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                                                               Exhibit 10.13(iv)

                             FORT JAMES CORPORATION
                           1996 STOCK INCENTIVE PLAN
                         1997 AMENDMENT AND RESTATEMENT

     FORT JAMES CORPORATION (the "Company") hereby adopts this 1997 Amendment
and Restatement of the Fort James Corporation 1996 Stock Incentive Plan,
effective as of August 12, 1997.

     1.   Purpose.  The purpose of the 1997 Amendment and Restatement of the
Fort James Corporation 1996 Stock Incentive Plan (the "Plan") is to further the
long term stability and financial success of the Company by attracting and
retaining key management employees and employees of the Company and its
Subsidiaries and Foreign Affiliates who can contribute to the financial success
of those corporations through the use of stock incentives. It is believed that
ownership of Company Stock will stimulate the efforts of those employees upon
whose judgment, interest and efforts the Company and its Subsidiaries and
Foreign Affiliates is and will be largely dependent for the successful conduct
of their business. It is also believed that awards granted to such employees
under this Plan will also further the identification of those employees'
interests with those of the Company's shareholders.

     The restated Plan has been adopted by the Board of Directors. The restated
Plan reflects the provisions of the Plan as originally approved by the Company's
shareholders, and as subsequently amended with the approval of the Company's
shareholders, including the change in the Company's name. The Plan is intended
to conform to the provisions of Securities and Exchange Commission Rule 16b-3
("Rule 16b-3").

     2.   Definitions.  As used in the Plan, the following terms have the
meanings indicated:

     (a)  "Act" means the Securities Exchange Act of 1934, as amended.

     (b)  "Applicable Withholding Taxes" means the aggregate amount of federal,
          state and local income and payroll taxes that the Company is required
          to withhold in connection with any exercise of an Option or the award,
          lapse of restrictions or payment with respect to Restricted Stock or
          Incentive Stock.

     (c)  "Award" means the award of an Option, Restricted Stock, Incentive
          Stock or a Performance Grant under the Plan.

     (d)  "Beneficiary" means the person or persons entitled to receive a
          benefit pursuant to an Award upon the death of a Participant
          determined under Section 19.

     (e)  "Board" means the Board of Directors of the Company.

     (f)  "Change of Control" means:

          (i)    The acquisition by any unrelated person of beneficial ownership
                 (as that term is used for purposes of the Act) of 20% or more
                 of the then
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                 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.

     (h)  "Committee" means the committee appointed to administer the Plan as
          provided in Section 16.

     (i)  "Company" means Fort James Corporation.

     (j)  "Company Stock" means common stock of the Company.  In the event of a
          change in the capital structure of the Company (as provided in Section
          15), the shares resulting from such a change shall be deemed to be
          Company Stock within the meaning of the Plan.

     (k)  "Corporate Change" means a consolidation, merger, dissolution or
          liquidation of the Company, a Subsidiary or Foreign Affiliate, or a
          sale or distribution of assets or stock (other than in the ordinary
          course of business) of the Company, a Subsidiary or Foreign Affiliate;
          provided that, unless the Committee determines otherwise, a Corporate
          Change shall only be considered to have occurred with respect to
          Participants whose business unit is affected by the Corporate Change.

     (l)  "Date of Grant" means the date as of which an Award is made by the
          Committee.

     (m)  "Disability" or "Disabled" means, as to an Incentive Stock Option, a
          Disability within the meaning of Section 22(e)(3) of the Code.  As to
          all other Incentive Awards, the Committee shall determine whether a
          Disability exists and such determination shall be conclusive.

     (n)  "Fair Market Value" means (i) if the Company Stock is traded on an
          exchange, the mean of the highest and lowest registered sales prices
          of the Company Stock on the exchange on which the Company Stock
          generally has the greatest trading volume, or (ii) if the Company
          Stock is traded in the over-the-counter market, the

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          mean between the closing bid and asked prices as reported by NASDAQ.
          Fair Market Value shall be determined as of the applicable date
          specified in the Plan or, if there are no trades on such date, the
          value shall be determined as of the last preceding day on which the
          Company Stock is traded.

     (o)  "Foreign Affiliate" means an entity that is not organized under the
          laws of the United States, or any state thereof or any political
          subdivision of any state, and in which the Company has, directly or
          indirectly, a substantial interest.

     (p)  "Incentive Stock" means Company Stock awarded when performance goals
          are achieved pursuant to an incentive plan established by the
          Committee as provided in Section 8.

     (q)  "Incentive Stock Option" means an Option intended to meet the
          requirements of, and qualify for favorable Federal income tax
          treatment under, Code section 422.

     (r)  "Insider" means a person subject to Section 16(b) of the Act.

     (s)  "Nonstatutory Stock Option" means an Option that does not meet the
          requirements of Code section 422, or that is otherwise not intended to
          be an Incentive Stock Option and is so designated.

     (t)  "Option" means a right to purchase Company Stock granted under the
          Plan, at a price determined in accordance with the Plan.

     (u)  "Parent" means, with respect to any corporation, a parent of that
          corporation within the meaning of Code section 424(e).

     (v)  "Participant" means any employee who receives an Award under the Plan.

     (w)  "Replacement Feature" means a feature of an Option, as described in
          the Participant's stock option agreement, that provides for the
          automatic grant of a Replacement Option in accordance with the
          provisions of Section 9(b).

     (x)  "Replacement Option" means an Option granted to a Participant equal to
          the number of shares of already owned Company Stock that are delivered
          by the Participant to exercise an Option, as described in Section
          9(b).

     (y)  "Restricted Stock" means Company Stock awarded upon the terms and
          subject to the restrictions set forth in Section 7.

     (z)  "Rule 16b-3" means Rule 16b-3 of the Act.  A reference in the Plan to
          Rule 16b-3 shall include a reference to any corresponding subsequent
          rule or any amendments to Rule 16b-3 enacted after the effective date
          of the Plan.

     (aa) "Subsidiary" means an entity of which the Company owns 50% or more of
          the total combined voting power of all classes of stock.

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     (bb) "10% Shareholder" means a person who owns, directly or indirectly,
          stock possessing more than 10% of the total combined voting power of
          all classes of stock of the Company or any Parent or Subsidiary of the
          Company.  Indirect ownership of stock shall be determined in
          accordance with Code section 424(d).

     3.   General.  The following types of Awards may be granted under the Plan:
Options, Restricted Stock, Incentive Stock and Performance Grants. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options.

     4.   Stock.  Subject to Section 15 of the Plan, there shall be reserved for
issuance under the Plan an aggregate of 13,146,774 shares of Company Stock,
which shall be authorized, but unissued, shares. The 13,146,774 shares reserved
for issuance under the Plan include 1,146,774 shares available for the grant of
options under the Company's 1987 Stock Option Plan (the "1987 Plan") that will
not be granted and 1,000,000 shares reserved for issuance under the Company's
Deferred Stock Plan which will not be awarded. The 13,146,774 shares reserved
also includes 2,000,000 shares allocable to Options that are expected to expire
or otherwise terminate unexercised under the 1987 Plan and awards under the
Deferred Stock Plan that are expected to be forfeited. Shares allocable to
Options granted under the Plan that expire or otherwise terminate unexercised
and shares that are forfeited pursuant to restrictions on Restricted Stock or
Incentive Stock awarded under the Plan may again be subjected to an Award under
this Plan. For purposes of determining the number of shares that are available
for Awards under the Plan, such number shall, if permissible under Rule 16b-3,
include the number of shares surrendered by a Participant or retained by the
Company in payment of Applicable Withholding Taxes.

     5.   Eligibility.

     (a)  Any employee of the Company or a Subsidiary or Foreign Affiliate who,
          in the judgment of the Committee, has contributed or can be expected
          to contribute to the profits or growth of the Company shall be
          eligible to receive Awards under the Plan. Directors of the Company
          who are employees and are not members of the Committee are eligible to
          participate in the Plan. The Committee shall have the power and
          complete discretion, as provided in Section 16, to select eligible
          employees to receive Awards and to determine for each employee the
          terms, conditions and nature of the Award and the number of shares to
          be allocated to each employee as part of the Award. The Committee is
          expressly authorized to make an Award to a Participant conditioned
          upon the surrender for cancellation of an existing Award.

     (b)  The grant of an Award shall not obligate the Company or any Subsidiary
          or Foreign Affiliate to pay an employee any particular amount of
          remuneration, to continue the employment of the employee after the
          grant or to make further grants to the employee at any time
          thereafter.

     (c)  When granting Awards to employees of a Foreign Affiliate, the
          Committee shall have complete discretion and authority to grant such
          Awards in compliance with all present and future laws of the country
          or countries that may apply to the grant

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          of the Award or the issuance of Company Stock pursuant to the Award.
          Such authorization shall extend to and includes establishing one or
          more separate sub-plans which include provisions not inconsistent with
          the Plan that comply with statutory or regulation requirements imposed
          by the foreign country or countries of the Foreign Affiliate or in
          which Participants employed by the Foreign Affiliate reside.

     6.   Stock Options.

     (a)  Whenever the Committee deems it appropriate to grant Options, notice
          shall be given to the eligible employee stating the number of shares
          for which Options are granted, the Option price per share, whether the
          Options are Incentive Stock Options or Nonstatutory Stock Options, and
          the conditions to which the grant and exercise of the Options are
          subject. This notice, when duly accepted in writing by the
          Participant, shall become a stock option agreement between the Company
          and the Participant.

     (b)  The Committee shall establish the exercise price of Options. The
          exercise price of a Nonstatutory Stock Option shall be not less than
          85% of the Fair Market Value of the shares of Company Stock covered by
          the Option on the Date of Grant. The exercise price of an Incentive
          Stock Option shall be not less than 100% of the Fair Market Value of
          such shares on the Date of Grant; provided that if the Participant is
          a 10% Shareholder, the exercise price of an Incentive Stock Option
          shall be not less than 110% of the Fair Market Value of such shares on
          the Date of Grant.

     (c)  An employee may not receive awards of Options under the Plan with
          respect to more than 300,000 shares of Company Stock during any
          calendar year.

     (d)  Options may be exercised in whole or in part at such times as may be
          specified by the Committee in the Participant's stock option
          agreement. The Committee may impose such vesting conditions and other
          requirements as the Committee deems appropriate, and the Committee may
          include such provisions regarding a Change of Control or Corporate
          Change as the Committee deems appropriate.

     (e)  The Committee shall establish the term of each Option in the
          Participant's stock option agreement. The term of an Incentive Stock
          Option shall not be longer than ten years from the Date of Grant,
          except that an Incentive Stock Option granted to a 10% Shareholder may
          not have a term in excess of five years. No Option may be exercised
          after the expiration of its term or, except as set forth in the
          Participant's stock option agreement, after the termination of the
          Participant's employment. The Committee shall set forth in the
          Participant's stock option agreement when, and under what
          circumstances, an Option may be exercised after termination of the
          Participant's employment.

     (f)  An Incentive Stock Option, by its terms, shall be exercisable in any
          calendar year only to the extent that the aggregate Fair Market Value
          (determined at the Date of

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          Grant) of the Company Stock with respect to which Incentive Stock
          Options are exercisable by the Participant for the first time during
          the calendar year does not exceed $100,000 (the "Limitation Amount").
          Incentive Stock Options granted after 1986 under the Plan and all
          other plans of the Company and any parent or Subsidiary of the Company
          shall be aggregated for purposes of determining whether the Limitation
          Amount has been exceeded. The Board may impose such conditions as it
          deems appropriate on an Incentive Stock Option to ensure that the
          foregoing requirement is met. If Incentive Stock Options that first
          become exercisable in a calendar year exceed the Limitation Amount,
          the excess Options will be treated as Nonstatutory Stock Options to
          the extent permitted by law.

     (g)  If a Participant dies and if the Participant's stock option agreement
          provides that part or all of the Option may be exercised after the
          Participant's death, then such portion may be exercised by the
          personal representative of the Participant's estate during the time
          period specified in the stock option agreement.

     (h)  The Committee may, in its discretion, grant Options containing a
          Replacement Feature as described in Section 9(b) and may amend
          previously granted Nonstatutory Stock Options to provide such a
          Replacement Feature.

     7.   Restricted Stock Awards.

     (a)  Whenever the Committee deems it appropriate to grant a Restricted
          Stock Award, notice shall be given to the Participant stating the
          number of shares of Restricted Stock for which the Award is granted
          and the terms and conditions to which the Award is subject.  This
          notice, when accepted in writing by the Participant, shall become an
          Award agreement between the Company and the Participant.  Certificates
          representing the shares shall be issued in the name of the
          Participant, subject to the restrictions imposed by the Plan and the
          Committee.  A Restricted Stock Award may be made by the Committee in
          its discretion without cash consideration.

     (b)  The Committee may place such restrictions on the transferability and
          vesting of Restricted Stock as the Committee deems appropriate,
          including restrictions relating to continued employment and financial
          performance goals. Without limiting the foregoing, the Committee may
          provide performance acceleration parameters under which all, or a
          portion, of the Restricted Stock will vest on the Company's
          achievement of established performance objectives. Restricted Stock
          may not be sold, assigned, transferred, disposed of, pledged,
          hypothecated or otherwise encumbered until the restrictions on such
          shares shall have lapsed or shall have been removed pursuant to
          subsection (c) below. The terms and conditions on Restricted Stock may
          include the achievement of one or more Performance Goals as defined in
          Section 22. Any award of Restricted Stock that is subject to a
          Performance Goal shall be governed by the provisions of Section 22 to
          the extent that the award is intended to comply with the requirements
          of Code section 162(m).

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     (c)  The Committee may provide in a Restricted Stock Award, or
          subsequently, that the restrictions will lapse if a Change of Control
          or Corporate Change occurs. The Committee may at any time, in its sole
          discretion, accelerate the time at which any or all restrictions will
          lapse or may remove restrictions on Restricted Stock as it deems
          appropriate. The Committee's discretion shall be limited as provided
          in Section 22 to the extent that the award is intended to comply with
          the requirements of Code section 162(m).

     (d)  A Participant shall hold shares of Restricted Stock subject to the
          restrictions set forth in the Award agreement and in the Plan.  In
          other respects, the Participant shall have all the rights of a
          shareholder with respect to the shares of Restricted Stock, including,
          but not limited to, the right to vote such shares and the right to
          receive all cash dividends and other distributions paid thereon.
          Certificates representing Restricted Stock shall bear a legend
          referring to the restrictions set forth in the Plan and the
          Participant's Award agreement.  If stock dividends are declared on
          Restricted Stock, such stock dividends or other distributions shall be
          subject to the same restrictions as the underlying shares of
          Restricted Stock.

     (e)  The number of shares of Restricted Stock subject to outstanding awards
          at any time may not exceed 3,944,403 less the number of shares of
          Restricted Stock with respect to which restrictions have previously
          lapsed (other than through forfeiture).

     8.   Incentive Stock Awards.

     (a)  Incentive Stock may be issued pursuant to the Plan in connection with
          incentive programs established from time to time by the Committee. The
          Committee shall establish such performance criteria as it deems
          appropriate as a prerequisite for the issuance of Incentive Stock.  A
          Participant who is eligible to receive Incentive Stock will have no
          rights as a shareholder before receipt of the Incentive Stock
          certificates. Incentive Stock may be issued without cash
          consideration. A Participant's interest in an incentive program or the
          contingent right to receive Incentive Stock may not be sold, assigned,
          transferred, pledged, hypothecated, or otherwise encumbered.

     (b)  The Committee may provide in the incentive program, or subsequently,
          that Incentive Stock will be issued if a Change of Control or
          Corporate Change occurs, even though the performance goals set by the
          Committee have not been met.

     9.   Method of Exercise of Options.

     (a)  Options may be exercised by giving written notice of the exercise to
          the Company, stating the number of shares the Participant has elected
          to purchase under the Option. Such notice shall be effective only if
          accompanied by the exercise price in full in cash; provided that, if
          the terms of an Option so permit, the Participant may (i) deliver
          Company Stock that the Participant has owned for at least six months
          (valued at Fair Market Value on the date of exercise), or cause

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          shares of Company Stock (valued at their Fair Market Value on the date
          of exercise) to be withheld in satisfaction of all or any part of the
          exercise price, (ii) deliver a properly executed exercise notice
          together with irrevocable instructions to a broker to deliver promptly
          to the Company, from the sale or loan proceeds with respect to the
          sale of Company Stock or a loan secured by Company Stock, the amount
          necessary to pay the exercise price and, if required by the Committee,
          Applicable Withholding Taxes, or (iii) deliver an interest bearing
          promissory note, payable to the Company, in payment of all or part of
          the exercise price, together with such collateral and subject to such
          terms as may be required by the Committee at the time of exercise. The
          interest rate under any such promissory note shall be equal to the
          minimum interest rate required at the time to avoid imputed interest
          to the Participant under the Code.

     (b)  If a Participant exercises an Option that has a Replacement Feature by
          delivering already owned shares of Company Stock, the Participant
          shall automatically be granted a Replacement Option. The Replacement
          Option shall be subject to the following provisions:

          (i)    The Replacement Option shall cover the number of shares of
                 Company Stock delivered by the Participant to exercise the
                 Option;

          (ii)   The Replacement Option will not have a Replacement Feature;

          (iii)  The exercise price of shares of Company Stock covered by a
                 Replacement Option shall be not less than 100% of the Fair
                 Market Value of such shares on the date the Participant
                 delivers shares of Company Stock to exercise the Option; and

          (iv)   The Replacement Option shall be subject to the same
                 restrictions on exercisability as those imposed on the
                 underlying Option and such other restrictions as the Committee
                 deems appropriate.

     (c)  Notwithstanding anything herein to the contrary, Awards shall always
          be granted and exercised in such a manner as to conform to the
          provisions of Rule 16b-3.

     10.  Deferral of Payment.

     (a)  Regardless of whether provided for in the Award agreement, the
          Committee may defer payment of a Participant's benefit under the Plan
          if and to the extent that the sum of (i) the Participant's Plan
          benefit, plus (ii) all other compensation paid or payable to the
          Participant for the fiscal year in which the Plan benefit would
          otherwise be paid exceeds the maximum amount of compensation that the
          Company may deduct under Code section 162(m) with respect to the
          Participant for the year.  If deferred by the Committee, the benefit
          shall be paid in the first fiscal year of the Company in which the sum
          of the Participant's Plan benefit and all other compensation paid or
          payable to the Participant does not exceed the maximum amount of
          compensation deductible by the Company under Code

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          section 162(m). This Section shall only apply to Participants and Plan
          benefits covered by Code section 162(m).

     (b)  The Committee may defer payment of part or all of a Plan benefit with
          respect to a Participant who is an Insider, to the extent necessary or
          appropriate to comply with Rule 16b-3.

     (c)  The Committee shall have sole discretion to determine whether and to
          what extent Plan benefits are to be deferred pursuant to this Section,
          how such deferred amounts are to be calculated and when deferred
          amounts shall be paid.  The Committee's determination shall be final
          and binding.

     11.  Applicable Withholding Taxes.  Each Participant shall agree, as a
condition of receiving an Award, to pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, all Applicable Withholding
Taxes with respect to the Award.  Until the Applicable Withholding Taxes have
been paid or arrangements satisfactory to the Company have been made, no stock
certificates (or, in the case of Restricted Stock, no stock certificates free of
a restrictive legend) shall be issued to the Participant.  As an alternative to
making a cash payment to the Company to satisfy Applicable Withholding Tax
obligations, the Committee may establish procedures permitting the Participant
to elect to (a) deliver shares of already owned Company Stock or (b) have the
Company retain that number of shares of Company Stock that would satisfy all or
a specified portion of the Applicable Withholding Taxes.  Any such election
shall be made only in accordance with procedures established by the Committee
and, in the case of an Insider, in accordance with Rule 16b-3.

     12.  Nontransferability of Awards.

     (a)  In general Awards, by their terms, shall not be transferable by the
          Participant except by will or by the laws of descent and distribution
          or except as described below.  Options shall be exercisable, during
          the Participant's lifetime, only by the Participant or by his guardian
          or legal representative.

     (b)  Notwithstanding the provisions of (a) and subject to applicable
          securities laws, the Committee may grant Nonstatutory Stock Options
          that permit, or amend Nonstatutory Stock Options to permit, a
          Participant to transfer the Options to one or more immediate family
          members, to a trust for the benefit of immediate family members or to
          a partnership whose only partners are immediate family members.
          Consideration may not be paid for the transfer of Options.  The
          transferee of an Option shall be subject to all conditions applicable
          to the Option prior to its transfer.  The agreement granting the
          Option shall set forth the transfer conditions and restrictions.  The
          Committee may impose on any transferable Option and on stock issued
          upon the exercise of an Option such limitations and conditions as the
          Committee deems appropriate.  Except to the extent otherwise permitted
          by Rule 16b-3, Options that are intended to be exempt from Section
          16(b) of the Act pursuant to Rule 16b-3 may not be transferable except
          by will or by the laws of descent and distribution.

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     13.  Effective Date of the Plan.  The Plan was originally effective as of
February 15, 1996.  The 1997 Amendment and Restatement of the Plan shall be
effective as of August 12, 1997.  Until the original Plan, as amended, is
approved by the Company's shareholders and all applicable federal and state
securities laws have been complied with and the shares of Company Stock have
been listed on the stock exchange or exchanges where traded, no Options shall be
exercisable and no Awards shall be made that would result in the issuance of
shares of Company Stock.

     14.  Termination, Modification, Change.  If not sooner terminated by the
Board, this Plan shall terminate at the close of business on February 14, 2006.
No Awards shall be made under the Plan after its termination.  The Board may
terminate the Plan or may amend the Plan in such respects as it shall deem
advisable; provided, that, if and to the extent required by Rule 16b-3, no
change shall be made that increases the total number of shares of Company Stock
reserved for issuance pursuant to Awards granted under the Plan (except pursuant
to Section 15), expands the class of persons eligible to receive Awards, or
materially increases the benefits accruing to Participants under the Plan,
unless such change is authorized by the shareholders of the Company.
Notwithstanding the foregoing, the Board may unilaterally amend the Plan and
Awards as it deems appropriate to ensure compliance with Rule 16b-3 and to cause
Incentive Stock Options to meet the requirements of the Code and regulations
thereunder.  Except as provided in the preceding sentence, a termination or
amendment of the Plan shall not, without the consent of the Participant,
adversely affect a Participant's rights under an Award previously granted to
him.

     15.  Change in Capital Structure.

     (a)  In the event of a stock dividend, stock split or combination of
          shares, spin-off, reclassification, recapitalization, merger or other
          change in the Company's capital stock (including, but not limited to,
          the creation or issuance to shareholders generally of rights, options
          or warrants for the purchase of common stock or preferred stock of the
          Company), the number and kind of shares of stock or securities of the
          Company to be issued under the Plan (under outstanding Awards and
          Awards to be granted in the future), the exercise price of Options,
          and other relevant provisions shall be appropriately adjusted by the
          Committee, whose determination shall be binding on all persons.  If
          the adjustment would produce fractional shares with respect to any
          Award, the Committee may adjust appropriately the number of shares
          covered by the Award so as to eliminate the fractional shares.

     (b)  In the event the Company distributes to its shareholders a dividend,
          or sells or causes to be sold to a person other than the Company or a
          Subsidiary shares of stock in any corporation (a "Spinoff Company")
          which, immediately before the distribution or sale, was a majority
          owned Subsidiary of the Company, the Committee shall have the power,
          in its sole discretion, to make such adjustments as the Committee
          deems appropriate.  The Committee may make adjustments in the number
          and kind of shares or other securities to be issued under the Plan
          (under outstanding Awards and Awards to be granted in the future), the
          exercise price of Options, and other relevant provisions, and, without
          limiting the

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          foregoing, may substitute securities of a Spinoff Company for
          securities of the Company. The Committee shall make such adjustments
          as it determines to be appropriate, considering the economic effect of
          the distribution or sale on the interests of the Company's
          shareholders and the Participants in the businesses operated by the
          Spinoff Company. The Committee's determination shall be binding on all
          persons. If the adjustment would produce fractional shares with
          respect to any Award, the Committee may adjust appropriately the
          number of shares covered by the Award so as to eliminate the
          fractional shares.

     (c)  If a Change of Control or Corporate Change occurs, the Committee may
          take such actions with respect to outstanding Awards as the Committee
          deems appropriate.  These actions may include, but shall not be
          limited to, accelerating the vesting and payment of Awards, releasing
          restrictions on Awards, and accelerating the expiration dates of
          Options.  The effectiveness of such acceleration or release of
          restrictions shall be conditioned upon the consummation of the
          applicable Change of Control or Corporate Change.

     (d)  Notwithstanding anything in the Plan to the contrary, the Committee
          may take the foregoing actions without the consent of any Participant,
          and the Committee's determination shall be conclusive and binding on
          all persons for all purposes.  The Committee shall make its
          determinations consistent with Rule 16b-3 and the applicable
          provisions of the Code.

     16.  Administration of the Plan.

     (a)  The Plan shall be administered by a Committee consisting of two or
          more outside directors of the Company, who shall be appointed by the
          Board.  The Board may designate the Compensation Committee of the
          Board, or a subcommittee of the Compensation Committee, to be the
          Committee for purposes of the Plan.  If and to the extent required by
          Rule 16b-3, all members of the Committee shall be "disinterested
          persons" as that term is defined in Rule 16b-3, and the Committee
          shall be comprised solely of two or more "outside directors" as that
          term is defined for purposes of Code section 162(m).  If any member of
          the Committee fails to qualify as an "outside director" or (to the
          extent required by Rule 16b-3) a "disinterested person," such person
          shall immediately cease to be a member of the Committee and shall not
          take part in future Committee deliberations.  The Committee from time
          to time may appoint members of the Committee and may fill vacancies,
          however caused, in the Committee.

     (b)  The Committee shall have the authority to impose such limitations or
          conditions upon an Award as the Committee deems appropriate to achieve
          the objectives of the Award and the Plan.  Without limiting the
          foregoing and in addition to the powers set forth elsewhere in the
          Plan, the Committee shall have the power and complete discretion to
          determine (i) which eligible employees shall receive an Award and the
          nature of the Award, (ii) the number of shares of Company Stock to be
          covered by each Award, (iii) whether Options shall be Incentive Stock
          Options or Nonstatutory Stock Options, (iv) whether to include a
          Replacement

                                       11
<PAGE>

          Feature in an Option and the conditions of any Replacement Feature,
          (v) the Fair Market Value of Company Stock, (vi) the time or times
          when an Award shall be granted, (vii) whether an Award shall become
          vested over a period of time, according to a performance-based vesting
          schedule or otherwise, and when it shall be fully vested, (viii) the
          terms and conditions under which restrictions imposed upon an Award
          shall lapse, (ix) whether a Change of Control or Corporate Change
          exists, (x) the terms of incentive programs, performance criteria and
          other factors relevant to the issuance of Incentive Stock or the lapse
          of restrictions on Restricted Stock or Options, (xi) when Options may
          be exercised, (xii) whether to approve a Participant's election with
          respect to Applicable Withholding Taxes, (xiii) conditions relating to
          the length of time before disposition of Company Stock received in
          connection with an Award is permitted, (xiv) notice provisions
          relating to the sale of Company Stock acquired under the Plan, and
          (xv) any additional requirements relating to Awards that the Committee
          deems appropriate. Notwithstanding the foregoing, no "tandem stock
          options" (where two stock options are issued together and the exercise
          of one option affects the right to exercise the other option) may be
          issued in connection with Incentive Stock Options.

     (c)  When granting Awards to employees of a Foreign Affiliate, the
          Committee shall have complete discretion and authority to grant such
          Awards in compliance with all present and future laws of the country
          or countries that may apply to the grant of the Award or the issuance
          of Company Stock pursuant to the Award.

     (d)  The Committee shall have the power to amend the terms of previously
          granted Awards so long as the terms as amended are consistent with the
          terms of the Plan and, where applicable, consistent with the
          qualification of an Option as an Incentive Stock Option.  The consent
          of the Participant must be obtained with respect to any amendment that
          would adversely affect the Participant's rights under the Award,
          except that such consent shall not be required if such amendment is
          for the purpose of complying with Rule 16b-3 or any requirement of the
          Code applicable to the Award.

     (e)  The Committee may adopt rules and regulations for carrying out the
          Plan.  The Committee shall have the express discretionary authority to
          construe and interpret the Plan and the Award agreements, to resolve
          any ambiguities, to define any terms, and to make any other
          determinations required by the Plan or an Award agreement.  The
          interpretation and construction of any provisions of the Plan or an
          Award agreement by the Committee shall be final and conclusive.  The
          Committee may consult with counsel, who may be counsel to the Company,
          and shall not incur any liability for any action taken in good faith
          in reliance upon the advice of counsel.

     (f)  A majority of the members of the Committee shall constitute a quorum,
          and all actions of the Committee shall be taken by a majority of the
          members present.  Any action may be taken by a written instrument
          signed by all of the members, and any action so taken shall be fully
          effective as if it had been taken at a meeting.

                                       12
<PAGE>

     17.  Issuance of Company Stock.  The Company shall not be required to issue
or deliver any certificate for shares of Company Stock before (i) the admission
of such shares to listing on any stock exchange on which the Company Stock may
then be listed, (ii) receipt of any required registration or other qualification
of such shares under any state or federal law or regulation that the Company's
counsel shall determine is necessary or advisable, and (iii) the Company shall
have been advised by counsel that all applicable legal requirements have been
complied with.  The Company may place on a certificate representing Company
Stock any legend required to reflect restrictions pursuant to the Plan, and any
legend deemed necessary by the Company's counsel to comply with federal or state
securities laws.  The Company may require a customary written indication of a
Participant's investment intent.  Until a Participant has been issued a
certificate for the shares of Company Stock acquired, the Participant shall
possess no shareholder rights with respect to the shares.

     18.   Rights under the Plan.  Title to and beneficial ownership of all
benefits described in the Plan shall at all times remain with the Company.
Participation in the Plan and the right to receive payments under the Plan shall
not give a Participant any proprietary interest in the Company or any Subsidiary
or any of their assets.  No trust fund shall be created in connection with the
Plan, and there shall be no required funding of amounts that may become payable
under the Plan.  A Participant shall, for all purposes, be a general creditor of
the Company.  The interest of a Participant in the Plan cannot be assigned,
anticipated, sold, encumbered or pledged and shall not be subject to the claims
of his creditors.

     19.  Beneficiary.  A Participant may designate, on a form provided by the
Committee, one or more beneficiaries to receive any payments under Awards of
Restricted Stock or Incentive Stock after the Participant's death.  If a
Participant makes no valid designation, or if the designated beneficiary fails
to survive the Participant or otherwise fails to receive the benefits, the
Participant's beneficiary shall be the first of the following persons who
survives the Participant: (a) the Participant's surviving spouse, (b) the
Participant's surviving descendants, PER STIRPES, or (c) the personal
representative of the Participant's estate.

     20.   Notice.  All notices and other communications required or permitted
to be given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows (a) if to the Company --at its principal business address to the
attention of the Secretary; (b) if to any Participant --at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.

     21.   Interpretation.  The terms of this Plan and Awards granted pursuant
to the Plan are subject to all present and future regulations and rulings of the
Secretary of the Treasury or his delegate relating to the qualification of
Incentive Stock Options under the Code or compliance with Code section 162(m),
to the extent applicable, and they are subject to all present and future rulings
of the Securities Exchange Commission with respect to Rule16b-3.  If any
provision of the Plan or an Award conflicts with any such regulation or ruling,
to the extent applicable, the Committee shall cause the Plan to be amended, and
shall modify the Award, so as to comply, or if for any reason amendments cannot
be made, that provision of the Plan and/or the Award shall be void and of no
effect.

                                       13
<PAGE>

     22.  Performance Grants.

     (a)  Each Performance Grant shall be evidenced by an Award setting forth
          the Performance Goals for the award, including the Performance
          Measure, the target and maximum amounts payable and such other terms
          and conditions as are applicable to the Performance Grant.  Each
          Performance Grant shall be granted and administered to comply with the
          requirements of Code section 162(m).  The aggregate maximum amount
          payable in cash under the Plan to any Participant in any Plan Year
          shall not exceed $3,000,000.  The aggregate number of shares of
          Company Stock which may be awarded to any Participant as a Performance
          Grant during any Plan Year shall not exceed 300,000.  In the event of
          any conflict between an Award and the Plan, the terms of the Plan
          shall govern.

     (b)  The Committee shall establish the Performance Goals for Performance
          Grants to Participants.  The Committee shall determine the extent to
          which any Performance Measure shall be used and weighted in
          determining Performance Grants.  The Committee may vary the
          Performance Measure, Performance Goals and weightings from Participant
          to Participant, Performance Grant to Performance Grant and Plan Year
          to Plan Year.  The Committee may increase, but not decrease, any
          Performance Goal during a Plan Year.

     (c)  The Committee shall establish for each Performance Grant the amount of
          cash or Company Stock payable at specified levels of performance,
          based on the Performance Goal for each Performance Measure.  Any
          Performance Grant shall be made not later than 90 days after the start
          of the period for which the Performance Grant relates and shall be
          made prior to the completion of 25% of such period.  All
          determinations regarding the achievement of any Performance Goals will
          be made by the Committee.  The Committee may not increase during a
          Plan Year the amount of cash or Common Stock that would otherwise be
          payable upon achievement of the Performance Goal or Goals but may
          reduce or eliminate the payments as provided in a Performance Grant.

     (d)  The actual payments to a Participant under a Performance Grant will be
          calculated by applying the achievement of a Performance Measure to the
          Performance Goal as established in the Grant Agreement.  All
          calculations of actual payments shall be made by the  Committee and
          the Committee shall certify in writing the extent, if any, to which
          the Performance Goals have been met.

     (e)  Performance Grants will be paid in cash, Company Stock or both, at
          such time or times as are provided in the Grant Agreement.  The
          Committee may provide in the Grant Agreement that the Participant may
          make a prior election to defer the payment under a Performance Grant
          subject to such terms and conditions as the Committee may determine.

     (f)  Nothing contained in the Plan will be deemed in any way to limit or
          restrict any Employer or the Committee from making any award or
          payment to any person

                                       14
<PAGE>

          under any other plan, arrangement or understanding, whether now
          existing or hereafter in effect.

     (g)  A Participant who receives a Performance Grant payable in Company
          Stock shall have no rights as a shareholder until the Company Stock is
          issued pursuant to the terms of the Performance Grant.  The Company
          Stock may be issued without cash consideration.

     (h)  A Participant's interest in a Performance Grant may not be sold,
          assigned, transferred, pledged, hypothecated, or otherwise encumbered.

     (i)  As used in the Plan, the following terms shall have the meanings
          indicated:

          (i)   "Performance Goal" means a target performance or range of target
                performances of one or more Performance Measures.

          (ii)  "Performance Grant" means an Award made pursuant to this Section
                22.

          (iii) "Performance Measure" means one or more of the following
                financial measures: cash flow; cost reduction (or limits on cost
                increases); debt to capitalization; debt to equity; earnings;
                earnings before interest and taxes, earnings before interest,
                taxes, depreciation and amortization; earnings per share
                (including or excluding nonrecurring items); earnings per share
                before extraordinary items; income from operations (including or
                excluding nonrecurring items); economic value added (net
                operating profit after tax less a charge for use of capital as
                determined under a methodology approved by the Committee);
                income from operations to capital spending; free cash flow; net
                income (including or excluding nonrecurring items and/or
                extraordinary items); net sales; price per share of Company
                Stock; return on assets; return on capital employed; return on
                equity; return on investment; return on sales; sales volume; or
                total return to shareholders. Any Performance Measure may be
                used to measure the performance of the Company as a whole or any
                business unit of the Company. As determined by the Committee,
                any Performance Measure shall be calculated in accordance with
                the Company's public financial statements, generally accepted
                accounting principles, or under a methodology established by the
                Committee prior to the issuance of a Performance Grant which is
                consistently applied. The Committee shall have the power and
                complete discretion to determine the methodology for the
                calculation of Performance Measures.

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed this
_____ day of ____________, 1997.

                              FORT JAMES CORPORATION

     By: /s/
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                                    Title:
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