0000041077-00-000030 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • August 10th, 2000 • Georgia Pacific Corp • Lumber & wood products (no furniture) • Georgia

THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment"), is dated as of July 18, 2000, between Georgia-Pacific Corporation, a Georgia corporation (the "Company"), and First Chicago Trust Company of New York, a New York corporation, as Rights Agent (the "Rights Agent").

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AMENDMENT NUMBER ONE TO THE CHANGE OF CONTROL AGREEMENT BETWEEN GEORGIA-PACIFIC CORPORATION AND GARY A. MYERS, DATED MARCH 15, 1999
Georgia Pacific Corp • August 10th, 2000 • Lumber & wood products (no furniture)

WHEREAS, the Board of Directors of Georgia-Pacific Corporation (the "Board") desires to amend the Change of Control Agreement between Georgia-Pacific Corporation and Gary A. Myers, dated March 15, 1999 ("Agreement") to expand the definition of "Change in Control."

AMENDMENT NUMBER ONE TO THE CHANGE OF CONTROL AGREEMENT BETWEEN GEORGIA-PACIFIC CORPORATION AND DONALD L. GLASS, DATED MARCH 15, 1999
Georgia Pacific Corp • August 10th, 2000 • Lumber & wood products (no furniture)

WHEREAS, the Board of Directors of Georgia-Pacific Corporation (the "Board") desires to amend the Change of Control Agreement between Georgia-Pacific Corporation and Donald L. Glass, dated March 15, 1999 ("Agreement") to expand the definition of "Change of Control".

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