GEORGIA-PACIFIC CORPORATION
Officers' Certificate
Pursuant to Sections 102 and 301 of the Indenture dated as
of March 1, 1983, as amended (the "Indenture"), between Georgia-
Pacific Corporation (the "Corporation") and The Bank of New
York, as successor Trustee, the Vice President and Treasurer
and the Vice President, Deputy General Counsel and Secretary of
the Corporation each hereby certifies as follows:
(1) He has read all provisions in the Indenture relating
to conditions precedent to the authentication and delivery of
$500,000,000 aggregate principal amount of the Corporation's
7 3/4% Debentures Due November 15, 2029 (the "Debentures") and
the definitions in the Indenture relating thereto and has made
such investigation as he considered necessary in connection
with the delivery hereof.
(2) In his opinion, he has made such examination or
investigation as is necessary to enable him to express an
informed opinion as to whether or not provisions in the
Indenture relating to conditions precedent to the
authentication and delivery of the Debentures under the
Indenture have been complied with.
(3) In his opinion, such provisions have been complied
with.
(4) Pursuant to resolutions adopted by the Board of
Directors of the Corporation (or the Executive Committee
thereof) at meetings duly called and held on February 24, 1983,
July 26, 1986, July 25, 1988, January 29, 1992, and June 24,
1999 and by the Pricing Committee at a meeting duly called and
held on November 5, 1999, the terms of the Debentures to be
issued under the Indenture shall be as follows:
(i) The title of the Debentures is "7 3/4%
Debentures Due November 15, 2029".
(ii) The Debentures are to be issued in, and limited
to, an aggregate principal amount of $500,000,000
(except for Debentures authenticated and delivered
upon registration of, transfer of, or in exchange
for, or in lieu of, other Debentures pursuant to the
terms of the Indenture).
(iii) The unpaid principal of the Debentures is
payable on November 15, 2029, subject to the
provisions of the Indenture respecting acceleration.
(iv) The Debentures shall bear interest at a rate of
7 3/4% per annum from November 10, 1999, or from the
most recent Interest Payment Date to which interest
has been paid or provided for, payable semi-annually
in arrears on May 15 and November 15 of each year,
commencing May 15, 2000 to holders of record on May 1
or November 1, as the case may be, next preceding
such Interest Payment Date.
(v) Principal (and premium, if any) and interest on
the Debentures are payable at the Corporate Trust
Office of the Trustee in the Borough of Manhattan,
City of New York, provided, however, that at the
option of the Corporation such payment may be made by
check mailed to the Person entitled thereto as
provided in the Indenture.
(vi) The Debentures will be redeemable, in whole or
from time to time in part, at the option of the
Corporation at any time at a redemption price equal
to the greater of (a) 100% of the principal amount of
the Debentures to be redeemed and (b) the sum of the
present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest
accrued to the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined in the that certain
Terms Agreement dated November 5, 1999, by and among
Morgan Stanley & Co. Incorporated and Warburg Dillon
Read LLC for themselves, and as representatives of
the Underwriters, and the Corporation) plus 25 basis
points, plus, in either case, accrued and unpaid
interest on the principal amount being redeemed to
the date of redemption; provided that installments
of interest on the Debentures which are due and
payable on an Interest Payment Date falling on or
prior to the relevant Redemption Date shall be
payable to the holders of the Debentures, registered
as such on the close of business on the relevant
record date according to their terms and the
provisions of the Indenture.
(vii) The Debentures will not be entitled to the benefit of
any sinking fund.
(viii) The Debentures, on original issuance, will be
issued in the form of one or more fully registered
Global Debentures, to be delivered to the Depositary
by, or on behalf of, the Corporation. Such Global
Debenture shall initially be registered on the books
and records of the Corporation in the name of Cede &
Co., the nominee of the Depositary, and no Beneficial
Owner of the Debenture will receive a definitive
Debenture representing such Beneficial Owner's interest
in such Global Debenture, except as provided in the
prospectus for the Debentures, dated June 30, 1999, as
supplemented by the prospectus supplement dated
November 5, 1999.
As used herein:
"Beneficial Owners" means, with respect to a Global
Debenture, a Person who is the beneficial owner of a
book-entry interest in the Global Debenture as
reflected on the books of the Clearing Agency or on the
books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency
participant or as an indirect participant, in each case
in accordance with the rules of such Clearing Agency).
-2-
"Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the
Securities Exchange Act that is acting as a depositary
for the Debentures and in whose name, or in the name of
a nominee of that organization, shall be registered a
Global Debenture and which shall undertake to effect
book entry transfers and pledges of the Debentures.
"Depositary"means The Depository Trust Company until
another Clearing Agency becomes its successor.
"Global Debenture" means a Debenture that evidences all
or part of the Debentures and is registered in the name
of a Clearing Agency or a nominee thereof.
Capitalized terms not otherwise defined herein have the
meanings specified in the Indenture.
(remaining space on this page left blank intentionally)
-3-
IN WITNESS WHEREOF, we have hereunto signed our names
the 10th day of November, 1999.
By: /s/ Phillip M. Johnson
Phillip M. Johnson
Vice President and Treasurer
By: /s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy General Counsel
and Secretary