<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 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 SHAREHOLDER VALUE INCENTIVE 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
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 8,100,000 shares $80.50 $652,050,000 $224,845
- ------------------------------------------------------------------------------------------------
</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) As provided in Rule 457(c) and (h), represents the price at which options
granted under the Plan may be exercised.
<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 Current Reports on Form 8-K dated
February 21, 1995, April 17, 1995 and April 25, 1995; and
(c) 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.
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<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
-3-
<PAGE> 4
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 (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
-4-
<PAGE> 5
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 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.
-5-
<PAGE> 6
Item 8. Exhibits.
Exhibit No. Description
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 Shareholder Value Incentive Plan of the Corporation
(filed as Exhibit 10.11 (i) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994, and
incorporated herein by this reference thereto).
4.4 Form of Shareholder Value Incentive Stock Option (filed as
Exhibit 10.11 (ii) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1994, and incorporated
herein by this reference thereto).
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.
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;
-6-
<PAGE> 7
(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 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 3rd day of
May, 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 May 3,1995
- ------------------------------------------- Chief Executive Officer
A. D. Correll (Principal Executive
Officer)
/s/ John F. McGovern Senior Vice President May 3,1995
- ------------------------------------------- - Finance and Chief
John F. McGovern Financial Officer
(Principal Financial Officer)
/s/ James E. Terrell Vice President and May 3,1995
- ------------------------------------------- Controller (Principal
James E. Terrell Accounting Officer)
* Director May 3,1995
- -------------------------------------------
Robert Carswell
* Director May 3,1995
- -------------------------------------------
Jewel Plummer Cobb
</TABLE>
-8-
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director May 3,1995
- -------------------------------------------
Jane Evans
* Director May 3,1995
- -------------------------------------------
Donald V. Fites
* Director May 3,1995
- -------------------------------------------
Harvey C. Fruehauf, Jr.
* Director May 3,1995
- -------------------------------------------
Richard V. Giordano
* Director May 3,1995
- -------------------------------------------
David R. Goode
* Director May 3,1995
- -------------------------------------------
T. Marshall Hahn, Jr.
* Director May 3,1995
- -------------------------------------------
M. Douglas Ivester
* Director May 3,1995
- -------------------------------------------
Francis Jungers
* Director May 3,1995
- -------------------------------------------
Robert E. McNair
* Director May 3,1995
- -------------------------------------------
Louis W. Sullivan
* Director May 3,1995
- -------------------------------------------
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.
-9-
<PAGE> 10
INDEX TO EXHIBITS
Exhibit No. Description
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 Shareholder Value Incentive Plan of the
Corporation (filed as Exhibit 10.11 (i) to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
this reference thereto).
4.4 Form of Shareholder Value Incentive Stock Option
(filed as Exhibit 10.11 (ii) to the Corporation's
Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by this
reference thereto).
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. *
* Filed by EDGAR.
<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) 652-5208
Senior Vice President - Law Facsimile (404) 584-1461
and General Counsel
May 3, 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 Shareholder Value
Incentive Plan (the "Plan") of the Corporation pursuant to which the
Corporation has granted and proposes to grant to certain officers and key
employees options to purchase up to 8,100,000 shares of Common Stock, par value
$.80 per share, subject to adjustment upon the occurrence of certain events.
I am of the opinion that the shares of Common Stock issuable upon
the exercise of such options pursuant to the Plan as described in the
Registration Statement under the Securities Act of 1933, 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.
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. In rendering
the foregoing opinion, I have relied as to opinions expressed above, 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,
which opinion contains no qualifications or assumptions (other than those which
limit such opinions solely to matters of Georgia law) not contained in this
opinion.
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 Shareholder Value Incentive
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
May 1, 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
---------------------
JAMES B. WILLIAMS
