<R>REVISED AS OF MAY 1, 2001</R>

BYLAWS

OF

GEORGIA-PACIFIC CORPORATION

ARTICLE I

SHAREHOLDERS' MEETINGS

            SECTION 1.  Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, either within or without the State of Georgia, on such date and at such time as the Board of Directors may by resolution provide, or, if the Board of Directors fails to provide, then such meeting shall be held at the principal executive office of the Corporation at 11:00 A.M. on the first Tuesday in the month of May in each year, or, if such date is a legal holiday, on the next following business day. If an annual meeting of shareholders is not held as provided in this Section 1 of this Article I, any business, including the election of directors, that might properly have been acted upon at such annual meeting may be acted upon at a special meeting in lieu of the annual meeting held pursuant to these Bylaws or held pursuant to a court order.

            SECTION 2.  Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman, any Vice Chairman, the President, the Chief Executive Officer or the Board of Directors. In addition, special meetings of shareholders shall be called by the Corporation as set forth in the Corporation's Articles of Incorporation or upon written demand of the holders of at least seventy-five percent (75%) of the voting power of the outstanding capital stock of the Corporation entitled to vote on any issue proposed to be considered at the proposed special meeting, voting as a separate voting group, or upon the written demand of shareholders as provided in Section 1 (C) of Article II hereof, any such written demand to be made in accordance with the requirements of applicable law. Each special meeting shall be held at such place, either within or without the State of Georgia, as the Board of Directors may by resolution provide, or, if the Board of Directors fails to provide, then such meeting shall be held at the principal executive office of the Corporation, on such date and at such time as shall be fixed by the party calling the meeting.

            SECTION 3.  Notice of Meeting. Except as may otherwise be required or prohibited by law, written notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be delivered in the case of an annual or special meeting of shareholders, not less than ten (10) nor more than sixty (60) days before the date of the meeting either personally or by mail, by the Corporation by or at the direction of the Chairman, any Vice Chairman, the President, the Chief Executive Officer, the Secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the stock transfer books of the Corporation, with first class postage thereon prepaid, or, if the Corporation has more than 500 shareholders of record entitled to vote at the meeting and the notice is mailed not less than thirty (30) days before the date of the meeting, with postage thereon prepaid for any other class of United States mail.

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