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                                                               Exhibit 10.11(iv)




                            AMENDMENT NUMBER THREE
                                    TO THE
                         GEORGIA-PACIFIC CORPORATION/
              GEORGIA-PACIFIC GROUP 1997 LONG-TERM INCENTIVE PLAN


     WHEREAS, pursuant to Section 8(a) of the Georgia-Pacific
Corporation/Georgia-Pacific Group Long-Term Incentive Plan (the "G-P Group
LTIP"), the Board of Directors of Georgia-Pacific Corporation ("Board") has
reserved the right to amend the Plan;

     WHEREAS, the Board desires to amend the G-P Group LTIP to provide that the
Participant's Option exercise period shall be extended to include any period of
employment with Plum Creek Timber Company, Inc. on and after the Effective Time
under the Agreement and Plan of Merger by and among Plum Creek Timber Company,
Inc., Georgia-Pacific Corporation and the Spincos (as defined therein) dated
July 18, 2000; and

     WHEREAS, the Board desires to adopt a sub-plan to the G-P Group LTIP which
is tax-qualified under French law for the purpose of granting options under the
G-P Group LTIP to Participants in France.

     NOW THEREFORE, the Board hereby amends the Plan as follows:

     1.   Section 6(b) of the Plan is amended by adding the following sentence
to the end thereof:

          "Notwithstanding the terms of any Award Agreement granting options, on
          and after the Effective Time as defined under the Agreement and Plan
          of Merger by and among Plum Creek Timber Company, Inc. Georgia-Pacific
          Corporation and the Spincos (as defined therein) dated July 18, 2000,
          the period of time a Participant shall have to exercise an option
          granted to him under an Award Agreement shall include any period of
          employment with Plum Creek Timber Company, Inc., provided that in no
          event shall such period extend beyond the 10/th/ anniversary of the
          date of grant of such option as set forth in the Participant's Award
          Agreement."

     2.   The Plan is hereby amended by adding the attached Appendix A to the
end of such plan.
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                                  APPENDIX A
                                    TO THE
                         GEORGIA-PACIFIC CORPORATION/
                             GEORGIA-PACIFIC GROUP
                         1997 LONG-TERM INCENTIVE PLAN

                              SUB-PLAN FOR FRANCE
                              -------------------



1.   Purposes of the Sub-Plan.
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     (a)  This addendum to the Georgia-Pacific Corporation/Georgia Pacific Group
          1997 Long-Term Incentive Plan (the "Plan") states the definitions and
          provisions of the Plan applicable to the grant of Options to Employees
          of Fort James France S.C.A., a French Subsidiary of Georgia-Pacific
          Corporation.

     (b)  Options to be granted to Employees of the French Subsidiary shall be
          granted as provided by the Plan and this Sub-Plan.

     (c)  Additional terms and conditions provided by this Sub-Plan are specific
          to Employees of the French Subsidiary only and do not affect the
          rights afforded to employees of any other company affiliated with the
          Company who are or may be granted Options under the Plan.

2.   Definitions.  Unless otherwise defined herein, the terms defined in the
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     Plan shall have the same defined meanings in this Sub-Plan. As used herein,
     the following definitions shall apply:


     (a)  "Company" means Georgia-Pacific Corporation, a Georgia Corporation
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          headquartered in Atlanta, Georgia.

     (b)  "Employee" means any person employed by the French Subsidiary in a
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          salaried position who does not own, upon any grant date, more than 10%
          of the voting rights of all classes of stock of the Company.
          Notwithstanding any other provision of the Plan, the "President-
          Directeur General", the "Directeur General" and the "mandataires
          sociaux" as provided by Article 208-8-1 of the French Corporate Act
          dated July 24, 1966, who do not own more than 10% of the voting rights
          of all classes of stock of the Company, upon any grant date, may
          participate in the Plan, and are incorporated in this definition of
          Employee.
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     (c)  "French Subsidiary" means Fort James France S.C.A., a French entity in
           -----------------
          which the Company has or obtains, directly or indirectly, a
          proprietary interest of more than 50% by reason of stock ownership or
          otherwise.

     (d)  "Sub-Plan" means this addendum to the Georgia-Pacific
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          Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan,
          relating and providing for the grant of Options to Employees of the
          French Subsidiary.

3.   Eligibility.  Options may be granted under the Sub-Plan as follows:
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     (a)  Notwithstanding any other provision of the Plan, Options may only be
          granted to Employees as defined in Section 2(b) of this Sub-Plan.

     (b)  Notwithstanding any other provision of the Plan, all or any Options
          granted to an individual who is not an Employee as defined in Section
          2(b) of this Sub-Plan, will not be deemed to have been granted
          pursuant to this Sub-Plan.

     (c)  Notwithstanding any other provision of the Plan, Options granted to
          any participants holding shares representing 10% or more of the
          Company's share capital will not be deemed to have been granted
          pursuant to this Sub-Plan.

     (d)  Notwithstanding any other provision of the Plan, any Option whose
          exercise price at the time of the grant of the Option is less than 80%
          of the average stock exchange price during the twenty days preceding
          the related grant or 80% of the average repurchase price of its own
          shares held by the Company to be allocated to beneficiaries shall not
          be deemed to have been granted under this Sub-Plan.

     (e)  Notwithstanding any other provision of the Plan, Options granted
          within a twenty (20) day period following a distribution of dividends
          or a capital increase of the Company shall not be deemed to have been
          granted under this Sub-Plan.

     (f)  Notwithstanding any other provision of the Plan, the total number of
          options granted and remaining unexercised (outstanding options) shall
          never cover a number of shares exceeding one-third of the share
          capital of Georgia-Pacific Corporation.

4.   Vesting and Exercise.
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     (a)  Notwithstanding any other provision of the Plan, unless otherwise
          provided by the Compensation Committee, the Options granted to an
          Employee of the Subsidiary will become exercisable under the following
          vesting schedule, subject to Participant's continuing to be an
          Employee on such date as defined under Section 2(b) of this Sub-Plan:
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 .    67% after the expiration of a two (2) year period from the date of grant
     (defined as the Initial Vesting Date); and
 .    100% after the expiration of a three(3) year period from the date of grant.


     (b)  Notwithstanding any other provision of the Plan, and unless otherwise
          provided by the Compensation Committee, the Optionee agrees not to
          sell such shares as a result of exercising the Options subject to this
          Agreement until the third anniversary from the Initial Vesting Date.
          To facilitate this restriction, the Compensation Committee may require
          that the shares be held in an escrow account.

     (c)  Notwithstanding Section 4(a) of this Sub-Plan, Options held by the
          Optionee will become immediately exercisable upon the death of the
          Optionee. The Period during which the legal heirs are entitled to
          exercise the option is six (6) months from the death of the Optionee.

     (d)  Notwithstanding any other provision of the Plan, no additional shares
          will become exercisable after an employee of the Subsidiary has been
          notified of the termination of his or her employment for any reason.
          In addition, no additional shares shall become exercisable after an
          eligible director ("mandataire social") of the Subsidiary has been
          revoked from his position for any reason.

     (e)  Notwithstanding any other provision of the Plan, the per share
          exercise price of the Option held by the Optionee shall remain
          unchanged. The exercise price can be adjusted only upon the occurrence
          of those events specified under the French Corporate Act dated July
          24, 1966 (Section 208-5) including, but not limited to the following:

          (i)    a capital increase in cash;

          (ii)   a capital increase with distribution of shares following
                 capitalization of premiums or retained earnings;

          (iii)  issuance of bonds giving a right to the acquisition of shares;

          (iv)   distribution of retained earnings either in cash or in shares
                 held by the Company; or

          (v)    a capital reduction due to losses.

     (f)  Payment of the aggregate Exercise Price to the Company shall be made
          by cash or check only.

5.   Non-Transferability.  Notwithstanding any other provision of the Plan, no
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     Option shall be assignable or transferable by the Optionee except, in the
     event of the Optionee's death, by
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     will or by the laws of descent and distribution, and only to the extent
     that an Option was exercisable by the Optionee prior to his or her death.
     During his lifetime, only the Optionee is entitled to exercise the options.

6.   Choice of Law.  This Sub-Plan is governed by applicable French corporate,
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     securities, social and income tax laws, and by those provisions of the Plan
     which do not contradict French law.