AMENDMENT NUMBER FIVE GEORGIA-PACIFIC CORPORATION KEY SALARIED EMPLOYEES GROUP INSURANCE PLAN/ POST 1986 GROUP

Exhibit 10.38(ii)

AMENDMENT NUMBER FIVE

TO THE

GEORGIA-PACIFIC CORPORATION

KEY SALARIED EMPLOYEES GROUP INSURANCE PLAN/

POST 1986 GROUP

(Effective January 1, 1987)

Pursuant to the authority granted to Georgia-Pacific Corporation (the “Company”) to amend the Georgia-Pacific Corporation Key Salaried Employees Group Insurance Plan/Post 1986 Group (the “Plan”) under Section 6.2 of the Plan, the Plan has been amended, effective as of January 1, 2001, to update the eligibility rules and to clarify certain provisions of the Plan as follows:

“The purpose of the Georgia-Pacific Corporation Key Salaried Employees Group Insurance Plan/Post 1986 Group (the ‘Plan’) is to provide pre-retirement death and accident benefits for certain key executive employees of Georgia-Pacific Corporation (the ‘Company’) and its affiliates.”

“2.1 Participation

a. Eligibility Criteria. All salaried employees of the Company and its affiliates who meet the following qualifications on their respective participation effective dates as specified in subparagraph b. below shall become Participants in this Plan on such date:

i. The employee is actively at work.

ii. The employee’s rate of annual base salary equals or exceeds $170,000.

iii. The employee is not eligible to participate in the Georgia-Pacific Key Salaried Employees Group Insurance Plan/Pre-1987 Group.

b. Participation Effective Dates. An employee’s participation in this Plan shall commence on the earliest applicable participation effective date specified below:

i. Any January 1 on which the employee first meets the eligibility standards of subsection a., in which case coverage for the initial calendar year of coverage shall be determined using the employee’s age and rate of annual base salary as of such January 1.

ii. The authorization date of a salary action first increasing an employee’s rate of annual base salary to a level at or above $170,000 on a retroactive basis to a date on or before the January 1 next preceding such authorization date, in which case coverage for the initial calendar year of coverage shall be determined using the employee’s age and rate of annual base salary as of such January 1.

iii. The date that an employee who is otherwise eligible on either of the participation effective dates described in clause i. or ii. of this subsection b., but is not then actively at work (the employee’s ‘tentative effective date’), returns to work, in which case coverage shall be determined as of the tentative effective date applicable to such employee. This participation effective date shall be applicable