0000041077-01-500033 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 2nd, 2001 • Georgia Pacific Corp • Lumber & wood products (no furniture)

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 NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 2nd, 2001 • Georgia Pacific Corp • Lumber & wood products (no furniture)

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment"), is dated as of September 26, 2001, 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").

AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • October 2nd, 2001 • Georgia Pacific Corp • Lumber & wood products (no furniture)

AMENDMENT No. 1, dated as of November 8, 1999, to the Amended and Restated Rights Agreement, dated as of December 16, 1997 (the "Rights Agreement"), between Georgia-Pacific Corporation, a Georgia corporation (the "Company"), and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").

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