0001193125-05-021654 Sample Contracts

GEORGIA-PACIFIC CORPORATION LONG-TERM INCENTIVE PLAN STOCK SAR AWARD AGREEMENT
Stock Sar Award Agreement • February 8th, 2005 • Georgia Pacific Corp • Papers & allied products • Georgia

WHEREAS, Georgia-Pacific Corporation wishes to give the Participant an opportunity to participate in the appreciation in the value of its Common Stock;

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GEORGIA-PACIFIC CORPORATION LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE GRANT AGREEMENT
Performance Share Grant Agreement • February 8th, 2005 • Georgia Pacific Corp • Papers & allied products • Georgia

THIS AGREEMENT, dated as of the Grant Date stated above, by and between Georgia-Pacific Corporation (the “Corporation”) and the Grantee;

GEORGIA-PACIFIC CORPORATION LONG-TERM INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS, SEPTEMBER 17, 1997 APPROVED BY THE SHAREHOLDERS, DECEMBER 16, 1997 (As Amended)
Georgia Pacific Corp • February 8th, 2005 • Papers & allied products • Georgia

Georgia-Pacific Corporation (the “Company”) hereby adopts this Georgia- Pacific Corporation Long-Term Incentive Plan, which was approved by its Board of Directors on September 17, 1997, subject to further approval by the Company’s shareholders (the “Plan”). The purposes of the Plan are to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional executive personnel and other key employees for the Company and its Subsidiaries (as defined below), (b) motivating such employees by means of performance-related incentives to achieve long-range performance goals and (c) enabling such employees to participate in the long-term growth and financial success of the Company.

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