GEORGIA-PACIFIC CORPORATION LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE GRANT AGREEMENT

Ex 10_11(XVI)

GEORGIA-PACIFIC CORPORATION LONG-TERM INCENTIVE PLAN

PERFORMANCE SHARE GRANT AGREEMENT

THIS AGREEMENT, dated as of the Grant Date stated above, by and between Georgia-Pacific Corporation (the “Corporation”) and the Grantee;

W I T N E S S E T H :

WHEREAS, the Corporation wishes to give the Grantee an opportunity to acquire or enlarge his/her equity ownership in the Corporation for purposes of augmenting the Grantee’s proprietary interest in the success of Georgia-Pacific Corporation and thereby focusing Grantee’s efforts on increasing shareholder value;

WHEREAS, the Performance Shares described in this Agreement have been granted pursuant to, and are governed by, the Plan (as defined below);

NOW, THEREFORE, the Corporation and the Grantee hereby agree as follows:

1. Performance Share Grant . Subject to the terms and conditions of this Agreement, the Corporation hereby grants to Grantee the Target Grant of Performance Shares as specified on the first page of this Agreement.

2. Award of Performance Shares . The Grantee will receive an award of a specified percentage of his/her Target Grant of Performance Shares as of the last day of the Performance Period if he remains actively employed with the Corporation on such date and if the percentile ranking of G-P’s TSR for the Performance Period, when compared to the TSR performance of the other Peer Group Companies for the Performance Period, equals or exceeds the 30th percentile. The following chart specifies the percentage of the Target Grant that will be awarded depending upon the actual TSR percentile rating achieved by G-P during the Performance Period:

The percentage of the Target Grant awarded for achieved TSR percentiles which lie between the data points specified in the chart will be determined by interpolation. One hundred percent (100%) of the Target Grant will be awarded if G-P achieves a TSR performance during the Performance Period of 50.00. The precise number of Performance Shares awarded to the Grantee under this Agreement pursuant to this Section 2 will be determined by multiplying the Target Grant by the percentage specified in the above chart (or determined through interpolation based on the chart), and then rounding the resulting number up to the nearest whole number.

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3. Awards on Certain Events . Notwithstanding the requirement in Section 2 of this Agreement that a Grantee be actively employed on the last day of the Performance Period, Performance Shares shall be awarded pursuant to Section 2 to any Grantee who terminates employment during the Performance Period:

4. Payment of Award . As soon as practicable after the TSR for the Performance Period has been certified by the Committee (but in no event later than the March 15 following the end of the Performance Period), Performance Shares awarded pursuant to Section 2 shall be paid to the affected Grantee in the form of Stock. At such time, the Grantee shall enjoy full shareholder and ownership rights with respect to such shares. The shares of Stock paid under this Plan shall be held in a book entry account for the Grantee by a broker-dealer designated by the Corporation or, at the Participant’s direction and expense, a stock certificate representing all such shares of Stock shall be delivered to the Grantee (or any person who makes a claim through a Grantee) and shall be registered in his or her name.

5. Ownership Rights . Upon receipt of any portion of an award of Performance Shares which is paid in Stock under this Agreement, the Grantee shall exercise all ownership rights (including, without limitation, the right to vote and the right to receive dividends) with respect to

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such shares, provided that voting and dividend rights with respect to the shares will be exercisable only if the record date for determining shareholders entitled to vote, or to receive dividends, falls on or after an Award Date. The Grantee shall have the same rights with respect to any shares of Stock accruing to awarded Performance Shares as a result of any adjustment under Sections 8(h).

6. Deferral of Exercise or Delivery of Shares . Notwithstanding any provision in this Agreement to the contrary, if any law or regulation of any governmental authority having jurisdiction in the matter requires the Corporation, the Plan Administrator, the Agent or the Grantee to take any action or refrain from action in connection with the award or delivery of Performance Shares under this Agreement, or to delay such award or delivery, then the award or delivery of such shares shall be deferred until such action has been taken or such restriction on action has been removed.

7. Termination Date. The Grantee’s date of termination of employment from the Corporation shall be deemed for purposes of this Agreement to be the later of (i) his last day of active work for the Corporation or (ii) his last day on the active employee payroll of the Corporation; provided, however, that for all purposes of this Agreement, the Grantee shall be deemed actively at work during any period the Grantee is on approved paid medical leave or on a layoff under the Corporation’s salaried layoff policy or during the protected reemployment period applicable to any Participant on military leave.

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8. General Provisions . The Grantee acknowledges that he has read, understands and agrees with all of the provisions in this Agreement and the Plan, including (but not limited to) the following:

(a) Authority of Plan Administrator . The Plan Administrator shall have the authority to administer the Agreement and the Plan; to make all determinations with respect to the construction and application of the Agreement, the Plan, and the resolutions of the Board of Directors establishing the Plan; to adopt and revise rules relating to the Agreement and the Plan; to hire the Agent with respect to its administrative responsibilities under the Agreement and the Plan; and to make other determinations which it believes are necessary or advisable for the administration of the Agreement and the Plan. Any dispute or disagreement which arises under this Agreement or the Plan shall be resolved by the Plan Administrator in its absolute discretion. Any such determination, interpretation, resolution, or other action by the Plan Administrator shall be final, binding and conclusive with respect to the Grantee and all other persons affected thereby.

(b) Notices . Any notice which is required or permitted under this Agreement shall be in writing (unless otherwise specified in the Agreement or in a writing from the Corporation or the Agent to the Grantee), and delivered personally or by mail, postage prepaid, addressed as follows: (i) if to the Corporation or the Agent, at l33 Peachtree Street, N.E., Atlanta, Georgia 30303, Attention: Compensation Department, or at such other address as the Corporation or the Agent by notice to the Grantee may have designated from time to time; (ii) if to the Grantee, at the address indicated in the Grantee’s then-current personnel records, or at such other address as the Grantee by notice to the Corporation may have designated from time to time. Such notice shall be deemed given upon receipt.

(c) Taxation . The Grantee shall be responsible for all applicable income and withholding taxes and the employee share of FICA taxes with respect to any compensation income generated upon the award of his vested Performance Shares under this Agreement.

(d) Nontransferability . This Agreement and the Performance Shares granted to the Grantee shall be nontransferable and shall not be sold, hypothecated or otherwise assigned or conveyed by the Grantee to any other person, except as specifically permitted in this Agreement. No assignment or transfer of this Agreement or the rights represented thereby, whether voluntary

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or involuntary, or by operation of law or otherwise, shall vest in the assignee or transferee any interest or right whatsoever, except as specifically permitted in this Agreement. The Agreement shall terminate, and be of no force or effect, immediately upon any attempt to assign or transfer the Agreement or any of the Performance Shares to which the Agreement applies.

(e) Designation of Beneficiary. Notwithstanding anything in Section 8(d) to the contrary, the Grantee may designate a person or persons to receive, in the event of his death, any rights to which he would be entitled under this Agreement. Such a designation shall be filed with the Agent in accordance with uniform procedures specified by the Plan Administrator. The Grantee may change or revoke a Beneficiary designation at any time by filing a written statement of such change or revocation with the Agent in accordance with uniform procedures specified by the Plan Administrator. No Beneficiary designation or change of Beneficiary designation will be effective until notice thereof is received. If a Grante