GEORGIA-PACIFIC CORPORATION

                       1997 EMPLOYEE STOCK PURCHASE PLAN

          1.   THE PLAN.  This Plan shall be known as the "1997 Employee Stock
Purchase Plan".  The purpose of this Plan is to permit employees of Georgia-
Pacific Corporation (the "Company") and of each Subsidiary, as hereinafter
defined, to obtain or increase a proprietary interest in the Company by
permitting them to purchase shares of the Company's Common Stock (as defined in
Section 12(a)) on a discount basis.  The term "Subsidiary" shall mean:

               (i)  Each domestic corporation in which, on the
          Offering Date hereinafter referred to, the Company owns at
          least 51% of the total combined voting power of all classes
          of stock, and

               (ii) Each other domestic corporation in which, on the
          Offering Date hereinafter referred to, a Subsidiary owns at
          least 51% of the total combined voting power of all classes
          of its stock; and

               (iii)     Each foreign corporation in which, on the
          Offering Date hereinafter referred to, the Company owns at
          least 51% of the total combined voting power of all classes
          of stock and which is designated by the Board of Directors
          of the Company at the date of its adoption of this Plan as a
          participating company,

provided, however, that notwithstanding the foregoing, Georgia Temp, Inc. shall
not be included as a Subsidiary for purposes of this Plan.

          2.   THE OFFERING.  The Company shall offer an aggregate of 2,000,000
authorized and unissued shares of its Common Stock for subscription in the
manner and on the terms hereinafter provided by those persons who are Eligible
Employees on September 2, 1997 (the "Offering Date").  The purchase price per
share shall be 85% of the mean between the high and low sales prices for shares
of the Common Stock on the Offering Date (as reported in the record of Composite
Transactions for New York Stock Exchange listed securities and printed in The
Wall Street Journal).  The purchase price per share shall be subject to
adjustment in accordance with the provisions of Section 12(a).

          3.   ELIGIBLE EMPLOYEES.  The "Eligible Employees" shall be those
persons, and only those persons, who are full-time employees of the Company or a
Subsidiary on the Offering Date, except any person who immediately prior to the
Offering Date would be deemed for purposes of Section 423(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), to own stock possessing 5% or
more of the total combined voting power or value of all classes of stock of the
Company or any other corporation which constitutes a subsidiary corporation of
the Company within the meaning of that section; provided, however, that no such
Eligible Employee shall have the right to purchase any Common Stock under this
Plan unless such person is employed full-time by the Company or a Subsidiary
continuously from and including September 2, 1997 through and including November
14, 1997.  For purposes of this Section 3, "full-time employees" shall mean all
employees of the Company or a Subsidiary except those (i) whose customary
employment is less than 20 hours per week or less than 5 months per year
(determined as of September 2, 1997), (ii) who are (as of September 2, 1997)
officers (other than Assistant Secretaries or Assistant Treasurers) of the
Company or (iii) who are other employees of the Company subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 and such rules
and regulations as may be promulgated thereunder (all as amended from time to
time).

          4.   SUBSCRIPTIONS.  (a)  As soon as practicable after the Company has
satisfied the requirements of the applicable federal and state securities laws
relating to the offer and sale of Common Stock to Eligible Employees pursuant to
this Plan, each Eligible Employee shall (subject to the terms of this Plan) be
entitled to subscribe, in the manner and on the terms herein provided, for the
number of whole shares of Common Stock of the Company designated by him which
can be purchased, at the purchase price, with 24 monthly installments of not
less than $50 nor more than the lesser of $1,500 or 20% of his monthly rate of
compensation, determined as hereinafter provided.  Anything herein to the
contrary notwithstanding, if any person entitled to subscribe for shares
hereunder would be deemed for the purposes of Section 423(b)(3) of the Code to
own stock (including the maximum number of shares for which such person would be
entitled to subscribe pursuant to the foregoing formula) possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company which are issued and outstanding immediately after the Offering Date,
the maximum number of shares for which such person shall be entitled to
subscribe pursuant to this Plan shall be reduced to that number which, when
added to the number of shares of Common Stock of the Company which such person
is so deemed to own (excluding the maximum number of shares for which such
person would be entitled to subscribe pursuant to the foregoing formula), is one
less than such 5%.

          (b)  In the case of each Eligible Employee who shall have been on the
payroll of the Company or a Subsidiary, or both, for the entire month of August
1997, the monthly rate of compensation shall be deemed to be the base salary
paid or accrued to such Eligible Employee for such month plus, in the case of
such an Eligible Employee whose compensation for such month was based wholly or
partly on a sales or incentive commission, (i) the amount of the Eligible
Employee's accrued commissions for August 1997 or (ii) if no accrual was made
for August 1997, an amount equal to the portion attributable to one-twelfth of
the amount of commissions accrued to such Eligible Employee for the year ended
December 31, 1996 on the books of the Company or the Subsidiary in accordance
with such arrangement.  In the case of all other Eligible Employees, the monthly
rate of compensation shall be computed on the basis of the rate of base salary
in effect immediately prior to the Offering Date.

          (c)  This Plan shall be submitted for approval by shareholders of the
Company prior to February 4, 1998.  Subscriptions shall be subject to the
condition that prior to such date this Plan shall be approved by the
shareholders of the Company in the manner contemplated by Section 423(b)(2) of
the Code.  If not so approved prior to such date, this Plan shall terminate, all
subscriptions hereunder shall be canceled and be of no further force and effect,
and all persons who shall have subscribed for shares pursuant to this Plan shall
be entitled to the refund in cash within 30 days, with interest as provided in
Section 5(b), of all sums withheld from or paid by them pursuant to this Plan
and subscriptions hereunder.

          (d)  Subscriptions pursuant to this Plan shall be evidenced by the
completion and execution of a subscription agreement in the form provided by the
Company and the delivery thereof to the Company, at the place designated by the
Company, on or prior to November 14, 1997.  Subscription agreements shall be
subject to termination or reduction through November 14, 1997, but only with the
written consent of the Company and, further, shall not be subject to termination
or modification after the full purchase price of all shares covered by such
agreement has been withheld or paid as provided herein.

          (e)  In the event that upon the termination of the subscription period
under this Plan the aggregate number of shares subscribed for pursuant to this
Plan shall exceed 2,000,000, then all subscriptions shall be reduced
proportionately, but disregarding fractions of shares, to the extent necessary
so that the aggregate number of shares covered by all such subscriptions
pursuant to this Plan will not exceed 2,000,000.

          5.   PAYMENT OF PURCHASE PRICE.  (a) Except to the extent provided in
Sections 7, 8, 9 and 10, the purchase price of all shares purchased pursuant to
this Plan shall be paid in equal installments withheld from the subscribing
employee's compensation during the period of 24 consecutive calendar months
commencing with December 1997.  The amount withheld shall be determined as
follows:

               (i)       in the case of employees paid weekly, 104
          weekly installments, each equal to l/104th of the purchase
          price per share, multiplied by the number of shares under
          subscription;

               (ii)      in the case of employees paid bi-weekly, 52
          bi-weekly installments, each equal to 1/52nd of the purchase
          price per share, multiplied by the number of shares under
          subscription;

               (iii)     in the case of employees paid semi-monthly,
          48 semi-monthly installments, each equal to 1/48th of the
          purchase price per share, multiplied by the number of shares
          under subscription; and

               (iv)      in the case of employees paid monthly, 24
          monthly installments each equal to 1/24th of the purchase
          price per share, multiplied by the number of shares under
          subscription.

For purposes of this Plan, the due date for any installment shall be the last
day of the payroll period to which it relates or, if later, the date on which
the payroll deduction for that period would normally be taken.  "Timely"
payment of an installment not paid through payroll deduction shall mean payment
of the installment on or before the due date for that installment (payments are
deemed made only upon receipt).  In the event of a change in an employee's
payment schedule, an appropriate change shall be made in the schedule of
installments to be withheld so that the portion of the purchase price not
theretofore withheld will be withheld in equal installments over the remainder
of such 24-month period.  No amount shall be withheld or paid after November 30,
1999.

          (b)  Any person who shall become entitled to receive cash as a refund
pursuant to the provisions of this Plan shall be entitled to receive at the same
time, also in cash, simple interest on the amount of such refund computed from
the respective dates of withholding, at an annual rate equal to the 6-month
London Interbank Offered Rate for September 2, 1997 as reported in The Wall
Street Journal (rounded to the nearest 0.5%).  Cash refunds which represent less
than the total amount theretofore withheld from and paid by the subscribing
employee shall be deemed to represent the amounts most recently so withheld and
paid, and such interest shall be computed accordingly.  Except as provided in
this Section 5(b), no interest shall accrue or be payable on any amount withheld
from, paid by or refunded to any subscribing employee.  No interest shall accrue
or be payable on the unpaid balance of the purchase price of any shares
subscribed for pursuant to this Plan.

          6.   ISSUANCE OF SHARES; DELIVERY OF STOCK CERTIFICATES.  Shares
covered by a subscription agreement entered into pursuant to this Plan shall,
for all purposes, be deemed to have been issued and sold at the close of
business on the first day on which the full purchase price of all shares then
covered by such agreement shall have been withheld or paid as provided herein.
Prior to that time, no person shall have any rights as a holder of any shares
covered by such a subscription agreement.  No adjustment shall be made for
dividends or other rights for which the record date is prior to that time except
as provided in Section 12(a).  Within 30 days after the full purchase price of
all shares covered by a subscription agreement shall have been so withheld or
paid, the Company shall issue and deliver a stock certificate or certificates
therefor.

          7.   RIGHT TO TERMINATE SUBSCRIPTION.  (a)  Subject to the provisions
of Section 4(d), each subscribing employee shall have the right, at any time
before the full purchase price of all shares then covered by his subscription
agreement shall have been withheld or paid, to terminate his subscription
agreement by notice in writing delivered to the Company.

          (b)  A subscribing employee who shall terminate his subscription
agreement shall be entitled, at his option, (i) to the refund, in cash, within
30 days of the full amount theretofore withheld from and paid by him pursuant to
this Plan and such subscription agreement, with interest as provided in Section
5(b), or (ii) subject to approval of this Plan by the shareholders of the
Company as contemplated by Section 4(c), and except as provided in Section 14,
to receive within 30 days shares of Common Stock and cash as described in
Section 8(a)(i), and such shares shall be deemed to have been issued and sold by
the Company to the subscribing Eligible Employee pursuant to this Plan at the
close of business on the day on which the employee's notice was delivered to the
Company or, if the Plan is approved by the shareholders after such notice is
delivered, on the day of such approval by the shareholders.

          8.   RETIREMENT.  (a)  If a subscribing employee shall retire from
employment with the Company, all Subsidiaries and all of the members of the
Company's controlled group of corporations, he shall have, during the period of
90 days following the date of termination (but in no event after November 30,
1999) the rights provided in Section 7(b)(i) and the additional rights, subject
to the approval of this Plan by the shareholders of the Company as contemplated
by Section 4(c), and except as provided in Section 14, (i) to receive within 30
days the number of whole shares which can be purchased at the purchase price
under this Plan with the full amount theretofore withheld from and paid by him
pursuant to this Plan and his subscription agreement, together with cash in an
amount equal to any balance of the amount so withheld and paid (without interest
on such cash), and such shares shall be deemed to have been issued and sold by
the Company to the subscribing Eligible Employee pursuant to this Plan at the
close of business on the day on which the employee's election to exercise this
right was delivered to the Company or, if this Plan is approved by the
shareholders after such notice is delivered, on the day of such approval by the
shareholders, or (ii) to prepay in cash in a lump sum the unpaid balance of the
purchase price of the shares covered by his subscription agreement.  Any such
retired employee who shall not make a timely election to exercise the foregoing
rights shall be deemed to have elected to receive shares of Common Stock and
cash as described in subparagraph (i) of this Section 8(a).

               DEATH OR DISABILITY.  (b)  In the event of the death or
disability of a subscribing employee prior to the payment in full of the
purchase price of the shares subscribed for by him pursuant to this Plan, or the
death or disability of a retired employee during the period of 90 days following
the date of his retirement and before having exercised the rights provided or
referred to in Section 8(a), the disabled employee or the beneficiary of the
decedent, as the case may be, shall have, during the period of 90 days following
the occurrence of the disability or of the decedent's death (but in no event
after November 30, 1999), the rights provided or referred to in Section 8(a).
Any such disabled employee or beneficiary who shall not make a timely election
to exercise such rights shall be deemed to have elected to exercise the right to
receive shares of Common Stock and cash as described in Section 8(a)(i).  For
purposes of this subsection (b), (i) a subscribing employee's date of
"disability" shall be the last day of his short-term medical leave period under
the Company's policy providing paid medical leave for salaried employees who are
medically unable to work because of injury or illness (or the last day of a
period determined as if - for these purposes only - the subscribing employee
were a salaried employee entitled to such short-term medical leave), and (ii) a
subscribing employee shall be deemed "disabled" at such time only if the
employee would be "totally disabled" pursuant to the standards set forth in the
Georgia-Pacific Corporation Salaried Long-Term Disability Plan whether or not he
is covered under that plan.

               TERMINATION OF EMPLOYMENT OTHER THAN BY REASON OF RETIREMENT,
DEATH OR DISABILITY.  (c)  In the event of the voluntary or involuntary
termination of employment with the Company, all its Subsidiaries and all other
members of the Company's controlled group of corporations of a subscribing
employee other than by reason of retirement, death or disability, the employee
shall have, during a period of 90 days following the date of termination (but in
no event after November 30, 1999), the rights provided in Sections 7(b)(i) and
(ii).  Any employee whose employment shall be terminated under circumstances
contemplated by this Section 8(c) who shall not make a timely election to
exercise the foregoing rights shall be deemed to have elected to exercise the
right provided in Section 7(b)(ii).

               TRANSFER TO NON-PARTICIPATING MEMBER OF CONTROLLED GROUP OF
CORPORATIONS.  (d)  In the event that a subscribing employee is transferred to a
member of the Company's controlled group of corporations which is not a
Subsidiary, he may continue to participate in this Plan as if the transferee
employer were a Subsidiary.

          9.   TEMPORARY LAYOFF AND AUTHORIZED LEAVE OF ABSENCE.  (a)
Installment payments shall be suspended during a period of temporary layoff or
authorized leave of absence without pay.  If the subscribing employee shall
return to active service prior to November 30, 1999, installment payments shall
be commenced or resumed, and he shall be entitled to elect, within 10 days after
return to active service but in no event after September 30, 1997, either (i) to
make up the deficiency in his account by an immediate lump sum cash payment
equal to the aggregate of the installments which would have been withheld had he
not been absent, or (ii) to have future installments uniformly increased (to the
maximum possible extent) to adjust for such deficiency, or (iii) not to make up
such deficiency and to reduce the number of shares under subscription by the
number (increased to the next highest whole number) arrived at by dividing the
amount of the deficiency by the purchase price per share.  An employee who does
not make a timely election pursuant to this Section 9(a) shall be deemed to have
elected the alternative described in clause (iii) hereof.

          (b)  For purposes of this Plan, a subscribing employee shall be deemed
to be terminated from his employment with the Company, any Subsidiary or any
member of the Company's controlled group of corporations if such layoff or leave
of absence exceeds a period of 90 consecutive days (unless the employee's right
to reemployment is guaranteed either by statute or by contract), and, in such
case, such employee shall have, effective as of the expiration of such 90-day
period, only those rights provided in Section 8(c) hereof.

          10.  INSUFFICIENCY OF PAY TO PERMIT WITHHOLDING OF INSTALLMENT.  (a)
If in any payroll period, for any reason other than temporary layoff or
authorized leave of absence without pay, a subscribing employee shall receive no
pay or his pay shall be insufficient (after all other proper deductions) to
permit withholding of his installment payment, the employee may make payment of
such installment in cash when due.

          (b)  The Company shall treat any failure by a subscribing employee to
make timely payment in cash of any installment which cannot be withheld because
of the circumstances contemplated by Section 10(a) as cause for termination of
his subscription agreement.  Such termination shall be effected by the Company's
mailing notice to that effect to such employee at his last known business or
home address, and upon the mailing of such a notice, such employee's rights
thereafter shall be limited to receive shares of Common Stock and cash as
described in Section 8(a)(i).

          11.  HARDSHIP WITHDRAWAL DISTRIBUTIONS UNDER CODE SECTION 401(k)
PLANS.  If a subscribing employee who participates in a qualified retirement
plan subject to Code Section 401(k) (or the corresponding section of any
revision of - or successor to - the Code dealing with cash or deferred
arrangements) receives one or more hardship withdrawal distributions pursuant to
the provisions of such plan, his installment payments pursuant to his
subscription agreement shall be suspended for a period of twelve (12)
consecutive months following the month in which the most recent such
distribution is received.  The employee's installment payments will
automatically resume in accordance with the terms of his subscription agreement
beginning with the first month after the end of the suspension period, provided
however that no resumption of payments will occur if the suspension period ends
after November 30, 1999.  Installments not paid during the suspension period may
not be made up, and the employee's subscription shall automatically be reduced
to the extent of such installments.

          12.  DEFINITION OF COMMON STOCK; EFFECT OF CERTAIN TRANSACTIONS.  (a)
The term "Common Stock" as used in this Plan refers to shares of the Common
Stock of the Company as presently constituted and any shares of Common Stock
which may be issued by the Company in exchange for or reclassification thereof.
If, and whenever, at any time after the Offering Date and prior to the issue and
sale by the Company of all of the shares of Common Stock covered by subscription
agreements entered into pursuant to this Plan, the Company shall effect a
subdivision of shares of Common Stock or other increase (by stock dividend or
otherwise) of the number of shares of Common Stock outstanding, without the
receipt of consideration by the Company or another corporation in which the
Company is financially interested and otherwise than in discharge of the
Company's obligation to make further payment for assets theretofore acquired by
it or such other corporation or upon conversion of stock or other securities
issued for consideration, or shall reduce the number of shares of Common Stock
outstanding by a consolidation of shares, then (i) in the event of such an
increase in the number of such shares outstanding, the number of shares of
Common Stock then subject to subscription agreements entered into pursuant to
this Plan shall be proportionately increased and the purchase price per share
shall be proportionately reduced, and (ii) in the event of such a reduction in
the number of such shares outstanding, the number of shares of Common Stock then
subject to subscription agreements entered into pursuant to this Plan shall be
proportionately reduced and the purchase price per share shall be
proportionately increased. Except as provided in this Section 12(a), no
adjustment shall be made under this Plan or any subscription agreement entered
into pursuant to this Plan by reason of any dividend or other distribution
declared or paid by the Company.

          (b)  Anything in this Plan or in any subscription agreement entered
into pursuant hereto to the contrary notwithstanding (except as provided in
Section 14), each subscribing employee shall have the right immediately prior to
any merger or consolidation of which the Company is not to be the survivor, or
the liquidation or dissolution of the Company, to elect (i) to receive within 30
days the number of whole shares which can be purchased at the purchase price
under this Plan with the full amount theretofore withheld from or paid by him
pursuant to this Plan and his subscription agreement, together with cash in an
amount equal to any balance of the amount so withheld and paid (without interest
on such cash), (ii) to prepay in cash in a lump sum the unpaid balance of the
purchase price of the shares covered by his subscription agreement or (iii) to
receive cash plus interest as described in Section 7(b)(i). The subscription
agreement of any subscribing employee who shall not make such an election shall
terminate upon such merger, consolidation, liquidation or dissolution and his
rights shall be those provided in clause (i) of this Section 12(b), unless the
surviving corporation in its absolute and uncontrolled discretion shall offer
such subscribing employee the right to purchase its shares in substitution for
his rights under such subscription and he shall accept such offer.

          13.  GENERAL DEFINITIONS.  For purposes of this Plan:  (i) the term
"retire" shall refer to a subscribing employee's voluntary or involuntary
termination at a time when he has attained age 65 or has attained age 55 and has
accrued 10 years of service for vesting purposes under the Company's qualified
retirement plans covering him, provided that termination for Just Cause shall
not be considered retirement under this Plan; (ii) the "Company's controlled
group of corporations" shall be those corporations which at a given date are
part of the Company's "controlled group of corporations" as defined in Code
Section 1563(a), except that in making such determinations, the phrase "more
than 50 percent" will be substituted for "at least 80 percent" in Section
1563(a)(1) and (a)(2)(A); (iii) "termination" or "retirement" shall be deemed to
occur on the last day worked and for purposes of this Plan shall include a
situation in which a member of the Company's controlled group of corporations
ceases to be such by reason of change in the ownership of its stock; and (iv)
"Just Cause" shall mean any of the following:  the willful and continued failure
of a subscribing employee to perform satisfactorily the duties consistent with
his title and position reasonably required of him by the Board or supervising
management (other than by reason of incapacity due to physical or mental
illness), the commission by a subscribing employee of a felony, the perpetration
by a subscribing employee of a dishonest act or common law fraud against the
Company, any of its Subsidiaries or any member of its controlled group of
corporations, or any other willful act or omission which could reasonably be
expected to expose the Corporation to civil liability under the law of the
applicable jurisdiction or is otherwise injurious to the financial condition or
business reputation of the Company, any of its Subsidiaries or any member of its
controlled group of corporations.

          14.  LIMITATION ON RIGHT TO PURCHASE.  Anything in this Plan to the
contrary notwithstanding, (i) no shares may be purchased under this Plan to the
extent not permitted by Section 423(b)(8) of the Code and (ii) if at any time
when any person is entitled to complete the purchase of any shares pursuant to
this Plan, after taking into account such person's rights, if any, to purchase
Common Stock of the Company under all other stock purchase plans of the Company
and any Subsidiary, the result would be that during the then current calendar
year, such person would have become entitled to purchase during such calendar
year under this Plan and all such other plans a number of shares of Common Stock
which would exceed the maximum number of shares permitted by the provisions of
Section 423(b)(8) of the Code, then the number of shares which such person shall
be entitled to purchase pursuant to this Plan shall be reduced by the number
which is one more than the number of shares which represents such excess.

          15.  NON-ASSIGNABILITY; BENEFICIARY OR PERSONAL REPRESENTATIVE OF
DECEASED EMPLOYEES.  (a)  None of the rights of an employee under this Plan or
any subscription agreement entered into pursuant thereto shall be transferable
by such employee otherwise than by will or the laws of descent and distribution
and, during the lifetime of such employee, such rights shall be exercisable only
by him; provided, however, that each subscribing employee may designate a
beneficiary who, upon the employee's death, shall be entitled to exercise such
rights as are set forth in Section 8(b) hereof. In the event such beneficiary is
deceased or the Company is unable to locate such beneficiary after the death of
the subscribing employee, or should the employee fail to designate a
beneficiary, then the personal representative of such employee shall be entitled
to exercise the rights set forth in Section 8(b). Any attempted transfer not
permitted by this Plan or by the subscription agreements shall be void, and the
Company shall treat such transfer as cause for termination of the subscription
agreements of the transferor and, if the transferee is then a participant in the
Plan, the transferee.  Notice of termination shall be effected as provided in
Section 10(b) hereof, and the rights of such transferees and transferors shall
be limited to the refund in cash without interest of the full amount theretofore
withheld from and paid by each such subscribing employee pursuant to this Plan
and their respective subscription agreements.

          (b)  References herein, other than in Section 3 hereof, to employees
shall be deemed to include the beneficiary of a deceased employee (or the
personal representative of such deceased employee if such beneficiary is
deceased, if the Company is unable to locate such beneficiary, or if the
employee fails to designate a beneficiary).

          16.  SHARES NOT SUBSCRIBED FOR DURING THE OFFERING PERIOD OR
SUBSCRIBED FOR BUT NOT PURCHASED.  Shares referred to herein which shall not be
subscribed for, and shares which were subscribed for but thereafter cease to be
subject to a subscription agreement hereunder, shall be free from any
reservation for use in connection with this Plan and shall have the same status
as all other unreserved authorized but unissued shares.

          17.  CONSTRUCTION; ADMINISTRATION.  All questions with respect to the
construction and application of the Plan and subscription agreements entered
into pursuant thereto and the administration of this Plan shall be settled by
the determination of the Board of Directors of the Company (which term as used
herein shall include the Compensation Committee of such Board) or of one or more
other persons designated by it (or the Committee), which determinations shall be
final, binding and conclusive on the Company and all employees and other
persons.

          18.  NOTICE.  Any election or other notice required to be given by a
subscribing employee under this Plan shall be in writing and shall be delivered
personally or by mail, postage prepaid, addressed to the place designated by the
Company for delivery of the subscription agreement. If an election is made which
requires the payment of a sum of money, such sum shall accompany the written
election.

          19.  AMENDMENT.  The Plan may be amended by the Board of Directors in
any way which shall not adversely affect the rights of employees under
subscription agreements theretofore entered into pursuant hereto.