GEORGIA-PACIFIC CORPORATION

 KEY SALARIED EMPLOYEES GROUP INSURANCE PLAN (As Amended and Restated Effective
                        January 1, 1987) PRE-1987 GROUP

                                   ARTICLE I

                                    PURPOSE


1.1     Purpose of the Plan


       The purpose of the Georgia-Pacific Corporation Key Salaried Employees
Group Insurance Plan/Pre-1987 Group (the "Plan") is to provide pre- and post-
retirement death and accident benefits for certain key executive employees of
Georgia-Pacific Corporation (the "Company").  This Plan is the continuation,
amendment and restatement of the Georgia-Pacific Key Salaried Employees Group
Insurance Plan as in existence prior to January 1, 1987 ("Prior Plan").  The
death and accident benefits provided herein are intended to assist in securing
the goodwill, loyalty and efficiency of the covered key executives, to minimize
employee turnover and to attract and retain highly qualified employees. The Plan
is intended to be an unfunded welfare plan maintained by the employer for the
purpose of providing benefits for a select group of management employees
pursuant to Section 104(a)(3) of the Employee Retirement. Income Security Act of
1974 (ERISA), and Labor Department Regulation Section 2520.104-24, thereunder.

                                   ARTICLE II

                            LIFE INSURANCE BENEFITS


2.1  Participation

       All current and former salaried employees who were Participants in the
Prior Plan as of December 31, 1986 shall be eligible for continued participation
in this Plan.

2.2  Amount of Coverage


     a.   Normal Coverage.  Each Participant in the Plan will receive death

benefit coverage equal to twice that Participant's basic annual salary.
Notwithstanding the foregoing, coverage shall issue only in multiples of $25,000
and should the product of twice a Participant's salary not equal a multiple of
$25,000, such Participant's coverage shall be issued in an amount equal to the
next larger multiple of $25,000. The amount of coverage shall be adjusted
upwards as of each January 1, if necessary, to take account of any increase in
Participant's salary during the intervening year effective on such January 1.
No adjustment shall be made in the event of a decrease in Participant's salary.

       b. Minimum Coverage.  The minimum coverage for any Participant to be
issued under this Plan shall be the greater of $200,000, or the amounts listed
below:

     Position With Company                   Minimum Coverage


Chairman and Chief Executive Officer         $700,000
President and Executive Vice Presidents       500,000
Senior Vice Presidents                        400,000
Vice President, Building Products Division    250,000
Participants Salaried in Excess of $101,000   300,000
Participants Salaried between $75,000
       and $101,000                           200,000
       c. Maximum Coverage.  The maximum coverage for any Participant to be

issued under this Plan shall be $1,000,000.

2.3  Duration of Coveraqe


       a. Active Employment.  Each participant at all times shall remain

eligible for the coverage provided for herein so long as he shall remain a
salaried employee actively employed by the Company.

       b. Upon Retirement From Company.  A Participant in this Plan shall
continue to be covered by the Plan as indicated below following his termination
of employment with the Company provided he has terminated his employment with
the Company:

     i.   After having attained the age of sixty-five (65) without regard to the
duration of his service for the Company,

     ii.  After having attained the age of sixty (60) and having.completed not
less than ten (10) years of service, or

     iii. After having attained the age of fifty-five (55) and having completed
not less than fifteen (15) years of service.

Such coverage will be at a level equal to the Participant's level of coverage
immediately prior to termination of employment. Any Participant entitled to
continued post-retirement benefits under this subsection by reason of retirement
prior to January 1, 1987 will continue to be.covered by the type and level of
death benefits in effect on December 31, 1986.  Any Participant entitled to
continued post-retirement benefits under this subsection c by reason of
retirement after December 31, 1986, will no longer be covered by an insured
death benefit, but may, at the time of retirement, elect one of the following
Company-paid (non-insured) options, each of which shall be actuarally equivalent
to the death benefits in effect prior to retirement:

       i. A life annuity from Company funds in the form of a single life
annuity, fifty percent (50%) joint and survivor annuity or one hundred percent
(100%) joint and survivor annuity; or

     ii.  An ultimate Company-paid death benefit of two times basic annual
salary at the time of retirement (rounded up to the next largest multiple of
$25,000); or

     iii. An immediate Company-paid lump sum benefit equal to the present value
of the ultimate death benefit.

Pursuant to the three (3) foregoing alternatives, the Participant (or the
Participant's beneficiary(ies)) will also receive a bonus with respect to each
distribution under the selected alternative equal to fifty percent (50%) of the
taxable portion of such distribution (such bonus to be withheld for taxes).

       c. Upon Separation From Service On Account of Disability.  A Participant
shall continue to be covered by the Plan following his termination of employment
in the event that such termination was occasioned by his becoming totally
disabled.

       d. Upon Separation From Service For Other Than Retirement or Disability.

A Participant terminating employment for reasons other than retirement or
disability shall continue to be covered by the Plan for thirty-one (31) days
following the date of such termination.. Within the thirty-one (31) day period
the terminating Participant may convert any group insurance policy contract on
his life held by the Plan to an individual life insurance policy pursuant to the
terms and conditions imposed by the insurance company issuing coverage under the
Plan.

2.4  Additional Compensation to Participants

       In addition to the basic annual salary paid to a Participant, the
Company agrees to pay, to each actively employed Participant, a bonus equal to
fifty percent (50%) of the taxable value of the Company-provided death benefit
coverage as determined under applicable law (such bonus to be withheld for
taxes).

                                  ARTICLE III

                      PERSONAL ACCIDENT INSURANCE BENEFITS


3.1  Participation


       In addition to any benefit which may be payable pursuant to Article II
of the Plan, any active employee of the Company eligible for Life Insurance
Benefits as provided in Article II of this Plan, shall be eligible for Personal
Accident Insurance Benefits hereunder.

3.2  Amount of Coverage

       A Participant injured in an accident shall be eligible for a fraction of
the maximum coverage provided in subparagraph a of this Section 3.2 according to
the level of loss schedule provided in subparagraph b, below.

       a. Maximum Coverage.  Each Participant in the Personal Accident Insurance
portion of this Plan shall receive the following Personal Accident Insurance
Coverage:
     Classification                               Maximum Coveraqe

Participants who are officers of the Company      $250,000

Participants who are not officers of the Company  $200,000.

       b. Level of Loss. The proportion of the maximum coverage benefits payable

to an injured participant shall be:

Type of Accident*                  Amount

Loss of Life                  Full amount of maximum
                              coverage provided in 3.2(a) (paid to
                              Participant's beneficiary)

Loss of:
     Both hands               Full amount of maximum
     Both feet                coverage provided in 3.2(a)
     Sight of both eyes       (paid to Participant)
     One hand and one foot
     One hand and sight of
       one eye
     One foot and sight of
       one eye

Loss of:
     One hand                 1/2 the amount of maximum
     One foot                 coverage provided in 3.2(a)
     Sight of one eye          (paid to Participant)

  *Total payment for all losses due to one accident will not be more than the
  maximum amount of coverage under Section 3.2(a).

       c. Limitations.  Notwithstanding the foregoing, no benefit shall be

payable on account of a loss occurring more than 365 days after the accident, or
any loss occurring on account of:

     i.   War (including undeclared war and armed aggression),

     ii.  Suicide, attempted suicide, or intentionally self-inflicted injury,

     iii. Bodily or mental infirmity or disease,

     iv.  Infection (other than pyogenic infection of an accidental cut or
     wound),

     v.   Travel in an aircraft, except as a passenger, in a civilian aircraft
     or its military equivalent piloted by a qualified licensed pilot or
     military equivalent. (You are also not covered if you act as a member of
     the fight crew.)

3.3  Duration of Coveraqe

       A Participant shall be covered by the Personal Accident Insurance
portion of the Plan so long as he is eligible to participate in the Life
Insurance portion of the Plan and remains actively employed by the Company.
Coverage shall cease upon termination of employment with the Company for
any'reason.

                                   ARTICLE IV

                              PAYMENT OF BENEFITS
4.l  Payment of Benefits

Benefits under the Plan shall be paid in accordance with the terms and
conditions of this Plan and of any group insurance policy or policies then
funding the Plan to such beneficiary or beneficiaries as may be designated by
the Participant upon a written election form. In the event that no beneficiary
has been designated, then the benefits under the Plan shall be paid to the first
surviving class of the following classes of successive preference beneficiaries:
(a) Participant's spouse, (b) Participant's surviving children, (c)
Participant's surviving parents, (d) Participant's surviving brothers and
sisters, or (e) Participant's executor or administrator.

                                   ARTICLE V

                                    FUNDING


5.1  Fundinq of the Plan.  Notwithstanding anything in this Plan to the
contrary, the Company shall have sole discretion in determining the methods used
to fund the benefits provided under the Plan.

5.2  Employee Contributions.  No Participant contributions shall be required
with respect to the benefits provided in the Plan, and all such benefits will be
funded solely by the Company.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS


6.1  Plan Administration

       The Plan will be administered by the Compensation Committee of the Board
of Directors of the Company. Decisions and determinations by the Committee shall
be final and binding upon all parties, including the Company, Shareholders,
Participants, and other employees.  The Committee shall have the authority to
interpret the Plan, to adopt and revise rules and regulations relating to the
Plan and to make any other determinations which it believes necessary or
advisable for the administration of the Plan.  No member of the Committee shall
be liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Agreement unless attributable to his
own willful misconduct or lack of good faith.

       The Committee is expressly authorized to appoint one individual, who
need not be a member of the Committee, to act as its agent in the management and
administration of this Plan.  Such individual shall be empowered to undertake
all of the obligations of the Committee as provided herein, and shall serve at
the pleasure of the Committee.

6.2     Amendment and Plan Termination


The Board of Directors of the Company expressly reserves the right to amend or
terminate the Plan at any time, provided however that no amendment or
termination shall have the effect of terminating or reducing the coverage amount
(as determined pursuant to Sections 2.2 and 3=2a) of any employee who at the
time of amendment or termination was covered by the Plan.  The coverage provided
each Participant on the date of amendment or termination shall continue at the
level then in effect notwithstanding the fact that such amendment or termination
may preclude increased coverage or new participants.

6.3      Assiqnment of Benefits
       Except as specifically provided in this Section, a Participant may not,
either voluntarily or involuntarily assign, anticipate, alienate, commute,
pledge or encumber any benefits to which he or she is or may become entitled to
under the Plan, nor may the same be subject to attachment or garnishment by any
creditor of a Participant.

       Notwithstanding the foregoing, nothing in this Section shall prohibit a
Participant from assigning, by gift, the ownership of any policy of insurance
issued upon Participant's life, either directly to or in trust for the benefit
of to one or more of the following: (a) Participant's spouse, (b) ancestors of
Participant or Participant's spouse, (c) Participant's lineal descendants, or
(d) Participant's siblings.  An assignment may be made by written notification
to the Plan and to the underlying insurer in such manner and form as shall be
prescribed by the Compensation Committee.

6.4  Continued Employment

       Although the Company intends the accident and death benefits provided by
the Plan to be a term of employment and a part of each Participant's
compensation and benefits package, nothing in the establishment of the Plan is
to be construed as giving any Participant the right to be retained in the
employment of the Company.

6.5  Effective Date

       This amendment and restatement of the Plan shall be effective as of the
later of the date of its adoption by the Board of Directors of the Company or
January 1, 1987.