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 induce you to enter into the Merger
Agreement and to consummate the transactions contemplated thereby.
The undersigned confirms 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 (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 and the Fort Howard Equity Investors 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 or (e) Shares transferred to the
Company in
2
connection with the exercise of stock options to the extent that as of the date
hereof the related option agreement permits Shares to be so used in connection
with the exercise of stock options.
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, 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.
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 and (ii) the day following the Closing Date (as
defined in the Merger Agreement). Please confirm that the foregoing correctly
states the understanding between us by signing and returning to us a counterpart
hereof.
3
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,
Mellon Bank, N.A.,
solely in its capacity as Trustee for
FIRST PLAZA GROUP TRUST, (as directed by
General Motors Investment Management
Corporation), and not in its individual
capacity
By /s/ Laurie A. Adams
____________________
Name: Laurie A. Adams
Title: Trust Officer
Confirmed as of the date first above written:
/s/ Miles L. Marsh
_________________________
For James River Corporation of Virginia
SCHEDULE I
Interest Through Limited
Direct Partnerships
------ ------------------------
5,477,586 3,389,473*
- --------
* Subject to reduction to the extent transferred to the general partners
pursuant to the general partners' profit participation interests.