Amendment To Insurance Plan

AMENDMENT NUMBER THREE
TO THE
GEORGIA-PACIFIC CORPORATION
KEY SALARIED EMPLOYEES GROUP INSURANCE PLAN
POST-1986 GROUP
(Effective January 1, 1987)


Pursuant to the authority granted to Georgia-Pacific Corporation (the "Company") to amend the Georgia-Pacific Corporation Key Salaried Employees Group Insurance Plan/Post-1986 Group (the "Plan") under Section 6.2 of the Plan, the Plan has been amended effective as indicated as follows:


1) Section 2.1 of the Plan is amended and restated effective
August 1, 1994 as follows:


"2.1 Participation


All salaried employees who are actively at work and either
whose annual base salary equals or exceeds $150,000 or who are
officers (other than assistant officers such as an Assistant
Secretary or an Assistant Treasu ...