BOARD COMMITTEES

Audit Committee

• Members are James S. Balloun, Robert Carswell (Chairman), Harvey C. Fruehauf, Jr., David R. Goode, James P. Kelly and Louis W. Sullivan

   *Assumes that the value of the investment in Georgia-Pacific Corporation common stock and each index was 100 on December 31, 1994 and that all dividends were reinvested.
**Provided by Standard &Poor's Compustat, a division of The McGraw-Hill Companies.

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TOTAL SHAREHOLDER RETURNS—GEORGIA-PACIFIC GROUP
DECEMBER 17, 1997—DECEMBER 31, 1999*

(Performance Graph appears here. See the table below for plot points.)

   *Assumes that the value of the investment in Georgia-Pacific Group Stock and each index was 100 on December 17, 1997 and that all dividends were reinvested.
**Provided by Standard & Poor's Compustat, a division of The McGraw-Hill Companies.

TOTAL SHAREHOLDER RETURNS—THE TIMBER COMPANY
DECEMBER 17, 1997—DECEMBER 31, 1999*

(Performance Graph appears here. See the table below for plot points.)

    *Assumes that the value of the investment in The Timber Company Stock and each index was 100 on December 17, 1997 and that all dividends were reinvested.
  **Provided by Standard & Poor's Compustat, a division of The McGraw-Hill Companies.
***Consisting of Deltic Timber Corp., Plum Creek Timber Co. LP, Crown Pacific Partners LP and U.S. Timberlands Co. LP.

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PROPOSAL 2 — APPROVAL OF GEORGIA-PACIFIC GROUP 2000 EMPLOYEE STOCK PURCHASE PLAN AND THE TIMBER COMPANY 2000 EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors has adopted, subject to shareholder approval, the Georgia-Pacific Group 2000 Employee Stock Purchase Plan and The Timber Company 2000 Employee Stock Purchase Plan (the “G-P Group Plan” and the “Timber Plan,” and together the “2000 Plans”) covering 8,550,000 shares of Georgia-Pacific Group Stock and 1,500,000 shares of The Timber Company Stock. The Board has made 2,850,000 and 500,000 shares of Georgia-Pacific Group and The Timber Company Stock, respectively, available for purchase under the 2000 Plans in 2000.

The summary above is qualified in its entirety by reference to the full text of the 2000 Plans which have been filed as an appendix to our definitive proxy statement with the SEC. The 2000 Plans are also filed as exhibits 10.21 and 10.22 in our Form 10-K for the fiscal year ended January 1, 2000.

The purpose of the 2000 Plans is to give all employees of G-P, North American Timber Corp. (which employs all eligible participants in the Timber Plan) and certain of their respective subsidiaries as of May 8, the opportunity to obtain or increase an equity ownership position in the financial results of the Georgia-Pacific Group or The Timber Company, as the case may be, by subscribing for shares on an installment basis through payroll deductions. North American Timber Corp. is a wholly owned subsidiary of G-P. The Plan Administrator intends to make a yearly assessment of whether or not the 2000 Plans are increasing employee ownership of G-P. The Plan Administrator has complete discretion to make offerings to such employees in 2001 and 2002.

Participation and Purchase Price

Directors of G-P or North American Timber Corp. may not participate in the 2000 Plans. No employee has the right to purchase shares of common stock pursuant to the 2000 Plans unless such employee is employed continuously from May 8, 2000 through July 1, 2000 for the first plan year and, if each of the 2000 Plans is extended in each of the next two years, for similar periods in 2001 and 2002. The number of shares for which an employee may subscribe is limited to those that can be purchased for an aggregate purchase price per each one-year purchase period of $22,500. Aggregate payments of not less than 600 per each one-year purchase period are required. The purchase price per share is 90% of the lower of the price per share on the first day or the last day of the purchase period (as reported in the record of Composite Transactions for New York Stock Exchange listed securities and printed in The Wall Street Journal). The purchase period for the initial one year period begins on July 1, 2000 and ends on June 30, 2001. If the 2000 Plans are extended, the Plan Administrator will set the purchase period in years 2001 and 2002. The closing price of Georgia-Pacific Group Stock and The Timber Company Stock on March 1, 2000 (as reported in such record of Composite Transactions and printed in The Wall Street Journal) was $33.75 and $23.00, respectively.

Payment for the shares will be made by payroll deductions during a 12-month period beginning with the first pay date after July 1, 2000.

An employee may terminate his or her subscription at any time before he or she pays the full price of the shares subscribed for and in that event will receive in cash the full amount withheld, without interest.

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Federal Income Tax Considerations

Each of the 2000 Plans is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. Under the Internal Revenue Code, a United States employee who elects to participate in the 2000 Plans and who is employed by G-P, North American Timber Corp. or a covered subsidiary, as the case may be, on May 8, 2000 and who is continuously employed thereafter by them for the period ending 3 months before the date of payment of the full purchase price for the shares subscribed will not realize taxable income from the purchase of the shares of Georgia-Pacific Group Stock or The Timber Company Stock as the case may be.

If an employee disposes of shares purchased under the 2000 Plans after 1 year after the date of the purchase, or if the employee dies while owning such shares, he or she must include as compensation for the taxable year in which such disposition or death occurs an amount equal to the lesser of (i) the excess of the fair market value of such shares at the time of disposition or death over the purchase price, or (ii) the excess of the fair market value of such shares at the time of the offering over the purchase price. In the case of such a disposition only (not death), the employee's basis in such shares in his or her hands at the time of such disposition is increased by an amount equal to the amount so includable in his or her income as compensation, and any gain or loss computed with reference to such adjusted basis that is recognized at the time of the disposition is long-term capital gain or loss. In the case of such a disposition or death, G-P, North American Timber Corp. or the subsidiary of either by which the employee is employed is not entitled to any deduction from income.

If any employee disposes of his or her shares within the one-year period, the employee is required to include in income as compensation for the year in which such disposition occurs an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price. The employee's basis in the shares in his or her hands at the time of disposition is increased by an amount equal to the amount includable in his or her income as compensation, and any gain or loss computed with reference to the adjusted basis that is recognized at the time of disposition is capital gain or loss, either short-term or long-term, depending on his or her holding period for such shares. In the event of a disposition within such one-year period G-P, North American Timber Corp. or the subsidiary by which the employee is employed is entitled to a deduction from income equal to the amount the employee is required to include in income as compensation as a result of the disposition in the year of the disposition.

In the case of an employee who is a citizen of the United States employed abroad, all or a portion of income in the nature of compensation (but not capital gain) may, under certain circumstances, be excludable from U.S. income under Section 911 of the Internal Revenue Code.

Other Considerations

If the G-P Group Plan is approved by our shareholders, then we will make a non-tax qualified Employee Stock Purchase Plan available to employees of two of our non-corporation subsidiaries, Wisconsin Tissue Management, LLC and Georgia-Pacific Tissue, LLC. Such plan will contain 450,000 Georgia-Pacific Group Stock shares. The terms of the plan will be substantially similar to the G-P Group Plan except employees will recognize taxable income at the time of purchase of Georgia-Pacific Group Stock under the plan. The Internal Revenue Code does not permit us to offer the tax benefits available under the G-P Group Plan to employees of entities that are not taxed as corporations.

Shareholder Approval

The 2000 Plans will terminate if they are not approved by a vote of the shareholders held on or prior to May 2, 2000. The Board of Directors recommends that you vote FOR the adoption of the 2000 Plans.

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PROPOSAL 3 — APPROVAL OF AMENDMENT OF GEORGIA PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP 1997 LONG-TERM INCENTIVE PLAN AND GEORGIA-PACIFIC CORPORATION/THE TIMBER GROUP 1997 LONG-TERM INCENTIVE PLAN

The Board has adopted, subject to shareholder approval, the amendment of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan (the “Georgia-Pacific Group LTIP”) and the Georgia-Pacific Corporation/Timber Group 1997 Long-Term Incentive Plan (the “The Timber Company LTIP”). We refer to the Georgia-Pacific Group LTIP and the The Timber Company LTIP as the “LTIPs.”

The summary below is qualified in its entirety by reference to the full text of the amendments to the LTIPs which have been filed as an appendix to our definitive proxy statement with the SEC. The LTIPs and the amendments thereto are also filed as exhibits 10.12(i), 10.12(ii), 10.12(iii), 10.13(i) and 10.13(ii) in our Form 10-K for the fiscal year ended January 1, 2000.

Principal Features of the LTIPs

The primary purpose of the LTIPs is to promote our interests and the interests of our shareholders by motivating key employees to work towards achieving our long range goals and by attracting and retaining exceptional employees. By motivating key employees to share in our long-term growth and financial success, employee interests are more closely aligned with those of our shareholders. The features of the LTIPs are identical except where we note otherwise.

The Georgia-Pacific Group LTIP authorizes grants of awards with respect to the Georgia-Pacific Group Stock only and the The Timber Company LTIP authorizes grants of awards with respect to The Timber Company Stock only. The LTIPs provide for granting of 5 types of awards on a stand alone, combination, or tandem basis: nonqualified stock options; incentive stock options; restricted shares; performance awards; and dividend equivalents.

Administration. The LTIPs are administered by the Compensation Committee (the “Committee”). The Committee is authorized to, among other things:
    • determine the employees who will be granted awards under the LTIPs;
    • determine the terms and conditions of each participant individual agreement;
    • state the time and transfer restrictions for each award of restricted shares;
    • establish performance goals and performance periods; and
    • make all other determinations necessary or advisable to administer the LTIPs.

Eligibility. All employees of G-P and its subsidiaries are eligible to participate in the LTIPs. Directors who are not employees are not entitled to participate in the LTIPs. We do not currently intend to grant awards under the Georgia-Pacific Group LTIP to employees of The Timber Company or to grant awards under the The Timber Company LTIP to employees of the Georgia-Pacific Group. However, the Committee may grant awards under both LTIPs to certain officers and key employees of G-P who have responsibilities for both the Georgia-Pacific Group and The Timber Company. As of March 24, 2000, there were approximately 60,000 employees of G-P.

Limitations on Transfer. No award granted under the LTIPs may be transferred except by will or by the laws of descent and distribution. Restricted shares are not transferable until the restriction period expires. The Committee may permit transfers where it concludes that such transfer:
    • does not result in accelerated taxation;
    • does not cause any stock option intended to be an incentive stock option to fail to qualify as such; and

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    • is otherwise appropriate and desirable, taking into account any state or federal tax or securities laws.

Termination and Amendment. The Board of Directors may at any time terminate the LTIPs and may at any time amend or modify the LTIPs in any respect, except as provided below. No amendment, modification, or termination of the LTIPs may in any manner adversely affect the rights of any participant without the consent of the participant or reduce the exercise price or extend the term of an outstanding option. The Board also may not change any performance goal, or increase the compensation payable for the achievement of a performance goal already established under a performance award. Additionally, the Board may not, without the approval of G-P's shareholders:
    • increase any of the award limitations described below;
    • extend the term of the LTIPs; or
    • effect any other change that requires the approval of the shareholders under applicable law or regulation.

Adjustments. The limitations described below with respect to the number of shares that may be granted pursuant to awards under the LTIPs are subject to adjustment in the event of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other similar change.

Change of Control. If a “change of control” occurs as determined under the LTIPs:
    • all awards granted under the LTIPs will be vested and become immediately exercisable;
    • any performance goals to which awards are subject will automatically be deemed satisified as to the maximum number of shares or options issuable or cash payable and any compensation under such awards will be immediately vested and payable;
    • all awards will become non-cancellable;
    • the Committee may, under certain circumstances, permit participants to elect to receive payment in cash in lieu of receiving Georgia-Pacific Group Stock or The Timber Company Stock; and
    • in the event a participant is terminated following a change of control for any reason other than death or retirement, the participant's stock options will remain exercisable until the earlier of 90 days from termination or expiration of the stock option.

Stock Options. A stock option award grants to the optionee the right to buy a specified number of shares of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be, at a fixed price subject to such terms and conditions as the Committee may determine. Incentive stock options are intended to be treated as such within the meaning of Section 422 of the Code. All stock options that do not qualify as incentive stock options are nonqualified stock options, and do not have the special income tax advantages associated with incentive stock options.

Exercise Price. The exercise price of all options is determined by the Committee at the time of grant, but the exercise price of any stock option may not be less than 100% of the fair market value of the underlying stock on the date of grant.

Payment. Each option may be exercised in whole, at any time, or in part, from time to time, within the period for exercise set forth in the related option agreement. The exercise price is payable at the Committee's discretion:
    • in cash;
    • in shares of common stock of the same class of stock that is being purchased;
    • by a combination of cash and stock; or
    • by any other method that the Committee deems appropriate.

Limitations. Under the LTIPs the maximum number of shares that may be granted in any one year

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to an individual employee, with respect to stock options, is 600,000 shares.

Restricted Shares. A grant of restricted shares under either LTIP is an award of shares of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be, that are subject to restrictions on transfer, or other incidents of ownership, for the periods of time as the Committee may determine. Certificates representing restricted shares are held by G-P during the applicable period of the restriction. During this period, the beneficial owner of the restricted shares cannot transfer those shares. The beneficial owner is entitled to vote his restricted shares and to retain cash dividends that may be paid on such shares during the time of the restriction.

Limitations. The maximum number of restricted shares that may be granted in any one year to an individual employee under the LTIPs is 75,000.

Performance Awards. A performance award is a right granted to an employee to receive cash, options, restricted shares or unrestricted shares of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be. This compensation is not issued to the employee until after he or she satisfies certain performance goals during the applicable performance period as established by the Committee.

Factors. The Committee bases the performance goals on one or more objective factors, such as increases in the market price of the applicable common stock, sales, return on equity, assets or capital, earnings per share, earnings and market share. These performance goals may be different for individual participants or may be based, in whole or in part, on the performance of a division, department, line of business or subsidiary of G-P or the performance of G-P as a whole.

Receipt of a Performance Award. To be entitled to receive a performance award, an employee must remain in the employment of G-P or its subsidiaries through the end of the performance period and meet their specific performance goals. The Committee may, in its sole discretion, allow for exceptions to the continued employment requirement. At the discretion of the Committee, a performance award may provide for deferral of vesting and/or transfer rights based on the satisfaction of specified terms and conditions, in addition to satisfaction of the performance goals.

Limitations. The maximum number of shares with respect to performance awards that may be granted in any one year to an individual employee under the LTIPs is 150,000 shares. Under both plans, the value of performance awards granted in any year which are payable in cash may not exceed $2.5 million to any individual employee as determined on the date the award is granted.

The total number of shares of restricted stock and performance award shares that may be granted under the Georgia-Pacific Group LTIP may not exceed 1,125,000 shares. The total number of shares of restricted stock and performance award shares that may be issued under the The Timber Company LTIP may not exceed 575,000 shares.

Dividend Equivalents. An award of dividend equivalents consists of the right to receive dividends declared and paid on all or a portion of the number of shares of stock subject to a specified award, as determined by the Committee. The Committee may provide that dividend equivalents are to be paid or distributed when accrued, or deemed to have been reinvested in additional shares of stock.

Description of the Proposed Amendments

The amendment to each of the LTIPs will increase the number of shares of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be, reserved for issuance under the LTIPs. The Georgia-Pacific Group LTIP currently provides that the maximum number of shares of Georgia-Pacific Group Stock reserved for issuance is 9,000,000. The

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amendment would increase this amount by 7,000,000 shares to 16,000,000 shares. The Timber Company LTIP currently provides that the maximum number of shares of The Timber Company Stock reserved for issuance is 2,300,000. The amendment would increase this amount by 1,500,000 shares to 3,800,00 shares.

We are also amending the LTIPs to increase the term of the LTIPs from 5 to 10 years. The LTIPs will terminate by their terms on November 4, 2007 if the amendment is approved.

United States Federal Income Tax Consequences of Grants under the LTIPs

Nonqualified Stock Options. For federal income tax purposes, no income is recognized by a participant upon the grant of a nonqualified stock option under the LTIPs. Upon the exercise of a nonqualified stock option, however, compensation taxable as ordinary income will be realized by the participant in an amount equal to the excess of the fair market value of a share of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be, on the date of such exercise over the exercise price. A subsequent sale or exchange of such shares will result in gain or loss measured by the difference between: (i) the exercise price, increased by any compensation reported upon the participant's exercise of the option, and (ii) the amount realized on such sale or exchange. Such gain or loss will be capital in nature if the shares were held as a capital asset. See “Maximum Capital Gains Rates” below.

G-P generally is entitled to a deduction (subject to the provisions of Section 162(m) of the Code) for compensation paid to a participant at the same time and in the same amount as the participant is considered to have realized compensation by reason of the exercise of an option.

Incentive Stock Options. Generally, for federal income tax purposes, no income is recognized by the participant upon the grant or exercise of an incentive stock option. If shares of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be, are issued to a participant pursuant to the exercise of an incentive stock option granted under the LTIPs, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant of the option or within one year after the transfer of such shares to the participant, then (a) upon sale of such shares, any amount realized in excess of the option price will be taxed to such participant as a capital gain (see “Maximum Capital Gains Rates” below) and any loss sustained will be a capital loss, and (b) no deduction will be allowed to G-P for federal income tax purposes. Upon exercise of an incentive stock option, the participant may be subject to alternative minimum tax on certain items of tax preference.

If shares of Georgia-Pacific Group Stock or The Timber Company Stock, as the case may be, acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two years from grant/one year from transfer holding period, generally (a) the participant will realize ordinary income in the year of disposition in the amount equal to the excess (if any) of the fair market value of the shares at exercise (or, if less, the amount realized on the disposition of the shares) over the option price thereof, and (b) G-P will be entitled to deduct such amount (subject to the provisions of Section 162(m) of the Code). Any further gain or loss realized will be taxed as capital gain or loss, which will be taxed at rates which depend on how long such shares were held (see “Maximum Capital Gains Rates” below), and will not result in any deduction by G-P. If an incentive stock option is exercised at a time when it no longer qualifies as an incentive stock option, the option is treated as a nonqualified stock option.

Restricted Shares; Performance Awards. Awards of restricted shares generally will not result in taxable income to the employee for federal income tax purposes at the time of the grant. A recipient of restricted shares generally will receive compensation

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subject to tax at ordinary income rates on the fair market value of the shares at the time the restricted shares are no longer subject to forfeiture. However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of the grant will have ordinary taxable income on the date of the grant equal to the fair market value of the restricted shares as if such shares were unrestricted and could be sold immediately. If the restricted shares subject to such election are forfeited, the recipient will not be entitled to any deduction, refund or loss for tax purposes with respect to the forfeited shares. Upon sale of the restricted shares after the forfeiture period has expired, the recipient's holding period for purposes of calculating the tax on capital gains and losses begins when the restriction period expires, and the tax basis will be equal to the fair market value of the restricted shares on the date the restriction period expires. However, if the recipient timely elects to be taxed as of the date of the grant, the holding period commences on the date of the grant and the tax basis will be equal to the fair market value of the restricted shares on the date of the grant as if such shares were then unrestricted and could be sold immediately.

The award of a performance award generally will not result in taxable income to the employee for federal income tax purposes at the time of grant. A recipient of a performance award generally will be subject to tax at the same time and in the same manner as applicable to recipients of restricted shares as described above.

G-P is generally entitled to a deduction (subject to the provisions of Section 162(m) of the Code) for compensation paid to a participant in the same amount as the participant is considered to have realized compensation with respect to restricted shares or a performance award.

Maximum Capital Gains Rates. Capital gains recognized by recipients generally will be subject to a maximum federal income tax rate of 20% if the shares sold or exchanged are held for more than 12 months. However, if the holding period of shares begins after December 31, 2000, and such shares are held for more than 5 years, the maximum capital gains rate for federal income tax purposes for recipients on the sale or exchange of such shares generally will be 18%. If an option was held on or before December 31, 2000, then shares acquired pursuant to an exercise of that option will not qualify for such 18% maximum rate, regardless of when such shares are acquired.

Limits on Deductions. Under Section 162(m) of the Code, the amount of compensation paid to the Chief Executive Officer and the four other most highly paid executive officers of G-P in the year for which a deduction is claimed by G-P (including its subsidiaries) is limited to $1 million per person, except that compensation that is performance-based will be excluded for purposes of calculating the amount of compensation subject to this $1 million limitation. The ability of G-P to claim a deduction for compensation paid to any other executive officer or employee of G-P (including its subsidiaries) is not affected by this provision.

The Committee will attempt to structure awards under the LTIPs which will qualify as performance-based within the meaning of Section 162(m) of the Code. However, our policy is to maximize long-term shareholder value, and tax deductibility is only one factor considered in setting compensation. Such categorization depends upon the shareholders approving the LTIPs and assumes that the provisions of the plans relating to stock options and performance shares are complied with. With respect to any awards under the LTIPs that are not performance-based, any amounts for which G-P may claim a deduction will be subject to the limitations on deductibility in Section 162(m) of the Code.

Benefits to Named Executive Officers

Awards under the LTIPs are made at the Committee's discretion and are based on G-P's performance. Accordingly, future awards (“new plan

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benefits”) under the LTIPs are not determinable at this time. See “Compensation Committee Report,” “Summary Compensation Table,” “Option and Performance Rights Grants in 1999” and “Long-Term Incentive Plan-Awards” for detailed information on awards to certain executive officers under the LTIPs during the most recent fiscal year.

Shareholder Approval

The Board has carefully considered Proposal 3 and believes that its approval is in the best interests of G-P and its shareholders. The Board recommends that you vote FOR the amendments to the LTIPs.

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Transactions with Directors

Mr. Carswell is Of Counsel to the law firm of Shearman &Sterling, New York, New York. Shearman &Sterling performed legal services for G-P in 1999, and it is anticipated that it will perform legal services for G-P in 2000.

Independent Public Accountants

Arthur Andersen LLP has audited the accounts of G-P and its subsidiaries since 1948 and will continue in that capacity during 2000. A representative of Arthur Andersen LLP will be present at the Annual Meeting with the opportunity to make a statement and will be available to respond to appropriate questions.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires G-P's directors and executive officers to file with the Securities and Exchange Commission and the New York Stock Exchange reports of changes in ownership of Common Stock. Securities and Exchange Commission regulations require that such directors and executive officers furnish to G-P copies of all Section 16(a) reports they file. To G-P's knowledge, based solely on review of the copies of such reports furnished to G-P and written representations that no other reports were required, except as noted below, all of its officers and directors complied with applicable Section 16(a) filing requirements during the fiscal year ended January 1, 2000. Due to a record keeping error at G-P, Mr. Kelly's Form 3 dated July 23, 1999 failed to indicate that he received 399 shares of each of Georgia-Pacific Group Stock and The Timber Company Stock upon becoming a director of G-P. A Form 4 was filed to reflect such shares.

Atlanta, Georgia
March 24, 2000

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G-P's 1999 Annual Report to Shareholders, which includes audited financial statements for Georgia-Pacific Group and The Timber Company, and audited 1999 consolidated financial statements for G-P have been mailed to shareholders with this Proxy Statement. Neither the 1999 Annual Report nor the 1999 consolidated financial statements form any part of the material for the solicitation of proxies.

A copy of G-P's 1999 Annual Report on Form 10-K to the Securities and Exchange Commission will be supplied without charge upon request. Annual Statistical Updates are also available. Requests for such information should be directed to:

Investor Relations
Georgia-Pacific Corporation
P. O. Box 105605
Atlanta, Georgia 30348
(404) 652-5555

EVA is a registered trademark of Stern Stewart & Co.

Printed on Georgia-Pacific Financial Opaque 27 lb. book.

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  (Georgia-Pacific logo)

Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303

GEORGIA-PACIFIC GROUP

2000 EMPLOYEE STOCK PURCHASE PLAN

GEORGIA-PACIFIC GROUP
2000 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

ii

GEORGIA-PACIFIC GROUP
2000 EMPLOYEE STOCK PURCHASE PLAN

§ 1. Purpose

The primary purpose of this Plan is to encourage Stock ownership by each Eligible Employee of Georgia-Pacific and each Subsidiary by permitting the purchase of Stock on a discounted basis. Georgia-Pacific intends that this Plan constitute an “employee stock purchase plan” within the meaning of § 423 of the Code and, further, intends that any ambiguity in this Plan or any related offering be resolved to effect such intent.

§ 2. Definitions

2.1. Account shall mean the separate bookkeeping account which shall be established and maintained by the Plan Administrator for each Participant for each Purchase Period to record the payroll deductions made on his or her behalf to purchase Stock under this Plan.

2.2. Authorization shall mean the participation election and payroll deduction authorization form which an Eligible Employee shall be required to properly complete in writing (or in any other form acceptable to the Plan Administrator) and timely file with the Plan Administrator before the end of an Offering Period in order to participate in this Plan for the related Purchase Period and which shall require an Eligible Employee to provide such information and to take such action as the Plan Administrator in his or her discretion deems necessary or helpful to the orderly administration of this Plan.

2.3. Board shall mean the Board of Directors of Georgia-Pacific.

2.4. Code shall mean the Internal Revenue Code of 1986, as amended.

2.5. Eligible Employee shall mean each employee of Georgia-Pacific or a Subsidiary except:

(a) an employee who customarily is employed (within the meaning of Code § 423(b)(4)(B)) 20 hours or less per week by Georgia-Pacific or such Subsidiary,

(b) an employee who customarily is employed (within the meaning of Code § 423(b)(4)(C)) for not more than 5 months in any calendar year by Georgia-Pacific or such Subsidiary, and

1

(c) an employee who would own (immediately after the grant of an option under this Plan) stock possessing 5% or more of the total combined voting power or value of all classes of stock of Georgia-Pacific based on the rules set forth in § 423(b)(3) and § 424 of the Code.

2.6. Exercise Date shall mean for each Purchase Period the last day of such Purchase Period.

2.7. Fair Market Value shall mean, as of any date, the mean between the high and low sales prices of a share of Stock on that date as reported in the record of Composite Transactions for New York Stock Exchange listed securities and printed in The Wall Street Journal or in any successor to The Wall Street Journal or, if there is no such successor, any similar publication selected by the Plan Administrator. If the date of determination is not a trading date on the New York Stock Exchange, Fair Market Value shall be determined using the high and low sales prices of a share of Stock on the next preceding trading date. The Fair Market Value shall be rounded to the nearest whole cent (with 0.5 cent being rounded to the next higher whole cent).

2.8. Georgia-Pacific shall mean Georgia-Pacific Corporation, a corporation incorporated under the laws of the State of Georgia, and any successor to Georgia-Pacific.

2.9. Offering Period shall mean, with respect to the initial Offering Period, the period beginning on May 8, 2000 and ending on June 5, 2000 and, with respect to each subsequent Offering Period, the period beginning on the date determined by the Plan Administrator which precedes the related Purchase Period and which shall continue for no more than 31 days.

2.10. Option Price shall mean for each Purchase Period the lesser of (i) 90% of the Fair Market Value for a share of Stock on the first day of such Purchase Period or (ii) 90% of the Fair Market Value for a share of Stock on the last day of such Purchase Period.

2.11. Participant shall mean for each Purchase Period an Eligible Employee who has satisfied the requirements set forth in § 4 of this Plan for such Purchase Period.

2.12. Participating Employer shall for each Participant, as of any date, mean Georgia-Pacific or a Subsidiary, whichever employs such Participant as of such date.

2.13. Plan shall mean this Georgia-Pacific Group 2000 Employee Stock Purchase Plan, as amended from time to time.

2

2.14. Plan Administrator shall mean the Senior Vice President - Human Resources or his or her delegate.

2.15. Purchase Period shall mean, with respect to the initial Purchase Period, the 12 month period beginning on July 1, 2000 and, with respect to each subsequent Purchase Period, the 12 month period beginning on the date determined by the Plan Administrator, which date shall be the first day of the second calendar month which immediately follows the end of the related Offering Period.

2.16. Stock shall mean Georgia-Pacific Corporation - Georgia-Pacific Group Common Stock.

2.17. Subsidiary shall mean for each Purchase Period

(a) each domestic corporation (other than North American Timber Corp. and Georgia Temp, Inc.) which as of the first day of an Offering Period is in an unbroken chain of corporations beginning with Georgia-Pacific in which each domestic corporation in such chain (except for the last corporation in such chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; and

(b) each foreign corporation in which Georgia-Pacific owns stock possessing 50% or more of the total combined voting power of all classes of stock and which is listed prior to each Offering Period by the Plan Administrator on Appendix A to this Plan.

§ 3. Offerings

Options to purchase shares of Stock shall be offered to Participants in accordance with this Plan during three Offering Periods; provided, however, there shall be no more than one Offering Period in effect at any time and no more than one Purchase Period in effect at any time. There shall be a total of 8,550,000 shares of Stock available under this Plan, 2,850,000 of which shall be available with respect to the initial Offering Period and no less than 2,850,000 of which shall be available with respect to each of the remaining two Offering Periods. Such shares of Stock shall be available for purchase from Georgia-Pacific upon the exercise of such options, and any shares of Stock which are subject to options granted as of the first day of a Purchase Period but which are not purchased on the related Exercise Date shall again become available under this Plan.

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§ 4. Participation

Each person who is an Eligible Employee on the first day of an Offering Period shall satisfy the requirements to be a Participant in this Plan for the related Purchase Period if

(a) he or she properly completes and files an Authorization with the Plan Administrator on or before the last day of such Offering Period to purchase shares of Stock, and

(b) his or her employment as an Eligible Employee continues throughout the period which begins on the first day of such Offering Period and ends on the first day of the related Purchase Period (for this purpose, employment as an Eligible Employee shall not be treated as interrupted by a transfer directly between Georgia-Pacific and any Subsidiary or between one Subsidiary and another Subsidiary).

A Participant’s status as such shall terminate for a Purchase Period (for which he or she has an effective Authorization) at such time as his or her Account has been withdrawn under § 9, § 10, § 11, § 12 or § 13 or the purchases and distributions contemplated under § 7 with respect to his or her Account have been completed, whichever comes first.

§ 5. Granting of Options

(a) General Rule. Subject to subsections (b) and (c) below, each person who is a Participant for a Purchase Period automatically shall be granted an option on the first day of such Purchase Period to purchase at the Option Price a maximum number of whole shares of Stock determined by dividing $25,000 by the Fair Market Value of a share of Stock on the first day of such Purchase Period.

(b) Statutory Limitation. No option granted under this Plan to any Eligible Employee shall permit his or her rights to purchase shares of Stock under this Plan or under any other employee stock purchase plan (within the meaning of § 423 of the Code) or any other shares of Stock under any other employee stock purchase plans (within the meaning of § 423 of the Code) of Georgia-Pacific and any of its subsidiaries (within the meaning of § 424(f) of the Code) to accrue (within the meaning of § 423(b)(8) of the Code) at a rate which exceeds $25,000 of the Fair Market Value of such Stock for any calendar year. Such Fair Market Value shall be determined as of the first day of the Purchase Period for which the option is granted.

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(c) Available Shares of Stock. If the number of shares of Stock available for purchase for any Purchase Period is insufficient to cover the number of shares which Participants have elected to purchase through effective Authorizations, then each Participant’s option to purchase shares of Stock for such Purchase Period shall be reduced to the number of shares of Stock which the Plan Administrator shall determine by multiplying the number of shares of Stock for which such Participant would have been granted an option if sufficient shares were available by a fraction, the numerator of which shall be the number of shares of Stock available for options for such Purchase Period and the denominator of which shall be the total number of shares of Stock for which options would have been granted to all Participants if sufficient shares were available.

§ 6. Payroll Deductions

(a) Initial Authorization. Each Participant’s Authorization shall specify the specific dollar amount which he or she authorizes his or her Participating Employer to deduct from his or her compensation each pay period (determined in accordance with such Participating Employer’s standard payroll policies and practices) during the Purchase Period for which such Authorization is in effect, provided

(1) the minimum amount deducted from a Participant’s compensation during each pay period in a Purchase Period shall not be less than $600 divided by the number of pay periods in the Purchase Period; and

(2) the maximum amount deducted from a Participant’s compensation during each pay period shall not be more than the lesser of (i) $22,500 (90% of the $25,000 maximum) divided by the number of pay periods in the Purchase Period, (ii) such lower amount which is set by the Plan Administrator before the beginning of a Purchase Period, or (iii) such Participant’s net pay after all other withholdings.

(b) Subsequent Authorization. A Participant shall have the right to make one amendment to an Authorization after the end of an Offering Period to stop the payroll deductions which he or she previously had authorized for the related Purchase Period, and such amendment shall be effective with the next possible payroll period (determined in accordance with the Participating Employer’s payroll practices and policies regarding cut-off dates for payroll changes) after the Plan Administrator actually receives such amended Authorization.

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(c) Account Credits, General Assets and Taxes. All payroll deductions made for a Participant shall be credited to his or her Account as of the pay day as of which the deduction is made. All payroll deductions shall be held by Georgia-Pacific, by Georgia-Pacific’s agent or by one, or more than one, Subsidiary (as determined by the Plan Administrator ) as part of the general assets of Georgia-Pacific or any such Subsidiary, and each Participant’s right to the payroll deductions credited to his or her Account shall be those of a general and unsecured creditor. Georgia-Pacific, Georgia-Pacific’s agent or such Subsidiary shall have the right to withhold on payroll deductions to the extent such person deems necessary or appropriate to satisfy applicable tax laws.

(d) No Cash Payments. Except as provided for in § 11 and § 12, a Participant (or beneficiary) may not make any contribution to his or her Account except through payroll deductions made in accordance with this § 6.

§ 7. Exercise of Option

(a) General Rule. Unless a Participant files an amended Authorization under § 9 on or before the Exercise Date for a Purchase Period, his or her option shall be exercised automatically on such Exercise Date for the purchase of as many whole shares of Stock subject to such option as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock, provided that he or she is an Eligible Employee on such Exercise Date.

(b) Automatic Refund. If a Participant’s Account has a remaining balance after his or her option has been exercised as of an Exercise Date under this § 7, such balance automatically shall be refunded to the Participant in cash (without interest) as soon as practicable following such Exercise Date.

§ 8. Delivery

A stock certificate representing all shares of Stock purchased upon the exercise of an option under this Plan shall be held for the Participant by a broker-dealer designated by the Plan Administrator or, at the Participant’s direction and expense, delivered to the Participant (or any person who makes a claim through a Participant), and shall be registered in his or her name; provided, however, Georgia-Pacific shall not have any obligation to deliver a certificate to a Participant which represents a fractional share of Stock. No Participant (or any person who makes a claim through a Participant) shall have any interest in any shares of Stock subject to an option until such option has been exercised and the related shares of Stock actually have been delivered to such person or have been transferred to an account for such person at a broker-dealer

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designated by the Plan Administrator. The Plan Administrator shall have the discretion to satisfy Georgia-Pacific’s obligations hereunder with newly issued shares or shares previously issued and outstanding that have been repurchased by Georgia-Pacific.

§ 9. Voluntary Account Withdrawal

A Participant may elect to withdraw the entire balance credited to his or her Account for a Purchase Period by completing and filing an amended Authorization with the Plan Administrator before the Exercise Date for such period. If a Participant makes such a withdrawal election, no further payroll deductions shall be made on his or her behalf and such balance shall be paid to him or her in cash (without interest) at the next possible payroll period (determined in accordance with the Participating Employer’s payroll practices and policies regarding cut-off dates for payroll changes).

§ 10. Termination of Employment

If a Participant’s employment as an Eligible Employee terminates on or before the Exercise Date for a Purchase Period for any reason whatsoever, his or her Account shall (subject to § 11 and § 12) be distributed as if he or she had elected to withdraw his or her Account in cash under § 9 immediately before the date his or her employment had so terminated. However, if a Participant is transferred directly between Georgia-Pacific and a Subsidiary or between one Subsidiary and another Subsidiary while he or she has an Authorization in effect, his or her employment shall not be treated as terminated merely by reason of such transfer and any such Authorization shall (subject to all the terms and conditions of this Plan) remain in effect after such transfer for the remainder of the Purchase Period.

§ 11. Retirement or Disability

If a Participant retires or becomes disabled within three months before the Exercise Date for a Purchase Period, he or she may elect prior to such Exercise Date to (i) make a cash lump sum payment to his or her Account in an amount equal to the unpaid balance under his or her Authorization as then in effect for such Purchase Period, (ii) purchase at the end of the Purchase Period the number of whole shares of Stock as the balance credited to the Participant’s Account as of that date will purchase at the Option Price for such shares of Stock, or (iii) withdraw the entire balance credited to his or her Account for such Purchase Period in accordance with § 9. In the event a Participant elects to make a cash lump sum payment to his or her Account, his or her option shall be exercised automatically on the Exercise Date for such Purchase Period for the purchase of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock as if he or she is an Eligible Employee on such Exercise Date. In the event a Participant fails to make a timely election under this § 11, his or her Account shall be distributed as

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if he or she had elected to withdraw the entire balance credited to his or her Account in cash under § 9 immediately before the date he or she retired.

For purposes of this § 11, “retire” or “retirement” shall mean a Participant’s voluntary or involuntary termination with the Company and all of its affiliates (within the meaning of Code § 1563(a), except that for such affiliate determination, the phrase “ at least 50%” shall be substituted for “at least 80%” in Code § § 1563(a)(1) and (a)(2)(A)) at a time when he or she has attained at least age 65 or attained at least age 55 and accrued 5 years of service for vesting purposes under Georgia-Pacific’s qualified benefit plans covering him or her, provided that termination for “cause” as determined by Georgia-Pacific shall not be considered retirement under this Plan.

For purposes of this § 11, a Participant’s date of “disability” shall be the last day of his or her short-term medical leave period under Georgia-Pacific’s policy providing paid medical leave for salaried employees who are medically unable to work because of injury or illness (or the last day of a period determined as if the Participant were a salaried employee entitled to such short-term medical leave), and a Participant shall be deemed “disabled” at such time only if the Participant would be “totally disabled” pursuant to the standards set forth in the Georgia-Pacific Corporation Salaried Long-Term Disability Plan whether or not he or she is covered under that plan.

§ 12. Death

If a Participant’s employment terminates due to his or her death before the Exercise Date for a Purchase Period, his or her beneficiary may elect before the Exercise Date to (i) make a cash lump sum payment to the Participant’s Account in an amount equal to the unpaid balance under the Participant’s Authorization as then in effect for such Purchase Period, (ii) purchase at the end of the Purchase Period the number of whole shares of Stock as the balance credited to the Participant’s Account as of that date will purchase at the Option Price for such shares of Stock, or (iii) withdraw the entire balance credited to the Participant’s Account for such Purchase Period in accordance with §  9 . In the event a Participant’s beneficiary elects to make a cash lump sum payment to the Participant’s Account, the Participant’s option shall be exercised automatically on the Exercise Date for such Purchase Period for the purchase of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock as if the Participant is an Eligible Employee on such Exercise Date. In the event a beneficiary fails to make a timely election under this § 12, the Participant’s Account shall be distributed as if the Participant had elected to withdraw his or her Account in cash under § 9 immediately before the date he or she died.

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§ 13. Temporary Layoff and Authorized Leave of Absence

Any amounts being deducted from a Participant’s compensation under his or her Authorization for a Purchase Period shall be suspended during a period of temporary layoff or authorized leave of absence without pay. If the Participant returns to active service prior to the last payroll period in the Purchase Period, his or her payroll deductions shall be commenced or resumed. The Participant’s option shall be exercised automatically on the Exercise Date for such Purchase Period for the purchase of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock provided he or she is an Eligible Employee on such Exercise Date.

For purposes of this Plan, a Participant on a temporary layoff or authorized leave of absence shall be deemed to be terminated from his or her employment with Georgia-Pacific and all of its affiliates if such layoff or leave exceeds a period of 90 consecutive days (unless the Participant’s right to reemployment is guaranteed either by statute or by contract). At the end of such 90 day period, such Participant shall have his or her Account distributed as if he or she had elected to withdraw his or her Account in cash under § 9 immediately before the date his or her employment had so terminated.

§ 14. Hardship Withdrawals From 401(k) Plans

If a Participant receives a hardship withdrawal pursuant to the provisions of a qualified retirement plan subject to Code § 401(k), any amounts being deducted from such Participant’s compensation under his or her Authorization shall be suspended for a period of twelve consecutive months following such withdrawal. If such suspension is in effect on the last day of an Offering Period, any Authorization filed by an Eligible Employee during such Offering Period shall be null and void and of no effect.

§ 15. Administration

The Plan Administrator shall be responsible for the administration of this Plan and shall have the power to interpret this Plan and to take such other action as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the duty to perform an administrative function is delegated shall act on behalf of the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if any, of any such Eligible Employee or Participant under this Plan.

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§ 16. Transferability

Neither the balance credited to a Participant’s Account nor any rights to the exercise of an option or to receive shares of Stock under this Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by any other person during his or her lifetime, and any attempt to do so shall be without effect; provided, however, that the Plan Administrator in its absolute discretion may treat any such action as an election by a Participant to withdraw the balance credited to his or her Account in accordance with § 9.

§ 17. Adjustment

The number of shares of Stock covered by outstanding options granted pursuant to this Plan and the related Option Price and the number of shares of Stock available under this Plan automatically shall be adjusted by the Plan Administrator in a manner to fully and fairly reflect any change in the capitalization of Georgia-Pacific, including, but not limited to, such changes as dividends paid in the form of Stock or Stock splits. Furthermore, the Plan Administrator automatically shall adjust (in a manner which satisfies the requirements of § 424(a) of the Code) the number of shares of Stock available under this Plan and the number of shares of Stock covered by options granted under this Plan and the related Option Prices in the event of any corporate transaction described in § 424(a) of the Code. An adjustment made under this § 17 by the Plan Administrator shall be conclusive and binding on all affected persons.

§ 18. Securities Registration

If Georgia-Pacific shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statutes, any shares of Stock with respect to which an option shall have been exercised under this Plan or to qualify any such shares of Stock for an exemption from any such statutes, Georgia-Pacific shall take such action at its own expense before delivery of any certificate representing such shares of Stock. If shares of Stock are listed on any national stock exchange at the time an option to purchase shares of Stock is exercised under this Plan, Georgia-Pacific whenever required shall register shares of Stock for which such option is exercised under the Securities Exchange Act of 1934, as amended, and shall make prompt application for the listing on such national stock exchange of such shares, all at the expense of Georgia-Pacific.

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§ 19. Amendment or Termination

This Plan may be amended by the Plan Administrator from time to time to the extent that the Plan Administrator deems necessary or appropriate in light of, and consistent with, § 423 of the Code and the laws of the State of Georgia, and any such amendment shall be subject to the approval of Georgia-Pacific’s shareholders to the extent such approval is required under § 423 of the Code or the laws of the State of Georgia. The Plan Administrator also may terminate this Plan or any offering made under this Plan at any time; provided, however, the Plan Administrator shall not have the right to modify, cancel, or amend any option outstanding after the beginning of a Purchase Period unless (1) each Participant consents in writing to such modification, amendment or cancellation, (2) such modification only accelerates the Exercise Date for the related Purchase Period, or (3) the Plan Administrator acting in good faith deems that such action is required under applicable law.

§ 20. Notices

All Authorizations and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been filed with the Plan Administrator when actually received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt of such Authorizations and communications.

§ 21. Employment

No offer under this Plan shall constitute an offer of employment, and no acceptance of an offer under this Plan shall constitute an employment agreement. Any such offer or acceptance shall have no bearing whatsoever on the employment relationship between any Eligible Employee and Georgia-Pacific or any subsidiary of Georgia-Pacific, including a Subsidiary. Finally, no Eligible Employee shall be induced to participate in this Plan by the expectation of employment or continued employment.

§ 22. Headings, References and Construction

The headings to sections in this Plan have been included for convenience of reference only. Except as otherwise expressly indicated, all references to sections (§) in this Plan shall be to sections (§) of this Plan. This Plan shall be interpreted and construed in accordance with the laws of the State of Georgia.

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§ 23. Shareholder Approval

The Plan is subject to the approval by the holders of the majority of the outstanding shares of Stock within 12 months before or after the date of adoption of the Plan by the Board. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled.

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THE TIMBER COMPANY

2000 EMPLOYEE STOCK PURCHASE PLAN

THE TIMBER COMPANY
2000 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

ii

THE TIMBER COMPANY
2000 EMPLOYEE STOCK PURCHASE PLAN

§ 1. Purpose

The primary purpose of this Plan is to encourage Stock ownership by each Eligible Employee of the Company by permitting the purchase of Stock on a discounted basis. The Company intends that this Plan constitute an “employee stock purchase plan” within the meaning of § 423 of the Code and, further, intends that any ambiguity in this Plan or any related offering be resolved to effect such intent.

§ 2. Definitions

2.1. Account shall mean the separate bookkeeping account which shall be established and maintained by the Plan Administrator for each Participant for each Purchase Period to record the payroll deductions made on his or her behalf to purchase Stock under this Plan.

2.2. Authorization shall mean the participation election and payroll deduction authorization form which an Eligible Employee shall be required to properly complete in writing (or in any other form acceptable to the Plan Administrator) and timely file with the Plan Administrator before the end of an Offering Period in order to participate in this Plan for the related Purchase Period and which shall require an Eligible Employee to provide such information and to take such action as the Plan Administrator in his or her discretion deems necessary or helpful to the orderly administration of this Plan.

2.3. Board shall mean the Board of Directors of Georgia-Pacific.

2.4. Code shall mean the Internal Revenue Code of 1986, as amended.

2.5. Company shall mean North American Timber Corp., a wholly owned subsidiary of Georgia-Pacific and a corporation incorporated under the laws of the State of Delaware, and any successor thereto.

2.6. Eligible Employee shall mean each employee of the Company except:

(a) an employee who customarily is employed (within the meaning of Code § 423(b)(4)(B)) 20 hours or less per week by the Company,

(b) an employee who customarily is employed (within the meaning of Code § 423(b)(4)(C)) for not more than 5 months in any calendar year by the Company, and

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(c) an employee who would own (immediately after the grant of an option under this Plan) stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company based on the rules set forth in § 423(b)(3) and § 424 of the Code.

2.7. Exercise Date shall mean for each Purchase Period the last day of such Purchase Period.

2.8. Fair Market Value shall mean, as of any date, the mean between the high and low sales prices of a share of Stock on that date as reported in the record of Composite Transactions for New York Stock Exchange listed securities and printed in The Wall Street Journal or in any successor to The Wall Street Journal or, if there is no such successor, any similar publication selected by the Plan Administrator. If the date of determination is not a trading date on the New York Stock Exchange, Fair Market Value shall be determined using the high and low sales prices of a share of Stock on the next preceding trading date. The Fair Market Value shall be rounded to the nearest whole cent (with 0.5 cent being rounded to the next higher whole cent).

2.9. Georgia-Pacific shall mean Georgia-Pacific Corporation, a corporation incorporated under the laws of the State of Georgia, and any successor to Georgia-Pacific.

2.10. Offering Period shall mean, with respect to the initial Offering Period, the period beginning on May 8, 2000 and ending on June 5, 2000 and, with respect to each subsequent Offering Period, the period beginning on the date determined by the Plan Administrator which precedes the related Purchase Period and which shall continue for no more than 31 days.

2.11. Option Price shall mean for each Purchase Period the lesser of (i) 90% of the Fair Market Value for a share of Stock on the first day of such Purchase Period, or (ii) 90% of the Fair Market Value for a share of Stock on the last day of such Purchase Period.

2.12. Participant shall mean for each Purchase Period an Eligible Employee who has satisfied the requirements set forth in § 4 of this Plan for such Purchase Period.

2.13. Plan shall mean The Timber Company 2000 Employee Stock Purchase Plan, as amended from time to time.

2.14. Plan Administrator shall mean the Senior Vice President - Human Resources of Georgia-Pacific or his or her delegate.

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2.15. Purchase Period shall mean, with respect to the initial Purchase Period, the 12 month period beginning on July 1, 2000 and, with respect to each subsequent Purchase Period, the 12 month period beginning on the date determined by the Plan Administrator, which date shall be the first day of the second calendar month which immediately follows the end of the related Offering Period.

2.16. Stock shall mean Georgia-Pacific Corporation - Timber Group Common Stock.

§ 3. Offerings

Options to purchase shares of Stock shall be offered to Participants in accordance with this Plan during three Offering Periods; provided, however, there shall be no more than one Offering Period in effect at any time and no more than one Purchase Period in effect at any time. There shall be a total of 1,500,000 shares of Stock available under this Plan, 500,000 of which shall be available with respect to the initial Offering Period and no less than 500,000 of which shall be available with respect to each of the remaining two Offering Periods. Such shares of Stock shall be available for purchase from Georgia-Pacific upon the exercise of such options, and any shares of Stock which are subject to options granted as of the first day of a Purchase Period but which are not purchased on the related Exercise Date shall again become available under this Plan.

§ 4. Participation

Each person who is an Eligible Employee on the first day of an Offering Period shall satisfy the requirements to be a Participant in this Plan for the related Purchase Period if

(a) he or she properly completes and files an Authorization with the Plan Administrator on or before the last day of such Offering Period to purchase shares of Stock, and

(b) his or her employment as an Eligible Employee continues throughout the period which begins on the first day of such Offering Period and ends on the first day of the related Purchase Period.

A Participant’s status as such shall terminate for a Purchase Period (for which he or she has an effective Authorization) at such time as his or her Account has been withdrawn under § 9, § 10, § 11, § 12 or § 13 or the purchases and distributions contemplated under § 7 with respect to his or her Account have been completed, whichever comes first.

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§ 5. Granting of Options

(a) General Rule. Subject to subsections (b) and (c) below, each person who is a Participant for a Purchase Period automatically shall be granted an option on the first day of such Purchase Period to purchase at the Option Price a maximum number of whole shares of Stock determined by dividing $25,000 by the Fair Market Value of a share of Stock on the first day of such Purchase Period.

(b) Statutory Limitation. No option granted under this Plan to any Eligible Employee shall permit his or her rights to purchase shares of Stock under this Plan or under any other employee stock purchase plan (within the meaning of § 423 of the Code) or any other shares of Stock under any other employee stock purchase plans (within the meaning of § 423 of the Code) of Georgia-Pacific and any of its subsidiaries (within the meaning of § 424(f) of the Code) to accrue (within the meaning of § 423(b)(8) of the Code) at a rate which exceeds $25,000 of the Fair Market Value of such Stock for any calendar year. Such Fair Market Value shall be determined as of the first day of the Purchase Period for which the option is granted.

(c) Available Shares of Stock. If the number of shares of Stock available for purchase for any Purchase Period is insufficient to cover the number of shares which Participants have elected to purchase through effective Authorizations, then each Participant’s option to purchase shares of Stock for such Purchase Period shall be reduced to the number of shares of Stock which the Plan Administrator shall determine by multiplying the number of shares of Stock for which such Participant would have been granted an option if sufficient shares were available by a fraction, the numerator of which shall be the number of shares of Stock available for options for such Purchase Period and the denominator of which shall be the total number of shares of Stock for which options would have been granted to all Participants if sufficient shares were available.

§ 6. Payroll Deductions

(a) Initial Authorization. Each Participant’s Authorization shall specify the specific dollar amount which he or she authorizes the Company to deduct from his or her compensation each pay period (determined in accordance with the Company’s standard payroll policies and practices) during the Purchase Period for which such Authorization is in effect, provided

(1) the minimum amount deducted from a Participant’s compensation during each pay period in a Purchase Period shall not be less than

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$600 divided by the number of pay periods in the Purchase Period; and

(2) the maximum amount deducted from a Participant’s compensation during each pay period shall not be more than the lesser of (i) $22,500 (90% of the $25,000 maximum) divided by the number of pay periods in the Purchase Period, (ii) such lower amount which is set by the Plan Administrator before the beginning of a Purchase Period, or (iii) such Participant’s net pay after all other withholdings.

(b) Subsequent Authorization. A Participant shall have the right to make one amendment to an Authorization after the end of an Offering Period to stop the payroll deductions which he or she previously had authorized for the related Purchase Period, and such amendment shall be effective with the next possible payroll period (determined in accordance with the Company’s payroll practices and policies regarding cut-off dates for payroll changes) after the Plan Administrator actually receives such amended Authorization.

(c) Account Credits, General Assets and Taxes. All payroll deductions made for a Participant shall be credited to his or her Account as of the pay day as of which the deduction is made. All payroll deductions shall be held by the Company, by the Company’s agent (as determined by the Plan Administrator ) as part of the general assets of the Company, and each Participant’s right to the payroll deductions credited to his or her Account shall be those of a general and unsecured creditor. The Company or it’s agent shall have the right to withhold on payroll deductions to the extent such person deems necessary or appropriate to satisfy applicable tax laws.

(d) No Cash Payments. Except as provided for in § 11 and § 12, a Participant (or beneficiary) may not make any contribution to his or her Account except through payroll deductions made in accordance with this § 6.

§ 7. Exercise of Option

(a) General Rule. Unless a Participant files an amended Authorization under § 9 on or before the Exercise Date for a Purchase Period, his or her option shall be exercised automatically on such Exercise Date for the purchase of as many whole shares of Stock subject to such option as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock, provided that he or she is an Eligible Employee on such Exercise Date.

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(b) Automatic Refund. If a Participant’s Account has a remaining balance after his or her option has been exercised as of an Exercise Date under this § 7, such balance automatically shall be refunded to the Participant in cash (without interest) as soon as practicable following such Exercise Date.

§ 8. Delivery

A stock certificate representing all shares of Stock purchased upon the exercise of an option under this Plan shall be held for the Participant by a broker-dealer designated by the Plan Administrator or, at the Participant’s direction and expense, delivered to the Participant (or any person who makes a claim through a Participant), and shall be registered in his or her name; provided, however, Georgia-Pacific shall not have any obligation to deliver a certificate to a Participant which represents a fractional share of Stock. No Participant (or any person who makes a claim through a Participant) shall have any interest in any shares of Stock subject to an option until such option has been exercised and the related shares of Stock actually have been delivered to such person or have been transferred to an account for such person at a broker-dealer designated by the Plan Administrator. The Plan Administrator shall have the discretion to satisfy Georgia-Pacific’s obligations hereunder with newly issued shares or shares previously issued and outstanding that have been repurchased by Georgia-Pacific.

§ 9. Voluntary Account Withdrawal

A Participant may elect to withdraw the entire balance credited to his or her Account for a Purchase Period by completing and filing an amended Authorization with the Plan Administrator before the Exercise Date for such period. If a Participant makes such a withdrawal election, no further payroll deductions shall be made on his or her behalf and such balance shall be paid to him or her in cash (without interest) at the next possible payroll period (determined in accordance with the Company’s payroll practices and policies regarding cut-off dates for payroll changes).

§ 10. Termination of Employment

If a Participant’s employment as an Eligible Employee terminates on or before the Exercise Date for a Purchase Period for any reason whatsoever, his or her Account shall (subject to § 11 and § 12) be distributed as if he or she had elected to withdraw his or her Account in cash under § 9 immediately before the date his or her employment had so terminated.

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§ 11. Retirement or Disability

If a Participant retires or becomes disabled within three months before the Exercise Date for a Purchase Period, he or she may elect prior to such Exercise Date to (i) make a cash lump sum payment to his or her Account in an amount equal to the unpaid balance under his or her Authorization as then in effect for such Purchase Period, (ii) purchase at the end of the Purchase Period the number of whole shares of Stock as the balance credited to the Participant’s Account as of that date will purchase at the Option Price for such shares of Stock, or (iii) withdraw the entire balance credited to his or her Account for such Purchase Period in accordance with § 9. In the event a Participant elects to make a cash lump sum payment to his or her Account, his or her option shall be exercised automatically on the Exercise Date for such Purchase Period for the purchase of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock as if he or she is an Eligible Employee on such Exercise Date. In the event a Participant fails to make a timely election under this § 11, his or her Account shall be distributed as if he or she had elected to withdraw the entire balance credited to his or her Account in cash under § 9 immediately before the date he or she retired.

For purposes of this § 11, “retire” or “retirement” shall mean a Participant’s voluntary or involuntary termination with the Company and all of its affiliates (within the meaning of Code § 1563(a), except that for such affiliate determination, the phrase “ at least 50%” shall be substituted for “at least 80%” in Code § § 1563(a)(1) and (a)(2)(A)) at a time when he or she has attained at least age 65 or attained at least age 55 and accrued 5 years of service for vesting purposes under Georgia-Pacific’s qualified benefit plans covering him or her, provided that termination for “cause” as determined by the Company shall not be considered retirement under this Plan.

For purposes of this § 11, a Participant’s date of “disability” shall be the last day of his or her short-term medical leave period under Georgia-Pacific’s policy providing paid medical leave for salaried employees who are medically unable to work because of injury or illness (or the last day of a period determined as if the Participant were a salaried employee entitled to such short-term medical leave), and a Participant shall be deemed “disabled” at such time only if the Participant would be “totally disabled” pursuant to the standards set forth in the Georgia-Pacific Corporation Salaried Long-Term Disability Plan whether or not he or she is covered under that plan.

§ 12. Death

If a Participant’s employment terminates due to his or her death before the Exercise Date for a Purchase Period, his or her beneficiary may elect before the Exercise Date to (i) make a cash lump sum payment to the Participant’s Account in an amount equal to the unpaid balance under the Participant’s Authorization as then in

7

effect for such Purchase Period, (ii) purchase at the end of the Purchase Period the number of whole shares of Stock as the balance credited to the Participant’s Account as of that date will purchase at the Option Price for such shares of Stock, or (iii) withdraw the entire balance credited to the Participant’s Account for such Purchase Period in accordance with §  9 . In the event a Participant’s beneficiary elects to make a cash lump sum payment to the Participant’s Account, the Participant’s option shall be exercised automatically on the Exercise Date for such Purchase Period for the purchase of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock as if the Participant is an Eligible Employee on such Exercise Date. In the event a beneficiary fails to make a timely election under this § 12, the Participant’s Account shall be distributed as if the Participant had elected to withdraw his or her Account in cash under § 9 immediately before the date he or she died.

§ 13. Temporary Layoff and Authorized Leave of Absence

Any amounts being deducted from a Participant’s compensation under his or her Authorization for a Purchase Period shall be suspended during a period of temporary layoff or authorized leave of absence without pay. If the Participant returns to active service prior to the last payroll period in the Purchase Period, his or her payroll deductions shall be commenced or resumed. The Participant’s option shall be exercised automatically on the Exercise Date for such Purchase Period for the purchase of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Option Price for such shares of Stock provided he or she is an Eligible Employee on such Exercise Date.

For purposes of this Plan, a Participant on a temporary layoff or authorized leave of absence shall be deemed to be terminated from his or her employment with the Company if such layoff or leave exceeds a period of 90 consecutive days (unless the Participant’s right to reemployment is guaranteed either by statute or by contract). At the end of such 90 day period, such Participant shall have his or her Account distributed as if he or she had elected to withdraw his or her Account in cash under § 9 immediately before the date his or her employment had so terminated.

§ 14. Hardship Withdrawals From 401(k) Plans

If a Participant receives a hardship withdrawal pursuant to the provisions of a qualified retirement plan subject to Code § 401(k), any amounts being deducted from such Participant’s compensation under his or her Authorization shall be suspended for a period of twelve consecutive months following such withdrawal. If such suspension is in effect on the last day of an Offering Period, any Authorization filed by an Eligible Employee during such Offering Period shall be null and void and of no effect.

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§ 15. Administration

The Plan Administrator shall be responsible for the administration of this Plan and shall have the power to interpret this Plan and to take such other action as the Plan Administrator deems necessary or equitable under the circumstances. The Plan Administrator also shall have the power to delegate the duty to perform such administrative functions as the Plan Administrator deems appropriate under the circumstances. Any person to whom the duty to perform an administrative function is delegated shall act on behalf of the Plan Administrator for such function. Any action or inaction by or on behalf of the Plan Administrator under this Plan shall be final and binding on each Eligible Employee, each Participant and on each other person who makes a claim under this Plan based on the rights, if any, of any such Eligible Employee or Participant under this Plan.

§ 16. Transferability

Neither the balance credited to a Participant’s Account nor any rights to the exercise of an option or to receive shares of Stock under this Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by any other person during his or her lifetime, and any attempt to do so shall be without effect; provided, however, that the Plan Administrator in its absolute discretion may treat any such action as an election by a Participant to withdraw the balance credited to his or her Account in accordance with § 9.

§ 17. Adjustment

The number of shares of Stock covered by outstanding options granted pursuant to this Plan and the related Option Price and the number of shares of Stock available under this Plan automatically shall be adjusted by the Plan Administrator in a manner to fully and fairly reflect any change in the capitalization of Georgia-Pacific affecting the Stock, including, but not limited to, such changes as dividends paid in the form of Stock or Stock splits. Furthermore, the Plan Administrator automatically shall adjust (in a manner which satisfies the requirements of § 424(a) of the Code) the number of shares of Stock available under this Plan and the number of shares of Stock covered by options granted under this Plan and the related Option Prices in the event of any corporate transaction described in § 424(a) of the Code. An adjustment made under this § 17 by the Plan Administrator shall be conclusive and binding on all affected persons.

9

§ 18. Securities Registration

If Georgia-Pacific shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statutes, any shares of Stock with respect to which an option shall have been exercised under this Plan or to qualify any such shares of Stock for an exemption from any such statutes, Georgia-Pacific shall take such action at its own expense before delivery of any certificate representing such shares of Stock. If shares of Stock are listed on any national stock exchange at the time an option to purchase shares of Stock is exercised under this Plan, Georgia-Pacific whenever required shall register shares of Stock for which such option is exercised under the Securities Exchange Act of 1934, as amended, and shall make prompt application for the listing on such national stock exchange of such shares, all at the expense of Georgia-Pacific.

§ 19. Amendment or Termination

This Plan may be amended by the Plan Administrator from time to time to the extent that the Plan Administrator deems necessary or appropriate in light of, and consistent with, § 423 of the Code and the laws of the State of Georgia, and any such amendment shall be subject to the approval of Georgia-Pacific’s shareholders to the extent such approval is required under § 423 of the Code or the laws of the State of Georgia. The Plan Administrator also may terminate this Plan or any offering made under this Plan at any time; provided, however, the Plan Administrator shall not have the right to modify, cancel, or amend any option outstanding after the beginning of a Purchase Period unless (1) each Participant consents in writing to such modification, amendment or cancellation, (2) such modification only accelerates the Exercise Date for the related Purchase Period, or (3) the Plan Administrator acting in good faith deems that such action is required under applicable law.

§ 20. Notices

All Authorizations and other communications from a Participant to the Plan Administrator under, or in connection with, this Plan shall be deemed to have been filed with the Plan Administrator when actually received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt of such Authorizations and communications.

§ 21. Employment

No offer under this Plan shall constitute an offer of employment, and no acceptance of an offer under this Plan shall constitute an employment agreement. Any such offer or acceptance shall have no bearing whatsoever on the employment

10

relationship between any Eligible Employee and the Company, Georgia-Pacific or any subsidiary of Georgia-Pacific. Finally, no Eligible Employee shall be induced to participate in this Plan by the expectation of employment or continued employment.

§ 22. Headings, References and Construction

The headings to sections in this Plan have been included for convenience of reference only. Except as otherwise expressly indicated, all references to sections (§) in this Plan shall be to sections (§) of this Plan. This Plan shall be interpreted and construed in accordance with the laws of the State of Georgia.

§ 23. Shareholder Approval

The Plan is subject to the approval by the holders of the majority of the outstanding shares of Stock within 12 months before or after the date of adoption of the Plan by the Board. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled.

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AMENDMENT NUMBER TWO

TO THE

GEORGIA-PACIFIC CORPORATION

GEORGIA-PACIFIC GROUP

1997 LONG-TERM INCENTIVE PLAN

WHEREAS, pursuant to Section 8 of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan (“Plan”), the Board of Directors of Georgia-Pacific Corporation (“Corporation”) has reserved the right, with the approval of the shareholders of the Corporation, to amend the Plan to increase the number of shares available for grants and to extend the term of the Plan; and

WHEREAS, the Board desires to amend the Plan to increase the number of shares available for the grant of Awards under the Plan by an additional 7,000,000 shares and to extend the term of the Plan for an additional five years;

NOW THEREFORE, the Board hereby amends the Plan as follows effective as of the date of shareholder approval:

1. Section 4(b) of the Plan is amended to read as follows:

“(b) Plan Limitations. Subject to adjustment in accordance with the provisions of Sections 4(d) and 9, the total number of shares of Common Stock with respect to which Awards of Options, Restricted Shares and/or unrestricted Common Stock may be granted under the Plan may not exceed 16,000,000 shares, provided, however, that the total number of Restricted Shares and Performance Award shares that may be granted as Awards under this Plan may not exceed 4,000,000 shares.”

2. The third full sentence in Section 16 of the Plan is amended to read as follows:

“No new Awards shall be granted under this Plan after the tenth anniversary of the Effective Date.”

AMENDMENT NUMBER ONE

TO THE

GEORGIA-PACIFIC CORPORATION

TIMBER GROUP

1997 LONG-TERM INCENTIVE PLAN

WHEREAS, pursuant to Section 8 of the Georgia-Pacific Corporation/Timber Group 1997 Long-Term Incentive Plan (“Plan”), the Board of Directors of Georgia-Pacific Corporation (“Corporation”) has reserved the right, with the approval of the shareholders of the Corporation, to amend the Plan to increase the number of shares available for grants and to extend the term of the Plan; and

WHEREAS, the Board desires to amend the Plan to increase the number of shares available for the grant of Awards under the Plan by an additional 1,500,000 shares and to extend the term of the Plan for an additional five years;

NOW THEREFORE, the Board hereby amends the Plan as follows effective as of the date of shareholder approval:

1. Section 4(b) of the Plan is amended to read as follows:

“(b) Plan Limitations. Subject to adjustment in accordance with the provisions of Sections 4(d) and 9, the total number of shares of Common Stock with respect to which Awards of Options, Restricted Shares and/or unrestricted Common Stock may be granted under the Plan may not exceed 3,800,000 shares, provided, however, that the total number of Restricted Shares and Performance Award shares that may be granted as Awards under this Plan may not exceed 950,000 shares.”

2. The third full sentence in Section 16 of the Plan is amended to read as follows:

“No new Awards shall be granted under this Plan after the tenth anniversary of the Effective Date.”

 

(Georgia-Pacific logo appears here)

Georgia-Pacific Corporation Proxy Solicited by the Board of Directors for Annual Meeting of Shareholders May 2, 2000 IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET PLEASE READ THE INSTRUCTIONS BELOW Georgia-Pacific Corporation encourages you to take advantage of new and convenient ways to vote your shares for matters to be covered at the 2000 Annual Meeting of Shareholders. Please take the opportunity to use one of the three voting methods described below to cast your ballot. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number, which is located below and then follow the simple instructions the Vote Voice provides you. VOTE BY INTERNET - www.proxyvote.com Use the internet to vote your proxy 24 hours a day, 7 days a week. Have your proxy card in hand when you access the web site. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and create an electronic ballot. VOTE BY MAIL - Mark and sign below as your name appears at left. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. Each joint owner or trustee should sign the proxy. If the shareholder is a corporation, the office of the person signing should be indicated.

GEORGIA-PACIFIC CORPORATION 133 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30303

IF YOU VOTE BY PHONE OR USING THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY. THANK YOU FOR VOTING.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

GEOCOA

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

GEORGIA-PACIFIC GROUP

GEORGIA-PACIFIC CORPORATION Proxy Solicited by the Board of Directors For Annual Meeting May 2, 2000

The undersigned hereby appoints A.D. Correll, James F. Kelley and/or Kenneth F. Khoury, jointly and severally, proxies with full power of substitution, to vote all shares of Georgia-Pacific Group common stock of GEORGIA-PACIFIC CORPORATION owned of record by the undersigned, and which the undersigned is entitled to vote on all matters that may come before the 2000 Annual Meeting of Shareholders to be held at the Radisson Riverfront Hotel, 2 Tenth Street, Augusta, Georgia, on May 2, 2000 at 11:00 a.m., local time, and any adjournments thereof, unless otherwise specified herein. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR ALL" NOMINEES NAMED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 and 3. At the present time, the Board of Directors knows of no other business to be presented to a vote of the shareholders at the Annual Meeting. However, the proxies hereby are authorized to vote in their discretion on (i) the election of any person as director if a director nominee named in Proposal 1 is unable to serve or for good cause will not serve, and (ii) on matters incident to the conduct of the Annual Meeting.

Receipt of the Notice of Meeting, Proxy Statement and Annual Report is hereby acknowledged.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF PROPOSALS 1-3.

Election of Directors

1. Nominees in Class I: 01) Jane Evans, 02) Richard V. Giordano, 03) M. Douglas Ivester, 04) Dr. Louis W. Sullivan

For All

Withhold All

For All Except

To withhold authority to vote, mark "For All Except" and write the nominee's number on the line below.

0

0

0

Nominee in Class III: 01) James P. Kelly

Vote On Proposals

For

Against

Abstain

2. Proposal to approve the Georgia-Pacific Group 2000 Employee Stock Purchase Plan and The Timber Company 2000 Employee Stock Purchase Plan

0

0

0

0

I plan to attend the Annual Meeting

3. Proposal to approve the amendments to the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long-Term Incentive Plan and the Georgia-Pacific Corporation/Timber Group 1997 Long-Term Incentive Plan

0

0

0

0

Change of Address on Reverse Side.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

ADMISSION TICKET

ANNUAL MEETING OF SHAREHOLDERS

If you plan to attend the 2000 Annual Meeting of Shareholders, please mark the appropriate box on the reverse side of the attached Proxy Card. The meeting will be held on Tuesday, May 2, 2000, at the Radisson Riverfront Hotel, 2 Tenth Street, Augusta, Georgia. The meeting will begin promptly at 11:00 a.m. local time.

TO AVOID DELAY AT THE ENTRANCE, PLEASE PRESENT THIS TICKET

AGENDA:

ELECTION OF FIVE DIRECTORS

VOTE ON THE GEORGIA-PACIFIC GROUP 2000 EMPLOYEE STOCK PURCHASE

PLAN AND THE TIMBER COMPANY 2000 EMPLOYEE STOCK PURCHASE PLAN

VOTE ON THE AMENDMENTS TO THE GEORGIA-PACIFIC CORPORATION/GEORGIA-PACIFIC GROUP 1997 LONG-TERM INCENTIVE PLAN AND THE GEORGIA-PACIFIC CORPORATION/TIMBER GROUP 1997 LONG-TERM INCENTIVE PLAN

TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person.
To make sure your shares are represented, we urge you to complete and mail the attached Proxy Card.

				GEOCOB
			Change of Address: _________________________________ _________________________________ _________________________________ (If you have written in the above space, please mark the corresponding box on the reverse side of this card.)