<PAGE>
EXHIBIT 4(l)
INCORPORATED UNDER THE LAWS -------------------------
OF THE STATE OF GEORGIA
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GPC SHARES
NO.
---------- CUSIP 373298 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
GEORGIA-PACIFIC CORPORATION
GEORGIA-PACIFIC GROUP
This certifies that
[GEORGIA
PACIFIC
LOGO
APPEARS
HERE]
is the owner of
full paid and non-assessable share, of the par value of eighty cents
each, of the common stock of Georgia-Pacific Corporation transferable in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless countersigned by
the Transfer Agent and registered by the Registrar.
Witness, the signatures of the duly authorized officers of the
Corporation.
Dated
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT GEORGIA-PACIFIC CORPORATION
AND REGISTRAR
BY
/s/ Kenneth Khoumy /s/ S. Farrell
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AUTHORIZED OFFICER SECRETARY CHAIRMAN
This certificate also evidences and entitles the holder thereof to
certain Rights as set forth in the Amended and Restated Rights Agreement between
Georgia-Pacific Corporation (the "Company") and First Chicago Trust Company of
New York (the "Rights Agent") dated as of December 16 1997 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal office of the stock transfer
administration office of the Rights Agent. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on behalf of such
Person or by any subsequent holder, may become null and void.
<PAGE>
GEORGIA-PACIFIC CORPORATION
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER OF THE CORPORATION UPON
REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF (A) THE DESIGNATIONS,
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF
STOCK OF THE CORPORATION AUTHORIZED TO BE ISSUED, (B) THE VARIATIONS IN THE
RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OF PREFERRED
STOCK, WITHOUT PAR VALUE, OF THE CORPORATION SO FAR AS SUCH RIGHTS AND
PREFERENCES HAVE BEEN FIXED AND DETERMINED AND (C) THE AUTHORITY OF THE BOARD OF
DIRECTORS OF THE CORPORATION TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES, SUCH REQUESTS MAY BE ADDRESSED TO THE TRANSFER
AGENT NAMED ON THE FACE OF THIS CERTIFICATE OR TO THE SECRETARY OF THE
CORPORATION IN ATLANTA, GEORGIA.
ALL SHARES OF COMMON STOCK, PAR VALUE EIGHTY CENTS PER SHARE, OF THE
CORPORATION ARE SUBORDINATE TO AUTHORIZED SHARES OF PREFERRED STOCK, WITHOUT PAR
VALUE, OF THE CORPORATION WITH RESPECT TO DIVIDENDS AND AMOUNTS PAYABLE ON
LIQUIDATION.
------------
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN --as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT-- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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NOTICE THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN "ELIGIBLE GUARANTOR INSTITUTION" WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO
RULE 17Ad-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SIGNATURE(S) GUARANTEED BY:
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