OFFICER  RETIREMENT AGREEMENT

                         -----------------------------





          THIS AGREEMENT entered into this ___ day of _____________, ____, and

becoming effective as of the ______ day of _____________, ____ between GEORGIA-

PACIFIC CORPORATION, a Georgia corporation, having its principal office in

Atlanta, Georgia (hereinafter referred to as "G-P"), and .............

(hereinafter referred to as "Officer");



                             W I T N E S S E T H :

                             - - - - - - - - - -



          WHEREAS, Officer is and will be rendering valuable services to G-P and

its Affiliates (as defined in Paragraph 9(f)), and G-P desires to receive the

benefit of Officer's continued loyalty, service and counsel and to assist

Officer in providing for the contingencies of death, disability and old age

dependency;



                              IT IS HEREBY AGREED:



     1.   General.

          -------



          G-P agrees to make monthly payments ("Retirement Payments") to Officer

or to Officer's eligible Surviving Spouse or Survivor(s) (as defined in this

Agreement) pursuant to the provisions of this Agreement, provided that the

applicable eligibility conditions set forth in Paragraphs 2 through 7 of this

Agreement are met.



     2.   Normal Retirement.

          -----------------



          (a)  "Normal Retirement" shall mean Officer's termination of

employment after attaining age sixty-five (65) and having been continuously

employed by G-P and/or its

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Affiliates (as defined in Paragraph 9(f)) from the date of this Agreement (or

any predecessor agreement described in Paragraph 18) through his/her date of

termination. For purposes of this Paragraph 2(a), employment with an Affiliate

shall be counted only for periods during which the Affiliate met the definition

of "Affiliate" in Paragraph 9(f).



          (b)  Normal Retirement Payments (determined as provided in Paragraph

2(c)) to Officer shall commence on the first day of the month following the last

day for which Officer receives either vacation pay or base salary after

termination of employment with G-P and its Affiliates ("pay-through date").

Such payments shall be made monthly on the first day of each month during the

lifetime of Officer and, subject to the death benefit provisions of Paragraph 7

or any election under Paragraph 8, shall end with the payment for the month of

his or her death.



          (c)  Subject to any election by Officer permitted by Paragraph 8, the

monthly Normal Retirement Payment to Officer shall be calculated as follows:



               (1)  Fifty percent (50%) of Officer's average monthly Cash Salary

     (as defined below) for the last forty-eight (48) full calendar months of

     his or her employment by G-P and/or its Affiliates (or, if fewer, all full

     calendar months of his or her employment with G-P and/or its Affiliates

     which immediately precede termination of such employment);



               (2)  Less the Annuity Equivalent (as defined below) of benefits,

     if any, payable to or on behalf of Officer under all other retirement

     compensation plans maintained by G-P and/or its Affiliates (as defined

     below), which are attributable to contributions made by G-P and/or its

     Affiliates (excluding any Cash Salary which he or she elected to defer

     under such plans). For purposes of this paragraph the following terms are

     defined as follows:



                    (A) "Cash Salary" - shall mean base salary, annual incentive

     bonuses and any cash salary or annual incentive bonus which Officer elected

     to defer, and excludes, without limitation, severance payments of any kind,

     deferred compensation



                                      -2-

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     under any long-term incentive program, bonuses for purpose of offsetting

     taxation and any other incentive compensation; provided that annual

     incentive bonuses shall be counted in the year(s) or partial year(s) with

     respect to which they are earned (rather than in the year of payment) and

     shall be prorated for partial years (if not already prorated to reflect

     partial year participation) included in the forty-eight (48) month

     averaging period and provided, further, that if the annual incentive bonus

     amount with respect to any part of that period is unavailable at the time

     Retirement Payments are to commence, an estimated benefit will be paid

     based on the available compensation data, subject to a retroactive

     adjustment when final data are available.



                    (B)  "Annuity Equivalent" - of a given benefit shall mean an

     actuarially equivalent benefit in the form in which Officer's Retirement

     Payments will be paid, determined as of Officer's last day worked for G-P

     and its Affiliates ("Officer's last day worked") using the then applicable

     mortality table specified under the Georgia-Pacific Corporation Salaried

     Pension Plan (the "SPP"), statutory restrictions on qualified plan benefits

     as in effect on Officer's last day worked (if any) and the immediate

     interest rate published and used by the Pension Benefit Guaranty

     Corporation for plan terminations occurring during the first month of the

     calendar quarter during which Officer's last day worked occurs (if the PBGC

     rate is not available, the then applicable interest rate specified in the

     SPP will be used); provided, however, that notwithstanding the foregoing,

     if the Officer elects to retain his or her SPP benefits in the SPP after

     Officer's last day worked and the amount of those benefits is increased due

     to adjustments in the statutory restrictions on qualified plan benefits

     between Officer's last day worked and the date of distribution of his or

     her SPP benefits, Officer's benefits under this Agreement will be

     recalculated with respect to the first payment due after the date of the

     SPP distribution (and all future payments) solely to reflect the greater

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