AMENDMENT NO. 1

                         TO AGREEMENT AND PLAN OF MERGER



         This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment

No. 1"), dated as of June 12, 2001, is made by and among Plum Creek Timber

Company, Inc., a Delaware corporation ("Plum Creek"), Georgia-Pacific

Corporation, a Georgia corporation ("G-P"), and North American Timber Corp., NPI

Timber, Inc., GNN Timber, Inc., GPW Timber, Inc., LRFP Timber, Inc., and NPC

Timber, Inc., each a Delaware corporation and wholly-owned subsidiary of G-P

(each a "Spinco" and, collectively, the "Spincos"). Capitalized terms used but

not defined herein shall have the meanings ascribed to such terms in the Merger

Agreement.



         WHEREAS, Plum Creek, G-P and each of the Spincos are parties to the

Agreement and Plan of Merger, dated as of July 18, 2000 (the "Merger

Agreement").



         WHEREAS, Plum Creek, G-P and each of the Spincos desire to amend the

Merger Agreement on the terms provided herein.



         WHEREAS, each of the Board of Directors of Plum Creek, G-P and each of

the Spincos has approved and declared advisable this Amendment No. 1 and the

transactions contemplated hereby.



         WHEREAS, in connection with the execution of this Amendment No. 1, SPO

and certain individuals have entered into Amendment No. 1 to Voting Agreement

and Consent with Plum Creek and G-P, dated as of the date hereof.



         NOW THEREFORE, in consideration of the premises and other good and

valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the parties hereto, intending to be legally bound hereby, agree as

follows:



         1. AMENDMENT TO THE SEVENTH RECITAL OF THE MERGER AGREEMENT. The

seventh recital of the Merger Agreement is hereby amended to insert the words ",

as amended by Amendment No. 1 to Voting Agreement and Consent, dated as of June

12, 2001" after the word "hereof" in the third line thereto.



         2. AMENDMENT TO SECTION 1.01 OF THE MERGER AGREEMENT. Section 1.01 of

the Merger Agreement is hereby amended to:



                  (a)      insert the following defined terms to read as follows

                           in their entirety:



         "G-P Tax Matters Officers' Certificate" shall mean the G-P Tax Matters

Officers' Certificate substantially in the form attached hereto as Exhibit I.



         "Insurance Binder" shall mean one or more binders of insurance, issued

by one or more insurance carriers reasonably acceptable to G-P and Plum Creek,

binding such insurance carriers unconditionally, except as respects non-payment

of premium, to issue one or more insurance policies (i) providing a minimum of

$500 million of tax opinion



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guarantee insurance coverage reasonably acceptable to G-P and Plum Creek and

(ii) containing terms and conditions customary to such insurance.



         "Plum Creek Tax Matters Officers' Certificate" shall mean the Plum

Creek Tax Matters Officers' Certificate substantially in the form attached

hereto as Exhibit J.



                  (b)      delete the defined term "Fort Bragg Note" in its

                           entirety;



                  (c)      delete the defined term "Private Letter Ruling" in

                           its entirety;



                  (d)      amend and restate the defined term "Tax Matters

                           Agreement" to read as follows in its entirety:



                  "Tax Matters Agreement" shall mean the agreement substantially

in the form attached to this Agreement as Exhibit C; and



                  (e) amend the defined term "Timber Group Timber Agreements" to

insert the words "to enable Plum Creek to continue to qualify as a Real Estate

Investment Trust under the Code and" after the word "necessary" in the second

line thereto.



         3. AMENDMENT TO SECTION 2.01(a) OF THE MERGER AGREEMENT. Section

2.01(a) of the Merger Agreement is hereby amended to insert the words ", as

amended and restated on June 12, 2001" after the word "hereof" in the fourth

line thereto.



         4. AMENDMENT TO SECTION 4.24 OF THE MERGER AGREEMENT. Section 4.24 of

the Merger Agreement is hereby amended and restated to read as follows in its

entirety:



                  Section 4.24 REDEMPTION. Upon completion of the Redemption,

the Spincos collectively will hold all of the assets and have assumed all of the

liabilities (whether accrued, absolute, contingent or otherwise) attributed to

the Timber Group. As of June 2, 2001, the aggregate outstanding indebtedness

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