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                                                                    EXHIBIT 10.1
                                                                  EXECUTION COPY

                           GEORGIA-PACIFIC CORPORATION

                      $500,000,000 8% SENIOR NOTES DUE 2024

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                      December 11, 2003

Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc.,
UBS Securities LLC,
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
       c/o Citigroup Global Markets Inc.
          388 Greenwich Street
          New York, New York 10013

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% Senior Notes due
2024 (the "Notes"). 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 Indenture, 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 Notes 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.

         "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

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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) 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.

         "Indenture" shall mean the Indenture, dated as of December 11, 2003,
between the Company and The Bank of New York, as trustee, pursuant to which the
Notes are being issued, as the same shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "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 December
4, 2003, among the Purchasers and the Company, relating to the Notes.

         "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) 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

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otherwise transferred by the 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
Indenture; (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 as promulgated under the Securities Act (or any successor provision), as
the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 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 Indenture.

         "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.

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

         "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.

         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.

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         2.       Registration Under the Securities Act.

                  (a)      Except as set forth in Section 2(b) below, the
         Company agrees 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 Notes for a like
         aggregate principal amount of debt securities issued by the Company,
         which debt securities are substantially identical to the Securities
         (and are entitled to the benefits of a trust indenture which is
         substantially identical to the Indenture, or is the Indenture, 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 agrees to use its 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 further agrees to use its 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 20 business 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 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 expiration of
         the Exchange Offer, which shall be on a date that is not less than 20
         business days following the commencement of the Exchange Offer. The
         Company agrees (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 is not required to file the
         Exchange Registration Statement, (ii) the Company is 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

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         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 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 agrees to
         use its reasonable best efforts 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. Subject to Section 2(f) hereof, the Company further
         agrees 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 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 has 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,

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         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. The maximum per annum rate of Special
         Interest for all Registration Defaults shall be 1.0%.

                  (d)      The Company shall take all actions necessary to
         ensure that the transactions contemplated herein are effected as so
         contemplated.

                  (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.

         If the Company files 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 Indenture under the Trust
         Indenture Act.

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

                  (c)      In connection with the Company's obligations with
         respect to the registration of Exchange Securities as contemplated by
         Section 2(a) hereof (the "Exchange Registration"), if applicable, the
         Company 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 its reasonable best

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                  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
                  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,
                  in light of the circumstances then existing, not misleading;

                           (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

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                  statement of a material fact or omit to state a material fact
                  necessary to make the statements therein, in light of the
                  circumstances then existing, not misleading;

                           (v)      use its 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 its 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 the Company shall not be required for any such purpose to
                  (1) qualify as a foreign corporation or be subject to taxation
                  in any jurisdiction wherein it would not otherwise be required
                  to qualify or be subject to taxation 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 its 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 Section 11(a) of the
                  Securities Act (including, at the option of the Company, Rule
                  158 thereunder).

                  (d)      In connection with the Company's obligations with
         respect to the Shelf Registration, if applicable, the Company 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 its reasonable best efforts to cause such
                  Shelf Registration Statement to become effective within the
                  time periods specified in Section 2(b) hereof;

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                           (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)    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;

                           (iv)     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;

                           (v)      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;

                           (vi)     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)(v) 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)(v) 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

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                  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 (other than a
                  disclosure by any such Person)), 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 necessary to make the statements
                  therein, in light of the circumstances then existing, not
                  misleading;

                           (vii)    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 contemplated by
                  Section 3(d)(xvi) or 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 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 necessary to make the statements
                  therein, in light of the circumstances then existing, not
                  misleading;

                           (viii)   use its 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;

                           (ix)     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

                                       10
<PAGE>

                  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;

                           (x)      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)(v) 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 subject to Section
                  2(f), the Company hereby consents to the use of 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;

                           (xi)     use its 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

                                       11
<PAGE>

                  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 the Company shall not be required for any such
                  purpose to (1) qualify as a foreign corporation or be subject
                  to taxation in any jurisdiction wherein it would not otherwise
                  be required to qualify or be subject to taxation but for the
                  requirements of this Section 3(d)(xi), (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;

                           (xii)    use its 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;

                           (xiii)   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;

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

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

                           (xvi)    if an agreement of the type referred to in
                  Section 3(d)(xv) 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

                                       12
<PAGE>

                  covered by such an opinion, addressed to 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; the qualification of the Company to transact business
                  as a foreign corporation; the due authorization, execution and
                  delivery of the relevant agreement of the type referred to in
                  Section 3(d)(xv) 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)(xv) 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
                  Indenture 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 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

                                       13
<PAGE>

                  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; and (E) undertake such
                  obligations relating to expense reimbursement, indemnification
                  and contribution as are provided in Section 6 hereof;

                           (xvii)   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;

                           (xviii)  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

                           (xix)    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).

                  (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-

                                       14
<PAGE>

         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)(vii)(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 necessary to make the statements therein, in light of the
         circumstances then existing, not misleading. Each Electing Holder
         agrees that upon receipt of any notice from the Company pursuant to
         Section 3(d)(vii)(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
         necessary to make the statements therein, in light of the circumstances
         then existing, not misleading, 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 necessary to make the
         statements therein, in light of the circumstances then existing, not
         misleading.

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

                                       15
<PAGE>

         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)(xi)
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 Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee 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)(xviii)
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.

         The Company 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)(vii)(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 necessary
         to make the statements therein, in the light of the circumstances then
         existing, 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.

                  (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 necessary to make the statements therein, in light of the
         circumstances then existing, 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 (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

                                       17
<PAGE>

         Adverse Effect (as defined in the Purchase Agreement); 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 of the transactions contemplated by this
         Exchange and Registration Rights Agreement, except the registration
         under the Securities Act of the Securities, qualification of the
         Indenture 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.

         6.       Indemnification.

                  (a)      Indemnification by the Company. The Company 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 the Company
         shall not 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 and all other Holders of Registrable
         Securities, against any losses, claims, damages or liabilities to which
         the Company 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

                                       18
<PAGE>

         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 misleading, in each
         case to the extent, but only to the extent, that such untrue statement
         or alleged untrue statement 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 for any legal or other expenses
         reasonably incurred by the Company 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

                                       19
<PAGE>

         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 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 under this Section 6
         shall be in addition to any liability which the Company 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
         (including any Person who, with his consent, is named in any
         registration statement as about to become a director of the Company)
         and to each Person, if any, who controls the Company 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

                                       20
<PAGE>

         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.

         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

                                       21
<PAGE>

         requested) as follows: If to the Company, to it at 133 Peachtree
         Street, N.E., Atlanta, Georgia 30303, Attention: Corporate Secretary,
         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 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 Indenture 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

                                       22
<PAGE>

         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 Indenture 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 Trustee under the Indenture.

                  (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.

                                       23
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us six 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 and the
Company. 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:  /s/ Danny W. Huff
                                             -----------------------------------
                                             Name:  Danny W. Huff
                                             Title:

Accepted as of the date hereof:

Citigroup Global Markets Inc.

By: /s/ Jason Hicks
   ------------------------
Name:  Jason Hicks
Title: Vice President

Deutsche Bank Securities Inc.

By: /s/ Loretta L. Summers
   ------------------------
Name:  Loretta L. Summers
Title: Managing Director

By: /s/ Greg Byrnes
   ------------------------
Name:  Greg Byrnes
Title: Director

UBS Securities LLC

By: /s/ Adam Reeder
   ------------------------
Name:  Adam Reeder
Title: Managing Director

                                       24
<PAGE>

By: /s/ John Church
   ------------------------
Name:  John Church
Title: Executive Director

On behalf of themselves and the other Purchasers listed in Schedule 1 to the
Purchase Agreement.

                                       25
<PAGE>

                                                                       EXHIBIT A

                           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% Senior Notes due 2024 (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
<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% Senior Notes due 2024 (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-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 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-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:________________________________________________

                                      A-4
<PAGE>

(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:

         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.

                                      A-5
<PAGE>

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 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:

                                              Simpson Thacher & Bartlett LLP
                                              425 Lexington Avenue
                                              New York, New York 10017-3954
                                              Attention: John B. Tehan

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 by and construed in accordance with the laws of the
State of New York.

                                      A-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:

                                        Simpson Thacher & Bartlett LLP
                                        425 Lexington Avenue
                                        New York, New York 10017-3954
                                        Attention: John B. Tehan

                                      A-7
<PAGE>

                                                                       EXHIBIT B

              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% Senior Notes due 2024

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-1