Exhibit 10.4


FORM OF

RESTRICTED SHARES AGREEMENT

EXECUTIVE


This AGREEMENT (the “Agreement”) is made as of            
   , 200   (the “Date of Grant”) by and between
GEORGIA GULF CORPORATION, a Delaware corporation (the “Company”), and                        
(the “Grantee”).


1.                 Grant of Restricted Shares.   Subject to and upon the
terms, conditions, and restrictions set forth in this Agreement and in the
Company’s 2002 Equity and Performance Incentive Plan (the “Plan”), the Company
hereby grants to the Grantee as of the Date of Grant          
Restricted Shares.  The Restricted Shares
shall be fully paid and nonassessable.


2.                 Restrictions on Transfer of Restricted
Shares.   The
Restricted Shares may not be transferred, sold, pledged, exchanged, assigned or
otherwise encumbered or disposed of by the Grantee, except to the Company,
until they have become nonforfeitable in accordance with Section 3.  Any purported transfer, encumbrance or other
disposition of the Restricted Shares that is in violation of this Section 2
shall be null and void, and the other party to any such purported transaction
shall not obtain any rights to or interest in the Restricted Shares.


3.                 Vesting of Restricted Shares.


a)               On each anniversary
of the Date of Grant, a number of Restricted Shares equal to thirty-three and
one-third percent (331/3) multiplied by the initial number of Restricted Shares
specified in this Agreement shall become nonforfeitable on a cumulative basis
until all of the Restricted Shares have become nonforfeitable, subject to the
Grantee’s remaining in the continuous employ of the Company.  For purposes of this Agreement, Grantee’s
employment with the Company will be deemed to have ceased as of the last day
worked.  In the case of a Grantee’s
receiving short-term disability benefits, employment will be deemed to have
ceased on the last day for which such short-term benefits are paid.


b)              Notwithstanding the
provisions of Section 3(a), all of the Restricted Shares shall immediately
become nonforfeitable in the event of a Change in Control.


4.                 Forfeiture of Restricted Shares.   Subject to Section
3(b), and except as the Compensation Committee may determine on a case-by-case
basis, any Restricted Shares that have not theretofore become nonforfeitable
shall be forfeited if the Grantee ceases to be continuously employed by the Company
at any time prior to the applicable vesting date.


5.                 Dividend, Voting and Other Rights.   Except as otherwise
provided herein, the Grantee shall have all of the rights of a stockholder with
respect to the Restricted Shares, including the right to vote such shares and
receive any dividends that may be paid thereon; provided, however, that any
additional shares of Common Stock or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Company
shall be subject to the same restrictions as the Restricted Shares.


6.                 Retention of Restricted Shares by the Company.   The
Restricted Shares shall be released to the Grantee by the Company’s transfer
agent (currently EquiServe) at the direction of the Company.  At such time as the Restricted Shares become
nonforfeitable as specified in this Agreement, upon satisfaction of the taxes
and withholding obligations set out in Section 8, the Company shall direct the
transfer agent to forward all such nonforfeitable Restricted Shares to the
Grantee except in the event that the Grantee has notified the Company of his or
her election to satisfy the taxes and withholding obligations by surrender of a
portion of such shares, the transfer agent will be directed to forward the
remaining balance of shares after the amount necessary for such taxes and
withholding has been deducted.











7.                 No Employment Contract.   Nothing contained in this
Agreement shall confer upon the Grantee any right with respect to continuance
of employment by the Company, nor limit or affect in any manner the right of
the Company to terminate the employment or adjust the compensation of the
Grantee.


8.                 Taxes and Withholding.   If the Company shall be
required to withhold any federal, state, local or foreign tax in connection
with the issuance or vesting of any Restricted Shares or other amounts pursuant
to this Agreement, and the amounts available to the Company for such
withholding are insufficient, the Grantee shall pay the tax or make provisions
that are satisfactory to the Company for the payment thereof.  The Grantee may elect to satisfy all or any
part of any such withholding obligation by surrendering to the Company a
portion of the nonforfeitable shares of Common Stock that are issued or
transferred to the Grantee hereunder, and the shares of Common Stock so
surrendered by the Grantee shall be credited against any such withholding
obligation at the Market Value per Share of such shares on the date of such
surrender.


9.                 Compliance with Law.   The Company shall make reasonable
efforts to comply with all applicable federal and state securities laws;
provided, however, notwithstanding any other provision of this Agreement, the
Company shall not be obligated to issue any restricted or nonrestricted shares
of Common Stock or other securities pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.


10.          Relation to
Other Benefits.   Any economic or other benefit to the Grantee
under this Agreement shall not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company and
shall not affect the amount of any life insurance coverage available to any
beneficiary under any life insurance plan covering employees of the Company.


11.          Amendments.   Any
amendment to the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto; provided, however, that no
amendment shall adversely affect the rights of the Grantee under this Agreement
without the Grantee’s consent.


12.          Severability.   In
the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall continue to be valid and
fully enforceable.


13.          Relation to
Plan.   This Agreement is subject to the terms and conditions of
the Plan.  In the event of any
inconsistent provisions between this Agreement and the Plan, the Plan shall
govern.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan.  The Compensation Committee acting pursuant to
the Plan, as constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with this grant.


14.          Successors
and Assigns.   The provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of the Grantee, and the successors and
assigns of the Company.


15.          Governing
Law.   The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Georgia, without giving
effect to the principles of conflict of laws thereof.


16.          Notices.   Any
notice to the Company provided for herein shall be in writing to the Company,
marked Attention:  Vice President—General
Counsel and Secretary, and any notice to the Grantee shall be addressed to said
Grantee at his or her address currently on file with the Company.  Except as otherwise provided herein, any
written notice shall be deemed to be duly given if and when delivered
personally or deposited in the United States mail, first class registered mail,
postage and fees prepaid, and addressed as aforesaid.  Any party may change the address to which
notices are to be given hereunder by written notice to the other party as
herein specified (provided that for this purpose any 











mailed notice shall be
deemed given on the third business day following deposit of the same in the
United States mail).


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed on its behalf by its duly
authorized officer and Grantee has also executed this Agreement in duplicate,
as of the day and year first above written.


	
  

  	
  GEORGIA GULF CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee