Common use of Treasury PEPS Unit Clause in Contracts

Treasury PEPS Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PEPS Units Certificate to purchase, and the Company, to sell, on__________________, 200_, at a price equal to $[25] (the "STATED AMOUNT"), a number of shares of Common Stock, $0.01 par value ("COMMON STOCK") of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury PEPS Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract evidenced hereby an amount (the "PURCHASE CONTRACT PAYMENTS") equal to ____% per annum of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury PEPS Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments. Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury PEPS Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PEPS Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Treasury PEPS Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PEPS Units Certificate to purchase, and the Company, to sell, on__________________, 200_on the Purchase Contract Settlement Date, at a price equal to $[25] 50 (the "STATED AMOUNTStated Amount"), a number of shares of Georgia-Pacific Group Common Stock, $0.01 par value $.80 per share ("COMMON STOCKGeorgia-Pacific Group Stock") of the Company), equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICEPurchase Price") for the shares of Common Georgia-Pacific Group Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury PEPS Unit of which such Purchase Contract is a part. The Company shall pay, quarterly in arrears on each February 16, May 16, August 16 and November 16, commencing November 16, 1999 (each, a "Payment Date"), in respect of each Purchase Contract evidenced hereby an amount (the "PURCHASE CONTRACT PAYMENTSPurchase Contract Payments") equal to ____% .% per annum of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury PEPS Units Certificate (or a Predecessor Treasury PEPS Units Certificate) is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments. Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury PEPS Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PEPS Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Treasury PEPS Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PEPS Units Certificate to purchase, and the Company, to sell, on__________________on November 16, 200_2002, at a price equal to $[25] 25 (the "STATED AMOUNTStated Amount"), a number of shares of Common Stock, $0.01 1.00 par value ("COMMON STOCKCommon Stock") of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICEPurchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury PEPS Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract evidenced hereby an amount (the "PURCHASE CONTRACT PAYMENTSPurchase Contract Payments") equal to ____% per annum of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury PEPS Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments. Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury PEPS Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PEPS Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Treasury PEPS Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PEPS Units Certificate to purchase, and the Company, to sell, on__________________, 200_on the Purchase Contract Settlement Date, at a price equal to $[25] 25 (the "STATED AMOUNTStated Amount"), a number of shares of Common Stock, $0.01 1.00 par value ("COMMON STOCKCommon Stock") of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICEPurchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury PEPS Unit of which such Purchase Contract is a part. The Company shall pay, quarterly in arrears on each February 16, May 16, August 16 and November 16, commencing November 16, 1999 (each, a "Payment Date"), in respect of each Purchase Contract evidenced hereby an amount (the "PURCHASE CONTRACT PAYMENTSPurchase Contract Payments") equal to ____% .% per annum of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury PEPS Units Certificate (or a Predecessor Treasury PEPS Units Certificate) is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer Purchase Contract Payments. Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury PEPS Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PEPS Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Treasury PEPS Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury PEPS Units Certificate to purchase, and the Company, to sell, on__________________on May 18, 200_2004, at a price equal to $[25] 25 (the "STATED AMOUNT"), a number of shares of Common Stock, $0.01 par value ("COMMON STOCK") ), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury PEPS Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury PEPS Unit of which such Purchase Contract is a part. The Company shall pay, pay on each Payment Date, Date in respect of each Purchase Contract forming part of a Treasury PEPS Unit evidenced hereby an amount (the "PURCHASE CONTRACT PAYMENTSContract Adjustment Payments") equal to ____0.46% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months. Such Purchase Contract Payments Adjustment Payments, if any, shall be payable to the Person in whose name this Treasury PEPS Units Certificate (or a Predecessor Treasury PEPS Units Certificate) is registered at the close of business on the Record Date for such Payment Date. The Company mayContract Adjustment Payments, at its optionif any, defer Purchase Contract Payments. Purchase Contract Payments will be payable at the office Corporate Trust Office of the Purchase Contract Agent in and at the New York City Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury PEPS Units RegisterSecurities Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury PEPS Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.