JAMES RIVER CORPORATION OF VIRGINIA
                SUPPLEMENTAL RETIREMENT PLAN
                     FOR MILES L. MARSH


1.   Purpose.  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. The Plan is effective as of May
     1, 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.

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     b)   "Beneficiary" means the person or entity who is to
          receive benefits attributable to the Executive under the
          Pension Plan after the Executive's death.
     c)   "Board" means the Board of Directors of the Company.
     d)   "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.
     e)   "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

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               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.
     f)   "Code" means the Internal Revenue Code of 1986, as
           amended from time to time, and regulations thereunder.
     g)   "Committee" means the Compensation Committee of the
          Board.
     h)   "Company" means James River Corporation of Virginia or
          any successor by merger or otherwise.
     i)   "Compensation" means an amount equal to the sum of (i)
          twelve times Executive's monthly salary at the highest rate
          in effect during the Compensation Period, (ii) cash
          incentive compensation paid during the Compensation Period
          (or due and unpaid) under any cash incentive compensation

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          plan in which Executive is then a Participant with respect
          to an incentive performance period that immediately precedes
          or ends within the Compensation Period, and (iii) any
          prorated incentive compensation authorized under the terms
          of any cash incentive compensation plan in which Executive
          is then a participant with respect to an incentive
          performance period that began during the Compensation
          Period.  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.  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.
     j)   "Compensation Period" means the twelve full months
          immediately preceding the date of Executive's Retirement.
     k)   "Normal Retirement Date" means the first day of the
          month coinciding with or next following the date on which
          Executive attains age 55.
     l)   "Pension Benefit" means the benefit payable to
          Executive under the Pension Plan as a single life annuity at

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          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.
     m)   "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.
     n)   "Plan" means the James River Corporation of Virginia
          Supplemental Retirement Plan for Miles L. Marsh.
     o)   "Plan Year" means a calendar year.
     p)   "Preretirement Death Benefit" means an amount, payable
          to Executive's surviving Spouse pursuant to Section 7 in the
          event of Executive's death before his retirement while
          employed by the Company.
     q)   "Retirement" or "Retirees" means the termination of
          Executive's employment for reasons other than death or
          Cause.
     r)   "Service" means years of employment in years and
          completed full months with the Company or any subsidiary of
          the Company.
     s)   "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

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          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.
     t)   "Spouse" means the person who is the 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 3(b), (c) and (d).  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 7 years of Service, the
          amount determined in (a) shall be reduced proportionately to
          the extent that Executive has less than 7 years of Service.

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     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,
          the benefit shall further be actuarially adjusted in
          accordance with the factors, methods and assumptions then
          used under the Pension Plan for determining optional forms
          of benefit payments.
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 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

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          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.
     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

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          be paid in a 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 used in determining lump sum payments under the
          Pension Plan.
6.   Termination of Employment for Cause.  If Executive's
     employment is terminated by 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.
7.   Death Before Retirement/Preretirement Death Benefit.
     a)   If Executive dies before Retirement and while still an
          employee 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 offsets under 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

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          surviving Spouse's preretirement monthly benefit when
          payable under the Pension Plan and the Spouse's monthly
          benefit when payable under Social Security, 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.
8.   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 June 1, 1995, 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.
9.   Lump Sum Payment.  The Company reserves the right in
     its sole discretion to pay in a lump sum the Actuarial
     Equivalent of any amounts due Executive (or Executive's
     Spouse, as the case may be) under the 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.  The amount of and entitlement to the payment of

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          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,
    
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     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 reserves the
     right to amend or terminate the Plan at any time without the
     consent of Executive, but no amendment or termination shall
     deprive Executive or his Spouse of the right to continue to
     receive payments under Section 4 or 7 once payments have
     begun.  Notwithstanding the foregoing, if a Change of
     Control occurs, Executive, regardless of his age or Service,
     shall be eligible for benefits under the Plan when Executive
     ceases to be an employee, and the Plan may not be terminated
     and no amendment may be made that would adversely affect the
     right of Executive or his Spouse to receive a benefit under
     the Plan.
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)

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     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) 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.
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.