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                                                                    EXHIBIT 10.1


                           GEORGIA-PACIFIC CORPORATION

                          8.875% SENIOR NOTES DUE 2010
                          9.375% SENIOR NOTES DUE 2013

                      UNCONDITIONALLY GUARANTEED AS TO THE
             PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
                             FORT JAMES CORPORATION

                                    -------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                January 30, 2003

Goldman, Sachs & Co.,
Banc of America Securities LLC
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o   Goldman, Sachs & Co.
        85 Broad Street
        New York, New York 10004

Ladies and Gentlemen:

         Georgia-Pacific Corporation, a Georgia corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 8.875% Senior Notes
due 2010 (the "2010 Notes") and 9.375% Senior Notes due 2013 (the "2013 Notes"),
which are unconditionally guaranteed by Fort James Corporation, a Virginia
corporation ("Fort James"). As an inducement to the Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company agrees with the Purchasers for the benefit of
Holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indentures, without giving
     effect to the provisions of this Exchange and Registration Rights
     Agreement.

         "Broker-dealer" shall mean any broker or dealer registered with the
     Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.


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         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any Holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         "Holder" shall mean each of the Purchasers and other Persons who
     acquire Registrable Securities from time to time (including any successors
     or assigns), in each case for so long as such Person owns any Registrable
     Securities.

         "Indentures" shall mean the 2010 Note Indenture and the 2013 Note
     Indenture.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit
     A-1 hereto, in the case of the 2010 Notes, and Exhibit A-2 hereto, in the
     case of the 2013 Notes.

         "Person" shall mean a corporation, association, partnership, limited
     liability company, organization, business, individual, government or
     political subdivision thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     January 23, 2003, among the Purchasers, the Company and Fort James relating
     to the Securities.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a) hereof, is included in a prospectus
     for use in connection with resales by Broker-dealers shall be deemed to be
     a Registrable Security with respect to Sections 5, 6 and 9 hereof until
     resale of such Registrable Security has been effected within the 180-day
     period referred to in Section 2(a)(4) hereof); (ii) in the circumstances
     contemplated by Section 2(b) hereof, a Shelf Registration Statement
     registering such Security under the Securities Act has been declared or
     becomes effective and such Security has been sold or otherwise transferred
     by the





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     Holder thereof pursuant to and in a manner contemplated by such effective
     Shelf Registration Statement; (iii) such Security is sold pursuant to Rule
     144 under circumstances in which any legend borne by such Security relating
     to restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indentures; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a Holder that is an affiliate of the
     Company within the meaning of Rule 405; (ii) a Holder who acquires Exchange
     Securities outside the ordinary course of such Holder's business; (iii) a
     Holder who has arrangements or understandings with any Person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities; and (iv) a Holder that is a Broker-dealer, but only with
     respect to Exchange Securities received by such Broker-dealer pursuant to
     the Exchange Offer in exchange for Registrable Securities acquired by the
     Broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 2010 Notes and the 2013
     Notes of the Company to be issued and sold to the Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indentures. Each Security is entitled to the benefit of the guarantees
     provided for in the Indentures (the "Guarantees") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantee.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trustees" shall mean the 2010 Note Trustee and the 2013 Note Trustee.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         "2010 Note Indenture" shall mean the Indenture, dated as of January 30,
     2003, among the Company, Fort James and The Bank of New York, as trustee,
     pursuant to which the 2010 Notes are being issued, as the same shall be
     amended from time to time.



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         "2013 Note Indenture" shall mean the Indenture, dated as of January 30,
     2003, among the Company, Fort James and The Bank of New York, as trustee,
     pursuant to which the 2013 Notes are being issued, as the same shall be
     amended from time to time.

         "2010 Note Trustee" shall mean trustee under the 2010 Note Indenture
     and the trustee (if any) under any indenture governing the Exchange
     Securities.

         "2013 Note Trustee" shall mean trustee under the 2013 Note Indenture
     and the trustee (if any) under any indenture governing the Exchange
     Securities.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2. Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company and Fort
     James agree to file under the Securities Act, as soon as practicable, but
     no later than 90 days after the Closing Date, a registration statement
     relating to an offer to exchange (such registration statement, the
     "Exchange Registration Statement", and such offer, the "Exchange Offer")
     any and all of the Securities for a like aggregate principal amount of debt
     securities issued by the Company and guaranteed by Fort James, which debt
     securities and guarantees are substantially identical to the Securities and
     the related Guarantees, respectively (and are entitled to the benefits of a
     trust indenture which is substantially identical to the 2010 Note Indenture
     or the 2013 Note Indenture, as applicable, or is the 2010 Note Indenture or
     the 2013 Note Indenture, as applicable, and which has been qualified under
     the Trust Indenture Act), except that such new debt securities have been
     registered pursuant to an effective registration statement under the
     Securities Act and do not contain provisions for the additional interest
     contemplated in Section 2(c) below (such new debt securities hereinafter
     called "Exchange Securities"). The Company and Fort James agree to use
     their reasonable best efforts to cause the Exchange Registration Statement
     to become effective under the Securities Act as soon as practicable, but no
     later than 180 days after the Closing Date. The Exchange Offer will be
     registered under the Securities Act on the appropriate form and will comply
     with all applicable tender offer rules and regulations under the Exchange
     Act. The Company and Fort James further agree to use their reasonable best
     efforts to commence and complete the Exchange Offer promptly, but no later
     than 30 business days (or such longer period as may be required by federal
     securities law) after the Effective Time of such Exchange Registration
     Statement, hold the Exchange Offer open for at least 30 days and exchange
     Exchange Securities for all Registrable Securities that have been properly
     tendered and not withdrawn on or prior to the expiration of the Exchange
     Offer. The Exchange Offer will be deemed to have been "completed" only if
     the Exchange Securities and the related guarantees received by Holders
     other than Restricted Holders in the Exchange Offer for Registrable
     Securities are, upon receipt, transferable by each such Holder without
     restriction under the Securities Act and the Exchange Act and without
     material restrictions under the blue sky or securities laws of a
     substantial majority of the States of the United States of America. The
     Exchange Offer shall be deemed to have been completed upon the earlier to
     occur of (i) the Company having exchanged the Exchange Securities for all
     outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
     the Company having exchanged, pursuant to the Exchange Offer, Exchange
     Securities for all Registrable Securities that have been properly tendered
     and not withdrawn before the




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<PAGE>

     expiration of the Exchange Offer, which shall be on a date that is not less
     than 30 days following the commencement of the Exchange Offer. The Company
     and Fort James agree (x) to include in the Exchange Registration Statement
     a prospectus for use in any resales by any Holder of Exchange Securities
     that is a Broker-dealer and (y) to keep such Exchange Registration
     Statement effective for a period (the "Resale Period") beginning at the
     Effective Time of such Exchange Registration Statement and ending upon the
     earlier of the expiration of the 180th day after the Exchange Offer has
     been completed or such time as such Broker-dealers no longer own any
     Registrable Securities. With respect to such Exchange Registration
     Statement, such Holders shall have the benefit of the rights of
     indemnification and contribution set forth in Sections 6(a), (c), (d) and
     (e) hereof.

         (b) If (i) the Company and Fort James are not required to file the
     Exchange Registration Statement, (ii) the Company and Fort James are not
     permitted to consummate the Exchange Offer because it is not permitted by
     applicable law or Commission policy, or (iii) any Holder of Registrable
     Securities provides written notice to the Company at any time prior to the
     20th day following the consummation of the Exchange Offer that (A) such
     Holder is prohibited under applicable law or under the rules, regulations
     or policies of the Commission from participating in the Exchange Offer, (B)
     it may not resell Exchange Securities acquired by such Holder in the
     Exchange Offer without delivering a prospectus and the prospectus contained
     in the Exchange Registration Statement is not appropriate or available for
     such resale, or (C) it is a Broker-dealer and it holds securities acquired
     directly from the Company or an affiliate of the Company, the Company and
     Fort James shall, in lieu of (or, in the case of clause (iii), in addition
     to) conducting the Exchange Offer contemplated by Section 2(a) hereof, file
     under the Securities Act as soon as practicable, but no later than 60 days
     after the time such obligation to file arises, a "shelf" registration
     statement under the Securities Act providing for the registration of, and
     the sale on a continuous or delayed basis by the Holders of, all of the
     Registrable Securities, pursuant to Rule 415 or any similar rule that may
     be adopted by the Commission (such filing, the "Shelf Registration" and
     such registration statement, the "Shelf Registration Statement"). The
     Company and Fort James agree to use their reasonable best efforts (x) to
     cause the Shelf Registration Statement to become or be declared effective
     no later than 150 days after the obligation to file such Shelf Registration
     Statement arises and, subject to Section 2(f) hereof, to keep such Shelf
     Registration Statement continuously effective for a period ending on the
     earlier of the second anniversary of the Effective Time or such time as any
     Registrable Securities registered under the Shelf Registration Statement
     cease to be Registrable Securities as defined in this Exchange and
     Registration Rights Agreement, provided, however, that no Holder shall be
     entitled to be named as a selling securityholder in the Shelf Registration
     Statement or to use the prospectus forming a part thereof for resales of
     Registrable Securities unless such Holder is an Electing Holder, and (y)
     after the Effective Time of the Shelf Registration Statement, promptly upon
     the request of any Holder of Registrable Securities registered under the
     Shelf Registration Statement that is not then an Electing Holder, to take
     any action reasonably necessary to enable such Holder to use the prospectus
     forming a part of the Shelf Registration Statement for resales of
     Registrable Securities, including, without limitation, any action necessary
     to identify such Holder as a selling securityholder in the Shelf
     Registration Statement, provided, however, that nothing in this clause (y)
     shall relieve any such Holder of the obligation to return a completed and
     signed Notice and Questionnaire to the Company in accordance with Section
     3(d)(iii) hereof. Subject to Section 2(f) hereof, the Company and Fort
     James further agree to supplement or make amendments to the Shelf
     Registration Statement, as and when required by the rules, regulations or
     instructions applicable to the registration form used by the Company for
     such Shelf Registration Statement or by the Securities Act or rules and
     regulations thereunder for shelf registration, and the Company agrees to
     furnish to each Electing Holder copies of any


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     such supplement or amendment prior to its being used or promptly following
     its filing with the Commission.

         (c) In the event that (i) the Company and Fort James have not filed the
     Exchange Registration Statement or Shelf Registration Statement on or
     before the date on which such registration statement is required to be
     filed pursuant to Section 2(a) or 2(b) hereof, respectively, or (ii) such
     Exchange Registration Statement or Shelf Registration Statement has not
     become effective or been declared effective by the Commission on or before
     the date on which such registration statement is required to become or be
     declared effective pursuant to Section 2(a) or 2(b) hereof, respectively,
     or (iii) the Exchange Offer has not been completed within 30 business days
     after the Effective Time of the Exchange Registration Statement relating to
     the Exchange Offer (if the Exchange Offer is then required to be made) or
     (iv) any Exchange Registration Statement or Shelf Registration Statement
     required by Section 2(a) or 2(b) hereof is filed and declared effective but
     shall thereafter either be withdrawn by the Company or shall become subject
     to an effective stop order issued pursuant to Section 8(d) of the
     Securities Act suspending the effectiveness of such registration statement
     (except as specifically permitted herein) without being succeeded
     immediately by an additional registration statement filed and declared
     effective (each such event referred to in clauses (i) through (iv), a
     "Registration Default" and each period during which a Registration Default
     has occurred and is continuing, a "Registration Default Period"), then, as
     liquidated damages for such Registration Default, subject to the provisions
     of Section 9(b) hereof, special interest ("Special Interest"), in addition
     to the Base Interest, shall accrue at a per annum rate of 0.25% for the
     first 90 days of the Registration Default Period, at a per annum rate of
     0.50% for the second 90 days of the Registration Default Period, at a per
     annum rate of 0.75% for the third 90 days of the Registration Default
     Period and at a per annum rate of 1.0% thereafter for the remaining portion
     of the Registration Default Period.

         (d) The Company shall take, and shall cause Fort James to take, all
     actions necessary to ensure that the transactions contemplated herein are
     effected as so contemplated, including all actions necessary to register
     the Guarantees under the registration statement contemplated in Section
     2(a) or 2(b) hereof, as applicable.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         (f) Notwithstanding any other provisions of this Exchange and
     Registration Rights Agreement (but subject to the further provisions of
     this Section 2(f)), the Company may for valid business reasons, including,
     without limitation, a potential acquisition, divestiture of assets or other
     material corporate event or transaction, issue a notice to Holders of
     Registrable Securities registered under any Shelf Registration Statement
     that such Shelf Registration Statement is no longer effective or that the
     prospectus included therein is no longer usable for offers and sales of
     Registrable Securities covered by the Shelf Registration Statement and may
     issue any notice suspending use of the Shelf Registration Statement
     required under applicable law to be issued; provided that the use of the
     Shelf Registration Statement shall not be suspended for more than 45 days
     in the aggregate in any consecutive 12-month period.

         3. Registration Procedures.



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             If the Company and Fort James file a registration statement
pursuant to Section 2(a) or Section 2(b) hereof, the following provisions shall
apply:

         (a)    At or before the Effective Time of the Exchange Registration
     Statement or the Shelf Registration Statement, as the case may be, the
     Company shall qualify the Indentures under the Trust Indenture Act.

         (b)    In the event that such qualification would require the
     appointment of a new trustee under either of the Indentures, the Company
     shall appoint a new trustee thereunder pursuant to the applicable
     provisions of that Indenture.

         (c)    In connection with the Company's and Fort James' obligations
     with respect to the registration of Exchange Securities as contemplated by
     Section 2(a) hereof (the "Exchange Registration"), if applicable, the
     Company and Fort James shall, as soon as practicable (or as otherwise
     specified):

                (i)    prepare and file with the Commission, no later than 90
          days after the Closing Date, an Exchange Registration Statement on any
          form which may be utilized by the Company and which shall permit the
          Exchange Offer and resales of Exchange Securities by Broker-dealers
          during the Resale Period to be effected as contemplated by Section
          2(a) hereof, and use their reasonable best efforts to cause such
          Exchange Registration Statement to become effective no later than 180
          days after the Closing Date;

                (ii)   prepare and file with the Commission such amendments and
          supplements to such Exchange Registration Statement and the prospectus
          included therein as may be necessary to effect and maintain the
          effectiveness of such Exchange Registration Statement for the periods
          and purposes contemplated in Section 2(a) hereof and as may be
          required by the applicable rules and regulations of the Commission and
          the instructions applicable to the form of such Exchange Registration
          Statement, and promptly provide each Broker-dealer holding Exchange
          Securities with such number of copies of the prospectus included in
          the Exchange Registration Statement (as then amended or supplemented),
          in conformity in all material respects with the requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, as such Broker-dealer
          reasonably may request prior to the expiration of the Resale Period,
          for use in connection with resales of Exchange Securities;

                (iii)  promptly notify each Broker-dealer that has requested or
          received copies of the prospectus included in such Exchange
          Registration Statement, and confirm such advice in writing, (A) when
          such Exchange Registration Statement or the prospectus included
          therein or any prospectus amendment or supplement or post-effective
          amendment has been filed, and, with respect to such Exchange
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) of any request by the Commission for
          amendments or supplements to such Exchange Registration Statement or
          prospectus or for additional information, (C) of the issuance by the
          Commission of any stop order suspending the effectiveness of such
          Exchange Registration Statement or the initiation or threatening of
          any proceedings for that purpose, (D) if at any time the
          representations and warranties of the Company contemplated by Section
          5 hereof cease to be true and correct in all material respects, (E) of
          the receipt by the Company of any notification with respect to the
          suspension of the qualification of the Exchange Securities for sale in
          any jurisdiction or the initiation or threatening of any





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          proceeding for such purpose, or (F) at any time during the Resale
          Period when a prospectus is required to be delivered under the
          Securities Act, that such Exchange Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment does
          not conform in all material respects to the applicable requirements of
          the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or contains an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

                (iv)   in the event that the Company would be required, pursuant
          to Section 3(c)(iii)(B) or (F) above, to notify any Broker-dealers
          holding Exchange Securities, promptly prepare and furnish to each such
          Holder a reasonable number of copies of a prospectus supplemented or
          amended so that, as thereafter delivered to purchasers of such
          Exchange Securities during the Resale Period, such prospectus shall
          conform in all material respects to the applicable requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder and shall not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

                (v)    use their reasonable best efforts to obtain the
          withdrawal of any order suspending the effectiveness of such Exchange
          Registration Statement or any post-effective amendment thereto at the
          earliest practicable date;

                (vi)   use their reasonable best efforts to (A) register or
          qualify the Exchange Securities under the securities laws or blue sky
          laws of such jurisdictions as are contemplated by Section 2(a) hereof
          no later than the commencement of the Exchange Offer, (B) keep such
          registrations or qualifications in effect and comply with such laws so
          as to permit the continuance of offers, sales and dealings therein in
          such jurisdictions until the expiration of the Resale Period and (C)
          take any and all other actions as may be reasonably necessary or
          advisable to enable each Broker-dealer holding Exchange Securities to
          consummate the disposition thereof in such jurisdictions; provided,
          however, that none of the Company or Fort James shall be required for
          any such purpose to (1) qualify as a foreign corporation in any
          jurisdiction wherein it would not otherwise be required to qualify but
          for the requirements of this Section 3(c)(vi), (2) consent to general
          service of process in any such jurisdiction or (3) make any changes to
          its certificate of incorporation or by-laws or any agreement between
          it and its shareholders;

                (vii)  use their reasonable best efforts to obtain the consent
          or approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Exchange
          Registration, the Exchange Offer and the offering and sale of Exchange
          Securities by Broker-dealers during the Resale Period;

                (viii) provide a CUSIP number for all Exchange Securities, not
          later than the Effective Time of the Exchange Registration Statement;

                (ix)   comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but no later than eighteen months after the
          Effective Time of such Exchange Registration Statement, an earning
          statement of the Company and its subsidiaries complying with




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          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

         (d)  In connection with the Company's and Fort James' obligations with
     respect to the Shelf Registration, if applicable, the Company and Fort
     James shall, as soon as practicable (or as otherwise specified):

                (i)    prepare and file with the Commission, within the time
          periods specified in Section 2(b) hereof, a Shelf Registration
          Statement on any form which may be utilized by the Company and which
          shall register all of the Registrable Securities for resale by the
          Holders thereof in accordance with such method or methods of
          disposition as may be specified by such of the Holders as, from time
          to time, may be Electing Holders and use their reasonable best efforts
          to cause such Shelf Registration Statement to become effective within
          the time periods specified in Section 2(b) hereof;

                (ii)   not less than 30 calendar days prior to the Effective
          Time of the Shelf Registration Statement, mail the Notice and
          Questionnaire to the Holders of Registrable Securities registered
          under the Shelf Registration Statement; no Holder shall be entitled to
          be named as a selling securityholder in the Shelf Registration
          Statement as of the Effective Time, and no Holder shall be entitled to
          use the prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such Holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein; provided, however, Holders of Registrable
          Securities shall have at least 28 calendar days from the date on which
          the Notice and Questionnaire is first mailed to such Holders to return
          a completed and signed Notice and Questionnaire to the Company;

                (iii)  after the Effective Time of the Shelf Registration
          Statement, upon the written request of any Holder of Registrable
          Securities registered under the Shelf Registration Statement that is
          not then an Electing Holder, promptly send a Notice and Questionnaire
          to such Holder; provided that the Company shall not be required to
          take any action to name such Holder as a selling securityholder in the
          Shelf Registration Statement or to enable such Holder to use the
          prospectus forming a part thereof for resales of Registrable
          Securities until such Holder has returned a completed and signed
          Notice and Questionnaire to the Company;

                (iv)   as soon as practicable prepare and file with the
          Commission such amendments and supplements to such Shelf Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Shelf Registration
          Statement for the period specified in Section 2(b) hereof and as may
          be required by the applicable rules and regulations of the Commission
          and the instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;

                (v)    comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable Securities
          covered by such Shelf Registration Statement in accordance with the
          intended methods of disposition by the Electing Holders provided for
          in such Shelf Registration Statement;



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<PAGE>

                (vi)   provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a Person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent therefor, (D) counsel for
          any such underwriter or agent and (E) not more than one counsel for
          all the Electing Holders the opportunity to participate in the
          preparation of such Shelf Registration Statement, each prospectus
          included therein or filed with the Commission and each amendment or
          supplement thereto;

                (vii)  for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in Section
          2(b) hereof, make available at reasonable times at the Company's
          principal place of business or such other reasonable place for
          inspection by the Persons referred to in Section 3(d)(vi) hereof who
          shall certify in writing to the Company that they have a current
          intention to sell the Registrable Securities pursuant to the Shelf
          Registration Statement such financial and other information and books
          and records of the Company, and cause the officers, employees, counsel
          and independent certified public accountants of the Company to respond
          to such inquiries, as shall be reasonably necessary, in the judgment
          of the respective counsel referred to in 3(d)(vi) hereof, to conduct a
          reasonable investigation within the meaning of Section 11 of the
          Securities Act; provided, however, that each such party shall be
          required to maintain in confidence and not to disclose to any other
          Person any information or records reasonably designated by the Company
          as being confidential, until such time as (A) such information becomes
          a matter of public record (whether by virtue of its inclusion in such
          registration statement or otherwise), or (B) such Person shall be
          required so to disclose such information pursuant to a subpoena or
          order of any court or other governmental agency or body having
          jurisdiction over the matter (subject to the requirements of such
          order, and only after such Person shall have given the Company prompt
          prior written notice of such requirement), or (C) such information is
          required to be set forth in such Shelf Registration Statement or the
          prospectus included therein or in an amendment to such Shelf
          Registration Statement or an amendment or supplement to such
          prospectus in order that such Shelf Registration Statement,
          prospectus, amendment or supplement, as the case may be, complies with
          applicable requirements of the federal securities laws and the rules
          and regulations of the Commission and does not contain an untrue
          statement of a material fact or omit to state therein a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

                (viii) promptly notify each of the Electing Holders, any sales
          or placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and confirm such
          advice in writing, (A) when such Shelf Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, and, with respect to such
          Shelf Registration Statement or any post-effective amendment, when the
          same has become effective, (B) of any request by the Commission for
          amendments or supplements to such Shelf Registration Statement or
          prospectus or for additional information, (C) of the issuance by the
          Commission of any stop order suspending the effectiveness of such
          Shelf Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) if at any time the representations
          and warranties of the Company and Fort James contemplated by Section
          3(d)(xvii) or Section 5 hereof cease to be true and correct in all
          material respects, (E) of the





                                       10
<PAGE>

          receipt by the Company of any notification with respect to the
          suspension of the qualification of the Registrable Securities for sale
          in any jurisdiction or the initiation or threatening of any proceeding
          for such purpose, or (F) if at any time when a prospectus is required
          to be delivered under the Securities Act, that such Shelf Registration
          Statement, prospectus, prospectus amendment or supplement or
          post-effective amendment does not conform in all material respects to
          the applicable requirements of the Securities Act and the Trust
          Indenture Act and the rules and regulations of the Commission
          thereunder or contains an untrue statement of a material fact or omits
          to state any material fact required to be stated therein or necessary
          to make the statements therein not misleading in light of the
          circumstances then existing;

                (ix)   use their reasonable best efforts to obtain the
          withdrawal of any order suspending the effectiveness of such
          registration statement or any post-effective amendment thereto at the
          earliest practicable date;

                (x)    if requested by any managing underwriter or underwriters,
          any placement or sales agent or any Electing Holder, promptly
          incorporate in a prospectus supplement or post-effective amendment
          such information as is required by the applicable rules and
          regulations of the Commission and as such managing underwriter or
          underwriters, such agent or such Electing Holder specifies should be
          included therein relating to the terms of the sale of such Registrable
          Securities, including information with respect to the principal amount
          of Registrable Securities being sold by such Electing Holder or agent
          or to any underwriters, the name and description of such Electing
          Holder, agent or underwriter, the offering price of such Registrable
          Securities and any discount, commission or other compensation payable
          in respect thereof, the purchase price being paid therefor by such
          underwriters and with respect to any other terms of the offering of
          the Registrable Securities to be sold by such Electing Holder or agent
          or to such underwriters; and make all required filings of such
          prospectus supplement or post-effective amendment promptly after
          notification of the matters to be incorporated in such prospectus
          supplement or post-effective amendment;

                (xi)   furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) hereof an executed
          copy (or, in the case of an Electing Holder, a conformed copy) of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Registrable Securities, upon written request)
          and documents incorporated by reference therein) and such number of
          copies of such Shelf Registration Statement (excluding exhibits
          thereto and documents incorporated by reference therein unless
          specifically so requested by such Electing Holder, agent or
          underwriter, as the case may be) and of the prospectus included in
          such Shelf Registration Statement (including each preliminary
          prospectus and any summary prospectus), in conformity in all material
          respects with the applicable requirements of the Securities Act and
          the Trust Indenture Act and the rules and regulations of the
          Commission thereunder, and such other documents, as such Electing
          Holder, agent, if any, and underwriter, if any, may reasonably request
          in order to facilitate the offering and disposition of the Registrable
          Securities owned by such Electing Holder, offered or sold by such
          agent or underwritten by such underwriter and to permit such Electing
          Holder, agent and underwriter to satisfy the prospectus delivery
          requirements of the Securities Act; and the Company hereby consents to
          the use of



                                       11
<PAGE>

          such prospectus (including such preliminary and summary prospectus)
          and any amendment or supplement thereto by each such Electing Holder
          and by any such agent and underwriter, in each case in the form most
          recently provided to such Person by the Company, in connection with
          the offering and sale of the Registrable Securities covered by the
          prospectus (including such preliminary and summary prospectus) or any
          supplement or amendment thereto;

                (xii)  use their reasonable best efforts to (A) register or
          qualify the Registrable Securities to be included in such Shelf
          Registration Statement under such securities laws or blue sky laws of
          such jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of
          offers, sales and dealings therein in such jurisdictions during the
          period the Shelf Registration Statement is required to remain
          effective under Section 2(b) above and for so long as may be necessary
          to enable any such Electing Holder, agent or underwriter to complete
          its distribution of Securities pursuant to such Shelf Registration
          Statement and (C) take any and all other actions as may be reasonably
          necessary or advisable to enable each such Electing Holder, agent, if
          any, and underwriter, if any, to consummate the disposition in such
          jurisdictions of such Registrable Securities; provided, however, that
          neither the Company nor Fort James shall be required for any such
          purpose to (1) qualify as a foreign corporation in any jurisdiction
          wherein it would not otherwise be required to qualify but for the
          requirements of this Section 3(d)(xii), (2) consent to general service
          of process in any such jurisdiction or (3) make any changes to its
          certificate of incorporation or by-laws or any agreement between it
          and its shareholders;

                (xiii) use their reasonable best efforts to obtain the consent
          or approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Shelf Registration
          or the offering or sale in connection therewith or to enable the
          selling Holder or Holders to offer, or to consummate the disposition
          of, their Registrable Securities;

                (xiv)  Unless any Registrable Securities shall be in book-entry
          only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities;

                (xv)   provide a CUSIP number for all Registrable Securities,
          not later than the Effective Time of the Shelf Registration Statement;

                (xvi)  enter into one or more underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting
          agreements or similar agreements, as appropriate, which may include
          customary provisions relating to indemnification and contribution, and
          take such other actions in connection therewith as any Electing
          Holders aggregating at least 50% in aggregate principal amount of the
          Registrable




                                       12
<PAGE>

          Securities at the time outstanding shall request in order to expedite
          or facilitate the disposition of such Registrable Securities;

                (xvii) if an agreement of the type referred to in Section
          3(d)(xvi) hereof is entered into and the offering contemplated by the
          Shelf Registration is an underwritten offering or is made through a
          placement or sales agent or any other entity, (A) make such
          representations and warranties to the placement or sales agent, if
          any, therefor and the underwriters, if any, thereof in form, substance
          and scope as are customarily made in connection with an offering of
          debt securities pursuant to any appropriate agreement or to a
          registration statement filed on the form applicable to the Shelf
          Registration; (B) obtain an opinion of counsel to the Company in
          customary form and covering such matters, of the type customarily
          covered by such an opinion, addressed to such Electing Holder or
          Electing Holders and the placement or sales agent, if any, therefor
          and the underwriters, if any, thereof and dated the Effective Time of
          such Shelf Registration Statement (and if such Shelf Registration
          Statement contemplates an underwritten offering of a part or all of
          the Registrable Securities, dated the date of the closing under the
          underwriting agreement relating thereto) (it being agreed that the
          matters to be covered by such opinion shall include the due
          incorporation and good standing of the Company and Fort James; the
          qualification of the Company and Fort James to transact business as
          foreign corporations; the due authorization, execution and delivery of
          the relevant agreement of the type referred to in Section 3(d)(xvi)
          hereof; the due authorization, execution, authentication and issuance,
          and the validity and enforceability, of the Securities; the absence of
          material legal or governmental proceedings involving the Company; the
          absence of a breach by the Company or any of its subsidiaries of, or a
          default under, material agreements binding upon the Company or any
          subsidiary of the Company; the absence of governmental approvals
          required to be obtained in connection with the Shelf Registration, the
          offering and sale of the Registrable Securities, this Exchange and
          Registration Rights Agreement or any agreement of the type referred to
          in Section 3(d)(xvi) hereof, except such approvals as may be required
          under state securities or blue sky laws; the material compliance as to
          form of such Shelf Registration Statement and any documents
          incorporated by reference therein and of the Indentures with the
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder, respectively; and,
          as of the date of the opinion and of the Shelf Registration Statement
          or most recent post-effective amendment thereto, as the case may be,
          the absence from such Shelf Registration Statement and the prospectus
          included therein, as then amended or supplemented, and from the
          documents incorporated by reference therein (in each case other than
          the financial statements and other financial information contained
          therein) of an untrue statement of a material fact or the omission to
          state therein a material fact necessary to make the statements therein
          not misleading (in the case of such documents, in the light of the
          circumstances existing at the time that such documents were filed with
          the Commission under the Exchange Act)); (C) obtain a "cold comfort"
          letter or letters from the independent certified public accountants of
          the Company addressed to the selling Electing Holders, the placement
          or sales agent, if any, therefor or the underwriters, if any, thereof,
          dated (i) the Effective Time of such Shelf Registration Statement and
          (ii) the effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus (and, if such Shelf Registration Statement contemplates an
          underwritten





                                       13
<PAGE>

          offering pursuant to any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus, dated the date of the closing under the underwriting
          agreement relating thereto), such letter or letters to be in customary
          form and covering such matters of the type customarily covered by
          letters of such type; (D) deliver such documents and certificates,
          including officers' certificates, as may be reasonably requested by
          any Electing Holders holding at least 50% in aggregate principal
          amount of the Registrable Securities at the time outstanding or the
          placement or sales agent, if any, therefor and the managing
          underwriters, if any, thereof to evidence the accuracy of the
          representations and warranties made pursuant to clause (A) above or
          those contained in Section 5(a) hereof and the compliance with or
          satisfaction of any agreements or conditions contained in the
          underwriting agreement or other agreement entered into by the Company
          or Fort James; and (E) undertake such obligations relating to expense
          reimbursement, indemnification and contribution as are provided in
          Section 6 hereof;

                (xviii) notify in writing each Holder of Registrable Securities
          of any amendment or waiver of any provision of this Exchange and
          Registration Rights Agreement pursuant to Section 9(h) hereof, each of
          which notices shall contain the text of the amendment or waiver
          effected;

                (xix)   in the event that any Broker-dealer registered under the
          Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules") of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a Holder of such Registrable Securities
          or as an underwriter, a placement or sales agent or a broker or dealer
          in respect thereof, or otherwise, assist such Broker-dealer in
          complying with the requirements of such Conduct Rules, including by
          (A) if such Conduct Rules shall so require, engaging a "qualified
          independent underwriter" (as defined in such Conduct Rules) to
          participate in the preparation of the Shelf Registration Statement
          relating to such Registrable Securities, to exercise usual standards
          of due diligence in respect thereto and, if any portion of the
          offering contemplated by such Shelf Registration Statement is an
          underwritten offering or is made through a placement or sales agent,
          to recommend the yield of such Registrable Securities, (B)
          indemnifying any such qualified independent underwriter to the extent
          of the indemnification of underwriters provided in Section 6 hereof
          (or to such other customary extent as may be requested by such
          underwriter), and (C) providing such information to such Broker-dealer
          as may be required in order for such Broker-dealer to comply with the
          requirements of the Conduct Rules; and

                (xx)    comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).



                                       14
<PAGE>

         (e) If the Company notifies the Broker-dealers in accordance with
     Sections 2(f), 3(c)(iii)(B) or 3(c)(iii)(F) above to suspend the use of the
     prospectus until the suspension has terminated, the requisite changes to
     the prospectus have been made or any stop order has been lifted, as the
     case may be, then any such Broker-dealers shall suspend the use of such
     prospectus, and, in the case of a suspension under Sections 3(c)(iii)(B) or
     (F), the period of effectiveness of the Exchange Registration Statement
     provided for in Section 2(a) above shall be extended (i) by the number of
     days from and including the date of the giving of such notice to and
     including the date when Broker-dealers shall have received such amended or
     supplemented prospectus pursuant to Section 3(c)(iv) hereof or (ii) if
     earlier, until the date when none of the Securities represent Registrable
     Securities. In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(B) or (F) above, to notify the Electing Holders, the
     placement or sales agent, if any, therefor and the managing underwriters,
     if any, thereof, the Company shall without delay prepare and furnish to
     each of the Electing Holders, to each placement or sales agent, if any, and
     to each such underwriter, if any, a reasonable number of copies of a
     prospectus supplemented or amended so that, as thereafter delivered to
     purchasers of Registrable Securities, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing. Each Electing Holder agrees that upon receipt of any notice
     from the Company pursuant to Section 3(d)(viii)(B) or (F) hereof, such
     Electing Holder shall forthwith discontinue the disposition of Registrable
     Securities pursuant to the Shelf Registration Statement applicable to such
     Registrable Securities until such Electing Holder shall have received
     copies of such amended or supplemented prospectus, and if so directed by
     the Company, such Electing Holder shall deliver to the Company (at the
     Company's expense) all copies, other than permanent file copies, then in
     such Electing Holder's possession of the prospectus covering such
     Registrable Securities at the time of receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities





                                       15
<PAGE>

     that have been reacquired by any of them except pursuant to an effective
     registration statement under the Securities Act.

         4. Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination
in an amount not to exceed $5,000, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustees under the
Indentures, any agent of the Trustees and any counsel for the Trustees and of
any collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company's officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other Persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any Holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such Person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the Holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such Holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         5. Representations and Warranties.

            Each of the Company and Fort James represents and warrants to, and
agrees with, each Purchaser and each of the Holders from time to time of
Registrable Securities that:



                                       16
<PAGE>

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to Holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a Holder of Registrable Securities expressly for
     use therein.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a Holder of Registrable Securities expressly for
     use therein.

         (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not (i) conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any indenture, mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company or any subsidiary of the Company is a
     party or by which the Company or any subsidiary of the Company is bound or
     to which any of the property or assets of the Company or any subsidiary of
     the Company is subject, or (ii) result in any violation of (A) the
     provisions of the articles of incorporation, as amended, or the by-laws of
     the Company or Fort James or (B) any statute or any order, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over the Company or any subsidiary of the Company or any of their
     properties, except with respect to clauses (i) and (ii)(B), for such
     conflicts, breaches, violations or defaults which have been consented to or
     waived or which would not otherwise have a Material Adverse Effect; no
     consent, approval, authorization, order, registration or qualification of
     or with any such court or governmental agency or body is required for the
     consummation by the Company or Fort James of the transactions contemplated
     by this Exchange and Registration Rights Agreement, except the





                                       17
<PAGE>

     registration under the Securities Act of the Securities, qualification of
     the Indentures under the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     State securities or blue sky laws in connection with the offering and
     distribution of the Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company and Fort James.

         6. Indemnification.

         (a) Indemnification by the Company and Fort James. The Company and Fort
     James, jointly and severally, will indemnify and hold harmless each of the
     Holders of Registrable Securities included in an Exchange Registration
     Statement, each of the Electing Holders of Registrable Securities included
     in a Shelf Registration Statement and each Person who participates as a
     placement or sales agent or as an underwriter in any offering or sale of
     such Registrable Securities against any losses, claims, damages or
     liabilities, joint or several, to which such Holder, agent or underwriter
     may become subject under the Securities Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon an untrue statement or alleged untrue
     statement of a material fact contained in any Exchange Registration
     Statement or Shelf Registration Statement, as the case may be, under which
     such Registrable Securities were registered under the Securities Act, or
     any preliminary, final or summary prospectus contained therein or furnished
     by the Company to any such Holder, Electing Holder, agent or underwriter,
     or any amendment or supplement thereto, or arise out of or are based upon
     the omission or alleged omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading, and will reimburse such Holder, such Electing Holder, such
     agent and such underwriter for any legal or other expenses reasonably
     incurred by them in connection with investigating or defending any such
     action or claim as such expenses are incurred; provided, however, that
     neither the Company nor Fort James shall be liable to any such Person in
     any such case to the extent that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement or alleged untrue
     statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such Person expressly for use
     therein.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
     Company may require, as a condition to including any Registrable Securities
     in any registration statement filed pursuant to Section 2(b) hereof and to
     entering into any underwriting agreement with respect thereto, that the
     Company shall have received an undertaking reasonably satisfactory to it
     from the Electing Holder of such Registrable Securities and from each
     underwriter named in any such underwriting agreement, severally and not
     jointly, to (i) indemnify and hold harmless the Company, Fort James, and
     all other Holders of Registrable Securities, against any losses, claims,
     damages or liabilities to which the Company, Fort James or such other
     Holders of Registrable Securities may become subject, under the Securities
     Act or otherwise, insofar as such losses, claims, damages or liabilities
     (or actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in the
     Shelf Registration Statement, or any preliminary, final or summary
     prospectus contained therein or furnished by the Company to any such
     Electing Holder, agent or underwriter, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not




                                       18
<PAGE>

     misleading, in each case to the extent, but only to the extent, that such
     untrue statement or alleged untrue 3statement or omission or alleged
     omission was made in reliance upon and in conformity with written
     information furnished to the Company by such Electing Holder or underwriter
     expressly for use therein, and (ii) reimburse the Company and Fort James
     for any legal or other expenses reasonably incurred by the Company and Fort
     James in connection with investigating or defending any such action or
     claim as such expenses are incurred; provided, however, that no such
     Electing Holder shall be required to undertake liability to any Person
     under this Section 6(b) for any amounts in excess of the dollar amount of
     the proceeds to be received by such Electing Holder from the sale of such
     Electing Holder's Registrable Securities pursuant to such Shelf
     Registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) hereof are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to in Sections 6(a) and 6(b) hereof, then each indemnifying party
     shall contribute to the amount paid or payable by such indemnified party as
     a result of such losses, claims, damages or liabilities (or actions in
     respect thereof) in such proportion as is appropriate to reflect the
     relative fault of the indemnifying party and the indemnified party in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof), as well as
     any other relevant equitable considerations. The relative fault of such
     indemnifying party and indemnified party shall be determined by reference
     to, among other things, whether the untrue or alleged untrue statement of a
     material fact or omission or alleged omission to state a material fact
     relates to information supplied by such indemnifying party or by such
     indemnified party, and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The parties hereto agree that it would not be just and




                                       19
<PAGE>

     equitable if contributions pursuant to this Section 6(d) were determined by
     pro rata allocation (even if the Holders or any agents or underwriters or
     all of them were treated as one entity for such purpose) or by any other
     method of allocation which does not take account of the equitable
     considerations referred to in this Section 6(d). The amount paid or payable
     by an indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no Holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such Holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such Holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No Person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any Person who was not guilty
     of such fraudulent misrepresentation. The Holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

         (e) The obligations of the Company and Fort James under this Section 6
     shall be in addition to any liability which the Company or Fort James may
     otherwise have and shall extend, upon the same terms and conditions, to
     each officer, director and partner of each Holder, agent and underwriter
     and each Person, if any, who controls any Holder, agent or underwriter
     within the meaning of the Securities Act; and the obligations of the
     Holders and any agents or underwriters contemplated by this Section 6 shall
     be in addition to any liability which the respective Holder, agent or
     underwriter may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Company or Fort James
     (including any Person who, with his consent, is named in any registration
     statement as about to become a director of the Company or Fort James) and
     to each Person, if any, who controls the Company or Fort James within the
     meaning of the Securities Act.

         7. Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b) Participation by Holders. Each Holder of Registrable Securities
     hereby agrees with each other such Holder that no such Holder may
     participate in any underwritten offering hereunder unless such Holder (i)
     agrees to sell such Holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the Persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.



                                       20
<PAGE>

         8. Rule 144.

            The Company covenants to the Holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the written request of any Holder of Registrable
Securities in connection with that Holder's sale pursuant to Rule 144, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements.

         9. Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the Holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such Holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at 133 Peachtree Street, N.E., Atlanta, Georgia
     30303, and if to a Holder, to the address of such Holder set forth in the
     security register or other records of the Company, or to such other address
     as the Company or any such Holder may have furnished to the other in
     writing in accordance herewith, except that notices of change of address
     shall be effective only upon receipt.

         (d) Parties in Interest. All the terms and provisions of this Exchange
     and Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the Holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such Holders. In the event
     that any transferee of any Holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or otherwise, such transferee shall, without any further
     writing or action of any kind, be deemed a beneficiary hereof for all
     purposes and such Registrable Securities shall be held subject to all of
     the terms of this Exchange and Registration Rights Agreement, and by taking
     and holding such Registrable Securities such transferee shall be entitled
     to receive



                                       21
<PAGE>

     the benefits of, and be conclusively deemed to have agreed to be bound by
     all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the Company shall so request, any such
     successor, assign or transferee shall agree in writing to acquire and hold
     the Registrable Securities subject to all of the applicable terms hereof.

         (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any Holder of Registrable
     Securities, any director, officer or partner of such Holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     Person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such Holder and the
     consummation of an Exchange Offer.

         (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK.

         (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

         (h) Entire Agreement; Amendments. This Exchange and Registration Rights
     Agreement and the other writings referred to herein (including the
     Indentures and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the Holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each Holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such Holder.

         (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the Holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any Holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the Holders of Registrable Securities under the Securities, the
     Indentures and this Exchange and Registration Rights Agreement) at the
     offices of the Company at the address thereof set forth in Section 9(c)
     above and at the office of the Trustees under the Indentures.

         (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.



                                       22
<PAGE>


         If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Purchasers, the Company
and Fort James. It is understood that your acceptance of this letter on behalf
of each of the Purchasers is pursuant to the authority set forth in a form of
Agreement among Purchasers, the form of which shall be submitted to the Company
for examination upon request, but without warranty on your part as to the
authority of the signers thereof.


                                             Very truly yours,





                                             Georgia-Pacific Corporation


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:



                                             Fort James Corporation


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

Accepted as of the date hereof:
Goldman, Sachs & Co.
Banc of America Securities LLC


By:
   ----------------------------------
       (Goldman, Sachs & Co.)






                                       23
<PAGE>


                                                                     EXHIBIT A-1

                           GEORGIA-PACIFIC CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE:    *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Georgia-Pacific Corporation (the
"Company") 8.875% Senior Notes due 2010 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by . Please forward a copy of the enclosed documents to each
beneficial owner that holds interests in the Securities through you. If you
require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact Georgia-Pacific Corporation, 133 Peachtree
Street, N.E., Atlanta, Georgia 30303, (404) 652-4000.


-----------------
* Not less than 28 calendar days from date of mailing.


                                     A-1-1
<PAGE>


                           GEORGIA-PACIFIC CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Georgia-Pacific
Corporation (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form __ (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 8.875% Senior Notes due 2010 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined in the Exchange and
Registration Rights Agreement) is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement. In order
to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire
("Notice and Questionnaire") must be completed, executed and delivered to the
Company's counsel at the address set forth herein for receipt ON OR BEFORE .
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, Holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.






                                     A-1-2
<PAGE>


                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B-1, in the case of the 2010 Notes, and as Exhibit B-2, in the case
of the 2013 Notes, to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:



                                     A-1-3
<PAGE>


                                  QUESTIONNAIRE


(1) (a)   Full Legal Name of Selling Securityholder:


    (b)   Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:


    (c)   Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which  Registrable  Securities  Listed in Item
          (3) below are Held:


(2)       Address for Notices to Selling Securityholder:

          ----------------------

          ----------------------

          ----------------------

          Telephone:
                            ---------------------------------------
          Fax:
                            ---------------------------------------
          Contact Person:
                            ---------------------------------------


(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

    (a)   Principal amount of Registrable Securities beneficially owned:
                                                                        --------
          CUSIP No(s). of such Registrable Securities:
                                                      --------------------------

    (b)   Principal amount of Securities other than Registrable Securities
          beneficially owned:

          CUSIP No(s). of such other Securities:
                                                --------------------------------

    (c)   Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:
                                                                    ------------

          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:
                                       -----------------------------------------


(4)       Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any
          other securities of the Company, other than the Securities listed
          above in Item (3).

          State any exceptions here:



(5)       Relationships with the Company:



                                     A-1-4
<PAGE>

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders
          (5% or more) has held any position or office or has had any other
          material relationship with the Company (or its predecessors or
          affiliates) during the past three years.

          State any exceptions here:



(6)       Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in Item
          (3) only as follows (if at all): Such Registrable Securities may be
          sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, Broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with Broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to Broker-dealers that in turn may sell such securities.

          State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which






                                     A-1-5
<PAGE>

may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

           (i)  To the Company:


                                        Georgia-Pacific Corporation

                                        133 Peachtree Street, N.E.

                                        Atlanta, Georgia 30303

                                        Attention: Corporate Secretary



           (ii) With a copy to:

                                        King & Spalding LLP

                                        1185 Avenue of the Americas

                                        New York, New York 10036

                                        Attention: Mary Bernard, Esq.


Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.




                                     A-1-6
<PAGE>


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
        ----------------------------




      --------------------------------------------------------------------------
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)



      By:
         -----------------------------------------------------------------------
      Name:
      Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE TO THE COMPANY'S COUNSEL AT:



                                    King & Spalding LLP

                                    1185 Avenue of the Americas

                                    New York, New York 10036

                                    Attention: Mary Bernard, Esq.








                                     A-1-7
<PAGE>




                                                                     EXHIBIT A-2

                           GEORGIA-PACIFIC CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                            DEADLINE FOR RESPONSE: *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Georgia-Pacific Corporation (the
"Company") 9.375% Senior Notes due 2013 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by . Please forward a copy of the enclosed documents to each
beneficial owner that holds interests in the Securities through you. If you
require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact Georgia-Pacific Corporation, 133 Peachtree
Street, N.E., Atlanta, Georgia 30303, (404) 652-4000.


-----------------------
* Not less than 28 calendar days from date of mailing.


                                     B-2-1
<PAGE>


                           GEORGIA-PACIFIC CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Georgia-Pacific
Corporation (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form __ (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 9.375% Senior Notes due 2013 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined in the Exchange and
Registration Rights Agreement) is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement. In order
to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire
("Notice and Questionnaire") must be completed, executed and delivered to the
Company's counsel at the address set forth herein for receipt ON OR BEFORE .
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, Holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.






                                     B-2-2
<PAGE>


                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B-1, in the case of the 2010 Notes, and as Exhibit B-2, in the case
of the 2013 Notes, to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:



                                     B-2-3
<PAGE>


                                  QUESTIONNAIRE


(1) (a)   Full Legal Name of Selling Securityholder:


    (b)   Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:


    (c)   Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:



(2)       Address for Notices to Selling Securityholder:

          ------------------

          ------------------

          ------------------

          Telephone:
                                ---------------------------------------
          Fax:
                                ---------------------------------------
          Contact Person:
                                ---------------------------------------


(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

    (a)   Principal amount of Registrable Securities beneficially owned:
                                                                        -------
          CUSIP No(s). of such Registrable Securities:
                                                        ------------------------

    (b)   Principal amount of Securities other than Registrable Securities
          beneficially owned:

          CUSIP No(s). of such other Securities:
                                                  ------------------------------

    (c)   Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:
                                                                    ------------

          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:
                                       -----------------------------------------

(4)       Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any other
          securities of the Company, other than the Securities listed above in
          Item (3).

          State any exceptions here:





                                     B-2-4
<PAGE>

(5)       Relationships with the Company:

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders (5%
          or more) has held any position or office or has had any other material
          relationship with the Company (or its predecessors or affiliates)
          during the past three years.

          State any exceptions here:



(6)       Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in Item
          (3) only as follows (if at all): Such Registrable Securities may be
          sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, Broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with Broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to Broker-dealers that in turn may sell such securities.

          State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.




                                     B-2-5
<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

           (i)  To the Company:


                                            Georgia-Pacific Corporation

                                            133 Peachtree Street, N.E.

                                            Atlanta, Georgia 30303

                                            Attention: Corporate Secretary



           (ii) With a copy to:

                                            King & Spalding LLP

                                            1185 Avenue of the Americas

                                            New York, New York 10036

                                            Attention: Mary Bernard, Esq.




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.




                                     B-2-6
<PAGE>


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
        ----------------------------



      --------------------------------------------------------------------------
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)



      By:
         -----------------------------------------------------------------------
      Name:
      Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE TO THE COMPANY'S COUNSEL AT:



                                    King & Spalding LLP

                                    1185 Avenue of the Americas

                                    New York, New York 10036

                                    Attention: Mary Bernard, Esq.




                                     B-2-7
<PAGE>


                                                                     EXHIBIT B-1

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Georgia-Pacific Corporation
c/o   The Bank of New York
        101 Barclay Street
        Corporate Trust Administration - Floor 8W
        New York, New York 10286

        Attention:  Trust Officer

         Re:      Georgia-Pacific Corporation (the "Company")
                  8.875% Senior Notes due 2010

Dear Sirs:

Please be advised that ____________________ has transferred $___________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form (File No. 333-_____) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated _____________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                     Very truly yours,

                                          ------------------------------
                                          (Name)

                                     By:
                                        --------------------------------
                                        (Authorized Signature)




                                     B-2-1
<PAGE>


                                                                     EXHIBIT B-2

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Georgia-Pacific Corporation
c/o   The Bank of New York
        101 Barclay Street
        Corporate Trust Administration - Floor 8W
        New York, New York 10286

        Attention:  Trust Officer

         Re:      Georgia-Pacific Corporation (the "Company")
                  9.375% Senior Notes due 2013

Dear Sirs:

Please be advised that __________________ has transferred $_________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form (File No. 333-____) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated _____________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                           Very truly yours,

                                                    ----------------------------
                                                    (Name)

                                           By:
                                                    ----------------------------
                                                    (Authorized Signature)




                                     B-2-1