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EXHIBIT (e)(8)
FORM OF AMENDMENT TO MARSH EMPLOYMENT AGREEMENT
The Employment Agreement between Fort James Corporation, a Virginia
corporation (the "Company"), and Miles L. Marsh (the "Executive"), dated as of
the 1st of January, 2000, is hereby amended, effective as of July 13, 2000, as
set forth below:
1. Section 2(b)(ii) of the Agreement is hereby amended by adding the
following sentence to the end of such Section:
"Notwithstanding anything in this Agreement to the contrary, in the event
that Georgia Pacific Corporation consummates a tender offer for the shares
of common stock of the Company during 2001, for purposes of determining the
Executive's Annual Bonus under this Agreement, the Effective Date shall be
December 30, 2000, and the Employment Period shall be treated as beginning
on such date."
2. Section 4(a)(i)(A)(2)(x) of the Agreement is hereby amended by adding the
following words before the words "(the `Minimum Bonus')":
", including the Annual Bonus paid or payable in respect of calendar year
2000 pursuant to the last sentence of Section 2(b)(ii) without regard to
when the Date of Termination occurs"
3. Section 4(a)(iii) of the Agreement is hereby amended by deleting the last
sentence of such Section and adding a new last sentence to such Section as set
forth below:
"Following the end of the three-year period (two-year period in the case of
a Nonrenewal Termination) of welfare benefit coverage set forth in this
Section 4(a)(iii), the Company shall provide the Executive (and the
Executive's eligible dependents) with continuous retiree medical and dental
benefit coverage no less favorable than the coverage provided to retirees
of the Company (and their dependents) during the 120-day period immediately
preceding the Effective Date, provided, however, that if the Executive
becomes re-employed with another employer and is eligible to receive
medical or dental benefits under another employer provided plan or becomes
eligible for medical or dental benefits under Medicare, the retiree medical
and dental benefits described herein shall be secondary to those provided
under such other plan or Medicare, as applicable."
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