Executive Supplemental Retirement Plan Agreement

EXECUTIVE RETIREMENT AGREEMENT

AGREEMENT entered into this day of , 197, and becoming effective as of the first day of , 197, between GEORGIA-PACIFIC CORPORATION, a Georgia corporation, having its principal office in Portland, Oregon (hereinafter referred to as "G-P"), and (hereinafter referred to as "Employee").

WHEREAS, Employee is and will be rendering valuable services to G-P and its subsidiaries, and G-P desires to receive the benefit of Employee's continued loyalty, service and counsel and to assist Employee in providing for the contingencies of death, disability and old age dependency.

IT IS HEREBY AGREED:

1. Provided the conditions of continued employment of Employee by G-P and/or its subsidiaries as set forth in Paragraph 2 of this Agreement are met, G-P agrees to make annual payments (Retirement Payments) to Employee or to Employee's surviving spouse as hereinafter provided for.

2. Employee shall be entitled to Retirement Payments, payable as provided in Paragraph 3 and computed per Paragraph 4, at the earliest of:

(a) Employee's attainment of age 55 or older after fifteen (15) years continuous service with G-P and/or its subsidiaries;

(b) Employee's attainment of the age of 65 after continuous service with G-P and/or its subsidiaries from the date of this Agreement;

(c) Death or disability of Employee after ten (10) years continuous service with G-P and/or its subsidiaries.

3. G-P shall commence payment of annual Retirement Payments to Employee or Employee's spouse, as the case may be, on the first day of the month following the earliest occurrence of the following events:

(a) The death of the Employee.

(b) The disability of the Employee.

(c) The Employee's termination of employment with G-P and its subsidiaries, or the Employee's attainment of the age sixty-two (62) years, whichever last occurs.

and shall continue making such payments annually on the first day of such month until the death of the Employee and the Employee's surviving spouse.

4. (a) Except as hereinafter limited in amount, the normal annual Retirement Payment to the Employee shall be in an amount equal to one tenth (1/10th) of the total of Employee's compensation for the last sixty (60) full calendar months of employment by G-P and/or its subsidiaries preceding termination of employment, consisting of cash salary, (i) less an adjustment computed in accordance with Paragraph 4(d) below, and (ii) less the sum of all other annual retirement and pension benefits, regardless of when earned (but not including FICA benefits), if any, the entitlement to which arose from Employee's employment by other than G-P and/or its subsidiaries.

(b) If Employee, at the age of 62, or at the age of retirement, whichever is the later, has a spouse who survives the Employee, such spouse, upon the death of the Employee, shall be entitled to payment of annual Retirement Payments for the rest of such spouse's lifetime, each in an amount equal to one half of the annual Retirement Payment as was being paid to the Employee prior to death, or, if the Employee dies prior to commencement of payment of Retirement Payments, one half of the annual Retirement Payment as would have been payable to the Employee, but for the Employee's death adjusted as provided in Paragraph 4(c).

(c) In the event of the disability or death after ten (10) years of continuous service of Employee prior to commencement of receipt of Retirement Payments hereunder, the amount of the annual Retirement Payment to the Employee in the event of such disability or to the Employee's spouse, in the event of such death, shall be a percentage of the normal Retirement Payment provided for in 4(a) or 4(b) hereof, as the case may be, as follows:

Age of Employee at Death or Disability

64 — 100%

63 — 100%

62 — 100%

61 — 94%

60 — 88%

59 — 82%

58 — 76%

57 — 70%

56 — 64%

55 — 58%

54 and prior — 50%

(d) The amount of any annual Retirement Payment hereunder shall be reduced by the annual benefits as could be afforded by application of Employee's Distributable Interest (less any forfeiture) in the Georgia-Pacific Corporation's Stock Bonus Plan at the time of termination of employment to furnishing of a joint annuity with 50% to surviving spouse, actuarially computed employing the methods and assumptions which are relevant to the valuation of such joint annuity and which are published by the Pension Benefit Guaranty Corporation, and which were in use for plan terminations occurring six months prior to the time Retirement Payments first become payable hereunder.

5. Notwithstanding any other provisions of this Agreement, Employee shall forfeit Employee's entitlement to annual Retirement Payments if Employee, within a period of five (5) years of Employee's termination of employment by G-P and its subsidiaries, whether by retirement or otherwise, is employed in the United States by another employer which, combined with its subsidiaries, has annual sales of $5,000,000 or more and who competes with G-P or its subsidiaries in the lumber, plywood, pulp, paper or chemical business.

6. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between G-P and Employee, or Employee's spouse, or any other person. This Agreement does not create any escrow account, trust fund or any other form of asset segregation. Any annual Retirement Payments due under the provisions of this Agreement shall be paid from the general funds of G-P. To the extent any person acquires a right to receive payments from G-P under this Agreement, such right shall be no greater than the right of any unsecured general creditor of G-P.

7. The right of Employee or any other person to annual Retirement Payments under this Agreement shall not be subject to the claims of their creditors or others, nor to legal process, and shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution.

8. Nothing contained herein shall be construed as conferring upon Employee the right to continue in the employ of G-P and/or its subsidiaries as an executive or in any other capacity.

9. The annual Retirement Payments provided for by this Agreement shall not constitute "compensation" for purposes of computing compensation for the Georgia-Pacific Stock Bonus Plan or any other qualified deferred compensation plan.

10. The Board of Directors of G-P shall have full power and authority to interpret, construe and administer this Agreement and the Board's interpretation and construction thereof, and actions thereunder shall be binding and conclusive on all persons for all purposes. No member of the Board shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Agreement unless attributable to his own willful misconduct or lack of good faith.

11. This Agreement shall be binding upon and inure to the benefit of G-P and its subsidiaries, its successors and assigns, and to the Employee and Employee's heirs, executors, administrators and legal representatives.

12. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon.

13. Any notices required by this Agreement shall be sent as follows:

If to: Employee:

G-P: Georgia-Pacific Corporation
900 S.W. Fifth Avenue
Portland, Oregon 97204
Attention: Chairman and Chief Executive Officer

IN WITNESS WHEREOF, G-P caused this Agreement to be executed by its duly authorized officers and Employee has hereunto set his/her hand as of the date first above written.