2000 Employee Stock Purchase Plan - Georgia-Pacific Corp.


                              GEORGIA-PACIFIC GROUP

                        2000 EMPLOYEE STOCK PURCHASE PLAN




                              GEORGIA-PACIFIC GROUP
                        2000 EMPLOYEE STOCK PURCHASE PLAN


                                TABLE OF CONTENTS


Section                                                                    Page
-------                                                                    -----

ss. 1.               Purpose                                                  1

ss. 2.               Definitions                                              1
2..1                 Account                                                  1
2.2                  Authorization                                            1
2.3                  Board                                                    1
2.4                  Code                                                     1
2.5                  Eligible Employee                                        1
2.6                  Exercise Date                                            2
2.7                  Fair Market Value                                        2
2.8                  Georgia-Pacific                                          2
2.9                  Offering Period                                          2
2.10                 Option Price                                             2
2.11                 Participant                                              2
2.12                 Participating Employer                                   2
2.13                 Plan                                                     2
2.14                 Plan Administrator                                       2
2.15                 Purchase Period                                          3
2.16                 Stock                                                    3
2.17                 Subsidiary                                               3
ss. 3                Offerings                                                3
ss. 4                Participation                                            4
ss. 5                Granting of Options                                      4
(a)                  General Rule                                             4
(b)                  Statutory Limitation                                     4
(c)                  Available Shares of Stock                                5
ss. 6.               Payroll Deductions                                       5
(a)                  Initial Authorization                                    5
(b)                  Subsequent Authorization                                 5
(c)                  Account Credits, General Assets and Taxes                6
(d)                  No Cash Payments                                         6
ss. 7.               Exercise of Option                                       6
(a)                  General Rule                                             6
(c)                  Automatic Refund                                         6
ss. 8.               Delivery                                                 6
ss. 9.               Voluntary Account Withdrawal                             7


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Section                                                                                    Page
-------                                                                                    -----
                                                                                      

ss. 10.                          Termination of Employment                                   7
ss. 11.                          Retirement or Disability                                    7
ss. 12.                          Death                                                       8
ss. 13.                          Temporary Layoff and Authorized Leave of                    9
                                   Absence
ss. 14.                          Hardship Withdrawals From 401(k) Plans                      9
ss. 15.                          Administration                                              9
ss. 16.                          Transferability                                             9
ss. 17.                          Adjustment                                                  10
ss. 18.                          Securities Registration                                     10
ss. 19.                          Amendment or Termination                                    11
ss. 20.                          Notices                                                     11
ss. 21.                          Employment                                                  11
ss. 22.                          Headings, References and Construction                       11
ss. 23.                          Shareholder Approval                                        12




                                       ii






                              GEORGIA-PACIFIC GROUP
                        2000 EMPLOYEE STOCK PURCHASE PLAN


ss. 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 ss. 423 of
the Code and, further, intends that any ambiguity in this Plan or any related
offering be resolved to effect such intent.


ss. 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 ss. 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 ss. 423(b)(4)(C)) for not more than 5 months in any
         calendar year by Georgia-Pacific or such Subsidiary, and

                  (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


                                       1


         power or value of all classes of stock of Georgia-Pacific based on the
         rules set forth in ss. 423(b)(3) and ss. 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 ss. 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.

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

                                      -2-


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.


ss. 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.



                                      -3-




ss. 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 ss. 9, ss. 10, ss. 11, ss. 12 or ss. 13 or the purchases
and distributions contemplated under ss. 7 with respect to his or her Account
have been completed, whichever comes first.

ss. 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 ss. 423 of the Code) or any other shares of
         Stock under any other employee stock purchase plans (within the meaning
         of ss. 423 of the Code) of Georgia-Pacific and any of its subsidiaries
         (within the meaning of ss. 424(f) of the Code) to accrue (within the
         meaning of ss. 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.


                                      -4-






                  (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.


ss. 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.



                                      -5-





                  (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 ss. 11 and ss.
         12, a Participant (or beneficiary) may not make any contribution to his
         or her Account except through payroll deductions made in accordance
         with this ss. 6.

ss. 7.   EXERCISE OF OPTION

                  (a) General Rule. Unless a Participant files an amended
         Authorization under ss. 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 ss. 7, such balance automatically shall be
         refunded to the Participant in cash (without interest) as soon as
         practicable following such Exercise Date.

ss. 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

                                      -6-



to satisfy Georgia-Pacific's obligations hereunder with newly issued shares or
shares previously issued and outstanding that have been repurchased by
Georgia-Pacific.


ss. 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).

ss. 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 ss. 11 and ss. 12) be distributed as if he or she
had elected to withdraw his or her Account in cash under ss. 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.

ss. 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 ss. 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 ss. 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 ss. 9 immediately
before the date he or she retired.

                                      -7-


         For purposes of this ss. 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 ss. 1563(a), except that for such
affiliate determination, the phrase 'at least 50%' shall be substituted for 'at
least 80%' in Code ss. ss. 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 ss. 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.

ss. 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 ss. 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 ss. 12, the
Participant's Account shall be distributed as if the Participant had elected to
withdraw his or her Account in cash under ss. 9 immediately before the date he
or she died.



                                      -8-




ss. 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 ss. 9
immediately before the date his or her employment had so terminated.

ss. 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 ss. 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.

ss. 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.

ss. 16.    TRANSFERABILITY

                                      -9-


         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 ss. 9.

ss. 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 ss. 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 ss. 424(a) of the Code. An adjustment made under this
ss. 17 by the Plan Administrator shall be conclusive and binding on all affected
persons.


ss. 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.


                                      -10-





ss. 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, ss. 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 ss.
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.


ss. 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.

ss. 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.

ss. 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 (ss.) in this Plan shall be to sections (ss.) of this
Plan. This Plan shall be interpreted and construed in accordance with the laws
of the State of Georgia.


                                      -11-




ss. 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.


                                      -12-