May 4, 1997
James River Corporation of Virginia
120 Tredegar Street
Richmond, Virginia 23219
Attention: Clifford A. Cutchins, IV
Ladies and Gentlemen:
The undersigned understands that James River Corporation of
Virginia ("Parent"), and Fort Howard Corporation (the "Company") are entering
into an Agreement and Plan of Merger, dated as of May 4, 1997 (the "Merger
Agreement"), providing for, among other things, a merger between a wholly owned
subsidiary of Parent and the Company (the "Merger"), in which all of the
outstanding shares of common stock, par value $.01 per share, of the Company
(the "Company Common Stock") will be exchanged for shares of common stock, par
value $.10 per share, of Parent.
The undersigned is a stockholder of the Company and is entering
into this letter agreement to confirm its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule
I annexed hereto sets forth the number of shares of Company Common Stock of
which the undersigned is the record or beneficial owner and over which the AT&T
Investment Management Organization exercises investment discretion on the date
hereof (the "Shares") and that, as of the date hereof, the undersigned owns such
Shares, free and clear of all liens, charges, encumbrances, voting agreements
and commitments of every kind, except as disclosed in Schedule I.
2. The undersigned agrees that the undersigned will not contract
to sell, sell or otherwise transfer or dispose of any of the Shares, or any
interest therein, or securities convertible thereinto or any voting rights with
respect thereto, other than: (a) pursuant to the MSLEF II Agreement of Limited
Partnership, (b) pursuant to the Merger, (c) with your prior written consent,
(d) a transfer to a party who executes a counterpart of this agreement to be
bound by the terms and provisions hereof, (e) Shares transferred to the Company
in connection with the exercise of stock options to the extent that as of the
date
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hereof the related option agreement permits Shares to be so used in connection
with the exercise of stock options or (f) a transfer to a successor trust or the
trust for a successor plan (the "New Trust") in connection with or following the
reorganization of the pension plans or trust of AT&T Corp. and Lucent
Technologies Inc., such New Trust to be bound by the terms of this letter.
3. The undersigned agrees that all of the shares of Company
Common Stock, including the Shares and any shares of Company Common Stock
hereafter acquired over which the AT&T Investment Management Organization
exercises investment discretion, that are beneficially owned by the undersigned
at the record date for any meeting of stockholders of the Company called to
consider and vote to approve the Merger and the Agreement and the Agreement and
other transactions contemplated thereby will be voted by the undersigned in
favor thereof.
4. The undersigned agrees that the undersigned will not initiate,
solicit or encourage any discussions, inquiries or proposals with any third
party that constitute or may reasonably be expected to lead to a Competing
Transaction (as defined in the Merger Agreement), or provide any such person
with information or assistance or negotiate with any such person with respect to
a possible Competing Transaction.
The undersigned has all necessary power and authority to enter
into this letter agreement. This agreement is the legal, valid and binding
agreement of the undersigned, and is enforceable against the undersigned in
accordance with its terms. It is understood and agreed that the undersigned's
obligations are limited solely to those contained in this letter, and that the
undersigned has no liability with respect to the Merger Agreement or the
transactions contemplated thereby other than as specifically described herein.
This letter agreement may be terminated at the option of any
party at any time after the earlier of: (i) termination of the Merger Agreement
in accordance with its terms, (ii) the day following the Closing Date (as
defined in the Merger Agreement) and (iii) March 31, 1998. Please confirm that
the foregoing correctly states the understanding between us by signing and
returning to us a counterpart hereof.
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Nothing herein shall be construed to require the undersigned, or
any company, trust or other entity controlled by the undersigned, to take any
action or fail to take any action in violation of applicable law, rule or
regulation.
Very truly yours,
Leeway & Co., as Nominee for the
Long-Term Investment Trust
Leeway & Co. by State Street Bank
& Trust Co. a Partner
By /s/ Lisa Lane
__________________________
State Street Bank & Trust Company,
Trustee
Name: Lisa Lane
Title: Assistant Secretary
Confirmed as of the date
first above written:
/s/ Miles L. Marsh
___________________________
For James River Corporation of Virginia
SCHEDULE I
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2,738,789 shares directly owned on the date hereof over which the AT&T
Investment Management Organization exercises investment discretion.
2,194,432 shares owned indirectly through limited partnerships over which, if
distributed, the AT&T Investment Management Organization will exercise
investment discretion.*
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* To be removed from this Schedule I upon agreement by Parent and Company
that removal will not jeopardize pooling accounting treatment.