  Securities do not cease being
Registrable  Securities  pursuant  to  Section  2.01 upon  consummation  of such
transfer.  Upon  such  assignment,  each  reference  in  this  Agreement  to the
"Stockholders" or the "Parties" shall be deemed to include the assignee.

                  SECTION 6.05. Termination.  This Agreement shall be terminated
upon the earlier to occur of (i) the sale of all  Registrable  Securities by the
Holders and (ii) the mutual  consent of the  Parties;  provided,  however,  that
Article IV shall survive such termination.
<PAGE>

          SECTION 6.06.  Notices.  (a) All notices,  requests,  claims,  demands
and other  communications  hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person,  by
cable,  telecopy,  telegram or telex or by registered or certified mail (postage
prepaid,  return receipt  requested) to the respective  Parties at the following
addresses  (or at such  other  address  for a Party as shall be  specified  in a
notice given in  accordance  with this Section 6.06) (with a copy, in each case,
to Shearman & Sterling,  599 Lexington Avenue,  New York, NY 10022,  Telecopier:
(212) 848-7179,  Attention: Faith D. Grossnickle,  Esq.): 

(a) if to the Company:
                           Fort James Corporation  
                           120 Tredegar  Street 
                           Richmond,  Virginia 23219  
                           Telecopier:  (804)343-4609 
                           Attention: Clifford A. Cutchins, IV
                          
with a copy to:

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, NY 10019
                           Telecopier No.:    (212) 403-2000
                           Attention:    Patricia A. Vlahakis, Esq.

(b) if to any of Morgan Stanley, Dean Witter, Discover & Co., Morgan Stanley
    Leveraged Equity Fund II,Inc.,Morgan Stanley Leveraged Equity Holdings, Inc.
    and Morgan Stanley Equity Investors, Inc.:

                           c/o Morgan Stanley Capital Partners
                           1221 Avenue of the Americas
                           New York, New York  10022
                           Telecopier:    (212) 762-6466
                           Attention:    Robert H. Niehaus

(c) if to Leeway & Co., as Nominee for the Long-Term Investment Trust:

                           c/o AT&T Investment Management Co.
                           Rm. lED 189
                           1 Oak Way
                           Berkeley Heights, New Jersey  07922-2724
                           Telecopier:    (908) 771-9613
                           Attention:    Lawrence M. Unrein

(d)      if to First Plaza Group Trust:

                           c/o General Motors Investment Management Co.
                           767 Fifth Avenue
                           New York, New York  10153
                           Telecopier:    (212) 418-3665
                           Attention:    Margaret M. Eisen

                           with a copy to:

                           Mellon Bank, N.A.
                           1 Mellon Bank Center
                           Pittsburgh, Pennsylvania  15258-0001
                           Telecopier:      (412) 236-4225
                           Attention:       Laurie A.  Adams
<PAGE>

                  SECTION 6.07. Amendments;  Waiver. (a) Subject to the terms of
Section 6.05 hereof,  this Agreement may not be amended or modified except by an
instrument  in  writing  signed  by, or on behalf  of,  the  Parties;  provided,
however,  that the Parties may (i) extend the time for the performance of any of
the  obligations or other acts of the other Party or (ii) waive  compliance with
any of the  agreements or conditions of the other Party  contained  herein.  Any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing  signed  by the  Party to be bound  thereby.  Any  waiver of any term or
condition  shall  not be  construed  as a waiver of any  subsequent  breach or a
subsequent  waiver of the same term or condition,  or a waiver of any other term
or condition,  of this Agreement.  The failure of any Party to assert any of its
rights hereunder shall not constitute a waiver of any such rights.

                  SECTION 6.08. Severability.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public  policy,  all other  conditions  and  provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the  transactions set forth in this Agreement is not affected
in any manner materially  adverse to any Party. Upon such determination that any
term or other provision is invalid,  illegal or incapable of being enforced, the
Parties shall  negotiate in good faith to modify this  Agreement so as to effect
the  original  intent of the  Parties  as  closely  as  possible  in a  mutually
acceptable  manner in order that the transactions set forth in this Agreement be
consummated as originally contemplated to the fullest extent possible.

                  SECTION 6.09. Binding Effect; Benefit. This Agreement shall be
binding upon and shall inure to the benefit of the Parties and their  respective
successors and assigns.  Notwithstanding anything contained in this Agreement to
the contrary,  nothing in this Agreement,  expressed or implied,  is intended to
confer on any person other than the Parties or their  respective  successors and
assigns any rights,  remedies,  obligations or liabilities under or by reason of
this Agreement.

                  SECTION  6.10.  Specific  Performance.  The Parties agree that
irreparable  damage would occur in the event any provision of this Agreement was
not performed in accordance  with the terms hereof and that the Parties shall be
entitled to specific  performance of the terms hereof,  in addition to any other
remedy at law or equity.

                  SECTION 6.11.  Governing Law. This Agreement shall be governed
by,  and  construed  in  accordance  with,  the  laws of the  State  of New York
applicable  to  contracts  executed in and to be  performed  in that State.  All
actions and  proceedings  arising out of or relating to this Agreement  shall be
heard and determined in any New York state or federal court.

                  SECTION 6.12.  Headings.  The descriptive headings contained 
in this Agreement are included for convenience of reference only  and shall not 
affect in any way the meaning or interpretation of this Agreement.

                  SECTION 6.13. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different  Parties  hereto in separate  counterparts,  each of which when
executed and delivered  shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

                  SECTION  6.14.  Waiver of Jury Trial.  EACH OF THE COMPANY AND
THE  STOCKHOLDERS  HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION,   PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED  ON  CONTRACT,  TORT  OR
OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR THE ACTIONS OF THE
COMPANY OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION,  PERFORMANCE AND
ENFORCEMENT HEREOF.

                  SECTION 6.15. Entire Agreement.  This Agreement (including the
schedules  hereto)  constitutes  the entire  agreement  among the  Parties  with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings  among the  Parties  with  respect  thereto.  No  addition  to or
modification  of any provision of this Agreement shall be binding upon any Party
unless made in writing and signed by all Parties.

                  IN WITNESS WHEREOF,  the Parties have caused this Agreement to
be  executed as of the date first  written  above by their  respective  officers
thereunto duly authorized.


                                            JAMES RIVER CORPORATION OF VIRGINIA


                            By /s/ C.A. Cutchins, IV
                             Name: C.A. Cutchins, IV
                            Title: Sr. Vice President
<PAGE>


                          MORGAN STANLEY, DEAN WITTER,
                                 DISCOVER & CO.


By /s/ Robert G. Scott
Name: Robert G. Scott
Title: Chief Financial Officer


LEEWAY & CO., as Nominee for the Long-Term Investment Trust

Leeway & Co. by State Street Bank & Trust Co. a Partner by
/s/ Lisa Lane
Name: Lisa Lane
Title: Assistant Secretary


FIRST PLAZA GROUP TRUST

By: Mellon Bank, N.A., solely in its capacity
as Trustee for FIRST PLAZA GROUP TRUST (as
directed by General Motors Investment Management
Corporation), and not in its individual capacity

By /s/ Carole Bruno
Name: Carole Bruno
Title: Authorized Signatory

The decision to participate
in this investment, any
representations made herein by the
participant, and any actions taken
hereunder by the participant
has/have been made solely at the
direction of the investment
fiduciary who has sole investment
discretion with respect to this
investment.


MORGAN STANLEY LEVERAGED EQUITY
FUND II, INC.


By /s/ R.H. Niehaus
Name: Robert H. Niehaus
Title: Vice Chairman


MORGAN STANLEY LEVERAGED EQUITY
HOLDINGS, INC.


By /s/ R.H. Niehaus
Name: Robert H. Niehaus
Title: Vice Chairman


MORGAN STANLEY EQUITY INVESTORS,
INC.


By /s/ R.H. Niehaus
Name: Robert H. Niehaus
Title: Vice Chairman