Georgia-Pacific Corporation
                          Outside Directors Stock Plan

                                AMENDMENT NO. 1


     THIS AMENDMENT to the Georgia-Pacific Corporation Outside Directors Stock
Plan (the "Plan"), approved by the Board of Directors of Georgia-Pacific
Corporation (the "Board") and effective as stated below;

                              W I T N E S S E T H:

     WHEREAS, the Plan was originally adopted by resolution of the Board dated
March 17, 1995 and was approved by the shareholders of Georgia-Pacific
Corporation at their meeting on May 2, 1995;

     WHEREAS, pursuant to Section 4.6 of the Plan, the Board has retained the
right to amend or terminate the Plan at any time, subject to certain stated
restrictions designed to meet the requirements of Rule 16b-3 of the Securities
Exchange Act of 1934 (the "Rule"), as then in effect; and

     WHEREAS, the Board now desires to amend the Plan to provide that an Outside
Director who is not renominated may vest in his/her benefits under this Plan, to
increase the size of the annual share grants specified in the Plan (to reflect
the cessation of further benefit accruals under the Georgia-Pacific Corporation
Directors Retirement Program and the elimination of meeting fees formerly paid
to Directors), to increase the number of shares of Stock available for grants
under the Plan, to provide for special grants conditioned upon the waiver of
certain retirement benefits, to provide additional distribution procedures upon
the lapse of restrictions and to modify the amendment provisions of the Plan to
reflect changes to the Rule adopted after the initial adoption of this Plan;

     NOW, THEREFORE, in consideration of the premises, the Board hereby amends
the Plan as follows, effective as stated below:

     1.   The Plan is amended by restating Section 2.5 in its entirety as
follows:

          "2.5.     RETIREMENT.  The term `Retirement' shall mean the
     termination of an Outside Director's status as such (a) because the
     Outside Director has reached the mandatory retirement age for a
     director under G-P's policy for directors as in effect when he or she
     reaches such age, (b) because the Outside Director is not renominated
     by the Governance Committee for an additional term as a Director, (c)
     due to the Outside Director's taking a position with, or providing
     services to, a governmental, charitable or educational institution
     whose policies prohibit the Outside Director from continuing to serve
     as a director for G-P or (d) due to a determination by the Plan
     Administrator (as defined in Section 4.1) that the Outside Director
     cannot continue as such without violating applicable law."

     2.   The Plan is amended by restating Section 3.1 in its entirety as
follows:

          "3.1 AVAILABLE SHARES.  G-P shall make 200,000 shares of Stock
     available for Stock grants under this Plan from G-P's authorized but
     unissued Stock."

     3.   Section 3.2 of the Plan is amended as follows:

          (a)  By amending subsection (b) in its entirety to read as
follows:
                                    
          "(B) MAY 15, 1996.  Each person who is an Outside Director on
     May 15, 1996 shall be granted a number of shares of Stock subject to
     the terms and conditions set forth in this Plan, which number shall be
     determined by dividing $15,000 by the Market Price of a share of Stock
     on such date and rounding the resulting number to the nearest whole
     share of Stock."

          (b)  By adding a new subsection (c) as follows at the end of the
     present provision

          "(C) MAY 15, 1997 AND THEREAFTER.  Each person who is an Outside
     Director on May 15, 1997 or on May 15 of any subsequent year shall (so
     long as a sufficient number of shares of Stock remain available for
     Stock grants under Section 3.1) be granted a number of shares of Stock
     subject to the terms and conditions set forth in this Plan, which
     number shall be determined by dividing $40,000 by the Market Price of
     a share of Stock on such date and rounding the resulting number to the
     nearest whole share of Stock."

     4.   The Plan is amended by inserting the following new Section 3.2A
between Sections 3.2 and 3.3:

          "3.2A.    SPECIAL GRANT UPON CONVERSION OF RETIREMENT BENEFIT.
     In the event that, pursuant to Section 8.3 of the Georgia-Pacific
     Corporation Directors Retirement Program (the "Retirement Plan"), an
     Outside Director participating in this Plan waives in writing all
     rights with respect to his/her accrued retirement benefit under the
     Retirement Plan prior to May 15, 1997, such Outside Director shall
     receive on May 15, 1997 a special grant of Stock under this Plan in
     consideration of such waiver.  The number of shares of Stock
     comprising such special grant shall be the number of shares computed
     in accordance with the procedures specified in Section 8.3 of the
     Retirement Plan, and such shares shall be subject to all the same
     terms and conditions as any other shares granted under this Plan.

     5.   The Plan is amended by adding the following new Section 3.6 at the end
of Section 3 of the Plan:

          "3.6.     DISTRIBUTION OF SHARES UPON LAPSE OF RESTRICTION.  Upon
     the termination of an Outside Director's Restriction Period, the
     shares of Stock granted to him/her shall be issued to him/her without
     any restrictive legend relating to this Plan, provided, however, that
     an Outside Director may elect to have his/her Stock distributed in
     three equal annual installments, the first of which shall be made on
     the date his/her Restriction Period ends with an additional
     installment on each of the next two anniversaries of that date.  The
     amount of the first installment shall be 1/3 of the shares of Stock
     attributable to all grants theretofore made to the Outside Director
     under this Plan (rounded up to the next whole share); the amount of
     the second installment shall be 1/2 of the then remaining shares of
     Stock attributable to all grants theretofore made to the Outside
     Director under this Plan (rounded up to the next whole share); and the
     amount of the last installment shall be all the then remaining shares
     of Stock attributable to all grants theretofore made to the Outside
     Director under this Plan (rounded up to the next whole share).  Stock
     subject to a 3-year distribution election under this Section 3.6 and
     not yet distributed will continue to be subject to the terms and
     conditions of this Plan until distributed.  An election under this
     Section 3.6 must be in writing in a form acceptable to the Plan
     Administrator and must be actually received by the Plan Administrator
     prior to the date on which the Outside Director's service on the Board
     ends.  Any such election may be modified at any time during the period
     during which the election may be made, but becomes irrevocable upon
     the expiration of the election period.  In the event of the death of
     the electing Outside Director under circumstances requiring a
     distribution or a continuing distribution of Stock from this Plan on
     his/her behalf, such distribution shall be made to the Outside
     Director's estate unless the Outside Director has specified in writing
     (on a form acceptable to and actually received by the Plan
     Administrator prior to his/her death) an alternative beneficiary."

     6.   The Plan is amended by restating Section 4.1 in its entirety as
follows:

          "4.1.     ADMINISTRATION.  The Governance Committee of G-P's
     Board of Directors (or any successor to such committee) shall be the
     administrator of this Plan and shall have the power to interpret this
     Plan and be responsible for the operation and administration of this
     Plan.  The Governance Committee shall interpret this Plan and operate
     and administer this Plan in a manner which shall qualify the grants of
     Stock made to Outside Directors under this Plan for an exemption under
     Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange
     Act of 1934, as amended from time to time."

     7.   The Plan is amended by restating Section 4.6 in its entirety as
follows:
                                                      
          "4.6.     AMENDMENT.  The Board of Directors of G-P may amend
     this Plan from time to time, provided, however, that no such amendment
     shall be made to this Plan more often than once every six months
     (other than to comply with the requirements of the Internal Revenue
     Code of 1986 or other applicable law, as amended, and any related
     rules or regulations), and no amendment shall become effective absent
     the approval of G-P's shareholders if the effect of such amendment
     would be to

               (a)  increase the total number of securities which may
          be issued under this Plan, or

               (b)  materially modify the requirements as to
          eligibility for participation in this Plan."

     8.   This Amendment shall be null and void if the shareholders of Georgia-
Pacific Corporation fail to approve this Amendment at a duly called meeting of
such shareholders to be held in May 1997.  Subject to such approval by the
shareholders, this Amendment shall be effective from and after the date of such
approval.  Except as hereinabove amended and modified, the Plan as originally
effective March 17, 1995 shall remain in full force and effect.