EXHIBIT 4.4


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                         ADDITIONAL 5.85% NOTES DUE 2012

                             SUPPLEMENTAL INDENTURE

                                     between

                           INTERNATIONAL PAPER COMPANY

                                       and

                              THE BANK OF NEW YORK

                          Dated as of November 5, 2002




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                                TABLE OF CONTENTS

                             ----------------------

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01.  Definition of Terms.............................................2

                                    ARTICLE 2
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.01.  Designation and Principal Amount................................4
SECTION 2.02.  Maturity........................................................4
SECTION 2.03.  Form; Denomination..............................................5
SECTION 2.04.  Restrictive Legends.............................................5
SECTION 2.05.  Special Transfer Provisions.....................................7
SECTION 2.06.  Interest........................................................9

                                    ARTICLE 3
                             REDEMPTION OF THE NOTES

SECTION 3.01.  Optional Redemption by Company.................................11
SECTION 3.02.  No Sinking Fund................................................13

                                    ARTICLE 4
                                  MODIFICATION

SECTION 4.01.  Modification of Indenture and Supplemental Indenture...........13

                                    ARTICLE 5
                                  FORM OF NOTE

SECTION 5.01.  Form of Note...................................................13

                                    ARTICLE 6
                             ORIGINAL ISSUE OF NOTES

SECTION 6.01.  Original Issue of Notes; Further Issuances.....................28
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                                                                            PAGE
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                                    ARTICLE 7
                                  MISCELLANEOUS

SECTION 7.01.  Ratification of Indenture......................................28
SECTION 7.02.  Trustee Not Responsible for Recitals...........................28
SECTION 7.03.  Governing Law..................................................28
SECTION 7.04.  Separability...................................................28
SECTION 7.05.  Counterparts...................................................29


                                       ii
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     ADDITIONAL 5.85% NOTES DUE 2012 SUPPLEMENTAL INDENTURE, dated as of
November 5, 2002 (the "Supplemental Indenture"), between International Paper
Company, a New York corporation (the "Company"), and The Bank of New York, as
trustee (the "Trustee") under the Indenture, dated as of April 12, 1999, between
the Company and the Trustee (the "Indenture").

     WHEREAS, the Company executed and delivered the Indenture to the Trustee to
provide, among other things, for the future issuance of the Company's unsecured
Securities to be issued from time to time in one or more series as might be
determined by the Company under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;

     WHEREAS, Section 9.1 of the Indenture provides for various matters with
respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture;

     WHEREAS, Section 9.1(7) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 2.1 and
3.1 of the Indenture;

     WHEREAS, the Board of Directors of the Company has duly adopted resolutions
authorizing the Company to execute and deliver this Supplemental Indenture;

     WHEREAS, pursuant to the terms of the Indenture, (i) the Company issued
$1,000,000,000 aggregate principal amount of its 5.85% Notes due 2012 pursuant
to a Supplemental Indenture dated as of October 29, 2002 (the "Initial
Supplemental Indenture") between the Company and the Trustee and (ii) in
accordance with Section 6.01(b) of the Initial Supplemental Indenture, the
Company desires to provide for the establishment of an additional $200,000,000
aggregate principal amount of its 5.85% Notes due 2012, so that such additional
notes and the notes issued under the Initial Supplemental Indenture shall form a
single series of notes to be known as its 5.85% Notes due 2012 (the "Notes due
2012"), the form and substance of such Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture, and this
Supplemental Indenture;

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture and all requirements necessary to make (i) this
Supplemental Indenture a valid instrument in accordance with its terms, and

<PAGE>


(ii) the Notes, when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this Supplemental Indenture has been duly authorized
in all respects:

     NOW THEREFORE, in consideration of the purchase and acceptance of the Notes
by the Holders thereof, and for the purpose of setting forth, as provided in the
Indenture, the form and substance of the Notes and the terms, provisions and
conditions thereof, the Company covenants and agrees with the Trustee as
follows:


                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01. Definition of Terms.

     Unless the context otherwise requires:

     (a) a term defined in the Indenture has the same meaning when used in this
Supplemental Indenture unless the definition of such term is amended and
supplemented pursuant to this Supplemental Indenture;

     (b) a term defined anywhere in this Supplemental Indenture has the same
meaning throughout;

     (c) the singular includes the plural and vice versa;

     (d) a reference to a Section or Article is to a Section or Article of this
Supplemental Indenture;

     (e) headings are for convenience of reference only and do not affect
interpretation;

     (f) the following terms have the meanings given to them in this Section
1.01(f):

     "Additional Interest" shall have the meaning set forth in Section 2.06(d).

     "Business Day" shall have the meaning set forth in Section 3.01(b).

     "Comparable Treasury Issue" shall have the meaning set forth in Section
3.01(b).


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     "Comparable Treasury Price" shall have the meaning set forth in Section
3.01(b).

     "Exchange Offer" means the exchange offer by the Company of Exchange Notes
for Initial Notes pursuant to the Registration Rights Agreement.

     "Exchange Offer Registration Statement" means a registration statement
relating to an Exchange Offer on an appropriate form and all amendments and
supplements to such registration statement, in each case including the
prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     "Exchange Notes" means the debt securities of the Company to be offered to
Holders in exchange for Initial Notes pursuant to the Exchange Offer or
otherwise pursuant to a Registration of Exchange Notes containing terms
identical to the Notes for which they are exchanged (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the date of issuance of the Notes
and (ii) the Exchange Notes will contain the alternative fifth paragraph
appearing on the reverse of the Notes in the form recited above and will not
contain terms with respect to transfer restrictions).

     "Global Note" shall have the meaning set forth in Section 2.03(a).

     "Independent Investment Banker" shall have the meaning set forth in Section
3.01(b).

     "Initial Notes" means the Notes issued under this Indenture which are not
Exchange Notes.

     "Note" or "Notes" means any Security or Securities, as the case may be,
authenticated and delivered under this Supplemental Indenture. For all purposes
of this Supplemental Indenture, the term "Notes" shall include the Initial Notes
and any Exchange Notes to be issued and exchanged for any Initial Notes pursuant
to the Registration Rights Agreement and this Indenture and, for purposes of
this Supplemental Indenture, all Initial Notes and Exchange Notes shall vote
together as one series of Notes under this Supplemental Indenture.

     "Notes due 2012 " shall have the meaning set forth in the recitals above.

     "Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth in 2.04(a).


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     "Reference Treasury Dealer" shall have the meaning set forth in Section
3.01(b).

     "Reference Treasury Dealer Quotations" shall have the meaning set forth in
Section 3.01(b).

     "Registration" means a registered exchange offer for the Notes by the
Company or other registration of the Notes under the Securities Act pursuant to
and in accordance with the terms of the Registration Rights Agreement.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of November 5, 2002, among the Company and the Purchasers and certain
permitted assigns specified therein.

     "Registration Statement" means the Registration Statement pursuant to and
as defined in the Registration Rights Agreement.

     "Regulation S" means Regulation S under the Securities Act.

     "Remaining Life" shall have the meaning set forth in Section 3.01(b).

     "Restricted Legend" means the legend set forth in Section 2.04 hereof.

     "Rule 144A" means Rule 144A under the Securities Act.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Stated Maturity Date" has the meaning set forth in Section 2.02.

     "Treasury Rate" shall have the meaning set forth in Section 3.01(b).


                                    ARTICLE 2
                    GENERAL TERMS AND CONDITIONS OF THE NOTES

     SECTION 2.01. Designation and Principal Amount.

     There is hereby authorized a series of Securities designated the "5.85%
Notes due 2012" initially offered in aggregate principal amount to $200,000,000
which amount shall be as set forth in any written order of the Company for the
authentication and delivery of Notes pursuant to Section 3.3 of the Indenture.
The 5.85% Notes due 2012 are part of the same series of notes issued by the
Company under the Initial Supplemental Indenture.


                                        4
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     SECTION 2.02. Maturity.

     (a) The Notes will mature on October 30, 2012 (the "Stated Maturity Date").

     SECTION 2.03. Form; Denomination.

     (a) The Notes shall be issued initially in the form of one or more
permanent restricted global Notes in registered form, substantially in the form
herein below recited (each and collectively, the "Global Note"), deposited with
the Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as herein provided; provided that Exchange Notes
(i) contain the alternative fifth paragraph appearing on the reverse of the
Notes in the form recited below and (ii) shall not contain terms with respect to
transfer restrictions.

     The aggregate principal amount of the Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository or its nominee, as hereinafter provided.

     (b) The Notes shall be issuable in denominations provided for in the form
of Note recited below. The Notes shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plans as the officers of
the Company executing the same may determine with the approval of the Trustee.

     SECTION 2.04. Restrictive Legends. (a) Except as otherwise provided in
paragraph (c), each Global Note shall bear the following legend on the face
thereof:

     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF INTERNATIONAL PAPER
THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I)
TO


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INTERNATIONAL PAPER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (II)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

     BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER
REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THE NOTES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT
OR (2) ACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT.

     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(III)
ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     (b) Each Global Note shall also bear the following legend on the face
thereof:

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN


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THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     (c) (i) If the Company determines (upon the advice of counsel and such
other certifications and evidence as the Company may reasonably require) that
any Note is eligible for resale pursuant to Rule 144(k) under the Securities Act
(or a successor provision) and that the Restricted Legend is no longer necessary
or appropriate in order to ensure that subsequent transfers of such Note (or a
beneficial interest therein) are effected in compliance with the Securities Act,
or

          (ii) after an Initial Note is (x) sold pursuant to an effective
     registration statement under the Securities Act, pursuant to the
     Registration Rights Agreement or otherwise, or (y) exchanged for an
     Exchange Note,

the Company may instruct the Trustee to cancel such Note and issue to the Holder
thereof (or to its transferee) a new Note of like tenor and amount, registered
in the name of the Holder thereof (or its transferee), that does not bear the
Restricted Legend, and the Trustee will comply with such instruction.

     SECTION 2.05. Special Transfer Provisions. Unless and until an Initial Note
is exchanged for an Exchange Note in connection with an effective Registration
pursuant to the Registration Rights Agreement, the following provisions shall
apply:


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     (a) The transfer or exchange of any Note (or a beneficial interest therein)
that bears the Restricted Legend may only be made in compliance with the
provisions of the Restricted Legend.

     (b) The Trustee will retain copies of all certificates, opinions and other
documents received in connection with the transfer or exchange of a Note (or a
beneficial interest therein), and the Company will have the right to inspect and
make copies thereof at any reasonable time upon written notice to the Trustee.

     (c) By its acceptance of any Note bearing the Private Placement Legend,
each Holder of such a Note acknowledges the restrictions on transfer of such
Note set forth in this Supplemental Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Supplemental Indenture. The Registrar shall not register a transfer of any Note
unless such transfer complies with the restrictions on transfer of such Note set
forth in this Supplemental Indenture. In connection with any transfer of Notes,
each Holder agrees by its acceptance of the Notes to furnish the Registrar or
the Company such certifications, legal opinions or other information as either
of them may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the registration
requirements of the Securities Act; provided that the Registrar shall not be
required to determine (but may rely on a determination made by the Company with
respect to) the sufficiency of any such certifications, legal opinions or other
information.

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.5 of the Indenture or this Section
2.05. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of
any interest in any Note (including any transfers between or among members of,
or participants in, the Depository or beneficial owners of interests in any
Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Supplemental Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.

     (d) A Global Note may be transferred, in whole but not in part, only to
another nominee of the Depository, or to a successor Depository selected or
approved by the Company or to a nominee of such successor Depository.


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     (e) If at any time the Depository notifies the Company that it is unwilling
or unable to continue as Depository or if at any time the Depository for such
series shall no longer be registered or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, and
a successor Depository for such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, the Company will execute, and, subject to Article III of the
Indenture, the Trustee, upon written notice from the Company, will authenticate
and make available for delivery the Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Note in exchange for the Global Note. In
addition, the Company may at any time determine that the Notes shall no longer
be represented by a Global Note. In such event the Company will execute, and
subject to Section 3.5 of the Indenture, the Trustee, upon receipt of an
Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver the Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Note in exchange for the Global Note. Upon
the exchange of the Global Note for such Notes in definitive registered form
without coupons, in authorized denominations, the Global Note shall be cancelled
by the Trustee. Such Notes in definitive registered form issued in exchange for
the Global Note shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Notes to the Depositary for delivery to the Persons in whose
names such Notes are so registered.

     SECTION 2.06. Interest.

     (a) Each Note will bear interest at the rate of 5.85% per annum (the
"Coupon Rate") from October 29, 2002 until the principal thereof becomes due and
payable, and on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the Coupon Rate, compounded semi-annually, payable semi-annually in
arrears on April 30 and October 30 of each year (each, an "Interest Payment
Date") commencing on April 30, 2003, to the Person in whose name such Note or
any predecessor Note is registered, at the close of business on the regular
record date for such interest installment, which shall be the close of business
on the April 15 or October 15 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date.


                                        9
<PAGE>


     (b) The amount of interest payable for any period less than a full interest
period will be computed on the basis of a 360-day year of twelve 30-day months
and the actual days elapsed in a partial month in such period. In the event that
any date on which interest is payable on the Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the date
such payment was originally payable, except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

     (c) Accrued interest that is not paid on the applicable Interest Payment
Date will bear additional interest on the amount thereof at the Coupon Rate,
compounded semi-annually and computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period. The
amount of additional interest payable for any full interest period will be
computed by dividing the Coupon Rate by two.

     (d) In the event that a Registration Default (as defined in the
Registration Rights Agreement) occurs, the Company shall pay additional interest
(in addition to the interest otherwise due herein) ("Additional Interest") to
the Holder during the period immediately following the occurrence of any such
Registration Default in an amount equal to 0.25% per annum (regardless of the
number of Registration Defaults) from and including the date on which any such
Registration Default shall occur (subject to the terms of the Registration
Rights Agreement) to but excluding the date on which all such Registration
Defaults have been cured. The Company shall pay amounts due in respect of
Additional Interest on each Interest Payment Date (or, if the Company shall
default in the payment of interest on any Interest Payment Date, on the date
such interest is otherwise paid as provided in the Indenture).

     There shall also be payable in respect of the Note all Additional Interest
that may have accrued on such Note for which the Note was exchanged (as defined
in such Note) pursuant to the Exchange Offer, such Additional Interest to be
calculated in accordance with the terms of such Note and payable at the same
time and in the same manner as periodic interest on such Note.


                                       10
<PAGE>


                                    ARTICLE 3
                             REDEMPTION OF THE NOTES

     SECTION 3.01. Optional Redemption by Company.

     (a) Subject to the provisions of Section 3.01(b) and to the provisions of
Article XI of the Indenture, except as otherwise may be specified in this
Supplemental Indenture, the Company shall have the right to redeem the Notes, in
whole or in part, at any time or from time to time, at a redemption price (the
"Optional Redemption Price") equal to the greater of:

          (i) 100% of the principal amount plus accrued and unpaid interest to
     the Redemption Date; or

          (ii) the sum of the present values of the remaining scheduled payments
     of principal and interest (exclusive of interest accrued to the Redemption
     Date) discounted to the Redemption Date on a semi-annual basis (assuming a
     360-day year consisting of twelve 30-day months at the Treasury Rate plus
     30 basis points plus accrued interest on the principal amount being
     redeemed to the Redemption Date.

     Any redemption pursuant to the preceding paragraph will be made upon not
less than 30 nor more than 60 days' prior notice before the Redemption Date to
each Holder of the Notes, at the Optional Redemption Price. If the Notes are
only partially redeemed pursuant to this Section 3.01(a), the Notes will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided, that if at the time of redemption the Notes are registered as a Global
Note, the Depositary shall determine, in accordance with its procedures, the
principal amount of such Notes held by each Holder of Notes to be redeemed. The
Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on
the date of such redemption or at such earlier time as the Company determines
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such
Optional Redemption Price is to be paid.

     (b) The following terms have the meanings given to them in this Section
3.01(b).

     "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


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<PAGE>


     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (A)
the average of four Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.

     "Independent Investment Banker" means any one of the Reference Treasury
Dealers or an independent investment banking institution of national standing
appointed by the Company.

     "Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.,
Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Smith Barney Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute therefor another Primary Treasury Dealer and (ii) any
other Primary Treasury Dealer selected by the Company.

     "Reference Treasury Dealer Quotations" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by the Reference Treasury
Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

     "Treasury Rate" means, with respect to any Redemption Date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15 (519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities


                                       12
<PAGE>


most closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

     SECTION 3.02. No Sinking Fund.

     The Notes are not entitled to the benefit of any sinking fund.


                                    ARTICLE 4
                                  MODIFICATION

     SECTION 4.01. Modification of Indenture and Supplemental Indenture.

     Section 9.2 of the Indenture, as it relates to this series of Notes, is
hereby modified so that the reference to "not less than 66-2/3%" shall read "not
less than a majority", except in the case of increasing (or reopening) the
principal amount, no consent of Holders will be required.


                                    ARTICLE 5
                                  FORM OF NOTE

     SECTION 5.01. Form of Note.

     The Notes and the Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the following forms:

                             (FORM OF FACE OF NOTE)

     [IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - THIS NOTE IS A GLOBAL NOTE
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS


                                       13
<PAGE>


EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A
WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF INTERNATIONAL PAPER
THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I)
TO INTERNATIONAL PAPER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE


                                       14
<PAGE>


SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

     BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER
REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THE NOTES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,
OR (2) ACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT.

     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(IV) ABOVE,
THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


No.________________________                                          CUSIP No. o

                           INTERNATIONAL PAPER COMPANY

                              5.85% NOTES DUE 2012

     INTERNATIONAL PAPER COMPANY, a New York corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to_____________ or registered
assigns, the principal sum of___________ Dollars ($___________ ) on October 30,
2012, and to pay interest on said principal sum


                                       15
<PAGE>


from October 29, 2002, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually in arrears on April
30 and October 30 of each year (each such date, an "Interest Payment Date")
commencing April 30, 2003, at the rate of 5.85% per annum until the principal
hereof shall have become due and payable, and on any overdue principal and
premium, if any, and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest payable for any period less than a full interest period will be
computed on the basis of a 360-day year of twelve 30-day months and the actual
days elapsed in a partial month in such period. In the event that any date on
which interest is payable on the Notes is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on the date such payment
was originally payable, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Note (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be the
close of business on the April 15 or October 15 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Any such
interest installment not punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holders on such regular record date and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders of this series of Notes not
less than 10 days prior to such special record date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
The principal of (and premium, if any) and the interest on this Note shall be
payable at the office or agency of the Trustee maintained for that purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts.

     Accrued interest that is not paid on the applicable Interest Payment Date
will bear additional interest on the amount thereof at the Coupon Rate,
compounded semi-annually and computed on the basis of a 360-day year of


                                       16
<PAGE>


twelve 30-day months and the actual days elapsed in a partial month in such
period.

     This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

     The provisions of this Note are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.


                                       17
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
on this [ ]th day of [ ], [ ].


                                            INTERNATIONAL PAPER COMPANY


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

Attest:

By:
    --------------------------------
    Name:
    Title:


                                       18
<PAGE>


                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


Dated_____________________

The Bank of New York,
as Trustee


By: ________________________
    Authorized Signatory

                            (FORM OF REVERSE OF NOTE)

     This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of April 12, 1999, duly executed and delivered between the Company and
The Bank of New York as Trustee (the "Trustee"), as supplemented by the
Additional 5.85% Notes due 2012 Supplemental Indenture dated as of November 5,
2002, between the Company and the Trustee (the Indenture, as so supplemented,
the "Indenture"), to which Indenture and all Indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Notes. By the terms of the Indenture, the Notes are issuable
in series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Notes is initially
offered in aggregate principal amount as specified in said Supplemental
Indenture and is part of the same series of notes issued by the Company under
the Initial Supplemental Indenture.

     The Company shall have the right to redeem this Note at the option of the
Company, without premium or penalty, in whole or in part (an "Optional
Redemption"), at a redemption price (the "Optional Redemption Price") equal to
the greater of:

     (i) 100% of the principal amount plus accrued and unpaid interest to the
Redemption Date; or


                                       19
<PAGE>


     (ii) the sum of the present values of the remaining scheduled payments of
principal and interest (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis
points plus accrued interest on the principal amount being redeemed to the
Redemption Date.

     Any redemption pursuant to the preceding paragraph will be made upon not
less than 30 nor more than 60 days prior notice before the Redemption Date to
the Holders, at the Optional Redemption Price. If the Notes are only partially
redeemed by the Company pursuant to an Optional Redemption, the Notes will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided that if at the time of redemption the Notes are registered as a Global
Note, the Depositary shall determine, in accordance with its procedures, the
principal amount of such Notes held by each Holder of Notes to be redeemed.

     In the event of redemption of this Note in part only, a new Note or Notes
of this series for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.

     [In the event that a Registration Default (as defined in the Registration
Rights Agreement) occurs, then the Company shall pay additional interest (in
addition to the interest otherwise due hereon) ("Additional Interest") to the
Holder during the period immediately following the occurrence of any such
Registration Default in an amount equal to 0.25% per annum (regardless of the
number of Registration Defaults) from and including the date on which any such
Registration Default shall occur (subject to the terms of the Registration
Rights Agreement) to but excluding the date on which all such Registration
Defaults have been cured. The Company shall pay amounts due in respect of
Additional Interest on each Interest Payment Date (or, if the Company shall
default in the payment of interest on any Interest Payment Date, on the date
such interest is otherwise paid as provided in the Indenture).]1

     [There shall also be payable in respect of this Note all Additional
Interest that may have accrued on the Note for which this Note was exchanged (as
defined in such Note) pursuant to the Exchange Offer, such Additional Interest
to be calculated in accordance with the terms of such Note and payable at the
same time and in the same manner as periodic interest on this Note.]2

---------------
     1  To be included in Initial Notes not Exchange Notes.

     2  To be included in Exchange Notes.


                                       20
<PAGE>


     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes of each series affected at the time outstanding,
as defined in the Indenture, to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of the indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Notes; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, without the consent of the Holder of each Note so affected,
or (ii) reduce the aforesaid percentage of Notes, the Holders of which are
required to consent to any such supplemental indenture, without the consent of
the Holders of each Note then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Notes of any series at the time outstanding affected
thereby, on behalf of all of the Holders of the Notes of such series, to waive
any past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such series,
and its consequences, except a default in the payment of the principal of or
premium, if any, or interest on any of the Notes of such series. Any such
consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable by the registered Holder hereof on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in the City and State of New
York accompanied by a written instrument or instruments of transfer in form


                                       21
<PAGE>


satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.

     Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Note, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

     The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. This
Global Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. As provided in the Indenture
and subject to certain limitations herein and therein set forth, Notes of this
series so issued are exchangeable for a like aggregate principal amount of Notes
of this series of a different authorized denomination, as requested by the
Holder surrendering the same.

     All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

     THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THE NOTES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


                                       22
<PAGE>


                            [FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

--------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee

--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________ attorney to transfer said Note on the books of
the Company with full power of substitution in the premises.

By:   _________________________

Date: _________________________


                                               23
<PAGE>


                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES]

     In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of an effective Registration or (ii) two
years (or such lesser period as may be provided in any amendment to Rule 144(k)
under the Securities Act) after the later of the original issuance of this Note
or the last date on which this Note was held by the Company or an Affiliate of
the Company, the undersigned confirms that without utilizing any general
solicitation or general advertising that this Note is being transferred in
accordance with its terms:

                                   [Check One]

     (1)-[ ] to the Company; or

     (2)-[ ]  pursuant to an effective registration statement under the
              Securities Act of 1933; or

     (3)-[ ]  in the United States to a "qualified institutional buyer" (as
              defined in Rule 144A under the Securities Act of 1933) that
              purchases for its own account or for the account of a qualified
              institutional buyer to whom notice is given that such transfer is
              being made in reliance on Rule 144A, in each case pursuant to and
              in compliance with Rule 144A under the Securities Act of 1933; or

     (4)--[ ] pursuant to the exemption from registration provided by Rule 144
              under the Securities Act of 1933.


                                       24
<PAGE>


Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any Person other than the
registered holder thereof, provided, however, that if box (4) is checked, the
Trustee may require, prior to registering any such transfer of the Notes, such
legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.


                                          --------------------------------------
                                                         Signature

Signature Guarantee:


--------------------------------------    --------------------------------------
Signature must be guaranteed                             Signature

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.







                                               25
<PAGE>


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated: ___________                        --------------------------------------
                                          NOTICE: To be executed by an executive
                                          officer


                                               26
<PAGE>


                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

<TABLE>

                                                                                 Signature of
                                                                                  authorized
                                                        Principal Amount of      signatory of
             Amount of decrease   Amount of increase     this Global Note         Trustee or
  Date of   in Principal Amount  in Principal Amount      following such          Securities
 Exchange   of this Global Note  of this Global Note   decrease or increase        Custodian
 --------   -------------------  -------------------   --------------------      -----------
<S>         <C>                  <C>                   <C>                       <C>

</TABLE>





                                       27
<PAGE>


                                    ARTICLE 6
                             ORIGINAL ISSUE OF NOTES

     SECTION 6.01. Original Issue of Notes; Further Issuances.

     (a) Notes in the initial aggregate principal amount of $200,000,000 may,
upon execution of this Supplemental Indenture, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chairman, its Vice Chairman, its President, or any Vice President
and its Treasurer or an Assistant Treasurer, without any further action by the
Company.

     (b) The Company may, without notice to or the consent of the Holders of the
Notes, issue additional notes of the same tenor as the Notes, so that such
additional notes and the Notes shall form a single series. Any such Notes
referred to in this Section 6.01(b) will be issued under a further supplemental
indenture.


                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION 7.01. Ratification of Indenture.

     The Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein
provided.

     SECTION 7.02. Trustee Not Responsible for Recitals.

     The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.

     SECTION 7.03. Governing Law.

     This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

     SECTION 7.04. Separability.


                                       28
<PAGE>


     In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture or of the
Notes, but this Supplemental Indenture and the Notes shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

     SECTION 7.05. Counterparts.

     This Supplemental Indenture may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.


                                       29
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.


                                            INTERNATIONAL PAPER COMPANY


                                            By /s/ TOBIN TREICHEL
                                               ---------------------------------
                                               Name:  Tobin Treichel
                                               Title: Vice President

[Seal]

Attest:

By: /s/ CAROL M. SAMALIN
    ---------------------

                                            THE BANK OF NEW YORK
                                            as Trustee


                                            By /s/ DOROTHY MILLER
                                               ---------------------------------
                                               Name:  Dorothy Miller
                                               Title: Vice President