<PAGE>
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 Statements on Form S-3, Nos. 333-01785 and 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ A. D. Correll
-----------------
A. D. CORRELL
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ James S. Balloun
--------------------
JAMES S. BALLOUN
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ Robert Carswell
-------------------
ROBERT CARSWELL
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ Jane Evans
--------------
JANE EVANS
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ Donald V. Fites
-------------------
DONALD V. FITES
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ Harvey C. Fruehauf, Jr.
---------------------------
HARVEY C. FRUEHAUF, JR.
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ Richard V. Giordano
-----------------------
RICHARD V. GIORDANO
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ David R. Goode
------------------
DAVID R. GOODE
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ M. Douglas Ivester
----------------------
M. DOUGLAS IVESTER
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21ST
day of January, 2000.
/s/ James P. Kelly
------------------
JAMES P. KELLY
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ Louis W. Sullivan
---------------------
LOUIS W. SULLIVAN
<PAGE>
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 333-
61665 (related to $500,000,000 aggregate principal amount of debt securities of
the Corporation) and No. 333-80757 (related to $2,975,000,000 aggregate
principal amount of debt securities, preferred stock, Georgia-Pacific
Corporation-Georgia-Pacific Group Common Stock and Georgia-Pacific Group Rights
to Purchase Series B Junior Preferred Stock, Georgia-Pacific Corporation-Timber
Group Common Stock and Timber Group Rights to Purchase Series C Junior Preferred
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units), the
Registration Statement on Form S-4, No. 333-35813, the Registration Statements
on Form S-8, Nos. 2-61238, 2-68688, 2-76072, 2-93184, 33-11341, 33-26985, 33-
39693, 33-62498, 33-60933 and 333-35793 (related to the 1978, 1980, 1982, 1984,
1987, 1989, 1991, 1993, 1995 and 1997 Employee Stock Purchase Plans), 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), No. 33-48329 (related to the Georgia-
Pacific Corporation (GNN) Investment Plan For Union Employees), No. 33-48330
(related to the Georgia-Pacific Corporation Investment Plan For Certain Non-
Union Hourly Employees of Butler Paper Company and Leaf River Forest Products,
Inc.), No. 33-48331 (related to the Georgia-Pacific Corporation Supplemental
Hourly 401(k) Savings Plan), No. 33-59057 (related to the 1995 Shareholder Value
Incentive Plan), No. 333-42597 (related to the Georgia-Pacific Corporation 1990
Long-Term Incentive Plan, Georgia-Pacific Corporation 1993 Employee Stock Option
Plan, Georgia-Pacific Corporation 1994 Employee Stock Option Plan, Georgia-
Pacific Corporation 1995 Shareholder Value Incentive Plan, as amended and
restated, Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation/Timber Group 1997 Long-Term
Incentive Plan, Georgia-Pacific Corporation Savings and Capital Growth Plan,
Georgia-Pacific Corporation Hourly 401(k) Savings Plan) and No. 333-93793
(related to the Unisource Worldwide, Inc. Stock Option 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) amendments to the Corporation's Annual Report on
Form 10-K for the year ended January 1, 2000; and any and all instruments and
documents filed as part of or in connection with such report ; 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 21st
day of January, 2000.
/s/ James B. Williams
---------------------
JAMES B. WILLIAMS
