AMENDMENT NO. l
TO THE
EXECUTIVE RETIREMENT AGREEMENT
OF
(Effective January 1, l992)
THIS AMENDMENT to the Executive Retirement Agreement by and between
GEORGIA-PACIFIC CORPORATION, a Georgia corporation ("G-P"), and ("Employee"),
initially effective January 1, 1992 (the "Agreement"), made and entered into
by the original parties this day of , l992, and effective as
provided below;
W I T N E S S E T H :
WHEREAS, G-P and the Employee entered into the Agreement effective
January 1, 1992 whereby G-P agreed to provide certain non-qualified benefits
to Employee (and, upon his death, to his surviving spouse) as specified in,
and subject to the terms and conditions of, the Agreement;
WHEREAS, in consideration of Employee's continuing valuable services
to G-P, G-P desires to modify the provisions of the Agreement with respect to
disability and death benefits to make such benefits more responsive to the
needs of Employee and Employee's spouse under such circumstances;
NOW, THEREFORE, in consideration of the premises and
other mutual covenants and agreements contained herein and in the original
Agreement, the parties hereto hereby mutually covenant
and agree as follows:
l. Paragraph 5(c) of the Agreement is amended to read as follows:
"(a) Employee will be eligible for Pre-Termination
Disability benefits as of the date Employee's employment
terminates by reason of disability - as determined by the
Stock Option Plan and Management Compensation Committee of
G-P's Board of Directors (the "Committee") - after the
completion of at least one (l) year of continuous service
with G-P and/or its subsidiaries (as defined in Paragraph
8)."
2. Paragraph 5(c) of the Agreement is amended by deleting
subparagraph (2) of the present provision and renumbering subparagraph (3) as
subparagraph (2) so that the amended provision (with conforming changes) reads
as follows:
"(c) The amount of the monthly Retirement Payment
payable to Employee if eligible under Paragraph 5(a) for
Pre-Termination Disability benefits shall be calculated as
follows:
"(l) Determine the monthly Retirement Payment to which
the Employee would be entitled if the Employee
were eligible for Normal Retirement under
Paragraph 2(a) as of the Employee's date of
termination due to disability;
"(2) Multiply the result in subparagraph (c)(l) by the
appropriate early commencement percentage as
indicated below:
Age of Employee
At Termination
Because of Disability Percentage
64 100%
63 100%
62 100%
61 94%
60 88%
59 82%
58 76%
57 70%
56 64%
55 58%
54 and prior 50%"
3. Paragraph 6(a) of the Agreement is amended to read as follows:
"(a) Employee's surviving spouse (as defined in
Paragraph 6(d) will be eligible for Pre-Termination Death
benefits as of the date Employee's employment terminates by
reason of death after the completion of at least one (l)
year of continuous service with G-P and/or its subsidiaries
(as defined in Paragraph 8)."
4. Paragraph 6(c) is amended by deleting subparagraph (2) of the
present provision and by renumbering subparagraph (3) as subparagraph (2) so
that the provisions as amended (with confirming changes) reads as follows:
"(c) The amount of the monthly Retirement Payment
payable to Employee's surviving spouse if eligible under
Paragraph 6(a) for Pre-Termination Death benefits shall be
calculated as follows:
"(l) Determine the monthly Retirement Payment to which
the Employee would be entitled if the Employee
were eligible for Normal Retirement under
Paragraph 2(a) as of the Employee's date of death;
"(2) Multiply the result in subparagraph (c)(l) by the
appropriate early commencement percentage as
indicated below:
Age of Employee
At Death Percentage
64 50%
63 50%
62 50%
61 47%
60 44%
59 41%
58 38%
57 35%
56 32%
55 29%
54 and prior 25%"
5. This Amendment shall be effective from and its date of
execution. Except as hereinabove modified, the Agreement, as effective
January 1, 1992, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first above written.
GEORGIA-PACIFIC CORPORATION
By:
T. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇.
Chairman of the Board of
Directors