<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
GEORGIA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 93-0432081
(State of Incorporation) (IRS Employer Identification No.)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
GEORGIA-PACIFIC CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
KENNETH F. KHOURY
SECRETARY AND ASSOCIATE GENERAL COUNSEL
GEORGIA-PACIFIC CORPORATION
133 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(Name and Address of Agent for Service)
(404) 652-4839
(Telephone Number,
including area code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered(1) Share(2) Price Fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.80 per share 2,000,000 shares $73.84 $147,680,000 $50,925
- ---------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminate number of additional shares as may be required to
be issued in the event of an adjustment as a result of an increase in the
number of issued shares of Common Stock resulting from a subdivision of
such shares, the payment of a stock dividend or certain other capital
adjustments.
(2) Determined as provided in the Plan as 85% of the average between the high
and low prices for a share of Georgia-Pacific Corporation Common Stock
on July 3, 1995, as reported on the New York Stock Exchange Composite
Tape.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) the Annual Report on Form 10-K of Georgia-Pacific
Corporation (the "Corporation") for the fiscal year
ended December 31, 1994;
(b) the Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995;
(c) the Corporation's Current Reports on Form 8-K dated
February 21, 1995, April 17, 1995, April 25, 1995
and June 9, 1995; and
(d) the description of the Common Stock of the
Corporation (the "Common Stock") set forth under
"Item 1. Description of Registrant's Securities to
be Registered" in the Corporation's Amendment No. 1
on Form 8 to its Registration Statement on Form 8-A
with respect to the Common Stock, File No. 1-3506,
as amended from time to time.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may indemnify or obligate itself
to indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if he acted in a manner
he believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code provides that a corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or in
connection with any other proceeding in which he was adjudged liable on the
basis that personal benefit was improperly received by him. Notwithstanding
the foregoing, pursuant to Section 14-2-854 a court may order a corporation to
indemnify a director if such court determines the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such director met the standard of conduct set
forth in subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code or was adjudged liable as described in subsection (d) of Section 14-2-851
of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides
that, unless limited by a corporation's articles of incorporation, to the
extent that a director has been successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party, or in defense of any claim,
issue, or matter therein, because he is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by him in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides
that, unless a corporation's articles of incorporation provide otherwise, an
officer of the corporation who is not a director is entitled to mandatory
indemnification under Section 14-2-852 and is entitled to apply for court
ordered indemnification under Section 14-2-854, in each case to the same extent
as a director. In addition, Section 14-2-857 provides that a corporation may
also indemnify an officer, employee or agent who is not a director to the
extent, consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VI of the Corporation's Bylaws, every
person (and the heirs and personal representatives of such person) who is or
was a director, officer, employee or agent of the Corporation, or of any other
corporation, partnership, joint venture, trust or other enterprise in which he
served as such at the request of the Corporation, shall be indemnified by the
Corporation against all liability and expenses (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines, penalties and
amounts paid in settlement) actually and reasonably incurred by him in
connection with or resulting from any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative or in connection with any appeal relating thereto, in which he
may become involved, as a party or otherwise, or with which he may be
threatened, by reason of his being or having been a director, officer, employee
or agent of the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action taken or omitted
by him in his capacity as such whether or not he continues to be such at the
time such liability or expense shall have been incurred. Every such person
3
<PAGE> 4
(and the heirs and personal representatives of such person), to the extent that
such person has been successful on the merits or otherwise with respect to any
such claim, action, matter, suit or proceeding is entitled to indemnification
as of right for expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. Except as provided in the preceding
sentence, upon receipt of a claim for indemnification under Article VI of the
Corporation's Bylaws, the Corporation shall proceed as follows, or as otherwise
permitted by applicable law: If the claim is made by a director or officer of
the Corporation, the board of directors, by a majority vote of a quorum
consisting of directors who were not parties to the applicable action, suit or
proceeding, shall determine whether the claimant met the applicable standard of
conduct as set forth in subparagraphs (A) and (B) below. If such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, such determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a written
opinion. If such determination has not been made within 90 days after the
claim is asserted, the claimant shall have the right to require that the
determination be submitted to the shareholders at the next regular meeting of
shareholders by vote of a majority of the shares entitled to vote thereon. If
a claim is made by a person who is not a director or officer of the
Corporation, the Chief Executive Officer and the general counsel of the
Corporation shall determine, subject to applicable law, the manner in which
there shall be made the determination as to whether the claimant met the
applicable standard of conduct as set forth in subparagraphs (A) and (B) below.
In the case of each claim for indemnification, the Corporation shall pay the
claim to the extent the determination is favorable to the person making the
claim.
(A) In the case of a claim, action, suit or proceeding
other than by or in the right of the Corporation to procure a
judgment in its favor, the director, officer, employee or agent
must have acted in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. In addition, any
director seeking indemnification must not have been adjudged
liable on the basis that any personal benefit was received by him.
For the purpose of this subparagraph (A), the termination of any
claim, action, suit or proceeding, civil, criminal or
administrative, by judgment, order, settlement (either with or
without court approval) or conviction, or upon a plea of guilty or
nolo contendere or its equivalent, shall not create a presumption
that a director, officer, employee or agent did not meet the
standards of conduct set forth in this subparagraph.
(B) In the case of a claim, action, suit or proceeding
by or in the right of the Corporation to procure a judgment in its
favor, the director, officer, employee or agent must have acted in
good faith in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; provided,
however, that no indemnification under this subparagraph (B) shall
be made (1) with regard to any claim, issue or matter as to which
such director, officer, employee or agent shall have been adjudged
to be liable to the Corporation unless and only to the extent that
the court in which such action or suit was brought shall determine
that, despite the adjudication of liability but in view of all the
circumstances of the case, such director, officer, employee or
agent is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper, or (2) for amounts
4
<PAGE> 5
paid, or expenses incurred, in connection with the defense or
settlement of any such claim, action, suit or proceeding, unless
a court of competent jurisdiction has approved indemnification
with regard to such amounts or expenses.
Pursuant to Article VI of the Corporation's Bylaws, expenses
incurred by any person who is or was a director, officer, employee or agent of
the Corporation with respect to any claim, action, suit or proceeding of the
character described in the first sentence of the preceding paragraph shall be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
shall be ultimately determined that he is not entitled to indemnification.
Indemnification and advancement of expenses pursuant to Article VI of the
Corporation's Bylaws is not exclusive of any rights to which any such director,
officer, employee or other person may otherwise be entitled by contract or by
law.
The Corporation carries insurance policies insuring its liability
to officers and directors under the foregoing indemnity and insuring its
officers and directors against liability incurred in their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of the Corporation
(filed as Exhibit 3.1 to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).
4.2 Bylaws of the Corporation (filed as Exhibit 3.2 to the
Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and incorporated herein by this
reference thereto).
4.3 1995 Employee Stock Purchase Plan of the Corporation.
5 Opinion of James F. Kelley, Esq.
23 Consent of Arthur Andersen LLP.
23.1 Consent of James F. Kelley, Esq.
(see Exhibit 5)
24 Powers of Attorney.
</TABLE>
5
<PAGE> 6
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of
this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
6
<PAGE> 7
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 7th day of
July, 1995.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By:/s/ John F. McGovern
--------------------
John F. McGovern
Senior Vice President- Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
As officers or directors of
GEORGIA-PACIFIC CORPORATION
/s/ A.D. Correll Director, Chairman and July 7,1995
- --------------------------- Chief Executive Officer
A.D. Correll (Principal Executive Officer)
/s/ John F. McGovern Senior Vice President- Finance July 7,1995
- --------------------------- and Chief Financial Officer
John F. McGovern (Principal Financial Officer)
/s/ James E. Terrell Vice President and July 7,1995
- --------------------------- Controller (Principal
James E. Terrell Accounting Officer)
* Director July 7,1995
- ---------------------------
Robert Carswell
</TABLE>
II - 1
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 7,1995
- ----------------------------
Jewell Plummer Cobb
* Director July 7,1995
- -----------------------------
Jane Evans
* Director July 7,1995
- ----------------------------
Donald V. Fites
* Director July 7,1995
- -----------------------------
Harvey C. Fruehauf, Jr.
* Director July 7,1995
- -----------------------------
Richard V. Giordano
* Director July 7,1995
- -----------------------------
David R. Goode
* Director July 7,1995
- -----------------------------
T. Marshall Hahn,Jr.
* Director July 7,1995
- -----------------------------
M. Douglas Ivester
* Director July 7,1995
- -----------------------------
Francis Jungers
* Director July 7,1995
- -----------------------------
Robert E. McNair
* Director July 7,1995
- -----------------------------
Louis W. Sullivan
* Director July 7,1995
- -----------------------------
James B. Williams
*By: /s/ James F. Kelley
-------------------
James F. Kelley
</TABLE>
As Attorney-in-Fact for the Directors above
beside whose names an asterisk appears.
II - 2
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of the Corporation
(filed as Exhibit 3.1 to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).
4.2 Bylaws of the Corporation (filed as Exhibit 3.2 to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994, and incorporated herein by
this reference thereto).
4.3 1995 Employee Stock Purchase Plan of the Corporation.*
5 Opinion of James F. Kelley, Esq.*
23 Consent of Arthur Andersen LLP.*
23.1 Consent of James F. Kelley, Esq.*
(See Exhibit 5)
24 Powers of Attorney.*
</TABLE>
* Filed by EDGAR.
<PAGE> 1
Exhibit 4.3
GEORGIA-PACIFIC CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
1. THE PLAN. This Plan shall be known as the "1995
Employee Stock Purchase Plan". The purpose of this Plan is to permit employees
of Georgia-Pacific Corporation (the "Company") and of each Subsidiary, as
hereinafter defined, to obtain or increase a proprietary interest in the
Company by permitting them to purchase shares of the Company's Common Stock (as
defined in Section 12(a)) on a discount basis. The term "Subsidiary" shall
mean:
(i) Each domestic corporation in which, on the
Offering Date hereinafter referred to, the Company owns at
least 51% of the total combined voting power of all classes of
stock, and
(ii) Each other domestic corporation in which a
Subsidiary owns at least 51% of the total combined voting
power of all classes of its stock; and
(iii) Each foreign corporation in which, on the
Offering Date hereinafter referred to, the Company owns at
least 51% of the total combined voting power of all classes of
stock and which is designated by the Board of Directors of the
Company at the date of its adoption of this Plan as a
participating company,
provided, however, that notwithstanding the foregoing, Georgia Temp, Inc. shall
not be included as a Subsidiary for purposes of this Plan.
2. THE OFFERING. The Company shall offer an aggregate
of 2,000,000 authorized and unissued shares of its Common Stock for
subscription in the manner and on the terms hereinafter provided by those
persons who are Eligible Employees on July 3, 1995 (the "Offering Date"). The
purchase price per share shall be 85% of the mean between the high and low
sales prices for shares of the Common Stock on the Offering Date (as reported
in the record of Composite Transactions for New York Stock Exchange listed
securities and printed in The Wall Street Journal). The purchase price per
share shall be subject to adjustment in accordance with the provisions of
Section 12(a).
3. ELIGIBLE EMPLOYEES. The "Eligible Employees" shall
be those persons, and only those persons, who are full-time employees of the
Company or a Subsidiary on the Offering Date, except any person who immediately
prior to the Offering Date would be deemed for purposes of Section 423(b)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"), to own stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any other corporation which constitutes a
subsidiary corporation of the Company within the meaning of that section;
provided, however, that no such Eligible Employee shall have the right to
purchase any Common Stock under this Plan unless such person is employed
full-time by the Company or a Subsidiary continuously from and including July
3, 1995 through and including September 15, 1995. For purposes of this Section
3, "full-time employees" shall mean all employees of the Company or a
Subsidiary except those (i) whose customary employment is 20 hours or less per
week or 5 months or less per year (determined as of July 3, 1995) or (ii) who
are (as of July 3, 1995) officers (other than Assistant Secretaries or
Assistant Treasurers) of the Company or other employees of the Company subject
to the provisions of Section 16 of the Securities Exchange Act of 1934 and such
rules and regulations as may be promulgated thereunder (all as amended from
time to time) and who are "highly-compensated employees" within
<PAGE> 2
the meaning of Section 414(q) of the Code.
4. SUBSCRIPTIONS. (a) As soon as practicable after the
Company has satisfied the requirements of the applicable federal and state
securities laws relating to the offer and sale of Common Stock to Eligible
Employees pursuant to this Plan, each Eligible Employee shall (subject to the
terms of this Plan) be entitled to subscribe, in the manner and on the terms
herein provided, for the number of whole shares of Common Stock of the Company
designated by him which can be purchased, at the purchase price, with 24
monthly installments of not less than $10 nor more than the lesser of $1,500 or
20% of his monthly rate of compensation, determined as hereinafter provided.
Anything herein to the contrary notwithstanding, if any person entitled to
subscribe for shares hereunder would be deemed for the purposes of Section
423(b)(3) of the Code to own stock (including the maximum number of shares for
which such person would be entitled to subscribe pursuant to the foregoing
formula) possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company which are issued and outstanding
immediately after the Offering Date, the maximum number of shares for which
such person shall be entitled to subscribe pursuant to this Plan shall be
reduced to that number which, when added to the number of shares of Common
Stock of the Company which such person is so deemed to own (excluding the
maximum number of shares for which such person would be entitled to subscribe
pursuant to the foregoing formula), is one less than such 5%.
(b) In the case of each Eligible Employee who shall have been
on the payroll of the Company or a Subsidiary, or both, for the entire month of
June 1995, the monthly rate of compensation shall be deemed the base salary
paid or accrued to such Eligible Employee for such month plus, in the case of
such an Eligible Employee whose compensation for such month was based wholly or
partly on a sales or incentive commission for which no accrual was made for
June 1995, an amount equal to the portion attributable to one-twelfth of the
amount of commissions accrued to such Eligible Employee for the year ended
December 31, 1994 on the books of the Company or the Subsidiary in accordance
with such arrangement. In the case of all other Eligible Employees, the
monthly rate of compensation shall be computed on the basis of the rate of base
salary in effect immediately prior to the Offering Date.
(c) This Plan shall be submitted for approval by shareholders
of the Company prior to February 1, 1996. Subscriptions shall be subject to
the condition that prior to such date this Plan shall be approved by the
shareholders of the Company in the manner contemplated by Section 423(b)(2) of
the Code. If not so approved prior to such date, this Plan shall terminate,
all subscriptions hereunder shall be canceled and be of no further force and
effect, and all persons who shall have subscribed for shares pursuant to this
Plan shall be entitled to the prompt refund in cash, with interest as provided
in Section 5(b), of all sums withheld from or paid by them pursuant to this
Plan and subscriptions hereunder.
(d) Subscriptions pursuant to this Plan shall be evidenced by
the completion and execution of a subscription agreement in the form provided
by the Company and the delivery thereof to the Company, at the place designated
by the Company, prior to September 15, 1995. Subscription agreements shall be
subject to termination or reduction through September 15, 1995, but only with
the written consent of the Company and, further, shall not be subject to
termination or modification after the full purchase price of all shares covered
by such agreement has been withheld or paid as provided herein.
(e) In the event that upon the termination of the
subscription period under this Plan the aggregate number of shares subscribed
for pursuant to this Plan shall exceed 2,000,000, then all subscriptions
<PAGE> 3
shall be reduced proportionately, but disregarding fractions of shares, to the
extent necessary so that the aggregate number of shares covered by all such
subscriptions pursuant to this Plan will not exceed 2,000,000.
5. PAYMENT OF PURCHASE PRICE. (a) Except to the extent
provided in Sections 7, 8, 9 and 10, the purchase price of all shares purchased
pursuant to this Plan shall be paid in equal installments withheld from the
subscribing employee's compensation during the period of 24 consecutive
calendar months commencing with October 1995. The amount withheld shall be
determined as follows:
(i) in the case of employees paid weekly, 104
weekly installments, each equal to 1/104th of the purchase
price per share, multiplied by the number of shares under
subscription;
(ii) in the case of employees paid bi-weekly, 52
bi-weekly installments, each equal to 1/52nd of the purchase
price per share, multiplied by the number of shares under
subscription;
(iii) in the case of employees paid semi-monthly,
48 semi-monthly installments, each equal to 1/48th of the
purchase price per share, multiplied by the number of shares
under subscription; and
(iv) in the case of employees paid monthly, 24
monthly installments each equal to 1/24th of the purchase
price per share, multiplied by the number of shares under
subscription.
For purposes of this Plan, the due date for any installment shall be the last
day of the payroll period to which it relates or, if later, the date on which
the payroll deduction for that period would normally be taken. "Timely"
payment of an installment not paid through payroll deduction shall mean payment
of the installment on or before the due date for that installment (payments are
deemed made only upon receipt). In the event of a change in an employee's
payment schedule, an appropriate change shall be made in the schedule of
installments to be withheld so that the portion of the purchase price not
theretofore withheld will be withheld in equal installments over the remainder
of such 24-month period. No amount shall be withheld or paid after September
30, 1997.
(b) Any person who shall become entitled to receive cash as a
refund pursuant to the provisions of this Plan shall be entitled to receive at
the same time, also in cash, simple interest on the amount of such refund
computed from the respective dates of withholding, at the rate of 6% per annum.
Cash refunds which represent less than the total amount theretofore withheld
from and paid by the subscribing employee shall be deemed to represent the
amounts most recently so withheld and paid, and such interest shall be computed
accordingly. Except as provided in this Section 5(b), no interest shall accrue
or be payable on any amount withheld from, paid by or refunded to any
subscribing employee. No interest shall accrue or be payable on the unpaid
balance of the purchase price of any shares subscribed for pursuant to this
Plan.
6. ISSUANCE OF SHARES; DELIVERY OF STOCK CERTIFICATES.
Shares covered by a subscription agreement entered into pursuant to this Plan
shall, for all purposes, be deemed to have been issued and sold at the close of
business on the first day on which the full purchase price of all shares
<PAGE> 4
then covered by such agreement shall have been withheld or paid as provided
herein. Prior to that time, no person shall have any rights as a holder of any
shares covered by such a subscription agreement. No adjustment shall be made
for dividends or other rights for which the record date is prior to that time
except as provided in Section 12(a). Within 30 days after the full purchase
price of all shares covered by a subscription agreement shall have been so
withheld or paid, the Company shall issue and deliver a stock certificate or
certificates therefor.
7. RIGHT TO TERMINATE SUBSCRIPTION OR TO REDUCE NUMBER
OF SHARES SUBSCRIBED FOR. (a) Subject to the provisions of Section 4(d), each
subscribing employee shall have the right, at any time before the full purchase
price of all shares then covered by his subscription agreement shall have been
withheld or paid, to terminate his subscription agreement or to reduce the
number of shares covered thereby by notice in writing delivered to the Company.
(b) A subscribing employee who shall terminate his
subscription agreement shall be entitled, at his option, (i) to the prompt
refund, in cash, of the full amount theretofore withheld from and paid by him
pursuant to this Plan and such subscription agreement, with interest as
provided in Section 5(b), or (ii) subject to approval of this Plan by the
shareholders of the Company as contemplated by Section 4(c), and except as
provided in Section 14, to receive shares of Common Stock and cash as described
in Section 8(a)(i), and such shares shall be deemed to have been issued and
sold at the close of business on the day on which the employee's notice was
delivered to the Company or, if the Plan is approved by the shareholders after
such notice is delivered, on the day of such approval by the shareholders.
(c) A subscribing employee who shall reduce the number of
shares covered by his subscription agreement shall be entitled, at his option,
(i) to the prompt refund, in cash, of the amount by which the amount
theretofore withheld from and paid by him pursuant to this Plan and such
subscription agreement exceeds that which would have been so withheld and paid
if the number of shares originally subscribed for had been the number to which
he has reduced his subscription, with interest as provided in Section 5(b), or
(ii) to apply such excess in equal amounts to the reduction of future
installments of the purchase price of the reduced number of shares covered by
the subscription agreement.
8. RETIREMENT. (a) If a subscribing employee shall
retire from employment with the Company, all Subsidiaries and all of the
members of the Company's controlled group of corporations, he shall have,
during the period of 90 days following the date of termination (but in no event
after September 30, 1997) the rights provided in Section 7(b)(i) and the
additional rights, subject to the approval of this Plan by the shareholders of
the Company as contemplated by Section 4(c), and except as provided in Section
14, (i) to receive the number of whole shares which can be purchased at the
purchase price under this Plan with the full amount theretofore withheld from
and paid by him pursuant to this Plan and his subscription agreement, together
with cash in an amount equal to any balance of the amount so withheld and paid
(without interest on such cash), and such shares shall be deemed to have been
issued and sold at the close of business on the day on which the employee's
election to exercise this right was delivered to the Company or, if this Plan
is approved by the shareholders after such notice is delivered, on the day of
such approval by the shareholders, or (ii) to prepay in cash in a lump sum the
unpaid balance of the purchase price of the shares covered by his subscription
agreement. Any such retired employee who shall not make a timely election to
exercise the foregoing rights shall be deemed to have elected to receive shares
of Common Stock and cash as described in subparagraph (i) of this Section 8(a).
<PAGE> 5
DEATH OR DISABILITY. (b) In the event of the death
or disability of a subscribing employee prior to the payment in full of the
purchase price of the shares subscribed for by him pursuant to this Plan, or
the death or disability of a retired employee during the period of 90 days
following the date of his retirement and before having exercised the rights
provided or referred to in Section 8(a), the disabled employee or the
beneficiary of the decedent, as the case may be, shall have, during the period
of 90 days following the occurrence of the disability or of the decedent's
death (but in no event after September 30, 1997), the rights provided or
referred to in Section 8(a). Any such disabled employee or beneficiary who
shall not make a timely election to exercise such rights shall be deemed to
have elected to exercise the right to receive shares of Common Stock and cash
as described in Section 8(a)(i). For purposes of this subsection (b), a
subscribing employee's date of "disability" shall be the last day of his salary
continuation period under the Company's policy providing salary continuation
for salaried employees who are medically unable to work because of injury or
illness, and a subscribing employee shall be deemed "disabled" at such time
only if the employee would be "totally disabled" pursuant to the standards set
forth in the Georgia-Pacific Corporation Salaried Long-Term Disability Plan
whether or not he or she is covered under that plan.
TERMINATION OF EMPLOYMENT OTHER THAN BY REASON OF
RETIREMENT, DEATH OR DISABILITY. (c) In the event of the voluntary or
involuntary termination of employment with the Company, all its Subsidiaries
and all other members of the Company's controlled group of corporations of a
subscribing employee other than by reason of retirement, death or disability,
the employee shall have, during a period of 90 days following the date of
termination (but in no event after September 30, 1997), the rights provided in
Sections 7(b)(i) and (ii). Any employee whose employment shall be terminated
under circumstances contemplated by this Section 8(c) who shall not make a
timely election to exercise the foregoing rights shall be deemed to have
elected to exercise the right provided in Section 7(b)(ii).
TRANSFER TO NON-PARTICIPATING MEMBER OF CONTROLLED
GROUP OF CORPORATIONS. (d) In the event that a subscribing employee is
transferred to a member of the Company's controlled group of corporations which
is not a Subsidiary, he may continue to participate in this Plan as if the
transferee employer were a Subsidiary.
ELECTION AS OFFICER OF THE COMPANY OR DESIGNATION AS
SECTION 16 PERSON. (e) In the event that a subscribing employee is "highly
compensated" (as defined in Section 3(ii)) and is elected as an officer of the
Company or is designated as a non-officer employee of the Company subject to
the provisions of Section 16 of the Securities Exchange Act of 1934 and such
rules and regulations as may be promulgated thereunder (all as amended from
time to time), the employee shall have, during a period of 30 days following
the effective date of such election (but in no event after September 30, 1997),
the rights provided in Sections 7(b)(i) and (ii). Any employee whose
subscription shall be terminated under circumstances contemplated by this
Section 8(e) who shall not make a timely election to exercise the foregoing
rights shall be deemed to have elected to exercise the right provided in
Section 7(b)(ii).
<PAGE> 6
9. TEMPORARY LAYOFF AND AUTHORIZED LEAVE OF ABSENCE.
(a) Installment payments shall be suspended during a period of temporary
layoff or authorized leave of absence without pay. If the subscribing employee
shall return to active service prior to September 30, 1997, installment
payments shall be commenced or resumed, and he shall be entitled to elect,
within 10 days after return to active service but in no event after September
30, 1997, either (i) to make up the deficiency in his account by an immediate
lump sum cash payment equal to the aggregate of the installments which would
have been withheld had he not been absent, or (ii) to have future installments
uniformly increased (to the maximum possible extent) to adjust for such
deficiency, or (iii) not to make up such deficiency and to reduce the number of
shares under subscription by the number (increased to the next highest whole
number) arrived at by dividing the amount of the deficiency by the purchase
price per share. An employee who does not make a timely election pursuant to
this Section 9(a) shall be deemed to have elected the alternative described in
clause (iii) hereof.
(b) For the purpose of this Plan, a subscribing employee
shall be deemed to be terminated from his or her employment with the Company,
any Subsidiary or any member of the Company's controlled group of corporations
if such layoff or leave of absence exceeds a period of 90 consecutive days
(unless the employee's right to reemployment is guaranteed either by statute or
by contract), and, in such case, such employee shall have, effective as of the
expiration of such 90-day period, only those rights provided in Section 8(c)
hereof.
10. INSUFFICIENCY OF PAY TO PERMIT WITHHOLDING OF
INSTALLMENT. (a) If in any payroll period, for any reason other than
temporary layoff or authorized leave of absence without pay, a subscribing
employee shall receive no pay or his pay shall be insufficient (after all other
proper deductions) to permit withholding of his installment payment, the
employee may make payment of such installment in cash when due.
(b) The Company shall treat any failure by a subscribing
employee to make timely payment in cash of any installment which cannot be
withheld because of the circumstances contemplated by Section 10(a) as cause
for termination of his subscription agreement. Such termination shall be
effected by the Company's mailing notice to that effect to such employee at his
last known business or home address, and upon the mailing of such a notice,
such employee's rights thereafter shall be limited to receive shares of Common
Stock and cash as described in Section 8(a)(i).
11. HARDSHIP WITHDRAWAL DISTRIBUTIONS UNDER CODE SECTION
401(k) PLANS. If a subscribing employee who participates in a qualified
retirement plan subject to Code Section 401(k) (or the corresponding section of
any revision of - or successor to - the Code dealing with cash or deferred
arrangements) receives one or more hardship withdrawal distributions pursuant
to the provisions of such plan, his installment payments pursuant to his
subscription agreement shall be suspended for a period of twelve (12)
consecutive months following the month in which the most recent such
distribution is received. The employee's installment payments will
automatically resume in accordance with the terms of his subscription agreement
beginning with the first month after the end of the suspension period, provided
however that no resumption of payments will occur if the suspension period ends
after September 30, 1997. Installments not paid during the suspension period
may not be made up, and the employee's subscription shall automatically be
reduced to the extent of such installments.
<PAGE> 7
12. DEFINITION OF COMMON STOCK; EFFECT OF CERTAIN
TRANSACTIONS. (a) The term "Common Stock" as used in this Plan refers to
shares of the Common Stock of the Company as presently constituted and any
shares of Common Stock which may be issued by the Company in exchange for or
reclassification thereof. If, and whenever, at any time after the Offering
Date and prior to the issue and sale by the Company of all of the shares of
Common Stock covered by subscription agreements entered into pursuant to this
Plan, the Company shall effect a subdivision of shares of Common Stock or other
increase (by stock dividend or otherwise) of the number of shares of Common
Stock outstanding, without the receipt of consideration by the Company or
another corporation in which the Company is financially interested and
otherwise than in discharge of the Company's obligation to make further payment
for assets theretofore acquired by it or such other corporation or upon
conversion of stock or other securities issued for consideration, or shall
reduce the number of shares of Common Stock outstanding by a consolidation of
shares, then (i) in the event of such an increase in the number of such shares
outstanding, the number of shares of Common Stock then subject to subscription
agreements entered into pursuant to this Plan shall be proportionately
increased and the purchase price per share shall be proportionately reduced,
and (ii) in the event of such a reduction in the number of such shares
outstanding, the number of shares of Common Stock then subject to subscription
agreements entered into pursuant to this Plan shall be proportionately reduced
and the purchase price per share shall be proportionately increased. Except as
provided in this Section 12(a), no adjustment shall be made under this Plan or
any subscription agreement entered into pursuant to this Plan by reason of any
dividend or other distribution declared or paid by the Company.
(b) Anything in this Plan or in any subscription agreement
entered into pursuant hereto to the contrary notwithstanding (except as
provided in Section 14), each subscribing employee shall have the right
immediately prior to any merger or consolidation of which the Company is not to
be the survivor, or the liquidation or dissolution of the Company, to elect (i)
to receive the number of whole shares which can be purchased at the purchase
price under this Plan with the full amount theretofore withheld from or paid by
him pursuant to this Plan and his subscription agreement, together with cash in
an amount equal to any balance of the amount so withheld and paid (without
interest on such cash), (ii) to prepay in cash in a lump sum the unpaid balance
of the purchase price of the shares covered by his subscription agreement or
(iii) to receive cash plus interest as described in Section 7(b)(i). The
subscription agreement of any subscribing employee who shall not make such an
election shall terminate upon such merger, consolidation, liquidation or
dissolution and his rights shall be those provided in clause (i) of this
Section 12(b), unless the surviving corporation in its absolute and
uncontrolled discretion shall offer such subscribing employee the right to
purchase its shares in substitution for his rights under such subscription and
he shall accept such offer.
13. GENERAL DEFINITIONS. For purposes of this Plan: (i)
the term "retire" shall refer to a subscribing employee's voluntary or
involuntary termination at a time when he has attained age 65 or has attained
age 55 and has accrued 10 years of service for vesting purposes under the
Company's qualified retirement plans covering him, provided that termination
for Just Cause shall not be considered retirement under this Plan; (ii) the
"Company's controlled group of corporations" shall be those corporations which
at a given date are part of the Company's "controlled group of corporations" as
defined in Code Section 1563(a), except that in making such determinations, the
phrase "more than 50 percent" will be substituted for "at least 80 percent" in
Section 1563(a)(1) and (a)(2)(A); (iii) "termination" or "retirement" shall be
deemed to occur on the last day worked and for purposes of this Plan shall
include a situation in which a member of the Company's controlled group of
corporations ceases to be such by reason of change in the ownership of its
<PAGE> 8
stock; and (iv) "Just Cause" shall mean any of the following: the willful and
continued failure of a subscribing employee to perform satisfactorily the
duties consistent with his title and position reasonably required of him by the
Board or supervising management (other than by reason of incapacity due to
physical or mental illness), the commission by a subscribing employee of a
felony, the perpetration by a subscribing employee of a dishonest act or common
law fraud against the Company, any of its Subsidiaries or any member of its
controlled group of corporations, or any other willful act or omission which
could reasonably be expected to expose the Corporation to civil liability under
the law of the applicable jurisdiction or is otherwise injurious to the
financial condition or business reputation of the Company, any of its
Subsidiaries or any member of its controlled group of corporations.
14. LIMITATION ON RIGHT TO PURCHASE. Anything in this
Plan to the contrary notwithstanding, (i) no shares may be purchased under this
Plan to the extent not permitted by Section 423(b)(8) of the Code and (ii) if
at any time when any person is entitled to complete the purchase of any shares
pursuant to this Plan, after taking into account such person's rights, if any,
to purchase Common Stock of the Company under all other stock purchase plans of
the Company and any Subsidiary, the result would be that during the then
current calendar year, such person would have become entitled to purchase
during such calendar year under this Plan and all such other plans a number of
shares of Common Stock which would exceed the maximum number of shares
permitted by the provisions of Section 423(b)(8) of the Code, then the number
of shares which such person shall be entitled to purchase pursuant to this Plan
shall be reduced by the number which is one more than the number of shares
which represents such excess.
15. NON-ASSIGNABILITY; BENEFICIARY OR PERSONAL
REPRESENTATIVE OF DECEASED EMPLOYEES. (a) None of the rights of an employee
under this Plan or any subscription agreement entered into pursuant thereto
shall be transferable by such employee otherwise than by will or the laws of
descent and distribution and, during the lifetime of such employee, such rights
shall be exercisable only by him; provided, however, that each subscribing
employee may designate a beneficiary who, upon the employee's death, shall be
entitled to exercise such rights as are set forth in Section 8(b) hereof. In
the event such beneficiary is deceased or the Company is unable to locate such
beneficiary after the death of the subscribing employee, or should the employee
fail to designate a beneficiary, then the personal representative of such
employee shall be entitled to exercise the rights set forth in Section 8(b).
Any attempted transfer not permitted by this Plan or by the subscription
agreements shall be void, and the Company shall treat such transfer as cause
for termination of the subscription agreements of the transferor and, if the
transferee is then a participant in the Plan, the transferee. Notice of
termination shall be effected as provided in Section 10(b) hereof, and the
rights of such transferees and transferors shall be limited to the refund in
cash without interest of the full amount theretofore withheld from and paid by
each such subscribing employee pursuant to this Plan and their respective
subscription agreements.
(b) References herein, other than in Section 3 hereof, to
employees shall be deemed to include the beneficiary of a deceased employee (or
the personal representative of such deceased employee if such beneficiary is
deceased, if the Company is unable to locate such beneficiary, or if the
employee fails to designate a beneficiary).
<PAGE> 9
16. SHARES NOT SUBSCRIBED FOR DURING THE OFFERING PERIOD
OR SUBSCRIBED FOR BUT NOT PURCHASED. Shares referred to herein which shall not
be subscribed for, and shares which were subscribed for but thereafter cease to
be subject to a subscription agreement hereunder, shall be free from any
reservation for use in connection with this Plan and shall have the same status
as all other unreserved authorized but unissued shares.
17. CONSTRUCTION; ADMINISTRATION. All questions with
respect to the construction and application of the Plan and subscription
agreements entered into pursuant thereto and the administration of this Plan
shall be settled by the determination of the Board of Directors of the Company
(which term as used herein shall include the Compensation Committee of such
Board) or of one or more other persons designated by it (or the Committee),
which determinations shall be final, binding and conclusive on the Company and
all employees and other persons.
18. NOTICE. Any election or other notice required to be
given by a subscribing employee under this Plan shall be in writing and shall
be delivered personally or by mail, postage prepaid, addressed to the place
designated by the Company for delivery of the subscription agreement. If an
election is made which requires the payment of a sum of money, such sum shall
accompany the written election.
19. AMENDMENT. The Plan may be amended by the Board of
Directors in any way which shall not adversely affect the rights of employees
under subscription agreements theretofore entered into pursuant hereto.
<PAGE> 1
Exhibit 5
(LOGO) GEORGIA-PACIFIC CORPORATION
Law Department 133 Peachtree Street, N.E.
P.O. Box 105605
Atlanta, Georgia 30348-5605
James F. Kelley Telephone (404) 652-5440
Senior Vice President - Law Facsimile (404) 652-4847
and General Counsel
July 6, 1995
To the Board of Directors of
Georgia-Pacific Corporation
Ladies and Gentlemen:
As Senior Vice President - Law and General Counsel of
Georgia-Pacific Corporation (the "Corporation"), I have reviewed the
proceedings relative to the authorization of the 1995 Employee Stock Purchase
Plan (the "Plan") of the Corporation pursuant to which the Corporation proposes
to issue to Eligible Employees (as defined in the Plan) an aggregate of
2,000,000 shares of Common Stock, par value $.80 per share, such number of
shares to be subject to adjustment upon the occurrence of certain events.
I am of the opinion that the shares of Common Stock issuable
pursuant to the Plan have been duly authorized and, when issued in accordance
with the provisions of the Plan, will be legally and validly issued, fully paid
and nonassessable. I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement on Form S-8 covering the shares issuable
under the Plan.
I am a member of the Bar of the State of New York and do not hold
myself out to be an expert on the laws of any other state. I express no
opinion on the laws of any jurisdiction other than the laws of the States of
New York and Georgia and the federal laws of the United States. Insofar as
this opinion relates to matters of Georgia law, I have relied upon an opinion
of even date herewith addressed to me by an attorney in the Law Department of
the Corporation licensed to practice law in the State of Georgia.
Very truly yours,
/s/ James F. Kelley
-------------------
James F. Kelley
Senior Vice President - Law
and General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of Georgia-Pacific
Corporation (related to the Corporation's 1995 Employee Stock Purchase Plan) of
our reports dated February 16, 1995 included (or incorporated by reference) in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1994.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 3, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Robert Carswell
-------------------
ROBERT CARSWELL
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Jewel Plummer Cobb
----------------------
JEWEL PLUMMER COBB
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
3rd day of February, 1995.
/s/ Jane Evans
--------------
JANE EVANS
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Donald V. Fites
-------------------
DONALD V. FITES
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Harvey C. Fruehauf, Jr.
---------------------------
HARVEY C. FRUEHAUF, JR.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Richard V. Giordano
-----------------------
RICHARD V. GIORDANO
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ David R. Goode
------------------
DAVID R. GOODE
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ T. Marshall Hahn, Jr.
--------------------------
T. MARSHALL HAHN, JR.
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
3rd day of February, 1995.
/s/ M. Douglas Ivester
----------------------
M. DOUGLAS IVESTER
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Francis Jungers
-------------------
FRANCIS JUNGERS
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Robert E. McNair
--------------------
ROBERT E. MCNAIR
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ Louis W. Sullivan
---------------------
LOUIS W. SULLIVAN
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of Georgia-Pacific Corporation, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints A. D. Correll, James F. Kelley
and Kenneth F. Khoury, and each of them, his or her true and lawful
attorney-in-fact and agent to sign (1) any and all amendments to, and
supplements to any prospectus contained in, the Registration Statement on Form
S-3 No. 33-65208 (related to $500,000,000 aggregate principal amount of debt
securities of the Corporation), the Registration Statements on Form S-8, No.
33-62498 (related to the 1993 Employee Stock Purchase Plan), No. 33-52823
(related to the 1994 Employee Stock Option Plan), No. 33-58664 (related to the
1993 Employee Stock Option Plan), No. 33-48328 (related to the Georgia-Pacific
Corporation Savings and Capital Growth Plan) and No. 33-52815 (related to
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) filed with the
Securities and Exchange Commission (the "Commission"), and any and all
instruments and documents filed as a part of or in connection with such
amendments or supplements; (2) the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994; (3) any and all amendments to, and
supplements to any prospectus contained in or relating to, the Registration
Statements on Form S-8, Nos. 33-48329, 33-48330 and 33-48331, relating to the
Georgia-Pacific Corporation (GNN) Investment Plan for Union Employees,
Georgia-Pacific Corporation Investment Plan for Certain Non-Union Hourly
Employees of Butler Paper Company and Leaf River Forest Products, Inc. and
Georgia-Pacific Corporation Supplemental Hourly 401(k) Savings Plan, and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; (4) Registration Statements on Form S-8 covering (a)
8,100,000 shares of the Common Stock of the Corporation related to the 1995
Shareholder Value Incentive Plan and (b) 2,000,000 shares of the Common Stock
of the Corporation related to the 1995 Employee Stock Purchase Plan, and any
and all amendments to, and supplements to any prospectus contained in, such
Registration Statements and any and all instruments and documents filed as a
part of or in connection with such amendments or supplements; and (5) any other
reports or registration statements to be filed by the Corporation with the
Commission and/or any national securities exchange under the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and any
and all instruments and documents filed as part of or in connection with such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be come by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of February, 1995.
/s/ James B. Williams
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JAMES B. WILLIAMS
