0001193125-05-228536 Sample Contracts

October 12, 2005
Koch Industries Inc • November 17th, 2005 • Papers & allied products • Delaware

Koch Industries, Inc. (“Koch” or “you”) now or in the future will be reviewing certain information provided to it by Georgia-Pacific Corporation (“GP”) or its affiliates (“Provider”) to assist Koch in evaluating making a possible purchase of certain stock or assets of GP (the “Project”). In order that Koch may determine the extent of its interest, certain oral and written information regarding the Project will be provided to Koch which is proprietary and confidential information of Provider.

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AGREEMENT AND PLAN OF MERGER between KOCH INDUSTRIES, INC. KOCH FOREST PRODUCTS, INC. and GEORGIA–PACIFIC CORPORATION Dated as of November 13, 2005
Agreement and Plan of Merger • November 17th, 2005 • Koch Industries Inc • Papers & allied products • New York

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of November 13, 2005, between Koch Industries, Inc., a Kansas corporation (“Parent”), Koch Forest Products, Inc., a Georgia corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and Georgia-Pacific Corporation, a Georgia corporation (the “Company”).

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