FORT JAMES CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                               FOR MILES L. MARSH





1. Purpose. The Plan is an amendment and restatement of the James River
Corporation of Virginia Supplemental Retirement Plan for Miles L. Marsh,
originally effective as of May 1, 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 August 12, 1997.

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 defined 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, the persons who were directors of the
                           Company before such transactions shall 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 greater of (x) the aggregate cash incentive
                           compensation paid or payable to Executive under the
                           Company's cash incentive plan or plans for the Plan
                           Year preceding the Plan Year in which Executive
                           Retires, or (y) the aggregate cash incentive
                           compensation that would be payable to Executive under
                           the Company's cash incentive plan or plans for the
                           Plan Year in which Executive Retires based on actual
                           target goal results and Executive's actual salary at
                           the time of Executive's Retirement, and annualized.

                  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 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.

         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 his Normal
                  Retirement Date. 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
                  Pension Plan, his Pension Benefit means the amount of the
                  benefit that will be payable at the earliest possible date
                  under the Pension Plan.

         n)       "Pension Plan" means the James River Corporation of Virginia
                  Retirement 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 the 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.  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 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
                  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 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 determined in (a) shall be reduced proportionately to
                  the extent that Executive has less than 6 years and 10 months
                  of Service.

         c)       Benefit Offsets.  The amount of the benefit determined under
                  the preceding paragraphs shall be offset by the sum of the
                  amount of Executive's Pension Benefit and the amount of
                  Executive's Social Security Benefit.

         d)       Form of Benefit Adjustment.  If instead of a lifetime annual
                  benefit Executive elects to receive the benefit determined
                  under the preceding paragraphs in one of the optional forms of
                  payment permitted under the Pension Plan or in a single lump
                  sum, the 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 or for determining lump sum payments, as applicable.

4.       Commencement and Form of Benefit.  Executive may elect when payment of
         his 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, or in the form of a single lump
         sum, when benefits under this Plan commence.  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 as
         follows:

         a)       Age 53 to Normal Retirement Date.  If commencement of
                  Executive's benefit occurs before his Normal Retirement Date
                  and after attainment of age 53, his benefit will be reduced by
                  4% for each year (calculated monthly) by which Executive's age
                  at commencement of his benefits is less than 55 and more than
                  52.

         b)       Prior to Age 53.  If commencement of Executive's benefits
                  occurs before attainment of age 53, his benefit will be
                  further reduced (in addition to the reduction pursuant to (a))
                  by 6% for each year (calculated monthly) by which the
                  Executive's age at commencement of his benefits is less than
                  age 53.

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 by (i) 5% if Executive Retires
                  at age 54, and (ii) 10% 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 present value of the benefit which
                  Executive would be entitled to receive over time upon his
                  Retirement, as determined under Sections 4 and 5, shall be
                  paid in a single lump sum.  The determination of the amount of
                  the lump sum payment shall be made by the Company's actuaries
                  in accordance with the methods, factors and assumptions then
                  used in determining lump sum payments under the Pension Plan.

         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 an
                  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.

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 expenses of
         establishing and maintaining such trust shall be paid by the Company.
         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: 4/27/98



                                            By:      /s/ Miles L. Marsh
                                                     ___________________________
                                                     Miles L. Marsh

Dated: 4/22/98