X0202 4 2005-12-23 1 0000041077 GEORGIA PACIFIC CORP GP 0001034439 BOWLES BARBARA L 133 PEACHTREE STREET, N.E. ATLANTA GA 30303 1 0 0 0 Georgia-Pacific Common Stock 2005-12-23 4 D 0 7030 48 D 0 D Deferred Stock Units 2005-12-23 4 D 0 2595.904 48 D Georgia-Pacific Common Stock 2595.904 0 D FORT JAMES OUTSIDE DIRECTORS STOCK OPTION PLAN 16.02 2005-12-23 4 D 0 3497 31.98 D 2010-04-14 Georgia-Pacific Common Stock 3497 0 D FORT JAMES OUTSIDE DIRECTORS STOCK OPTION PLAN 27.05 2005-12-23 4 D 0 3497 20.95 D 2009-04-15 Georgia-Pacific Common Stock 3497 0 D FORT JAMES OUTSIDE DIRECTORS STOCK OPTION PLAN 36.76 2005-12-23 4 D 0 1399 11.24 D 2008-04-15 Georgia-Pacific Common Stock 1399 0 D GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2002 15.22 2005-12-23 4 D 0 8200 32.78 D 2013-01-31 Georgia-Pacific Common Stock 8200 0 D GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2002 24.8 2005-12-23 4 D 0 4000 23.2 D 2012-02-01 Georgia-Pacific Common Stock 4000 0 D GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2004 28.1 2005-12-23 4 D 0 3407 19.9 D 2014-02-01 Georgia-Pacific Common Stock 3407 0 D Phantom Stock Units - GP 2005-12-23 4 D 0 797.576 48 D Georgia-Pacific Common Stock 797.576 0.0009 D Represents restricted stock that vested in connection with that certain merger agreement, dated as of November 13, 2005, between Koch Industries, Inc., Koch Forest Products, Inc. and Georgia-Pacific Corporation (the "Merger Agreement"). Such shares were disposed of for a cash payment of $48 per share, pursuant to the Merger Agreement. Each deferred stock unit issued under the Georgia-Pacific Corporation Outside Director Deferred Stock Unit Plan (the "Stock Unit Plan") is equivalent in value as of the date of issuance to one share of Georgia-Pacific Corporation common stock. The value of each deferred stock unit will track the value of a single share of Georgia-Pacific common stock. The deferred stock units acquired under the Stock Unit Plan is expected to be settled in a lump sum cash payment not later than 30 days following the effective date of the merger. Under the terms of the amended and restated Fort James Corporation Stock Option Plan for Outside Directors, these options are exercisable on the date of grant. The options were initially granted for shares of Fort James Corporation common stock which were converted to options to purchase a number of shares of Georgia-Pacific Group common stock, pursuant to that certain Agreement and Plan of Merger among Georgia-Pacific Corporation, Fenres Acquisition Corp. and Fort James Corporation. This option was canceled pursuant to the Merger Agreement in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning January 31, 2004, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning February 1, 2003, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning February 1, 2005, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. Under the Georgia-Pacific Corporation Directors Deferred Compensation Plan (the "Plan"), each phantom stock unit is equivalent in value to one share of Georgia-Pacific Corporation common stock. The phantom stock units acquired under the Plan will be settled in cash. Payments will be made on a date or dates certain, based on the reporting person's irrevocable election to receive either a single cash payment or a specified number of annual installments. By: Keith L. Belknap For: BARBARA L. BOWLES 2005-12-28