Common use of Conversion Procedure; Conversion Price; Fractional Clause in Contracts

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, each Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified pursuant to Section 301 with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Stock or Timber Stock, as applicable. The Securities will be converted into shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Stock or Timber Stock, as applicable, or accrued interest on a converted Security except as described in Section 1509 and Section 1502(c). The Company may, but shall not be required, in connection with any conversion of Securities, to issue a fraction of a share of Georgia-Pacific Group Stock or Timber Stock, as applicable, and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Stock or Timber Stock, as applicable, on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Security shall be entitled to convert the same into Georgia-Pacific Group Stock or Timber Stock, as applicable, such Holder shall surrender such Security duly endorsed to the Company or in blank, at the office of the Conversion Agent or at such other place or places, if any, specified pursuant to Section 301, and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Stock or Timber Stock, as applicable, to be issued. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will as soon as practicable after the surrender of a Security for conversion, issue and deliver at said office or place to the Holder of a Security, or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Stock or Timber Stock, as applicable, while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Stock or Timber Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Stock or Timber Stock, as applicable, as of the close of business on such date. (d) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities so surrendered, without charge to such Holder (subject to the provisions of Section 1508), a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security.

Conversion Procedure; Conversion Price; Fractional. Shares. ------. (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, each Each Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified pursuant to Section 301 with respect to the Securities of such series, ------ Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Stock or Timber Common Stock, as applicable. The Securities will be converted into number of shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, at issuable upon conversion of a Security per $1,000 principal amount thereof shall be equal to the Conversion Price thereforRate. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, or accrued interest accreted Issue Discount on a converted Security Security, except as described in Section 1509 and Section 1502(c)10.9 hereof. The Company may, but shall not be required, issue any fraction of a share of Common Stock in connection with any conversion of Securities, to issue a fraction of a share of Georgia-Pacific Group Stock or Timber Stock, as applicable, and, if the Company shall determine not to issue any such fraction, the Company but instead shall, subject to Section 1503(4)10.3(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice exercising such Holder's option to require the Company to repurchase such Securities may be converted only if such notice of exercise is withdrawn in accordance with Section 3.9 hereof. (b) Before any Holder of a Security Securities shall be entitled to convert the same into Georgia-Pacific Group Stock or Timber Common Stock, as applicable, such Holder shall shall, in the case of Global Securities, comply with the procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent or at such other place or places, if any, specified pursuant to Section 301Agent, and shall give written notice to the Company at said office or place that he such Holder elects to convert the same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses) in which he such Holder wishes the certificate or certificates for Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to be issued. Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest on the Securities, as provided in Section 10.9, and all taxes or duties, if any, as provided in Section 10.8. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount total Principal Amount at Maturity of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will will, as soon as practicable after the surrender of a Security for conversionthereafter, issue and deliver at said office or place to the such Holder of a SecuritySecurities, or to his such Holder's nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to which he such Holder shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, together with cash in lieu of any fraction of a share to which he such Holder would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Common Stock or Timber Stock, as applicable, while the stock transfer books for such stock or the Security Register security register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, shall be issued and delivered as soon as practicable after the opening of such books or Security Registersecurity register. (c) A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security Securities for conversion as provided above, and the Person person or Persons persons entitled to receive the Georgia- Pacific Group Common Stock or Timber Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Common Stock or Timber Stock, as applicable, as of the close of business on such date. (d) In case any Security Securities shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150810.8 hereof), a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritySecurities.

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, each Each Debt Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in pursuant to Section 301 3.01 with respect to the Debt Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Stock or Timber Common Stock, as applicable. The Debt Securities will be converted into shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, or accrued interest on a converted Debt Security except as described in Section 1509 and Section 1502(c)17.09. The Company may, but shall not be required, in connection with any conversion of Debt Securities, to issue a fraction of a share of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(417.03(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Debt Security shall be entitled to convert the same into Georgia-Pacific Group Stock or Timber Common Stock, as applicable, such Holder shall surrender such Debt Security duly endorsed to the Company or in blank, blank at the office of the Conversion Agent or at such other place or places, if any, specified pursuant to Section 3013.01, and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Debt Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to be issued; provided, however, that no Debt Security or portion thereof shall be accepted for conversion unless the principal amount of such Debt Security or such portion, when added to the principal amount of all other Debt Securities or portions thereof then being surrendered by the Holder thereof for conversion, exceeds the then effective Conversion Price with respect thereto. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Debt Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will will, as soon as practicable after the surrender of a Security for conversionthereafter, issue and deliver at said office or place to the such Holder of a Debt Security, or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Common Stock or Timber Stock, as applicable, while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) . A Debt Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Debt Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Common Stock or Timber Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Common Stock or Timber Stock, as applicable, as of the close of business on such date. (d) . In case any Debt Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debt Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150817.08), a new Debt Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debt Security.

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, each Each Debt Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in pursuant to Section 301 3.01 with respect to the Debt Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be. The Debt Securities will be converted into shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock or accrued interest on a converted Debt Security except as described in Section 1509 and Section 1502(c)17.09. The Company may, but shall not be required, in connection with any conversion of Debt Securities, to issue a fraction of a share of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(417.03(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Debt Security shall be entitled to convert the same into Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicable, such Holder shall surrender such Debt Security duly endorsed to the Company or in blank, at the office of the Conversion Agent Agent, or at such other place or places, if any, specified pursuant to Section 3013.01 (in the case of Registered Securities) and at an office of the Conversion Agent, and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Debt Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, to be issued; provided, however, that no Debt Security or portion thereof shall be accepted for conversion unless the principal amount of such Debt Security or such portion, when added to the principal amount of all other Debt Securities or portions thereof then being surrendered by the Holder thereof for conversion, exceeds the then effective Conversion Price with respect thereto. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Debt Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will will, as soon as practicable after the surrender of a Security for conversionthereafter, issue and deliver at said office or place to the such Holder of a Debt Security, or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) . A Debt Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Debt Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock as of the close of business on such date. (d) . In case any Debt Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debt Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150817.08), a new Debt Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debt Security.

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 3.01 for Debt Securities of any series, each Debt Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified pursuant to Section 301 3.01 with respect to the Debt Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Stock or Timber Stock, as applicableEquity Securities. The Debt Securities will be converted into shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities or accrued interest on a converted Debt Security except as described in Section 1509 16.09 and Section 1502(c16.02(c). The Company may, but shall not be required, in connection with any conversion of Debt Securities, to issue a fraction of a share of Georgia-Pacific Group Stock or Timber Stock, as applicable, any Equity Security and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(416.03(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Stock or Timber Stock, as applicable, such Equity Security on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Debt Security shall be entitled to convert the same into Georgia-Pacific Group Stock or Timber Stock, as applicableEquity Securities, such Holder shall surrender such Debt Security duly endorsed to the Company or in blank, or, in the case of Bearer Securities, together with all unmatured Coupons and any matured Coupons in default attached 109 thereto, at the office of the Conversion Agent or at such other place or places, if any, specified pursuant to Section 3013.01 (in the case of Registered Securities) and at an office of the Conversion Agent or at such other place or places, if any, outside of the United States as is specified pursuant to Section 3.01 (in the case of Bearer Securities), and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Debt Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities to be issued. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Debt Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will will, as soon as practicable after the surrender of a Debt Security for conversion, issue and deliver at said office or place to the Holder of a Security, Debt Security or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Stock or Timber Stock, as applicable, Equity Securities while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) If, at the time of surrender pursuant to Section 16.02(a), the Holder of a Bearer security is unable to produce all unmatured Coupon or Coupons or matured Coupon or Coupons in default, such conversion may be effected if the Bearer Securities to be surrendered for conversion are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that except as otherwise provided in Section -------- ------- 12.03, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. 110 (d) A Debt Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Debt Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Stock or Timber Stock, as applicable, Equity Securities issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Stock or Timber Stock, as applicable, Equity Securities as of the close of business on such date. (de) In case any Debt Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debt Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150816.08), a new Debt Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debt Security, together, in the case of Bearer Securities, with any unmatured Coupons and matured Coupons in default attached thereto.

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, each Each Debt Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in pursuant to Section 301 3.01 with respect to the Debt Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Stock or Timber Common Stock, as applicable. The Debt Securities will be converted into shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, or accrued interest on a converted Debt Security except as described in Section 1509 and Section 1502(c)16.09. The Company may, but shall not be required, in connection with any conversion of Debt Securities, to issue a fraction of a share of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(416.03(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Debt Security shall be entitled to convert the same into Georgia-Pacific Group Stock or Timber Common Stock, as applicable, such Holder shall surrender such Debt Security duly endorsed to the Company or in blank, at the office of the Conversion Agent or at such other place or places, if any, specified pursuant to Section 3013.01, and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Debt Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to be issued; provided, however, that no Debt Security or portion thereof shall be accepted for conversion unless the principal amount of such Debt Security or such portion, when added to the principal amount of all other Debt Securities or portions thereof then being surrendered by the Holder thereof for conversion, exceeds the then effective Conversion Price with respect thereto. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Debt Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will will, as soon as practicable after the surrender of a Security for conversionthereafter, issue and deliver at said office or place to the such Holder of a Debt Security, or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Common Stock or Timber Stock, as applicable, while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) . A Debt Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Debt Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Common Stock or Timber Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Common Stock or Timber Stock, as applicable, as of the close of business on such date. (d) . In case any Debt Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debt Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150816.08), a new Debt Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debt Security.

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series, each Each Debt Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in pursuant to Section 301 3.01 with respect to the Debt Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be. The Debt Securities will be converted into shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock or accrued interest on a converted Debt Security except as described in Section 1509 and Section 1502(c)16.09. The Company may, but shall not be required, in connection with any conversion of Debt Securities, to issue a fraction of a share of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(416.03(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Debt Security shall be entitled to convert the same into Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicable, such Holder shall surrender such Debt Security duly endorsed to the Company or in blank, at the office of the Conversion Agent Agent, or at such other place or places, if any, specified pursuant to Section 3013.01 (in the case of Registered Securities) and at an office of the Conversion Agent, and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Debt Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, to be issued; provided, however, that no Debt Security or portion thereof shall be accepted for conversion unless the principal amount of such Debt Security or such portion, when added to the principal amount of all other Debt Securities or portions thereof then being surrendered by the Holder thereof for conversion, exceeds the then effective Conversion Price with respect thereto. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Debt Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will will, as soon as practicable after the surrender of a Security for conversionthereafter, issue and deliver at said office or place to the such Holder of a Debt Security, or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) . A Debt Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Debt Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Common Stock or Timber Preferred Stock, as applicablethe case may be, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Common Stock or Timber Stock, as applicable, Preferred Stock as of the close of business on such date. (d) . In case any Debt Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debt Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150816.08), a new Debt Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debt Security.

Conversion Procedure; Conversion Price; Fractional. Shares. ------ (a) Except as otherwise specified as contemplated by Section 301 3.01 for Debt Securities of any series, each Debt Security of such series to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified pursuant to Section 301 3.01 with respect to the Debt Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Georgia-Pacific Group Stock or Timber Common Stock, as applicable. The Debt Securities will be converted into shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, at the Conversion Price therefor. No payment or adjustment shall be made in respect of dividends on the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, or accrued interest on a converted Debt Security except as described in Section 1509 17.09 and Section 1502(c17.02(c). The Company may, but shall not be required, in connection with any conversion of Debt Securities, to issue a fraction of a share of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, and, if the Company shall determine not to issue any such fraction, the Company shall, subject to Section 1503(417.03(4), make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Georgia-Pacific Group Common Stock or Timber Stock, as applicable, on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Debt Security shall be entitled to convert the same into Georgia-Pacific Group Stock or Timber Common Stock, as applicable, such Holder shall surrender such Debt Security duly endorsed to the Company or in blank, or, in the case of Bearer Securities, together with all unmatured Coupons and any matured Coupons in default attached thereto, at the office of the Conversion Agent or at such other place or places, if any, specified pursuant to Section 3013.01 (in the case of Registered Securities) and at an office of the Conversion Agent or at such other place or places, if any, outside of the United States as is specified pursuant to Section 3.01 (in the case of Bearer Securities), and shall give written notice to the Company at said office or place that he elects to convert the same and shall state in writing therein the principal amount of Debt Securities to be converted and the name or names (with addresses) in which he wishes the certificate or certificates for Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to be issued. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Debt Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will as soon as practicable after the surrender of a Debt Security for conversion, issue and deliver at said office or place to the Holder of a Debt Security, or to his nominee or nominees, certificates for the number of full shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, to which he shall be entitled as aforesaid, together, subject to the last sentence of paragraph (a) above, with cash in lieu of any fraction of a share to which he would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Georgia- Pacific Group Common Stock or Timber Stock, as applicable, while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Georgia-Pacific Group Common Stock or Timber Stock, as applicable, shall be issued and delivered as soon as practicable after the opening of such books or Security Register. (c) If at the time of surrender pursuant to Section 17.02(a), the Holder of a Bearer Security is unable to produce all unmatured Coupon or Coupons or matured Coupon or Coupons in default, such conversion may be effected if the Bearer Securities to be surrendered for conversion are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, -------- however, that except as otherwise provided in Section 12.03, interest ------- represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. (d) A Debt Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Debt Security for conversion as provided above, and the Person or Persons entitled to receive the Georgia- Pacific Group Common Stock or Timber Stock, as applicable, issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Georgia-Pacific Group Common Stock or Timber Stock, as applicable, as of the close of business on such date. (de) In case any Debt Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debt Securities so surrendered, without charge to such Holder (subject to the provisions of Section 150817.08), a new Debt Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debt Security, together, in the case of Bearer Securities, with any unmatured Coupons and matured Coupons in default attached thereto.