Exhibit 10.5


FORM OF

DEFERRED SHARES AGREEMENT


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 Deferred Shares.   Subject to
and upon the terms, conditions, and restrictions set forth in this Agreement
and in the Company’s Amended and Restated 2002 Equity and Performance Incentive
Plan (the “Plan”), the Company hereby grants to the Grantee as of the Date of
Grant       Deferred Shares. Each Deferred Share shall
represent the right to reserve one share of Common Stock.


2.                 Restrictions on Transfer of Deferred Shares.   The
Deferred 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 Deferred 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 Deferred Shares.


3.                 Vesting of Deferred Shares.


a.                 The Deferred
Shares specified in this Agreement shall become nonforfeitable on the one year
anniversary of the Date of Grant if the Grantee shall have remained a member of
the Board during that one (1) year period.


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


4.                 Forfeiture of Deferred Shares.   Subject
to Section 3(b), and except as the Compensation Committee may determine on
a case-by-case basis, any Deferred Shares that have not theretofore become
nonforfeitable shall be forfeited if the Grantee’s service as a non-employee
Director is terminated prior to the first anniversary of the Date of Grant by
the Board in accordance with the bylaws of the Company.


5.                 Payment of Deferred Shares.   Upon the
Grantee’s retirement or other termination of service from the Board for any
reason, shares of Common Stock underlying the Deferred Shares that have become
nonforfeitable shall be transferred to the Grantee, except as otherwise
provided in Section 7.


6.                 Dividend, Voting and Other Rights.   The
Grantee shall have no rights of ownership in the Deferred Shares and shall have
no right to vote them until the date on which the shares of Common Stock are
transferred to the Grantee pursuant to Section 5 above and a stock
certificate (or certificates) representing such shares of Common Stock are
issued to the Grantee. From and after the Date of Grant and until the earlier
of (a) the time when the Grantee receives the shares of Common Stock
underlying the Deferred Shares in accordance with Section 5 hereof or (b) the
time when the Grantee’s right to receive the Deferred Shares is forfeited in
accordance with Section 4 hereof, the Company shall pay to the Grantee,
whenever a normal cash dividend is paid on shares of Common Stock, an amount of
cash equal to the product of the per-share amount of the dividend paid times
the number of such Deferred Shares.


7.                 Retention of Deferred Shares by the Company.   The
shares of Common Stock underlying the Deferred 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 Deferred Shares become nonforfeitable as
specified in this Agreement, the Company shall direct the transfer agent to
forward all such nonforfeitable shares of Common Stock to the Grantee except in
the event that the Grantee has notified the Company of his or her election to
satisfy any tax 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 has been deducted.


8.                 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 Deferred Shares or
shares of Common Stock or other securities pursuant to this Agreement if the
issuance thereof would result in a violation of any such law.


9.                 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.


10.          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.


11.          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.


12.          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.


13.          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.


14.          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.


15.          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