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RESTATED ARTICLES OF INCORPORATION

OF

GEORGIA-PACIFIC CORPORATION
PURSUANT TO SECTION 14-2-1007 OF THE
GEORGIA BUSINESS CORPORATION CODE

I.

The name of the Corporation is:

"GEORGIA-PACIFIC CORPORATION."


II.

These Restated Articles of Incorporation were approved by the Board of
Directors of the Corporation at a special meeting on September 17, 1997. These
Restated Articles of Incorporation contain amendments requiring shareholder
approval, which amendments were duly approved at a special meeting of the
shareholders of the Corporation on December 16, 1997 in accordance with the
provisions of Section 14-2-1003 of the Georgia Business Corporation Code. These
Restated Articles of Incorporation restate all the provisions of the prior
Restated Articles of Incorporation of the Corporation dated October 30, 1989 so
that, as amended and restated, these Restated Articles of Incorporation read as
follows:

RESTATED ARTICLES OF INCORPORATION

OF

GEORGIA-PACIFIC CORPORATION


ARTICLE I.

The name of the Corporation is:

"GEORGIA-PACIFIC CORPORATION."


ARTICLE II.

The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.


ARTICLE III.

The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is 685,000,000 shares of which 400,000,000 shares shall
be shares of a class of common stock designated as "Common Stock" having a par
value of $.80 per share (the "Existing Common Stock"), 250,000,000 shares
shall be shares of a class of common stock designated as "Georgia-Pacific
Corporation-Timber Group Common Stock," having a par value of $.80 per share
(the "Timber Stock), 10,000,000 shares shall be shares of a class of
preferred stock, without par value per share (the "Preferred Stock"), and
25,000,000 shares shall be shares of a class of junior preferred stock, without
par value per share (the "Junior Preferred Stock"). As of the effective date
of the Articles, and without any further action on the part of the Corporation
or its shareholders, each share of the Existing Common Stock then authorized
shall automatically be redesignated and changed into one fully paid and
nonassessable share of "Georgia-Pacific Corporation-Georgia-Pacific Group
Common Stock", having a par value of $.80 per share (the "Georgia-Pacific
Group Stock", and together with the Timber Stock, the "Common Stock").
Reference to the Articles or these Articles of Incorporation shall refer to
these Restated Articles of Incorporation as the same may be amended from time to
time. Certain capitalized terms used in Articles IV and V shall have the
meanings set forth in Section F. of Article V.

The authorized but unissued shares of Preferred Stock, Junior Preferred Stock
and Common Stock shall be available for issue and sale at any time and from time
to time, either in whole or in part, and upon such terms and conditions and, in
the case of the Preferred Stock and Junior Preferred Stock, for such
consideration, not less than the par value thereof, if any, as may be provided
by the Board of Directors of the Corporation.


ARTICLE IV.

The following is a description of the terms, provisions, preferences, rights,
voting powers, restrictions and qualifications of the Preferred Stock:

A. Dividends on the Preferred Stock shall be cumulative.

B. At any time after full cumulative dividends for all previous dividend
periods shall have been paid on the Preferred Stock and each other class of
stock (if any) ranking prior to or on a parity with the Preferred Stock as to
dividends, and after declaring and setting aside a sum sufficient for the
payment in full of the quarterly dividends on the Preferred Stock and each
such other class of stock for the then current dividend period, then, but not
prior thereto, out of any funds of the Corporation lawfully available
therefor, dividends may be declared on the class or classes of stock junior
to the Preferred Stock as to dividends, subject to the respective terms and
provisions (if any) applying thereto. If at any time the Corporation shall
fail to pay full cumulative dividends on any shares of the Preferred Stock,
thereafter until such dividends shall have been paid or declared and set
apart for payment, the Corporation shall not purchase, redeem or otherwise
acquire for consideration any shares of any class of stock then outstanding
and ranking on a parity with or junior to the Preferred Stock.

C. In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, after payment or provision
for payment of the debts, preferred stock senior to the Preferred Stock and
other liabilities of the Corporation and before any distribution to the
holders of the Common Stock, the Junior Preferred Stock or any other
subordinate preferred stock, the holders of each series of the Preferred
Stock shall be entitled to receive out of the net assets of the Corporation
an amount in cash for each share equal to the amount fixed and determined by
the Board of Directors in the resolution providing for the issuance of the
particular series of Preferred Stock, plus all dividends accumulated and
unpaid on each such share of Preferred Stock up to the date fixed for
distribution, and no more. If the above-stated amount payable in such event
to the holders of the Preferred Stock cannot be paid in full, the holders of
the shares of Preferred Stock shall share ratably in any distribution of
assets in proportion to the sums which would have been paid to them upon such
distribution if all sums payable were paid and discharged in full. Neither
the merger or consolidation of the Corporation, nor the sale, lease or
conveyance of all or a part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the affairs of the Corporation.

D. The Preferred Stock shall rank prior to the Common Stock and the Junior
Preferred Stock both as to dividends and assets, and any class or classes of
stock shall be deemed to rank (i) prior to the Preferred Stock either as to
dividends or assets if the holders of such class or classes shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to
the holders of the Preferred Stock; (ii) on a parity with the Preferred Stock
either as to dividends or assets, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the Preferred Stock, if the holders of such class or
classes of stock shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may
be, in proportion to their respective dividend rates or liquidation prices,
without preference or priority one over the other with respect to the holders
of the Preferred Stock; and (iii) junior to the Preferred Stock either as to
dividends or assets, if the rights of the holders of such class or classes
shall be subject or subordinate to the rights of the holders of the Preferred
Stock in respect of the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be.

E. All shares of Preferred Stock shall be identical except that the Board
of Directors of the Corporation is hereby expressly authorized and empowered
to divide the class of Preferred Stock into one or more series, and, prior to
the issuance of any of such shares in any particular series, to fix and
determine, in the manner provided by law, the number of shares to constitute
such series as well as the provisions of such series described in clauses (a)
through (h) below, and, after a series has been established hereunder by the
Board of Directors and unless otherwise specifically provided in the original
resolution establishing such series, to increase or decrease at any time and
from time to time, in the manner provided by law, the number of shares
included in such series (but not below the number of shares thereof then
issued) by subsequent resolutions adopted by the Board of Directors
(provided, however, that the Board of Directors shall not be authorized to
increase or decrease the number of shares included in the Series A Adjustable
Rate Convertible Preferred Stock, in the Series B Adjustable Rate Convertible
Preferred Stock or in the Series B Adjustable Rate Convertible Preferred
Stock (2nd Issue)):

(a) The distinctive designation of such series;

(b) The rate of dividends, the times of payment and date from which the
dividends shall be accumulated;
(c) Whether shares can be redeemed and, if so, the redemption price and
terms and conditions of redemption;

(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;

(e) Purchase, retirement or sinking fund provisions, if any, for the
redemption or purchase of shares;

(f) The terms and conditions, if any, on which shares may be converted;

(g) Whether or not shares have voting rights, and the extent of any
such voting rights (including, without limitation, the right to elect
directors); and

(h) Any other preferences, rights, restrictions and qualifications of
shares of such class or series permitted by law and these Articles of
Incorporation.

F. Each share of Preferred Stock within an individual series shall be
identical in all respects with the other shares of such series, except for
such changes in dates from which dividends shall first accrue and other
details which because of the passage of time are required to be made in order
for the substantive rights of the holders of the shares of such series to be
identical.

The following is a description of the terms, provisions, preferences, rights,
voting powers, restrictions and qualifications of the Junior Preferred Stock:

A. Dividends on the Junior Preferred Stock shall be cumulative.

B. At any time after full cumulative dividends for all previous dividend
periods shall have been paid on the Junior Preferred Stock and each other
class of stock ranking prior to or on a parity with the Junior Preferred
Stock as to dividends, and after declaring and setting aside a sum sufficient
for the payment in full of the quarterly dividends on the Junior Preferred
Stock and each such other class of stock for the then current dividend
period, then, but not prior thereto, out of any funds of the Corporation
lawfully available therefor, dividends may be declared on the class or
classes of stock junior to the Junior Preferred Stock as to dividends,
subject to the respective terms and provisions (if any) applying thereto. If
at any time the Corporation shall fail to pay full cumulative dividends on
any shares of the Junior Preferred Stock, thereafter until such dividends
shall have been paid or declared and set apart for payment, the Corporation
shall not purchase, redeem or otherwise acquire for consideration any shares
of any class of stock then outstanding and ranking on a parity with or junior
to the Junior Preferred Stock.

C. In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, after payment or provision
for payment of the debts, the Preferred Stock, any other preferred stock
senior to the Junior Preferred Stock and other liabilities of the Corporation
and before any distribution to the holders of the Common Stock or any
subordinate preferred stock, the holders of each series of the Junior
Preferred Stock shall be entitled to receive out of the net assets of the
Corporation an amount in cash for each share equal to the amount fixed and
determined by the Board of Directors in the resolution providing for the
issuance of the particular series of Junior Preferred Stock, plus all
dividends accumulated and unpaid on each such share of Junior Preferred Stock
up to the date fixed for distribution, and no more. If the above-stated
amount payable in such event to the holders of the Junior Preferred Stock
cannot be paid in full, the holders of the shares of Junior Preferred Stock
shall share ratably in any distribution of assets in proportion to the sums
which would have been paid to them upon such distribution if all sums payable
were paid and discharged in full. Neither the merger or consolidation of the
Corporation, nor the sale, lease or conveyance of all or a part of its
assets, shall be deemed to be a liquidation, dissolution or winding up of the
affairs of the Corporation.

D. The Junior Preferred Stock shall rank prior to the Common Stock both as
to dividends and assets, and any class or classes of stock shall be deemed to
rank (i) prior to the Junior Preferred Stock either as to dividends or assets
if the holders of such class or classes shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
the Junior Preferred Stock; (ii) on a parity with the Junior Preferred Stock
either as to dividends or assets, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the Junior Preferred Stock, if the holders of such
class or classes of stock shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in proportion to their respective dividend rates or liquidation
prices, without preference or priority one over the other with respect to the
holders of the Junior Preferred Stock; and (iii) junior to the Junior
Preferred Stock either as to dividends or assets, if the rights of the
holders of such class or classes shall be subject or subordinate to the
rights of the holders of the Junior Preferred Stock in respect of the receipt
of dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be.

E. All shares of Junior Preferred Stock shall be identical except that the
Board of Directors of the Corporation is hereby expressly authorized and
empowered to divide the class of Junior Preferred Stock into one or more
series, and, prior to the issuance of any of such shares in any particular
series, to fix and determine, in the manner provided by law, the number of
shares to constitute such series as well as the provisions of such series
described in clauses (a) through (h) below, and, after a series has been
established hereunder by the Board of Directors and unless otherwise
specifically provided in the original resolution establishing such series, to
increase or decrease at any time and from time to time, in the manner
provided by law, the number of shares included in such series (but not below
the number of shares thereof then issued) by subsequent resolutions adopted
by the Board of Directors:

(a) The distinctive designation of such series;

(b) The rate of dividends, the times of payment and the date from which
the dividends shall be accumulated;

(c) Whether shares can be redeemed and, if so, the redemption price and
terms and conditions of redemption;

(d) The amount payable upon shares in the event of voluntary or
involuntary liquidation;

(e) Purchase, retirement or sinking fund provisions, if any, for the
redemption or purchase of shares;

(f) The terms and conditions, if any, on which shares may be converted;

(g) Whether or not shares have voting rights, and the extent of any
such voting rights (including, without limitation, the right to elect
directors); and

(h) Any other preferences, rights, restrictions and qualifications of
shares of such class or series, permitted by law and these Articles of
Incorporation.

F. Each share of the Junior Preferred Stock within an individual series
shall be identical in all respects with the other shares of such series,
except for such changes in dates from which dividends shall first accrue and
other details which because of the passage of time are required to be made in
order for the substantive rights of the holders of the shares of such series
to be identical.

G. The Board of Directors of the Corporation is hereby expressly
authorized and empowered to declare and pay dividends, in the manner provided
by law, in shares of Junior Preferred Stock in respect to any class of stock
of the Corporation, without the consent of any of the holders of Junior
Preferred Stock then outstanding.

The Corporation shall have the full power to purchase and otherwise acquire
and dispose of its own shares and securities granted by the laws of the State of
Georgia and shall have the right to purchase its shares out of its unreserved
and unrestricted capital surplus available therefor, out of its unreserved and
unrestricted earned surplus available therefor, as well as out of any other
funds legally available therefor. Any Preferred Stock and Junior Preferred Stock
reacquired by the Corporation shall automatically be cancelled upon such
reacquisition but shall remain as authorized Preferred Stock and Junior
Preferred Stock hereunder.

No holder of any stock of any class of the Corporation shall, as such holder,
have any preemptive or preferential right of subscription for any stock of any
class of the Corporation or for any obligations convertible into stock or for
any right of subscription for, or any warrant or option for, the purchase of any
thereof, other than such (if any) as the Board of Directors of the Corporation
in its discretion may determine from time to time.

The following are the voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of "Series A Junior Preferred Stock":
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" and the number of shares
constituting such series shall be zero.

Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Junior
Preferred Stock or any other shares of preferred stock of the Corporation
ranking prior and superior to the shares of Series A Junior Preferred Stock
with respect to dividends, each holder of one one-hundredth (1/100) of a
share (a "Unit") of Series A Junior Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for that purpose, (i) quarterly dividends payable in cash
on the first day of January, April, July and October in each year (each such
date being a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of such Unit of
Series A Junior Preferred Stock, in an amount per Unit (rounded to the
nearest cent) equal to the greater of (a) $0.35 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Junior Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind)
on each Quarterly Dividend Payment Date in an amount per Unit equal to the
aggregate per share amount of all non-cash dividends or other distributions
(other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock, by reclassification or otherwise)
declared on shares of Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a Unit of Series A Junior Preferred
Stock. In the event that the Corporation shall at any time after July 31,
1989 (the "Rights Declaration Date") (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock or (iii) combine outstanding
shares of Common Stock into a smaller number of shares, then in each such
case the amount to which the holder of a Unit of Series A Junior Preferred
Stock was entitled immediately prior to such event pursuant to the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Common Stock that were outstanding immediately
prior to such event.

(B) The Corporation shall declare a dividend or distribution on Units of
Series A Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of
Common Stock (other than a dividend payable in shares of Common Stock);
provided, however, that, in the event no dividend or distribution shall have
been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $0.35 per Unit on the Series A Junior Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series A Junior Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series A Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on Units of Series A Junior Preferred Stock in
an amount less than the aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated pro rata on a unit-by-
unit basis among all Units of Series A Junior Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series A Junior Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.

Section 3. Voting Rights. The holders of Units of Series A Junior
Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series A Junior Preferred Stock shall entitle the holder thereof
to one vote on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock or (iii) combine the outstanding shares of Common
Stock into a smaller number of shares, then in each such case the number
of votes per Unit to which holders of Units of Series A Junior Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which shall be the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of Units
of Series A Junior Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote
of shareholders of the Corporation.
(C) (i) If at any time dividends on any Units of Series A Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a ''default period'') from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series A Junior Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series A Junior Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.

(ii) During any default period, such voting rights of the holders of
Units of Series A Junior Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series A Junior Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series A Junior Preferred Stock shall be present at such meeting in person
or by proxy. The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Units of Series A Junior
Preferred Stock of such rights. At any meeting at which the holders of
Units of Series A Junior Preferred Stock shall exercise such voting right
initially during an existing default period, they shall have the right,
voting separately as a class, to elect Directors to fill up to two
vacancies in the Board of Directors, if any such vacancies may then exist,
or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Series A Junior
Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of Units of Series A Junior Preferred
Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series A
Junior Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to the Series A Junior Preferred Stock.

(iii) Unless the holders of Series A Junior Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any shareholder
or shareholders owning in the aggregate not less than 25% of the total
number of Units of Series A Junior Preferred Stock outstanding may request
in writing, the calling of a special meeting of the holders of Units of
Series A Junior Preferred Stock, which meeting shall thereupon be called
by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series A Junior Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series A Junior Preferred Stock
by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for
a time not earlier than 10 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less
than 25% of the total number of outstanding Units of Series A Junior
Preferred Stock.

(iv) During any default period, the holders of shares of Common Stock
and Units of Series A Junior Preferred Stock, and other classes or series
of stock of the Corporation, if applicable, shall continue to be entitled
to elect all the Directors until the holders of Units of Series A Junior
Preferred Stock shall have exercised their right to elect two Directors
voting as a separate class, after the exercise of which right (x) the
Directors so elected by the holders of Units of Series A Junior Preferred
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and
(y) any vacancy in the Board of Directors may (except as provided in
paragraph (C)(ii) of this Section 3) be filled by a vote of a majority of
the remaining Directors theretofore elected by the holders of the class of
capital stock which elected the Director whose office shall have become
vacant. References in this paragraph (C) to Directors elected by the
holders of a particular class of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series A Junior Preferred Stock as a separate
class to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Units of Series A Junior Preferred Stock as a
separate class shall terminate, and (z) the number of Directors shall be
such number as may be provided for in the Articles or by-laws irrespective
of any increase made pursuant to the provisions of paragraph (C)(ii) of
this Section 3 (such number being subject, however, to change thereafter
in any manner provided by law or in the Articles or by-laws). Any
vacancies in the Board of Directors effected by the provisions of clauses
(y) and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.

(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series A Junior Preferred Stock during
any default period notwithstanding any provisions of the Articles to the
contrary.

(D) Except as set forth herein, holders of Units of Series A Junior
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Shares of Common Stock as set forth herein) for taking any
corporate action.

Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series A Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series A Junior Preferred Stock shall have been paid
in full, the Corporation shall not

(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;

(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series A
Junior Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any junior stock; or

(iv) purchase or otherwise acquire for consideration any Units of
Series A Junior Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.

(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series A Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in
paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not
earned or declared, to the date of such payment, or (b) the amount per Unit
equal to the aggregate per share amount to be distributed to holders of
shares of Common Stock, or (ii) to the holders of shares of parity stock,
unless simultaneously therewith distributions are made ratably on Units of
Series A Junior Preferred Stock and all other shares of such parity stock in
proportion to the total amounts to which the holders of Units of Series A
Junior Preferred Stock are entitled under clause (i)(a) of this sentence and
to which the holders of shares of such parity stock are entitled, in each
case upon such liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding shares of Common Stock into a
smaller number of shares, then in each such case the aggregate amount to
which holders of Units of Series A Junior Preferred Stock were entitled
immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of
this Section 6 shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Common Stock that were outstanding immediately
prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or converted into other
stock or securities, cash and/or any other property, then in any such case
Units of Series A Junior Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per Unit (subject to the provision
for adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, or (iii) combine outstanding Common Stock into a smaller number
of shares, then in each such case the amount set forth in the immediately
preceding sentence with respect to the exchange or conversion of Units of
Series A Junior Preferred Stock shall be adjusted by multiplying such amount
by a fraction the numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event and the denominator
of which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.

Section 8. Redemption. The Units of Series A Junior Preferred Stock
shall not be redeemable.

Section 9. Ranking. The Units of Series A Junior Preferred Stock shall
rank junior to all other series of the Junior Preferred Stock and to any
other class of preferred stock that hereafter may be issued by the
Corporation as to the payment of dividends and the distribution of assets,
unless the terms of any such series or class shall provide otherwise.

Section 10. Amendment. The Articles, including, without limitation,
this resolution, shall not hereafter be amended, either directly or
indirectly, or through merger or consolidation with another corporation, in
any manner that would alter or change the powers, preferences or special
rights of the Series A Junior Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding Units of Series A Junior Preferred Stock, voting separately as a
class.

Section 11. Fractional Shares. The Series A Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series A Junior
Preferred Stock.

Section 12. Certain Definitions. As used herein with respect to the
Series A Junior Preferred Stock, the following terms shall have the following
meanings:

(A) The term "Common Stock" shall mean the class of stock designated
as the common stock, par value $.80 per share, of the Corporation at the
date hereof or any other class of stock resulting from successive changes
or reclassification of the common stock.

(B) The term "junior stock" (i) as used in Section 4, shall mean the
Common Stock and any other class or series of capital stock of the
Corporation hereafter authorized or issued over which the Series A Junior
Preferred Stock has preference or priority as to the payment of dividends
and (ii) as used in Section 6, shall mean the Common Stock and any other
class or series of capital stock of the Corporation over which the Series
A Junior Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.

(C) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series A Junior Preferred Stock as to
dividends and (ii) as used in Section 6, shall mean any class or series of
capital stock ranking pari passu with the Series A Junior Preferred Stock
in the distribution of assets on any liquidation, dissolution or winding
up.

The following are the voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of ''Series B Junior Preferred Stock'':

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series B Junior Preferred Stock" and the number of shares
constituting such series shall be 5,000,000.

Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Preferred
Stock or Junior Preferred Stock or any other shares of capital stock of the
Corporation ranking prior and superior to the shares of Series B Junior
Preferred Stock with respect to dividends, each holder of one one-hundredth
(1/100) of a share (a "Unit") of Series B Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for that purpose, (i) quarterly dividends payable
in cash on the first day of January, April, July and October in each year
(each such date being a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of such
Unit of Series B Junior Preferred Stock, in an amount per Unit (rounded to
the nearest cent) equal to the greater of (a) $0.35 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Georgia-Pacific Group
Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of a Unit of Series B Junior Preferred Stock, and (ii) subject to
the provision for adjustment hereinafter set forth, quarterly distributions
(payable in kind) on each Quarterly Dividend Payment Date in an amount per
Unit equal to the aggregate per share amount of all non-cash dividends or
other distributions (other than a dividend payable in shares of Georgia-
Pacific Group Stock or a subdivision of the outstanding shares of Georgia-
Pacific Group Stock, by reclassification or otherwise) declared on shares of
Georgia-Pacific Group Stock since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a Unit of Series B Junior Preferred
Stock. In the event that the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Georgia-Pacific Group Stock payable in
shares of Georgia-Pacific Group Stock, (ii) subdivide outstanding shares of
Georgia-Pacific Group Stock into a greater number of shares or (iii) combine
outstanding shares of Georgia-Pacific Group Stock into a smaller number of
shares, then in each such case the amount to which the holder of a Unit of
Series B Junior Preferred Stock was entitled immediately prior to such event
pursuant to the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which shall be the number of shares of
Georgia-Pacific Group Stock that are outstanding immediately after such event
and the denominator of which shall be the number of shares of Georgia-Pacific
Group Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on Units of
Series B Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of
Georgia-Pacific Group Stock (other than a dividend payable in shares of
Georgia-Pacific Group Stock); provided, however, that, in the event no
dividend or distribution shall have been declared on the Georgia-Pacific
Group Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $0.35 per
Unit on the Series B Junior Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series B Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series B Junior Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series B Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on Units of Series B Junior Preferred Stock in
an amount less than the aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated pro rata on a unit-by-
unit basis among all Units of Series B Junior Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series B Junior Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.

Section 3. Voting Rights. The holders of Units of Series B Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series B Junior Preferred Stock shall entitle the holder thereof
to one vote on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the
initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Georgia-Pacific Group Stock
payable in shares of Georgia-Pacific Group Stock, (ii) subdivide
outstanding shares of Georgia-Pacific Group Stock into a greater number of
shares or (iii) combine the outstanding shares of Georgia-Pacific Group
Stock into a smaller number of shares, then in each such case the number
of votes per Unit to which holders of Units of Series B Junior Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which shall be the
number of shares of Georgia-Pacific Group Stock outstanding immediately
after such event and the denominator of which shall be the number of
shares of Georgia-Pacific Group Stock that were outstanding immediately
prior to such event.

(B) Except as otherwise provided herein or by law, the holders of Units
of Series A Junior Preferred Stock, Series B Junior Preferred Stock and
Series C Junior Preferred Stock and the holders of shares of Georgia-
Pacific Group Stock and Timber Stock shall vote together as one voting
group on all matters submitted to a vote of shareholders of the
Corporation.

(C)(i) If at any time dividends on any Units of Series B Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a ''default period'') from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series B Junior Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series B Junior Preferred Stock, voting
separately as a voting group, shall have the right to elect two Directors.

(ii) During any default period, such voting rights of the holders of
Units of Series B Junior Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series B Junior Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series B Junior Preferred Stock shall be present at such meeting in person
or by proxy. The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Units of Series B Junior
Preferred Stock of such rights. At any meeting at which the holders of
Units of Series B Junior Preferred Stock shall exercise such voting rights
initially during an existing default period, they shall have the right,
voting separately as a voting group, to elect Directors to fill up to two
vacancies in the Board of Directors, if any such vacancies may then exist,
or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Series B Junior
Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of Units of Series B Junior Preferred
Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series B
Junior Preferred Stock as herein provided or pursuant to the rights of the
Series A Junior Preferred Stock or Series C Junior Preferred Stock or
pursuant to the rights of any equity securities ranking senior to the
Series B Junior Preferred Stock.
(iii) Unless the holders of Series B Junior Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any shareholder
or shareholders owning in the aggregate not less than 25% of the total
number of Units of Series B Junior Preferred Stock outstanding may request
in writing, the calling of a special meeting of the holders of Units of
Series B Junior Preferred Stock, which meeting shall thereupon be called
by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series B Junior Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series B Junior Preferred Stock
by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for
a time not earlier than 10 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less
than 25% of the total number of outstanding Units of Series B Junior
Preferred Stock.

(iv) During any default period, the holders of shares of Georgia-
Pacific Group Stock, Timber Stock and Units of Series B Junior Preferred
Stock, and other classes or series of stock of the Corporation, if
applicable, shall continue to be entitled to elect all the Directors until
the holders of Units of Series B Junior Preferred Stock shall have
exercised their right to elect two Directors voting as a separate voting
group, after the exercise of which right (x) the Directors so elected by
the holders of Units of Series B Junior Preferred Stock shall continue in
office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the
Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by a vote of a majority of the remaining Directors
theretofore elected by the holders of the class or series of capital stock
which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class or series of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series B Junior Preferred Stock as a separate
voting group to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Units of Series B Junior Preferred Stock as a
separate voting group shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Articles or By-laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles or By-laws).
Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a majority
of the remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series B Junior Preferred Stock during
any default period notwithstanding any provisions of the Articles to the
contrary.

(D) Except as set forth herein, holders of Units of Series B Junior
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of shares of Georgia-Pacific Group Stock or Timber Stock or any
other class or series of capital stock of the Corporation, as applicable)
for taking any corporate action.

Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series B Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series B Junior Preferred Stock shall have been paid
in full, the Corporation shall not

(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;

(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series B
Junior Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any junior stock; or

(iv) purchase or otherwise acquire for consideration any Units of
Series B Junior Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.

(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any Units of Series B Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series B Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in
paragraph (B), the greater of either (a) $.01 per Unit plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not
earned or declared, to the date of such payment, or (b) the amount per Unit
equal to the aggregate per share amount to be distributed to holders of
shares of Georgia-Pacific Group Stock, or (ii) to the holders of shares of
parity stock, unless simultaneously therewith distributions are made ratably
on Units of Series B Junior Preferred Stock and all other shares of such
parity stock in proportion to the total amounts to which the holders of Units
of Series B Junior Preferred Stock are entitled under clause (i)(a) of this
sentence and to which the holders of shares of such parity stock are
entitled, in each case upon such liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Georgia-Pacific Group Stock payable in
shares of Georgia-Pacific Group Stock, (ii) subdivide outstanding shares of
Georgia-Pacific Group Stock into a greater number of shares, or (iii) combine
outstanding shares of Georgia-Pacific Group Stock into a smaller number of
shares, then in each such case the aggregate amount to which holders of Units
of Series B Junior Preferred Stock were entitled immediately prior to such
event pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Georgia-Pacific Group Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Georgia-Pacific Group Stock that were outstanding
immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Georgia-Pacific Group Stock are exchanged for or
converted into other stock or securities, cash and/or any other property,
then in any such case Units of Series B Junior Preferred Stock shall at the
same time be similarly exchanged for or converted into an amount per Unit
(subject to the provision for adjustment hereinafter set forth) equal to the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Georgia-Pacific Group Stock is converted or exchanged. In the event the
Corporation shall at any time after the initial issuance of Georgia-Pacific
Group Stock and Timber Stock (i) declare any dividend on outstanding shares
of Georgia-Pacific Group Stock payable in shares of Georgia-Pacific Group
Stock, (ii) subdivide outstanding shares of Georgia-Pacific Group Stock into
a greater number of shares, or (iii) combine outstanding Georgia-Pacific
Group Stock into a smaller number of shares, then in each such case the
amount set forth in the immediately preceding sentence with respect to the
exchange or conversion of Units of Series B Junior Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Georgia-Pacific Group Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Georgia-Pacific Group Stock that were outstanding
immediately prior to such event.

Section 8. Redemption. The Units of Series B Junior Preferred Stock
shall not be redeemable. Notwithstanding the foregoing, the Corporation may
acquire shares of Series B Junior Preferred Stock in any other manner
permitted by applicable law or these Articles.

Section 9. Ranking. The Units of Series B Junior Preferred Stock shall
rank senior to the Georgia-Pacific Group Stock and the Timber Stock, on a
parity with the Series A Junior Preferred Stock and Series C Junior Preferred
Stock and junior to all other series of the Junior Preferred Stock and to any
other series or class of Preferred Stock that hereafter may be issued by the
Corporation as to the payment of distributions and dividends and the
distribution of assets upon liquidation, unless the terms of any such series
or class shall provide otherwise.

Section 10. Amendment. The Articles shall not hereafter be amended,
either directly or indirectly, or through merger or consolidation with
another corporation, in any manner that would alter or change the powers,
preferences or special rights of the Series B Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series B Junior Preferred Stock,
voting separately as a voting group.

Section 11. Fractional Shares. The Series B Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series B Junior
Preferred Stock.

Section 12. Certain Definitions. As used herein with respect to the
Series B Junior Preferred Stock, the following terms shall have the following
meanings:

(A) The term "junior stock" (i) as used in Section 4, shall mean the
Georgia-Pacific Group Stock and the Timber Stock and any other class or
series of capital stock of the Corporation hereafter authorized or issued
over which the Series B Junior Preferred Stock has preference or priority
as to the payment of dividends and (ii) as used in Section 6, shall mean
the Georgia-Pacific Group Stock and the Timber Stock and any other class
or series of capital stock of the Corporation over which the Series B
Junior Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.

(B) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series B Junior Preferred Stock as to
dividends and (ii) as used in Section 6, shall mean any class or series of
capital stock ranking pari passu with the Series B Junior Preferred Stock
in the distribution of assets on any liquidation, dissolution or winding
up.

The following are the voting powers, designation, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, in addition to those previously set forth in this
Article IV, of "Series C Junior Preferred Stock":

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series C Junior Preferred Stock" and the number of shares
constituting such series shall be 5,000,000.

Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Preferred
Stock or Junior Preferred Stock or any other shares of capital stock of the
Corporation ranking prior and superior to the shares of Series C Junior
Preferred Stock with respect to dividends, each holder of one one-hundredth
(1/100th) of a share (a "Unit") of Series C Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for that purpose, (i) quarterly dividends payable
in cash on the first day of January, April, July and October in each year
(each such date being a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of such
Unit of Series C Junior Preferred Stock, in an amount per Unit (rounded to
the nearest cent) equal to the greater of (a) $0.35 or (b) subject to the
provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Timber Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series C Junior Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind)
on each Quarterly Distribution Payment Date in an amount per Unit equal to
the aggregate per share amount of all non-cash dividends or other
distributions (other than a dividend payable in shares of Timber Stock or a
subdivision of the outstanding shares of Timber Stock, by reclassification or
otherwise) declared on shares of Timber Stock since the immediately preceding
Quarterly Dividend Payment Date, or with respect to the first Quarterly
Dividend Payment Date, since the first issuance of a Unit of Series C Junior
Preferred Stock. In the event that the Corporation shall at any time after
the initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Timber Stock payable in shares
of Timber Stock, (ii) subdivide outstanding shares of Timber Stock into a
greater number of shares or (iii) combine outstanding shares of Timber Stock
into a smaller number of shares, then in each such case the amount to which
the holder of a Unit of Series C Junior Preferred Stock was entitled
immediately prior to such event pursuant to the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which
shall be the number of shares of Timber Stock that are outstanding
immediately after such event and the denominator of which shall be the number
of shares of Timber Stock that were outstanding immediately prior to such
event.

(B) The Corporation shall declare a dividend or distribution on Units of
Series C Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of
Timber Stock (other than a dividend payable in shares of Timber Stock);
provided, however, that, in the event no dividend or distribution shall have
been declared on the Timber Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $0.35 per Unit on the Series C Junior Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series C Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of such Unit of
Series C Junior Preferred Stock, unless the date of issuance of such Unit is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case, dividends on such Unit shall begin to accrue from the date of
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of Units of Series C Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on Units of Series C Junior Preferred Stock in
an amount less than the aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated pro rata on a unit-by-
unit basis among all Units of Series C Junior Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series C Junior Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.

Section 3. Voting Rights. The holders of Units of Series C Junior
Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series C Junior Preferred Stock shall entitle the holder thereof
to the number of votes per share which the holders of Timber Stock then
have with respect to matters submitted to a vote of the shareholders of
the Corporation. In the event the Corporation shall at any time after the
initial issuance of Georgia-Pacific Group Stock and Timber Stock (i)
declare any dividend on outstanding shares of Timber Stock payable in
shares of Timber Stock, (ii) subdivide outstanding shares of Timber Stock
into a greater number of shares or (iii) combine the outstanding shares of
Timber Stock into a smaller number of shares, then in each such case the
number of votes per Unit to which holders of Units of Series C Junior
Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which
shall be the number of shares of Timber Stock outstanding immediately
after such event and the denominator of which shall be the number of
shares of Timber Stock that were outstanding immediately prior to such
event.

(B) Except as otherwise provided herein or by applicable law, the
holders of Units of Series A Junior Preferred Stock, Series B Junior
Preferred Stock and Series C Junior Preferred Stock and the holders of
shares of Timber Stock and Georgia-Pacific Group Stock shall vote together
as one voting group on all matters submitted to a vote of shareholders of
the Corporation.

(C)(i) If at any time dividends on any Units of Series C Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a "default period") from the
occurrence of such event until such time as all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all Units of Series C Junior Preferred Stock
then outstanding shall have been declared and paid or set apart for
payment, all holders of Units of Series C Junior Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.

(ii) During any default period, such voting rights of the holders of
Units of Series C Junior Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor any
right of the holders of Units of Series C Junior Preferred Stock to
increase, in certain cases, the authorized number of Directors may be
exercised at any meeting unless one-third of the outstanding Units of
Series C Junior Preferred Stock shall be present at such meeting in person
or by proxy. The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Units of Series C Junior
Preferred Stock of such rights. At any meeting at which the holders of
Units of Series C Junior Preferred Stock shall exercise such voting rights
initially during an existing default period, they shall have the right,
voting separately as a voting group, to elect Directors to fill up to two
vacancies in the Board of Directors, if any such vacancies may then exist,
or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting
does not amount to the required number, the holders of the Series C Junior
Preferred Stock shall have the right to make such increase in the number
of Directors as shall be necessary to permit the election by them of the
required number. After the holders of Units of Series C Junior Preferred
Stock shall have exercised their right to elect Directors during any
default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of Series C
Junior Preferred Stock as herein provided or pursuant to the rights of the
Series A Junior Preferred Stock or Series B Junior Preferred Stock or
pursuant to the rights of any equity securities ranking senior to the
Series C Junior Preferred Stock.

(iii) Unless the holders of Series C Junior Preferred Stock shall,
during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any shareholder
or shareholders owning in the aggregate not less than 25% of the total
number of Units of Series C Junior Preferred Stock outstanding may request
in writing, the calling of a special meeting of the holders of Units of
Series C Junior Preferred Stock, which meeting shall thereupon be called
by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series C Junior Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Units of Series C Junior Preferred Stock
by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be called for
a time not earlier than 10 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less
than 25% of the total number of outstanding Units of Series C Junior
Preferred Stock.

(iv) During any default period, the holders of shares of Georgia-
Pacific Group Stock, Timber Stock and Units of Series C Junior Preferred
Stock, and other classes or series of stock of the Corporation, if
applicable, shall continue to be entitled to elect all the Directors until
the holders of Units of Series C Junior Preferred Stock shall have
exercised their right to elect two Directors voting as a separate voting
group, after the exercise of which right (x) the Directors so elected by
the holders of Units of Series C Junior Preferred Stock shall continue in
office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the
Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by a vote of a majority of the remaining Directors
theretofore elected by the holders of the class or series of capital stock
which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class or series of capital stock shall include Directors
elected by such Directors to fill vacancies as provided in clause (y) of
the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series C Junior Preferred Stock as a separate
voting group to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Units of Series C Junior Preferred Stock as a
separate voting group shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Articles or By-laws
irrespective of any increase made pursuant to the provisions of paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles or By-laws).
Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a majority
of the remaining Directors.

(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series C Junior Preferred Stock during
any default period notwithstanding any provisions of the Articles to the
contrary.

(D) Except as set forth herein, holders of Units of Series C Junior
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of shares of Georgia-Pacific Group Stock or Timber Stock or any
other class or series of capital stock of the Corporation, as applicable)
for taking any corporate action.

Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series C Junior
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared,
on outstanding Units of Series C Junior Preferred Stock shall have been paid
in full, the Corporation shall not

(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;

(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series C
Junior Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any junior stock; or

(iv) purchase or otherwise acquire for consideration any Units of
Series C Junior Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units.

(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any Units of Series C Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series C Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in
paragraph (B), the greater of (a) $.01 per Unit plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not earned
or declared, to the date of such payment, or (b) the amount per Unit equal to
the aggregate per share amount to be distributed to holders of shares of
Timber Stock, or (ii) to the holders of shares of parity stock, unless
simultaneously therewith distributions are made ratably on Units of Series C
Junior Preferred Stock and all other shares of such parity stock in
proportion to the total amounts to which the holders of Units of Series C
Junior Preferred Stock are entitled under clause (i)(a) of this sentence and
to which the holders of shares of such parity stock are entitled, in each
case upon such liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Timber Stock payable in shares of Timber
Stock, (ii) subdivide outstanding shares of Timber Stock into a greater
number of shares, or (iii) combine outstanding shares of Timber Stock into a
smaller number of shares, then in each such case the aggregate amount to
which holders of Units of Series C Junior Preferred Stock were entitled
immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of
this Section 6 shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Timber Stock that are
outstanding immediately after such event and the denominator of which shall
be the number of shares of Timber Stock that were outstanding immediately
prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Timber Stock are exchanged for or converted into other
stock or securities, cash and/or any other property, then in any such case
Units of Series C Junior Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per Unit (subject to the provision
for adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Timber Stock is converted or
exchanged. In the event the Corporation shall at any time after the initial
issuance of Georgia-Pacific Group Stock and Timber Stock (i) declare any
dividend on outstanding shares of Timber Stock payable in shares of Timber
Stock, (ii) subdivide outstanding shares of Timber Stock into a greater
number of shares, or (iii) combine outstanding Timber Stock into a smaller
number of shares, then in each such case the amount set forth in the
immediately preceding sentence with respect to the exchange or conversion of
Units of Series C Junior Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which shall be the number of
shares of Timber Stock that are outstanding immediately after such event and
the denominator of which shall be the number of shares of Timber Stock that
were outstanding immediately prior to such event.

Section 8. Redemption. The Units of Series C Junior Preferred Stock
shall not be redeemable. Notwithstanding the foregoing, the Corporation may
acquire shares of Series C Junior Preferred Stock in any other manner
permitted by applicable law or the Articles.

Section 9. Ranking. The Units of Series C Junior Preferred Stock shall
rank senior to the Timber Stock and the Georgia-Pacific Group Stock, on a
parity with the Series A Junior Preferred Stock and Series B Junior Preferred
Stock and junior to all other series of the Junior Preferred Stock and to any
other series or class of Preferred Stock that hereafter may be issued by the
Corporation as to the payment of dividends and the distribution of assets,
unless the terms of any such series or class shall provide otherwise.

Section 10. Amendment. The Articles shall not hereafter be amended,
either directly or indirectly, or through merger or consolidation with
another corporation, in any manner that would alter or change the powers,
preferences or special rights of the Series C Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series C Junior Preferred Stock,
voting separately as a voting group.

Section 11. Fractional Shares. The Series C Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions
shall entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series C Junior
Preferred Stock.

Section 12. Certain Definitions. As used herein with respect to the
Series C Junior Preferred Stock, the following terms shall have the following
meanings:

(A) The term "junior stock" (i) as used in Section 4, shall mean the
Georgia-Pacific Group Stock and the Timber Stock and any other class or
series of capital stock of the Corporation hereafter authorized or issued
over which the Series C Junior Preferred Stock has preference or priority
as to the payment of dividends and (ii) as used in Section 6, shall mean
the Georgia-Pacific Group Stock and the Timber Stock and any other class
or series of capital stock of the Corporation over which the Series C
Junior Preferred Stock has preference or priority in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation.

(B) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series C Junior Preferred Stock as to
dividends and (ii) as used in Section 6, shall mean any class or series of
capital stock ranking pari passu with the Series C Junior Preferred Stock
in the distribution of assets on any liquidation, dissolution or winding
up.


ARTICLE V.

The following is a description of the terms, provisions, preferences, rights,
voting powers, restrictions and qualifications of the Common Stock.

A. Distributions. Subject to any preferences, limitations and relative
rights of any outstanding series of the Preferred Stock or the Junior Preferred
Stock and any qualifications or restrictions on the Common Stock created
thereby, distributions may be authorized and made upon the Georgia-Pacific Group
Stock and the Timber Stock, upon the terms with respect to each such class, and
subject to the limitations provided for below in this Section A, as the Board
of Directors may determine.

(a) Distributions on Georgia-Pacific Group Stock. Distributions on
Georgia-Pacific Group Stock may be authorized and made only out of the lesser
of (i) the assets of the Corporation legally available therefor and (ii) the
Georgia-Pacific Group Available Distribution Amount.

(b) Distributions on Timber Stock. Distributions on Timber Stock may be
authorized and made only out of the lesser of (i) the assets of the
Corporation legally available therefor and (ii) the Timber Group Available
Distribution Amount.

(c) Discrimination in Distributions Between Classes of Common Stock. The
Board of Directors, subject to the provisions of paragraphs A.(a) and A.(b),
may at any time authorize and make distributions exclusively on Georgia-
Pacific Group Stock, exclusively on Timber Stock or on both such classes, in
equal or unequal amounts, notwithstanding the amount of distributions
previously authorized on each class, the respective voting or liquidation
rights of each class or any other factor.

(d) Share Dividends. Except as permitted by paragraph D.(a), the Board
of Directors may declare and pay dividends of shares of the Common Stock (or
Convertible Securities convertible into or exchangeable or exercisable for
shares of the Common Stock) on shares of the Common Stock or shares of the
Preferred Stock or the Junior Preferred Stock only as follows:

(i) dividends of shares of Georgia-Pacific Group Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of
Georgia-Pacific Group Stock) on shares of Georgia-Pacific Group Stock or
shares of the Preferred Stock or the Junior Preferred Stock attributed to
the Georgia-Pacific Group; and

(ii) dividends of shares of Timber Stock (or Convertible Securities
convertible into or exchangeable or exercisable for shares of Timber
Stock) on shares of Timber Stock or shares of the Preferred Stock or the
Junior Preferred Stock attributed to the Timber Group.

For purposes of this paragraph A.(d), any outstanding Convertible Securities
that are convertible into or exchangeable or exercisable for any other
Convertible Securities which are themselves convertible into or exchangeable or
exercisable for Georgia-Pacific Group Stock or Timber Stock (or other
Convertible Securities that are so convertible, exchangeable or exercisable)
shall be deemed to have been converted, exchanged or exercised in full for such
Convertible Securities.

B. Voting Rights.

(a) General. Except as otherwise provided by law, by the terms of any
outstanding series of Preferred Stock or Junior Preferred Stock or any
provision of the Articles restricting the power to vote on a specified matter
to other shareholders, the entire voting power of the shareholders of the
Corporation shall be vested in the holders of the Common Stock, who shall be
entitled to vote on any matter on which the holders of stock of the
Corporation shall, by law or by the provisions of the Articles or the Bylaws
of the Corporation, be entitled to vote, and both classes of Common Stock
shall vote thereon together as a single voting group.

(b) Number of Votes for Each Class of Common Stock. On each matter to be
voted on by the holders of both classes of the Common Stock voting together
as a single voting group, the number of votes per share of each class shall
be as follows:

(i) each outstanding share of Georgia-Pacific Group Stock shall have
one vote; and

(ii) each outstanding share of Timber Stock shall have a number of
votes (including a fraction of one vote) equal to the number of votes
determined by the ratio of the weighted average during the 20 Trading Days
ending on the tenth Trading Day prior to the record date for determining
the shareholders entitled to vote of the Market Value of a share of the
Timber Stock to the weighted average over the same 20 Trading Days of the
Market Value of the Georgia-Pacific Group Stock, expressed as a decimal
fraction rounded to the nearest three decimal places, determined as
follows: (A) the numerator of such fraction shall be the sum of (1) four
times the average Market Value of one share of Timber Stock over the
period of five Trading Days ending on such tenth Trading Day prior to such
record date, (2) three times the average Market Value of one share of
Timber Stock over the period of five Trading Days ending on the 15th
Trading Day prior to such record date, (3) two times the average Market
Value of one share of Timber Stock over the period of five Trading Days
ending on the 20th Trading Day prior to such record date and (4) the
average Market Value of one share of Timber Stock over the period of five
Trading Days ending on the 25th Trading Day prior to such record date and
(B) the denominator of such fraction shall be the sum of (1) four times
the average Market Value of one share of Georgia-Pacific Group Stock over
the period of five Trading Days ending on such tenth Trading Day prior to
such record date, (2) three times the average Market Value of one share of
Georgia-Pacific Group Stock over the period of five Trading Days ending on
the 15th Trading Day prior to such record date, (3) two times the average
Market Value of one share of Georgia-Pacific Group Stock over the period
of five Trading Days ending on the 20th Trading Day prior to such record
date and (4) the average Market Value of one share of Georgia-Pacific
Group Stock over the period of five Trading Days ending on the 25th
Trading Day prior to such record date.

Notwithstanding the foregoing provisions of this paragraph B., if shares of
only one class of the Common Stock are outstanding on the record date for
determining the common shareholders entitled to vote on any matter, then each
share of that class shall be entitled to one vote and, if either class of the
Common Stock is entitled to vote as a separate voting group with respect to any
matter, each share of that class shall, for purpose of such vote, be entitled to
one vote on such matter.

In addition to any provision of law or any provision of the Articles
entitling the holders of outstanding shares of Georgia-Pacific Group Stock or
Timber Stock to vote as a separate voting group, the Board of Directors may
condition the approval of any matter submitted to shareholders on receipt of a
separate vote of the holders of outstanding shares of Georgia-Pacific Group
Stock or Timber Stock.

C. Liquidation Rights. In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, after payment or
provision for payment of the debts and other liabilities of the Corporation and
the full preferential amounts (including any accumulated and unpaid dividends)
to which the holders of any outstanding shares of the Preferred Stock or the
Junior Preferred Stock are entitled (regardless of the Group to which such
shares of the Preferred Stock or the Junior Preferred Stock were attributed),
the holders of the Georgia-Pacific Group Stock and Timber Stock shall be
entitled to receive the assets, if any, of the Corporation remaining for
distribution to holders of the Common Stock on a per share basis in proportion
to the respective liquidation units per share of such class. Each share of
Georgia-Pacific Group Stock shall have one liquidation unit and each share of
Timber Stock shall have a number of liquidation units (including a fraction of
one liquidation unit) equal to the number of liquidation units determined by the
ratio of the weighted average during the 20 Trading Days ending on the 40th
Trading Day immediately succeeding the date of the effectiveness of these
Articles of Incorporation of the Market Value of a share of the Timber Stock to
the weighted average over the same 20 Trading Days of the Market Value of the
Georgia-Pacific Group Stock, expressed as a decimal fraction rounded to the
nearest three decimal places, determined as follows: (A) the numerator of such
fraction shall be the sum of (1) four times the average Market Value of one
share of Timber Stock over the period of five Trading Days ending on such date,
(2) three times the average Market Value of one share of Timber Stock over the
period of five Trading Days ending on the 5th Trading Day prior to such date,
(3) two times the average Market Value of one share of Timber Stock over the
period of five Trading Days ending on the 10th Trading Day prior to such date
and (4) the average Market Value of one share of Timber Stock over the period of
five Trading Days ending on the 15th Trading Day prior to such date and (B) the
denominator of such fraction shall be the sum of (1) four times the average
Market Value of one share of Georgia-Pacific Group Stock over the period of five
Trading Days ending on such date, (2) three times the average Market Value of
one share of Georgia-Pacific Group Stock over the period of five Trading Days
ending on the 5th Trading Day prior to such date, (3) two times the average
Market Value of one share of Georgia-Pacific Group Stock over the period of five
Trading Days ending on the 10th Trading Day prior to such date and (4) the
average Market Value of one share of Georgia-Pacific Group Stock over the period
of five Trading Days ending on the 15th Trading Day prior to such date. Neither
a merger nor share exchange of the Corporation into or with any other company,
nor a merger or share exchange of any other company into or with the
Corporation, nor a sale, lease, exchange or other disposition of all or any part
of the assets of the Corporation, shall, alone, be deemed a liquidation of the
Corporation, or cause the dissolution of the Corporation, for purposes of this
Section C.

If the Corporation shall in any manner subdivide (by stock split,
reclassification or otherwise) or combine (by reverse stock split,
reclassification or otherwise) the outstanding shares of Georgia-Pacific Group
Stock or Timber Stock, or declare a dividend in shares of either class to
holders of such class, the per share liquidation units of either class of the
Common Stock specified in the preceding paragraph of this paragraph C., as
adjusted from time to time, shall be appropriately adjusted, as determined by
the Board of Directors, so as to avoid dilution in the aggregate, relative
liquidation rights of the shares of any class of the Common Stock.

D. Conversion or Redemption of the Common Stock. The Georgia-Pacific Group
Stock is subject to conversion or redemption and the Timber Stock is subject to
conversion or redemption upon the terms provided below in this Section D.;
provided, however, that neither class of the Common Stock may be converted or
redeemed if the other class of Common Stock has been converted or redeemed in
its entirety or notice thereof shall have been given as required by this Section
D.

(a) Mandatory and Optional Conversion and Redemption of Common Stock Other
than for Subsidiary Stock.

(i) In the event of the Disposition, in one transaction or a series of
related transactions, by the Corporation and/or its subsidiaries of all or
substantially all of the properties and assets attributed to either Group
to one or more persons or entities (other than (w) the Disposition by the
Corporation of all or substantially all its properties and assets in one
transaction or a series of related transactions in connection with the
dissolution, liquidation or winding up of the Corporation and the
distribution of assets to shareholders as referred to in Section C., (x)
the Disposition of the properties and assets attributed to either Group as
contemplated by paragraph D.(b) or otherwise to all holders of shares of
such Group divided among such holders on a pro rata basis in accordance
with the number of shares of stock issued in respect of such Group
outstanding, (y) to any person or entity controlled (as determined by the
Board of Directors) by the Corporation or (z) in connection with a Related
Business Transaction), the Corporation shall, on or prior to the 85th
Trading Day after the date of consummation of such Disposition (the
''Disposition Date''), make a distribution on the class of the Common
Stock relating to the Group subject to such Disposition or redeem some or
all of such Common Stock or convert such Common Stock into Common Stock
relating to the other Group (or another class or series of common stock of
the Corporation), all as provided by the following paragraphs D.(a)(i)(1)
and D.(a)(i)(2) and, to the extent applicable, by paragraph D.(c), as the
Board of Directors shall have selected among such alternatives:

(1) provided that there are assets of the Corporation legally
available therefor:

(A) make or pay to the holders of the shares of the class of the
Common Stock relating to the Group subject to such disposition a
distribution or dividend, as the Board of Directors shall have
authorized and declared subject to compliance with Section A., in
cash and/or in securities (other than a dividend of the Common
Stock) or other property having a Fair Value as of the Disposition
Date equal to the Fair Value as of the Disposition Date of the Net
Proceeds of such Disposition; or

(B)(I) subject to the last sentence of this paragraph D.(a)(i), if
such Disposition involves all (not merely substantially all) of the
properties and assets attributed to such Group, redeem as of the
Redemption Date determined as provided by paragraph D.(d)(iii), all
outstanding shares of the Common Stock relating to the Group subject
to such Disposition in exchange for cash and/or securities (other
than the Common Stock) or other property having a Fair Value as of
the Disposition Date equal to the Fair Value as of the Disposition
Date of the Net Proceeds of such Disposition; or

(II) subject to the last sentence of this paragraph D.(a)(i), if
such Disposition involves substantially all (but not all) of the
properties and assets attributed to such Group, redeem as of the
Redemption Date determined as provided by paragraph D.(d)(iv) such
number of whole shares of the class of the Common Stock relating to
the Group subject to such Disposition (which may be all, but not
more than all, of such shares outstanding) as have in the aggregate
an average Market Value during the period of ten consecutive Trading
Days beginning on the 16th Trading Day immediately succeeding the
Disposition Date closest to the Fair Value as of the Disposition
Date of the Net Proceeds of such Disposition in exchange for cash
and/or securities (other than the Common Stock) or other property
having a Fair Value as of the Disposition Date in the aggregate
equal to such Fair Value of the Net Proceeds; or
(2) declare that each outstanding share of the class of the Common
Stock relating to the Group subject to such Disposition shall be
converted as of the Conversion Date determined as provided by paragraph
D.(d)(v) into a number of fully paid and nonassessable shares of the
class of the Common Stock relating to the other Group (or, if the class
of the Common Stock relating to the other Group is not Publicly Traded
at such time and shares of another class or series of the Common Stock
of the Corporation (other than the class of the Common Stock relating
to the Group subject to such Disposition) are then Publicly Traded, of
such other class or series of the common stock as has the largest
Market Capitalization as of the close of business on the Trading Day
immediately preceding the date of the notice of such conversion
required by paragraph D.(d)(v)) equal to 110% of the ratio, expressed
as a decimal fraction rounded to the nearest five decimal places, of
the average Market Value of one share of the Common Stock relating to
the Group subject to such Disposition over the period of 10 consecutive
Trading Days beginning on the 16th Trading Day immediately succeeding
the Disposition Date to the average Market Value of one share of the
Common Stock relating to the other Group (or such other class or series
of common stock) over the same 10 Trading Day period.

Notwithstanding the foregoing provisions of this paragraph D.(a)(i),
the Corporation shall redeem shares of a class of the Common Stock as
provided by paragraphs D.(a)(i)(1)(B)(I) or (II) only if the amount to
be paid in redemption of such stock is less than or equal to the
Available Distribution Amount with respect to the Group subject to such
Disposition as of the Redemption Date.

(ii) For purposes of this paragraph D.(a):

(1) as of any date, "substantially all of the properties and
assets" attributed to either Group shall mean a portion of such
properties and assets (x) that represents at least 80% of the Fair
Value of the properties and assets attributed to such Group as of such
date or (y) from which were derived at least 80% of the aggregate
revenues for the immediately preceding twelve fiscal quarterly periods
of the Corporation (calculated on a pro forma basis to include revenues
derived from any of such properties and assets acquired during such
period) derived from the properties and assets of such Group as of such
date;

(2) in the case of a Disposition of the properties and assets
attributed to either Group in a series of related transactions, such
Disposition shall not be deemed to have been consummated until the
consummation of the last of such transactions; and

(3) the Board of Directors may make or pay any distribution or
dividend or redemption price referred to in paragraph D.(a)(i) in cash,
securities (other than the Common Stock) or other property, regardless
of the form or nature of the proceeds of the Disposition.

(iii) After the payment of the distribution or the redemption price
with respect to the class of the Common Stock relating to the Group
subject to a Disposition as provided for by paragraph D.(a)(i)(1), the
Board of Directors may declare that each share of such class of the Common
Stock remaining outstanding shall be converted, but only as of a
Conversion Date (determined as provided by paragraph D.(d)(v)) prior to
the first anniversary of the payment of such distribution or redemption
price, into a number of fully paid and nonassessable shares of the class
of the Common Stock relating to the other Group (or, if the class of the
Common Stock relating to the other Group is not Publicly Traded at such
time and shares of any other class or series of common stock of the
Corporation (other than the class of the Common Stock relating to the
Group subject to such Disposition) are then Publicly Traded, of such other
class or series of common stock of the Corporation as has the largest
Market Capitalization as of the close of business on the Trading Day
immediately preceding the date of the notice of such conversion required
by paragraph D.(d)(v)) equal to 110% of the Market Value Ratio of the
Converted Stock to the Consideration Stock as of the fifth Trading Day
prior to the date of the notice of such conversion required by paragraph
D.(d)(v).

(iv) The Board of Directors may at any time declare that each
outstanding share of either Georgia-Pacific Group Stock or Timber Stock
shall be converted, as of a Conversion Date determined as provided by
paragraph D.(d)(v), into the number of fully paid and nonassessable shares
of Timber Stock or Georgia-Pacific Group Stock, respectively (or, if such
latter class of Common Stock of the Corporation is not Publicly Traded at
such time and shares of any other class or series of common stock of the
Corporation (other than the class of the Common Stock subject to such
conversion) are then Publicly Traded, of such other class or series of
common stock of the Corporation as has the largest Market Capitalization
as of the close of business on the Trading Day immediately preceding the
date of the notice of conversion required by paragraph D.(d)(v)) equal to
115% of the Market Value Ratio of the Converted Stock to the Consideration
Stock as of the fifth Trading Day prior to the date of the notice of such
conversion required by paragraph D.(d)(v).

(b) Redemption of Common Stock for Subsidiary Stock.

(i) At any time at which all of the assets and liabilities attributed
to the Timber Group (and no other assets or liabilities of the Corporation
or any subsidiary thereof) are held directly or indirectly by one or more
wholly-owned subsidiaries of the Corporation (each, a ''Timber Group
Subsidiary''), the Board of Directors may, provided that there are assets
of the Corporation legally available therefor, redeem all of the
outstanding shares of Timber Stock, on a Redemption Date of which notice
is delivered in accordance with paragraph D.(d)(vi), in exchange for all
of the shares of common stock of each Timber Group Subsidiary as will be
outstanding immediately following such exchange of shares, such Timber
Group Subsidiary shares to be delivered to the holders of shares of Timber
Stock on the Redemption Date either directly or indirectly through another
Timber Group Subsidiary (as a wholly-owned subsidiary thereof) and to be
divided among the holders of Timber Stock pro rata in accordance with the
number of shares of Timber Stock held by each on such Redemption Date,
each of which shares of common stock of such Timber Group Subsidiary shall
be, upon such delivery, fully paid and nonassessable.

(ii) At any time at which all of the assets and liabilities attributed
to the Georgia-Pacific Group (and no other assets or liabilities of the
Corporation or any subsidiary thereof) are held directly or indirectly by
one or more wholly-owned subsidiaries of the Corporation (each, a
"Georgia-Pacific Group Subsidiary"), the Board of Directors may,
provided that there are assets of the Corporation legally available
therefor, redeem all of the outstanding shares of Georgia-Pacific Group
Stock, on a Redemption Date of which notice is delivered in accordance
with paragraph D.(d)(vi) of this Article, in exchange for all of the
shares of common stock of each Georgia-Pacific Group Subsidiary as will be
outstanding immediately following such exchange of shares, such shares of
common stock of each Georgia-Pacific Group Subsidiary to be delivered to
the holders of shares of Georgia-Pacific Group Stock on the Redemption
Date either directly or indirectly through another Georgia-Pacific Group
Subsidiary (as a wholly-owned subsidiary thereof) and to be divided among
the holders of Georgia-Pacific Group Stock pro rata in accordance with the
number of shares of Georgia-Pacific Group Stock held by each on such
Redemption Date, each of which shares of common stock of such Georgia-
Pacific Group Subsidiary shall be, upon such delivery, fully paid and
nonassessable.

(c) Treatment of Convertible Securities. After any Conversion Date or
Redemption Date on which all outstanding shares of either class of the Common
Stock are converted or redeemed, any share of such class of the Common Stock
that is to be issued on conversion, exchange or exercise of any Convertible
Securities shall, immediately upon such conversion, exchange or exercise and
without any notice from or to, or any other action on the part of, the
Corporation or its Board of Directors or the holder of such Convertible
Security:

(i) in the event the shares of such class of the Common Stock
outstanding on such Conversion Date were converted into shares of the
other class of the Common Stock (or another class or series of common
stock of the Corporation) pursuant to paragraph D.(a)(i)(2) or paragraph
D.(a)(iii), be converted into the amount of cash and/or the number of
shares of the kind of capital stock and/or other securities or property of
the Corporation that the number of shares of such class of the Common
Stock that were to be issued upon such conversion, exchange or exercise
would have received had such shares been outstanding on such Conversion
Date; or

(ii) in the event the shares of such class of the Common Stock
outstanding on such Redemption Date were redeemed pursuant to paragraph
D.(a)(i)(1)(B) or paragraph D.(b), be redeemed, to the extent of funds of
the Corporation legally available therefor, for $.01 per share in cash for
each share of such class of the Common Stock that otherwise would be
issued upon such conversion, exchange or exercise.

The provisions of the immediately preceding sentence shall not apply to
the extent that other adjustments in respect of such conversion, exchange or
redemption of a class of the Common Stock are otherwise made pursuant to the
provisions of such Convertible Securities.

(d) Notice and Other Provisions.

(i) Not later than the tenth Trading Day following the consummation of
a Disposition referred to in paragraph D.(a)(i), the Corporation shall
announce publicly by press release (1) the estimated Net Proceeds of such
Disposition, (2) the number of shares outstanding of the class of the
Common Stock relating to the Group subject to such Disposition and (3) the
number of shares of such class of Common Stock into or for which
Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof. Not earlier than
the 26th Trading Day and not later than the 30th Trading Day following the
consummation of such Disposition, the Corporation shall announce publicly
by press release which of the actions specified in paragraph D.(a)(i), it
has irrevocably determined to take in respect of such Disposition.

(ii) If the Corporation determines to make or pay a distribution or
dividend pursuant to paragraph D.(a)(i)(1)(A), the Corporation shall, not
later than the 30th Trading Day following the consummation of the
Disposition referred to in such paragraph, cause notice to be given to
each holder of shares of the class of the Common Stock relating to the
Group subject to such Disposition and to each holder of Convertible
Securities that are convertible into or exchangeable or exercisable for
shares of such class of Common Stock (unless alternate provision for such
notice to the holders of such Convertible Securities is made pursuant to
the terms of such Convertible Securities), setting forth (1) the record
date for determining holders entitled to receive such distribution or
dividend, which shall be not earlier than the 40th Trading Day and not
later than the 50th Trading Day following the consummation of such
Disposition, (2) the anticipated payment date of such distribution or
dividend (which shall not be more than 85 Trading Days following the
consummation of such Disposition), (3) the type of property to be paid as
such distribution or dividend in respect of the outstanding shares of such
class of Common Stock, (4) the Net Proceeds of such Disposition, (5) the
number of outstanding shares of such class of Common Stock and the number
of shares of such class of Common Stock into or for which outstanding
Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof and (6) in the case
of notice to be given to holders of Convertible Securities, a statement to
the effect that a holder of such Convertible Securities shall be entitled
to receive such distribution or dividend only if such holder properly
converts, exchanges or exercises such Convertible Securities on or prior
to the record date referred to in clause (1) of this sentence. Such notice
shall be sent by first-class mail, postage prepaid, to each such holder at
such holder's address as the same appears on the transfer books of the
Corporation.

(iii) If the Corporation determines to undertake a redemption pursuant
to paragraph D.(a)(i)(1)(B)(I), the Corporation shall, not less than 35
Trading Days and not more than 45 Trading Days prior to the Redemption
Date, cause notice to be given to each holder of shares of the class of
the Common Stock relating to the Group subject to the Disposition referred
to in such paragraph and to each holder of Convertible Securities
convertible into or exchangeable or exercisable for shares of such class
of Common Stock (unless alternate provision for such notice to the holders
of such Convertible Securities is made pursuant to the terms of such
Convertible Securities), setting forth (1) a statement that all shares of
such class of Common Stock outstanding on the Redemption Date shall be
redeemed, (2) the Redemption Date (which shall not be more than 85 Trading
Days following the consummation of such Disposition), (3) the type of
property in which the redemption price for the shares of such class of
Common Stock to be redeemed is to be paid, (4) the Net Proceeds of such
Disposition, (5) the place or places where certificates for shares of such
class of Common Stock, properly endorsed or assigned for transfer (unless
the Corporation waives such requirement), are to be surrendered for
delivery of cash and/or securities or other property, (6) the number of
outstanding shares of such class of Common Stock and the number of shares
of such class of the Common Stock into or for which such outstanding
Convertible Securities are then convertible, exchangeable or exercisable
and the conversion, exchange or exercise price thereof, (7) in the case of
notice to be given to holders of Convertible Securities, a statement to
the effect that a holder of such Convertible Securities shall be entitled
to participate in such redemption only if such holder properly converts,
exchanges or exercises such Convertible Securities on or prior to the
Redemption Date referred to in clause (2) of this sentence and a statement
as to what, if anything, such holder will be entitled to receive pursuant
to the terms of such Convertible Securities or, if applicable, this
Section D. if such holder thereafter converts, exchanges or exercises such
Convertible Securities and (8) a statement to the effect that, except as
otherwise provided by paragraph D.(d)(ix), distributions and dividends on
such shares of the Common Stock shall cease to be paid as of such
Redemption Date. Such notice shall be sent by first-class mail, postage
prepaid, to each such holder at such holder's address as the same appears
on the transfer books of the Corporation.

(iv) If the Corporation determines to undertake a redemption pursuant
to paragraph D.(a)(i)(1)(B)(II), the Corporation shall, not later than the
30th Trading Day following the consummation of the Disposition referred to
in such paragraph, cause notice to be given to each holder of shares of
the class of the Common Stock relating to the Group subject to such
Disposition and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such class
of Common Stock (unless alternate provision for such notice to the holders
of such Convertible Securities is made pursuant to the terms of such
Convertible Securities) setting forth (1) a date not earlier than the 40th
Trading Day and not later than the 50th Trading Day following the
consummation of the Disposition in respect of which such redemption is to
be made on which shares of such class of the Common Stock shall be
selected for redemption, (2) the anticipated Redemption Date (which shall
not be more than 85 Trading Days following the consummation of such
Disposition), (3) the type of property in which the redemption price for
the shares to be redeemed is to be paid, (4) the Net Proceeds of such
Disposition, (5) the number of shares of such class of Common Stock
outstanding and the number of shares of such class of Common Stock into or
for which outstanding Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof, (6) in the case of notice to be given to holders of Convertible
Securities, a statement to the effect that a holder of such Convertible
Securities shall be eligible to participate in such selection for
redemption only if such holder properly converts, exchanges or exercises
such Convertible Securities on or prior to the record date referred to in
clause (1) of this sentence, and a statement as to what, if anything, such
holder will be entitled to receive pursuant to the terms of such
Convertible Securities or, if applicable, this Section D. if such holder
thereafter converts, exchanges or exercises such Convertible Securities
and (7) a statement that the Corporation will not be required to register
a transfer of any shares of such class of the Common Stock for a period of
15 Trading Days next preceding the date referred to in clause (1) of this
sentence. Promptly following the date referred to in clause (1) of the
preceding sentence, but not earlier than 40 Trading Days nor later than 50
Trading Days following the consummation of such Disposition, the
Corporation shall cause a notice to be given to each holder of record of
shares of such class of Common Stock to be redeemed setting forth (1) the
number of shares of such class of Common Stock held by such holder to be
redeemed, (2) a statement that such shares of such class of Common Stock
shall be redeemed, (3) the Redemption Date, (4) the kind and per share
amount of cash and/or securities or other property to be received by such
holder with respect to each share of such class of Common Stock to be
redeemed, including details as to the calculation thereof, (5) the place
or places where certificates for shares of such class of Common Stock,
properly endorsed or assigned for transfer (unless the Corporation shall
waive such requirement), are to be surrendered for delivery of such cash
and/or securities or other property, (6) if applicable, a statement to the
effect that the shares being redeemed may no longer be transferred on the
transfer books of the Corporation after the Redemption Date and (7) a
statement to the effect that, subject to paragraph D.(d)(ix),
distributions and dividends on such shares of such class of Common Stock
shall cease to be paid as of the Redemption Date. Such notices shall be
sent by first-class mail, postage prepaid, to each such holder at such
holder's address as the same appears on the transfer books of the
Corporation.

(v) If the Corporation determines to convert either class of the Common
Stock into the other class (or another class or series of common stock of
the Corporation) pursuant to paragraph D.(a)(i)(2), D.(a)(iii) or
D.(a)(iv), the Corporation shall, not less than 35 Trading Days and not
more than 45 Trading Days prior to the Conversion Date, cause notice to be
given to each holder of shares of the class of the Common Stock to be so
converted and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such class
of Common Stock (unless alternate provision for such notice to the holders
of such Convertible Securities is made pursuant to the terms of such
Convertible Securities) setting forth (1) a statement that all outstanding
shares of such class of Common Stock shall be converted, (2) the
Conversion Date (which, in the case of a conversion after a Disposition,
shall not be more than 85 Trading Days following the consummation of such
Disposition), (3) the per share number of shares of Common Stock (or
another class or series of common stock of the Corporation), as the case
may be, to be received with respect to each share of such class of Common
Stock, including details as to the calculation thereof, (4) the place or
places where certificates for shares of such class of Common Stock,
properly endorsed or assigned for transfer (unless the Corporation shall
waive such requirement), are to be surrendered for delivery of
certificates for shares of such class of Common Stock, (5) the number of
outstanding shares of such class of Common Stock and the number of shares
of such class of Common Stock into or for which outstanding Convertible
Securities are then convertible, exchangeable or exercisable and the
conversion, exchange or exercise price thereof, (6) a statement to the
effect that, subject to paragraph D.(d)(ix), distributions and dividends
on such shares of Common Stock shall cease to be made as of such
Conversion Date and (7) in the case of notice to holders of such
Convertible Securities, a statement to the effect that a holder of such
Convertible Securities shall be entitled to receive shares of such class
of Common Stock upon such conversion only if such holder properly
converts, exchanges or exercises such Convertible Securities on or prior
to such Conversion Date and a statement as to what, if anything, such
holder will be entitled to receive pursuant to the terms of such
Convertible Securities or, if applicable, this Section D. if such holder
thereafter converts, exchanges or exercises such Convertible Securities.
Such notice shall be sent by first-class mail, postage prepaid, to each
such holder at such holder's address as the same appears on the transfer
books of the Corporation.

(vi) If the Corporation determines to redeem shares of either class of
the Common Stock pursuant to paragraph D.(b), the Corporation shall cause
notice to be given to each holder of shares of such class of the Common
Stock to be redeemed and to each holder of Convertible Securities that are
convertible into or exchangeable or exercisable for shares of such class
of the Common Stock (unless alternate provision for such notice to the
holders of such Convertible Securities is made pursuant to the terms of
such Convertible Securities), setting forth (1) a statement that all
shares of such class of the Common Stock outstanding on the Redemption
Date shall be redeemed in exchange for shares of common stock of each
Timber Group Subsidiary (if such redemption is pursuant to paragraph
D.(b)(i)) or shares of common stock of each Georgia-Pacific Group
Subsidiary (if such redemption is pursuant to paragraph D.(b)(ii)), (2)
the Redemption Date, (3) the place or places where certificates for shares
of the class of the Common Stock to be redeemed, properly endorsed or
assigned for transfer (unless the Corporation shall waive such
requirement), are to be surrendered for delivery of certificates for
shares of the common stock of each Timber Group Subsidiary or Georgia-
Pacific Group Subsidiary, as applicable, (4) a statement to the effect
that, subject to paragraph D.(d)(ix), distributions and dividends on such
shares of the Common Stock shall cease to be paid as of such Redemption
Date, (5) the number of shares of such class of the Common Stock
outstanding and the number of shares of such class of Common Stock into or
for which outstanding Convertible Securities are then convertible,
exchangeable or exercisable and the conversion, exchange or exercise price
thereof and (6) in the case of notice to holders of Convertible
Securities, a statement to the effect that a holder of Convertible
Securities shall be entitled to receive shares of common stock of each
Timber Group Subsidiary or Georgia-Pacific Group Subsidiary, as
applicable, upon redemption only if such holder properly converts,
exchanges or exercises such Convertible Securities on or prior to the
Redemption Date and a statement as to what, if anything, such holder will
be entitled to receive pursuant to the terms of such Convertible
Securities or, if applicable, this Section D., if such holder thereafter
converts, exchanges or exercises such Convertible Securities. Such notice
shall be sent by first-class mail, postage prepaid, not less than 30
Trading Days nor more than 45 Trading Days prior to the Redemption Date to
each such holder at such holder's address as the same appears on the
transfer books of the Corporation.

(vii) If less than all of the outstanding shares of the Common Stock of
a class are to be redeemed pursuant to paragraph D.(a)(i)(1)(B)(II), the
shares to be redeemed by the Corporation shall be selected from among the
holders of shares of such class of the Common Stock outstanding at the
close of business on the record date for such redemption on a pro rata
basis among all such holders or by lot or by such other method as may be
determined by the Board of Directors of the Corporation to be equitable.

(viii) The Corporation shall not be required to issue or deliver
fractional shares of any capital stock or of any other securities to any
holder of either class of the Common Stock upon any conversion,
redemption, dividend or other distribution pursuant to this Section D. If
more than one share of either class of the Common Stock shall be held at
the same time by the same holder, the Corporation may aggregate the number
of shares of any capital stock that shall be issuable or any other
securities or property that shall be distributable to such holder upon any
conversion, redemption, dividend or other distribution (including any
fractional shares). If there are fractional shares of any capital stock or
of any other securities remaining to be issued or distributed to the
holders of either class of the Common Stock, the Corporation shall, if
such fractional shares are not issued or distributed to the holder, pay
cash in respect of such fractional shares in an amount equal to the Fair
Value thereof on the fifth Trading Day prior to the date such payment is
to be made (without interest).

(ix) No adjustments in respect of distributions or dividends shall be
made upon the conversion or redemption of any shares of either class of
the Common Stock; provided, however, that if the Conversion Date or
Redemption Date, as the case may be, with respect to any shares of either
class of the Common Stock shall be subsequent to the record date for the
payment of a distribution or dividend thereon or with respect thereto, the
holders of such class of the Common Stock at the close of business on such
record date shall be entitled to receive the distribution or dividend
payable on or with respect to such shares on the date set for payment of
such distribution or dividend, in each case without interest,
notwithstanding the subsequent conversion or redemption of such shares.

(x) Before any holder of shares of either class of the Common Stock
shall be entitled to receive any cash payment and/or certificates or
instruments representing shares of any capital stock and/or other
securities or property to be distributed to such holder with respect to
such class of the Common Stock pursuant to this Section D., such holder
shall surrender at such place as the Corporation shall specify
certificates for such shares of the Common Stock, properly endorsed or
assigned for transfer (unless the Corporation shall waive such
requirement). The Corporation shall as soon as practicable after receipt
of certificates representing such shares of the Common Stock deliver to
the person for whose account such shares of the Common Stock were so
surrendered, or to such person's nominee or nominees, the cash and/or the
certificates or instruments representing the number of whole shares of the
kind of capital stock and/or other securities or property to which such
person shall be entitled as aforesaid, together with any payment in
respect of fractional shares contemplated by paragraph D.(d)(viii), in
each case without interest. If less than all of the shares of either class
of the Common Stock represented by any one certificate are to be redeemed,
the Corporation shall issue and deliver a new certificate for the shares
of such class of Common Stock not redeemed.

(xi) From and after any applicable Conversion Date or Redemption Date,
as the case may be, all rights of a holder of shares of either class of
the Common Stock that were converted or redeemed shall cease except for
the right, upon surrender of the certificates representing such shares of
the Common Stock as required by paragraph D.(d)(x), to receive the cash
and/or the certificates or instruments representing shares of the kind and
amount of capital stock and/or other securities or property for which such
shares were converted or redeemed, together with any payment in respect of
fractional shares contemplated by paragraph D.(d)(viii) (which shall be
held by the Corporation for the holder of shares of the Common Stock that
were redeemed until the receipt of certificates representing such shares
of the Common Stock as provided in paragraph D.(d)(x))and rights to
distributions or dividends as provided in paragraph D.(d)(ix), in each
case without interest. No holder of a certificate that immediately prior
to the applicable Conversion Date or Redemption Date represented shares of
a class of the Common Stock shall be entitled to receive any distribution
or dividend or interest payment with respect to shares of any kind of
capital stock or other security or instrument for which such class of the
Common Stock was converted or redeemed until the surrender as required by
this Section D. of such certificate in exchange for a certificate or
certificates or instrument or instruments representing such capital stock
or other security. Subject to applicable escheat and similar laws, upon
such surrender, there shall be paid to the holder the amount of any
distributions or dividends (without interest) which theretofore became
payable on any class or series of capital stock of the Corporation as of a
record date after the Conversion Date or Redemption Date, but that were
not paid by reason of the foregoing, with respect to the number of whole
shares of the kind of capital stock represented by the certificate or
certificates issued upon such surrender. From and after a Conversion Date
or Redemption Date, the Corporation shall, however, be entitled to treat
the certificates for a class of the Common Stock that have not yet been
surrendered for conversion or redemption as evidencing the ownership of
the number of whole shares of the kind or kinds of capital stock of the
Corporation for which the shares of such class of the Common Stock
represented by such certificates shall have been converted or redeemed,
notwithstanding the failure to surrender such certificates.

(xii) The Corporation shall pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the
issuance or delivery of any shares of capital stock and/or other
securities upon conversion or redemption of shares of either class of the
Common Stock pursuant to this Section D. The Corporation shall not,
however, be required to pay any tax that may be payable in respect of any
transfer involved in the issuance or delivery of any shares of capital
stock and/or other securities in a name other than that in which the
shares of such class of the Common Stock so converted or redeemed were
registered, and no such issuance or delivery shall be made unless and
until the person requesting such issuance or delivery has paid to the
Corporation the amount of any such tax or has established to the
satisfaction of the Corporation that such tax has been paid.

(xiii) Neither the failure to mail any notice required by this
paragraph D.(d) to any particular holder of the Common Stock or of
Convertible Securities nor any defect therein shall affect the sufficiency
thereof with respect to any other holder of outstanding shares of the
Common Stock or of Convertible Securities or the validity of any such
conversion or redemption.

(xiv) The Board of Directors may establish such rules and requirements
to facilitate the effectuation of the transactions contemplated by this
Section D. as the Board of Directors shall determine to be appropriate.

E. Application of the Provisions of this Certificate of Designations.

(a) Certain Determinations by the Board of Directors. The Board of
Directors shall make such determinations with respect to the assets and
liabilities to be attributed to the Groups, the application of the provisions
of this Article VII to transactions to be engaged in by the Corporation and
the preferences, limitations and relative rights of the holders of either
class of the Common Stock, and the qualifications and restrictions thereon,
provided by the Articles as may be or become necessary or appropriate to the
exercise of such preferences, limitations and relative rights, including,
without limiting the foregoing, the determinations referred to in the
following paragraphs E.(a)(i), (ii) and (iii). A record of any such
determination shall be filed with the records of the actions of the Board of
Directors.

(i) Upon any acquisition by the Corporation or its subsidiaries of any
assets or business, or any assumption of liabilities, outside of the
ordinary course of business of the Georgia-Pacific Group or the Timber
Group, as the case may be, the Board of Directors shall determine whether
such assets, business and liabilities (or an interest therein) shall be
for the benefit of the Georgia-Pacific Group or the Timber Group or that
an interest therein shall be partly for the benefit of the Georgia-Pacific
Group and partly for the benefit of the Timber Group and, accordingly,
shall be attributed to the Georgia-Pacific Group or the Timber Group, or
partly to each, in accordance with paragraph F.(g) or (q), as the case may
be.

(ii) Upon any issuance of any shares of the Preferred Stock or the
Junior Preferred Stock of any series, the Board of Directors shall
attribute, based on the use of proceeds of such issuance of shares of the
Preferred Stock or the Junior Preferred Stock in the business of the
Georgia-Pacific Group or the Timber Group and any other relevant factors,
the shares so issued entirely to the Georgia-Pacific Group or entirely to
the Timber Group or partly to the Georgia-Pacific Group and partly to the
Timber Group in such proportion as the Board of Directors shall determine.

(iii) Upon any redemption or repurchase by the Corporation or any
subsidiary thereof of shares of the Preferred Stock or the Junior
Preferred Stock of any class or series or of other securities or debt
obligations of the Corporation, the Board of Directors shall determine,
based on the property used to redeem or purchase such shares, other
securities or debt obligations, which, if any, of such shares, other
securities or debt obligations redeemed or repurchased shall be attributed
to the Georgia-Pacific Group and which, if any, of such shares, other
securities or debt obligations shall be attributed to the Timber Group
and, accordingly, how many of the shares of such series of the Preferred
Stock or the Junior Preferred Stock or of such other securities, or how
much of such debt obligations, that remain outstanding, if any, are
thereafter attributed to the Georgia-Pacific Group or to the Timber Group.

(b) Certain Determinations Not Required. Notwithstanding the foregoing
provisions of this Section E., the provisions of paragraphs F.(g) or (q) or
any other provision, at any time when there are not outstanding both (i) one
or more shares of Georgia-Pacific Group Stock or Convertible Securities
convertible into or exchangeable or exercisable for Georgia-Pacific Group
Stock and (ii) one or more shares of Timber Stock or Convertible Securities
convertible into or exchangeable or exercisable for Timber Stock, the
Corporation need not (A) attribute any of the assets or liabilities of the
Corporation or any of its subsidiaries to the Georgia-Pacific Group or the
Timber Group or (B) make any determination required in connection therewith,
nor shall the Board of Directors be required to make any of the
determinations otherwise required by this Article, and in such circumstances
the holders of the shares of Georgia-Pacific Group Stock or Timber Stock
outstanding, as the case may be, shall (unless otherwise specifically
provided by the Articles) be entitled to all the preferences or other
relative rights of both classes of the Common Stock without differentiation
between the Georgia-Pacific Group Stock and the Timber Stock.

(c) Board Determinations Binding. Subject to applicable law, any
determinations made in good faith by the Board of Directors of the
Corporation under any provision of this Section E. or otherwise in
furtherance of the application of this Article shall be final and binding on
all shareholders.

F. Certain Definitions. As used in this Article, the following terms shall
have the following meanings (with terms defined in the singular having
comparable meaning when used in the plural and vice versa), unless the context
otherwise requires. As used in this Section F., a "contribution" or
"transfer" of assets or properties from one Group to another shall refer to
the reattribution of such assets or properties from the contributing or
transferring Group to the other Group and correlative phrases shall have
correlative meanings.

(a) "Available Distribution Amount" shall mean, as the context requires,
a reference to the Georgia-Pacific Group Available Distribution Amount or the
Timber Group Available Distribution Amount.

(b) "Common Stock" shall mean the collective reference to the Georgia-
Pacific Group Stock and the Timber Stock, and either may sometimes be called
a class of Common Stock.

(c) "Conversion Date" shall mean the date fixed by the Board of
Directors as the effective date for the conversion of shares of Georgia-
Pacific Group Stock or Timber Stock, as the case may be, into shares of
Timber Stock or Georgia-Pacific Group Stock, respectively (or another class
or series of common stock of the Corporation, as the case may be) as shall be
set forth in the notice to holders of shares of the class of Common Stock
subject to such conversion and to holders of any Convertible Securities that
are convertible into or exchangeable or exercisable for shares of the class
of Common Stock subject to such conversion required pursuant to paragraph
D.(d)(v).

(d) "Convertible Securities" shall mean at any time any securities of
the Corporation or of any subsidiary thereof (other than shares of the Common
Stock), including warrants and options, outstanding at such time that by
their terms are convertible into or exchangeable or exercisable for or
evidence the right to acquire any shares of either class of the Common Stock,
whether convertible, exchangeable or exercisable at such time or a later time
or only upon the occurrence of certain events, but in respect of antidilution
provisions of such securities only upon the effectiveness thereof.

(e) "Disposition" shall mean a sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of assets
or stock or otherwise) of properties or assets (including stock, other
securities and goodwill).

(f) "Fair Value" shall mean, (i) in the case of equity securities or
debt securities of a class or series that has previously been Publicly Traded
for a period of at least 15 months, the Market Value thereof (if such Market
Value, as so defined, can be determined); (ii) in the case of an equity
security or debt security that has not been Publicly Traded for at least 15
months or the Market Value of which cannot be determined, the fair value per
share of stock or per other unit of such security, on a fully distributed
basis, as determined by an independent investment banking firm experienced in
the valuation of securities selected in good faith by the Board of Directors,
or, if no such investment banking firm is, as determined in the good faith
judgment of the Board of Directors, available to make such determination, in
good faith by the Board of Directors; (iii) in the case of cash denominated
in U.S. dollars, the face amount thereof and in the case of cash denominated
in other than U.S. dollars, the face amount thereof converted into U.S.
dollars at the rate published in The Wall Street Journal on the date for the
determination of Fair Value or, if not so published, at such rate as shall be
determined in good faith by the Board of Directors based upon such
information as the Board of Directors shall in good faith determine to be
appropriate in accordance with good business practice; and (iv) in the case
of property other than securities or cash, the ''Fair Value'' thereof shall
be determined in good faith by the Board of Directors based upon such
appraisals or valuation reports of such independent experts as the Board of
Directors shall in good faith determine to be appropriate in accordance with
good business practice. Any such determination of Fair Value shall be
described in a statement filed with the records of the actions of the Board
of Directors.

(g) "Georgia-Pacific Group" shall mean, as of any date:

(i) the interest of the Corporation or any of its subsidiaries on such
date in all of the assets, liabilities and businesses of the Corporation
or any of its subsidiaries (and any successor companies), other than any
assets, liabilities and businesses attributed in accordance with this
Article to the Timber Group;

(ii) all properties and assets transferred to the Georgia-Pacific Group
from the Timber Group pursuant to transactions in the ordinary course of
business of both the Georgia-Pacific Group and the Timber Group or
otherwise as the Board of Directors may have directed as permitted by this
Article; and

(iii) the interest of the Corporation or any of its subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation
or any of its subsidiaries outside the ordinary course of business and
attributed to the Georgia-Pacific Group, as determined by the Board of
Directors as contemplated by paragraph E.(a)(i);

provided that from and after any transfer of any assets or properties from
the Georgia-Pacific Group to the Timber Group, the Georgia-Pacific Group
shall no longer include such assets or properties so contributed or
transferred.

(h) "Georgia-Pacific Group Available Distribution Amount," on any date,
shall mean any amount in excess of the minimum amount necessary for the
Georgia-Pacific Group to be able to pay its debts as they become due in the
usual course of business.

(i) "Group" shall mean, as of any date, the Georgia-Pacific Group or the
Timber Group, as the case may be.

(j) "Market Capitalization" of any class or series of common stock on
any date shall mean the product of (i) the Market Value of one share of such
class or series of capital stock on such date and (ii) the number of shares
of such class or series of capital stock outstanding on such date.

(k) "Market Value" of a share of any class or series of capital stock of
the Corporation on any day shall mean the average of the high and low
reported sales prices regular way of a share of such class or series on such
Trading Day or, in case no such reported sale takes place on such Trading
Day, the average of the reported closing bid and asked prices regular way of
a share of such class or series on such Trading Day, in either case as
reported on the New York Stock Exchange Composite Tape or, if the shares of
such class or series are not listed or admitted to trading on such Exchange
on such Trading Day, on the principal national securities exchange in the
United States on which the shares of such class or series are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange on such Trading Day, on The Nasdaq National Market or, if
the shares of such class or series are not listed or admitted to trading on
any national securities exchange or quoted on The Nasdaq National Market on
such Trading Day, the average of the closing bid and ask prices of a share of
such class or series in the over-the-counter market on such Trading Day as
furnished by any New York Stock Exchange member firm selected from time to
time by the Corporation or, if such closing bid and asked prices are not made
available by any such New York Stock Exchange member firm on such Trading
Day, the Fair Value of a share of such class or series as set forth in clause
(ii) of the definition of Fair Value; provided that, for purposes of
determining the Market Value of a share of any class or series of capital
stock for any period, (i) the ''Market Value'' of a share of capital stock on
any day prior to any ''ex-dividend'' date or any similar date occurring
during such period for any dividend or distribution (other than any dividend
or distribution contemplated by clause (ii)(B) of this sentence) paid or to
be paid with respect to such capital stock shall be reduced by the Fair Value
of the per share amount of such dividend or distribution and (ii) the
"Market Value" of any share of capital stock on any day prior to (A) the
effective date of any subdivision (by stock split or otherwise) or
combination (by reverse stock split or otherwise) of outstanding shares of
such class or series of capital stock occurring during such period or (B) any
"ex-dividend" date or any similar date occurring during such period for any
dividend or distribution with respect to such capital stock to be made in
shares of such class or series of capital stock or Convertible Securities
that are convertible, exchangeable or exercisable for such class or series of
capital stock shall be appropriately adjusted, as determined by the Board of
Directors, to reflect such subdivision, combination, dividend or
distribution.
(l) "Market Value Ratio of the Converted Stock to the Consideration
Stock" as of any date shall mean the fraction (which may be greater or less
than 1/1), expressed as a decimal (rounded to the nearest five decimal
places), of a share of a class of Common Stock (or another class or series of
common stock of the Corporation, if so provided by paragraph D.(a) because
such class of Common Stock is not then Publicly Traded) to be received by
holders of shares of another class of Common Stock upon the conversion of all
or a portion of such class of shares into such other class or series of
shares (such class of Common Stock or another class or series of common stock
to be received, the "Consideration Stock" and such class of Common Stock to
be converted, the "Converted Stock") in accordance with paragraph D.(a),
based on the ratio of the Market Value of a share of Converted Stock to the
Market Value of a share of Consideration Stock as of such date, determined by
the fraction the numerator of which shall be the sum of (A) four times the
average Market Value of one share of Converted Stock over the period of five
consecutive Trading Days ending on such date, (B) three times the average
Market Value of one share of Converted Stock over the period of five
consecutive Trading Days ending on the fifth Trading Day prior to such date,
(C) two times the average Market Value of one share of Converted Stock over
the period of five consecutive Trading Days ending on the 10th Trading Day
prior to such date and (D) the average Market Value of one share of Converted
Stock over the period of five consecutive Trading Days ending on the 15th
Trading Day prior to such date, and the denominator of which shall be the sum
of (A) four times the average Market Value of one share of Consideration
Stock (or such other common stock) over the period of five consecutive
Trading Days ending on such date, (B) three times the average Market Value of
one share of Consideration Stock (or such other common stock) over the period
of five consecutive Trading Days ending on the fifth Trading Day prior to
such date, (C) two times the average Market Value of one share of
Consideration Stock (or such other common stock) over the period of five
consecutive Trading Days ending on the 10th Trading Day prior to such date
and (D) the average Market Value of one share of Consideration Stock (or such
other common stock) over the period of five consecutive Trading Days ending
on the 15th Trading Day prior to such date.

(m) "Net Proceeds" shall mean, as of any date with respect to any
Disposition of any of the properties and assets attributed to the Georgia-
Pacific Group or the Timber Group, as the case may be, an amount, if any,
equal to what remains of the gross proceeds of such Disposition after payment
of, or reasonable provision is made as determined by the Board of Directors
for, (A) any taxes payable by the Corporation (or which would have been
payable but for the utilization of tax benefits attributable to the other
Group) in respect of such Disposition or in respect of any resulting dividend
or redemption pursuant to paragraphs D.(a)(i)(1)(A) or (B), (B) any
transaction costs, including, without limitation, any legal, investment
banking and accounting fees and expenses and (C) any liabilities (contingent
or otherwise) of or attributed to such Group, including, without limitation,
any liabilities for deferred taxes or any indemnity or guarantee obligations
of the Corporation incurred in connection with the Disposition or otherwise,
and any liabilities for future purchase price adjustments and any
preferential amounts plus any accumulated and unpaid distributions in respect
of the Preferred Stock or the Junior Preferred Stock attributed to such
Group. For purposes of this definition, any properties and assets attributed
to the Group, the properties and assets of which are subject to such
Disposition, remaining after such Disposition shall constitute "reasonable
provision: for such amount of taxes, costs and liabilities (contingent or
otherwise) as the Board of Directors determines can be expected to be
supported by such properties and assets.

(n) "Publicly Traded" with respect to any security shall mean that such
security is (i) registered under Section 12 of the Securities Exchange Act of
1934, as amended (or any successor provision of law), and (ii) listed for
trading on the New York Stock Exchange or the American Stock Exchange (or any
national securities exchange registered under Section 7 of the Securities
Exchange Act of 1934, as amended (or any successor provision of law), that is
the successor to either such exchange) or listed on The Nasdaq Stock Market
(or any successor market system).

(o) "Redemption Date" shall mean the date fixed by the Board of
Directors as the effective date for a redemption of shares of either class of
the Common Stock, as set forth in a notice to holders thereof required
pursuant to paragraphs D.(d)(iii), (iv) or (vi).

(p) "Related Business Transaction" means any Disposition of all or
substantially all the properties and assets attributed to the Georgia-Pacific
Group or the Timber Group, as the case may be, in a transaction or series of
related transactions that result in the Corporation receiving in
consideration of such properties and assets primarily equity securities
(including, without limitation, capital stock, debt securities convertible
into or exchangeable for equity securities or interests in a general or
limited partnership or limited liability company, without regard to the
voting power or other management or governance rights associated therewith)
of any entity which (i) acquires such properties or assets or succeeds (by
merger, formation of a joint venture or otherwise) to the business conducted
with such properties or assets or controls such acquiror or successor and
(ii) is primarily engaged or proposes to engage primarily in one or more
businesses similar or complementary to the businesses conducted by such Group
prior to such Disposition, as determined by the Board of Directors.

(q) "Timber Group" shall mean, as of any date:

(i) all assets and liabilities of the Corporation and its subsidiaries
attributed by the Board of Directors to the Timber Group;

(ii) all properties and assets transferred to the Timber Group from the
Georgia-Pacific Group pursuant to transactions in the ordinary course of
business of the Georgia-Pacific Group and the Timber Group or otherwise as
the Board of Directors may have directed as permitted by this Article; and

(iii) the interest of the Corporation or any of its subsidiaries in any
business or asset acquired and any liabilities assumed by the Corporation
or any of its subsidiaries outside of the ordinary course of business and
attributed to the Timber Group, as determined by the Board of Directors as
contemplated by paragraph E.(a)(i);

provided that from and after any transfer of any assets or properties from
the Timber Group to the Georgia-Pacific Group, the Timber Group shall no
longer include such assets or properties so contributed or transferred.

(r) "Timber Group Available Distribution Amount," on any date, shall
mean any amount in excess of the minimum amount necessary for the Timber
Group to be able to pay its debts as they become due in the usual course of
business.

(s) "Trading Day" shall mean each weekday other than any day on which
the relevant class of common stock of the Corporation is not traded on any
national securities exchange or quoted on The Nasdaq National Market or in
the over-the-counter market.

G. Inconsistencies. In the event of an inconsistency between the provisions
of this Article V and the provisions of Article IV relating to the Junior
Preferred Stock, the provisions of Article IV shall control.


ARTICLE VI.

A. Notwithstanding any provision of the Bylaws of the Corporation (and
notwithstanding that some lesser percentage may be permissible in law), the
following provisions of the Bylaws of the Corporation, as in effect on March 3,
1984, shall not be amended, modified or repealed by the shareholders of the
Corporation, nor shall any provision of the Bylaws of the Corporation
inconsistent with such provisions be adopted by the shareholders of the
Corporation, except pursuant to the affirmative vote of at least seventy-five
percent (75%) of the voting power of the outstanding capital stock of the
Corporation entitled to vote generally in the election of directors, voting as a
class: Article I, Section 2; Article II, Section 1(A); Article II, Section 1(D);
Article II, Section 8; and Article II, Section 9.

B. Notwithstanding that some lesser percentage may be permissible in law, no
provision of Article IV of these Articles of Incorporation regarding Junior
Preferred Stock of the Corporation and no provision of this Article VI shall be
amended, modified or repealed by the shareholders of the Corporation, nor shall
any provision of these Articles of Incorporation inconsistent with any such
provision be adopted by the shareholders of the Corporation, except pursuant to
the affirmative vote of at least seventy-five percent (75%) of the voting power
of the outstanding capital stock of the Corporation entitled to vote generally
in the election of directors, voting as a class.


ARTICLE VII.

A. A director of the Corporation shall not be liable to the Corporation or
its shareholders for monetary damages for any action taken, or any failure to
take any action, as a director, except for liability (i) for any appropriation,
in violation of his or her duties, of any business opportunity of the
Corporation, (ii) for acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) of the types set forth in Section 14-2-832 of
the Georgia Business Corporation Code, or (iv) for any transaction from which
the director received an improper personal benefit.

B. Any repeal or modification of the provisions of this Article VII by the
shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the liability of a director of the
Corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.

C. If the Georgia Business Corporation Code is hereafter amended to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Georgia Business Corporation Code.

D. In the event that any of the provisions of this Article VII (including any
provision within a single sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions are
severable and shall remain enforceable to the fullest extent permitted by law.


ARTICLE VIII.

In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the Corporation, the Board of
Directors, committees of the Board of Directors and individual directors, in
addition to considering the effects of any action on the Corporation and its
shareholders, may consider the interests of the employees, customers, suppliers
and creditors of the Corporation and its subsidiaries, the communities in which
offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors such directors consider pertinent; provided,
however that no constituency shall be deemed to have been given any right to
consideration hereby.

IN WITNESS WHEREOF, GEORGIA-PACIFIC CORPORATION has caused these Restated
Articles of Incorporation to be executed and its corporate seal to be affixed
and has caused its seal and the execution hereof to be attested, all by its duly
authorized officers, this 16th day of December, 1997.

GEORGIA-PACIFIC CORPORATION

By: /s/ James F. Kelley
-------------------
James F. Kelley
Senior Vice President-Law and General
Counsel

[CORPORATE SEAL]

Attest:

/s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President and Secretary