Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF L933
GEORGIA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 93-043208L
(State of Incorporation) (IRS Employer Identification No.)
L33 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
GEORGIA-PACIFIC CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
KENNETH F. KHOURY
VICE PRESIDENT AND SECRETARY
GEORGIA-PACIFIC CORPORATION
L33 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
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
Common Stock,
par value
$.80 per share 2,000,000 shares $78.09 $156,180,000 $47,328
(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 September 2, 1997, as reported on
the New York Stock Exchange Composite Tape.
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, 1996;
(b) the Corporation's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997;
(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.
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 (1)
such individual conducted himself or herself in good faith; and 2) such
individual reasonably believed (A) in the case of conduct in his or her
official capacity, that such conduct was in the best interests of the
corporation, (B) in all other cases, that such conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of
any criminal proceeding, that the individual had no reasonable cause to
believe such 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, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director has met the relevant
standard of conduct, or in connection with any proceeding with respect to
conduct for which he or she was adjudged liable on the basis that personal
benefit was improperly received by him or her, whether or not involving
action in his or her official capacity. Notwithstanding the foregoing,
pursuant to Section 14-2-854 a court may order a corporation to indemnify a
director if such court determines, in view of all the relevant
circumstances, that it is fair and reasonable to indemnify the director
even if the director has not met the relevant standard of conduct set forth
in subsections (a) and (b) of Section 14-2-851 of the Georgia Business
Corporation Code or was adjudged liable in a proceeding referred to in
subsection (d) of Section 14-2-851 of the Georgia Business Corporation
Code, but if the director was adjudged so liable, the indemnification shall
be limited to reasonable expenses incurred in connection with the
proceeding.
Section 14-2-852 of the Georgia Business Corporation Code provides
that, a corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which a
director was a party because they were a director of the corporation
against reasonable expenses incurred by the director in connection with the
proceeding.
Section 14-2-857 of the Georgia Business Corporation Code provides
that a corporation may indemnify an officer of the corporation who is a
party to a proceeding because they are an officer of the corporation to the
same extent as a director. If the officer is not a director, (or if the
officer is a director but the sole basis on which he or she is made a party
to the proceeding is an act or omission solely as an officer) to such
further extent as may be provided by the articles of incorporation, the
bylaws, a resolution of the board of directors, or contract except for
liability arising out of conduct that constitutes (1) appropriation, in
violation of their duties, of any business opportunity of the corporation,
(2) acts or omissions which involve intentional misconduct or a knowing
violation of law, (3) the types of liability set forth in Section 14-2-832
of the Georgia Business Corporation Code or (4) receipt of an improper
personal benefit. An officer of a corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 of the Georgia
Business Corporation Code and may apply to a court under Section 14-2-854
of the Georgia Business Corporation Code for indemnification, in each case
to the same extent to which a director may be entitled to indemnification
under those provisions. Finally, a corporation may also indemnify an
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, general or specific action by 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 or penalties against or amounts paid in settlement by,
a director, officer, employee or agent) 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 (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 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 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.
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, 1996, and incorporated herein by this
reference thereto).
4.3 1997 Employee Stock Purchase Plan of the
Corporation (filed as Exhibit 4.5 to the
Corporation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, 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.
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 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.
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 17th day of September, 1997.
GEORGIA-PACIFIC CORPORATION
(Registrant)
By:/s/ John F. McGovern
John F. McGovern
Executive 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.
Signature Title Date
As officers or directors of
GEORGIA-PACIFIC CORPORATION
/s/ A.D. Correll Director, Chairman, Chief September 17, 1997
A.D. Correll Executive Officer and President
(Principal Executive Officer)
/s/ John F. McGovern Executive Vice President- September 17, 1997
John F. McGovern Finance and Chief Financial Officer
(Principal Financial Officer)
/s/ James E. Terrell Vice President and September 17, 1997
James E. Terrell Controller (Principal
Accounting Officer)
* Director September 17, 1997
Robert Carswell
* Director September 17, 1997
Jane Evans
* Director September 17, 1997
Donald V. Fites
* Director September 17, 1997
Harvey C. Fruehauf, Jr.
* Director September 17, 1997
Richard V. Giordano
* Director September 17, 1997
David R. Goode
* Director September 17, 1997
T. Marshall Hahn, Jr.
* Director September 17, 1997
M. Douglas Ivester
* Director September 17, 1997
Francis Jungers
* Director September 17, 1997
Louis W. Sullivan
* Director September 17, 1997
James B. Williams
*By: /s/ James F. Kelley
James F. Kelley
As Attorney-in-Fact for the Directors above
beside whose names an asterisk appears.
INDEX TO EXHIBITS
Exhibit
Number 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, 1996,
and incorporated herein by this
reference thereto).
4.3 1997 Employee Stock Purchase Plan of the
Corporation (filed as Exhibit 4.5 to the
Corporation's Quarterly Report on Form 10-
Q for the quarter ended June 30, 1997, 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.*
GEORGIA-PACIFIC CORPORATION
Law Department 133 Peachtree
Street, N.E.
P.O. Box 105605
James F. Kelley Atlanta, Georgia
Senior Vice 30348-5605
President - Law Telephone (404)
and General Counsel 652-5440
Facsimile (404)
584-1461
September 17, 1997
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 1997 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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 7, 1997
included in Georgia-Pacific Corporation's Annual Report on Form 10-K for the
year ended December 31, 1996, as amended by Georgia-Pacific's Annual Report on
Form 10-K/A filed on March 17, 1997 and its Annual Report on Form 10-K/A-1 filed
on March 25, 1997, and to all references to our Firm included in this
Registration Statement.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ A. D. CORRELL
A. D. CORRELL
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ ROBERT CARSWELL
ROBERT CARSWELL
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JANE EVANS
JANE EVANS
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ DONALD V. FITES
DONALD V. FITES
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ HARVEY C. FRUEHAUF, JR.
HARVEY C. FRUEHAUF, JR.
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ RICHARD V. GIORDANO
RICHARD V. GIORDANO
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ DAVID R. GOODE
DAVID R. GOODE
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ T. MARSHALL HAHN, JR.
T. MARSHALL HAHN, JR.
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ M. DOUGLAS IVESTER
M. DOUGLAS IVESTER
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ FRANCIS JUNGERS
FRANCIS JUNGERS
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ LOUIS W. SULLIVAN
LOUIS W. SULLIVAN
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 Statements on Form S-3 Nos. 333-01785 and 33-
64673 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation), the Registration Statements on Form S-8, No. 33-60933 (related
to the 1995 Employee Stock Purchase Plan), Nos. 2-99380, 33-58664 and 33-52823
(related to the 1984, 1993 and 1994 Employee Stock Option Plans), No. 33-48328
(related to the Georgia-Pacific Corporation Savings and Capital Growth Plan),
No. 33-52815 (related to the Georgia-Pacific Corporation Hourly 401(k) Savings
Plan) and No. 33-59057 (related to the 1995 Shareholder Value Incentive 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, 1996; (3) a Registration Statement on Form S-8
related to the offering of 2,000,000 shares of the Common Stock of the
Corporation to the employees of the Corporation and its subsidiaries under the
Corporation's 1997 Employee Stock Purchase Plan, and any and all amendments to,
and supplements to any prospectus contained in, such Registration Statement and
any and all instruments and documents filed as a part of or in connection with
such amendments or supplements; and (4) 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 done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of February, 1997.
/s/ JAMES B. WILLIAMS
JAMES B. WILLIAMS
