Exhibit 4.13


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                          INTERNATIONAL PAPER COMPANY


                                      and


                     [                                   ],

                          as Purchase Contract Agent



                          PURCHASE CONTRACT AGREEMENT


                         Dated as of ___________,____


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                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

SECTION 1.01.  Definitions.....................................................1
SECTION 1.03.  Form of Documents Delivered to Purchase Contract Agent.........12
SECTION 1.04.  Acts of Holders; Record Dates..................................13
SECTION 1.05.  Notices........................................................14
SECTION 1.06.  Notice to Holders; Waiver......................................15
SECTION 1.07.  Effect of Headings and Table of Contents.......................16
SECTION 1.08.  Successors and Assigns.........................................16
SECTION 1.09.  Separability Clause............................................16
SECTION 1.10.  Benefits of Agreement..........................................16
SECTION 1.11.  Governing Law..................................................16
SECTION 1.12.  Legal Holidays.................................................17
SECTION 1.13.  Counterparts...................................................17
SECTION 1.14.  Inspection of Agreement........................................17
SECTION 1.15.  Appointment of Financial Institution as Agent for the
               Company........................................................17

                                   ARTICLE 2
                               CERTIFICATE FORMS

SECTION 2.01.  Forms of Certificates Generally................................18
SECTION 2.02.  Form of Purchase Contract Agent's Certificate of
               Authentication.................................................19

                                   ARTICLE 3
                                 THE SECURITIES

SECTION 3.01.  Amount; Form and Denominations.................................19
SECTION 3.02.  Rights and Obligations Evidenced by the Certificates...........19
SECTION 3.03.  Execution, Authentication, Delivery and Dating.................20
SECTION 3.04.  Temporary Certificates.........................................21
SECTION 3.05.  Registration; Registration of Transfer and Exchange............21
SECTION 3.06.  Book-Entry Interests...........................................23
SECTION 3.07.  Notices to Holders.............................................23
SECTION 3.08.  Appointment of Successor Depositary............................24
SECTION 3.09.  Definitive Certificates........................................24
SECTION 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates.............24
SECTION 3.11.  Persons Deemed Owners..........................................25
SECTION 3.12.  Cancellation...................................................26
SECTION 3.13.  Creation of Treasury Stock Purchase Units by Substitution
               of Treasury Securities.........................................27


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SECTION 3.14.  Reestablishment of Stock Purchase Units........................28
SECTION 3.15.  Transfer of Collateral upon Occurrence of Termination Event....30
SECTION 3.16.  No Consent to Assumption.......................................30

                                   ARTICLE 4
THE PREFERRED SECURITIES, [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP INTEREST
                           OF THE TREASURY PORTFOLIO

SECTION 4.01.  Interest Payments; Rights to Interest Payments Preserved.......31
SECTION 4.02.  Notice and Voting..............................................32
SECTION 4.03.  Distribution of [Subordinated] Notes; Tax Event Redemption.....33

                                   ARTICLE 5
                             THE PURCHASE CONTRACTS

SECTION 5.01.  Purchase of Shares of Common Stock.............................34
SECTION 5.02.  Payment of Purchase Price......................................37
SECTION 5.03.  Issuance of Shares of Common Stock.............................42
SECTION 5.04.  Adjustment of Settlement Rate..................................43
SECTION 5.05.  Notice of Adjustments and Certain Other Events.................50
SECTION 5.06.  Termination Event; Notice......................................50
SECTION 5.07.  Early Settlement...............................................51
SECTION 5.08.  Intentionally Omitted..........................................53
SECTION 5.09.  No Fractional Shares...........................................53
SECTION 5.10.  Charges and Taxes..............................................53
SECTION 5.11.  Purchase Contract Payments.....................................54
SECTION 5.12.  Deferral of Purchase Contract Payments.........................55

                                  ARTICLE 6
                                   REMEDIES

SECTION 6.01.  Unconditional Right of Holders to Receive Purchase Contract
               Payments and to Purchase Shares of Common Stock................56
SECTION 6.02.  Restoration of Rights and Remedies.............................56
SECTION 6.03.  Rights and Remedies Cumulative.................................56
SECTION 6.04.  Delay or Omission Not Waiver...................................57
SECTION 6.05.  Undertaking for Costs..........................................57
SECTION 6.06.  Waiver of Stay or Extension Laws...............................57


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                                   ARTICLE 7
                          THE PURCHASE CONTRACT AGENT

SECTION 7.01.  Certain Duties and Responsibilities............................58
SECTION 7.02.  Notice of Default..............................................59
SECTION 7.03.  Certain Rights of Purchase Contract Agent......................59
SECTION 7.04.  Not Responsible for Recitals or Issuance of Securities.........61
SECTION 7.05.  May Hold Securities............................................61
SECTION 7.06.  Money Held in Custody..........................................61
SECTION 7.07.  Compensation and Reimbursement.................................61
SECTION 7.08.  Corporate Purchase Contract Agent Required;   Eligibility......62
SECTION 7.09.  Resignation and Removal; Appointment of Successor..............62
SECTION 7.10.  Acceptance of Appointment by Successor.........................63
SECTION 7.11.  Merger, Conversion, Consolidation or Succession to Business....64
SECTION 7.12.  Preservation of Information; Communications to Holders.........64
SECTION 7.13.  No Obligations of Purchase Contract Agent......................65
SECTION 7.14.  Tax Compliance.................................................65

                                   ARTICLE 8
                            SUPPLEMENTAL AGREEMENTS

SECTION 8.01.  Supplemental Agreements Without Consent of Holders.............66
SECTION 8.02.  Supplemental Agreements with Consent of Holders................66
SECTION 8.03.  Execution of Supplemental Agreements...........................67
SECTION 8.04.  Effect of Supplemental Agreements..............................68
SECTION 8.05.  Reference to Supplemental Agreements...........................68

                                   ARTICLE 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 9.01.  Covenant Not to Consolidate, Merge, Convey, Transfer or
               Lease Property Except under Certain Conditions.................68
SECTION 9.02.  Rights and Duties of Successor Corporation.....................69
SECTION 9.03.  Officers' Certificate and Opinion of Counsel Given to
               Purchase Contract Agent........................................69

                                   ARTICLE 10
                                   COVENANTS

SECTION 10.01.  Performance under Purchase Contracts..........................70
SECTION 10.02.  Maintenance of Office or Agency...............................70
SECTION 10.03.  Company to Reserve Common Stock...............................70
SECTION 10.04.  Covenants as to Common Stock..................................71


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SECTION 10.05.  Statements of Officers of the Company as to Default...........71
SECTION 10.06.  ERISA.........................................................71




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     PURCHASE CONTRACT AGREEMENT, dated as of __________, 20__, between
INTERNATIONAL PAPER COMPANY, a New York corporation (the "Company"), and
[                      ], an __________ banking corporation, acting as purchase
contract agent for the Holders of Securities (as defined herein) from time to
time (the "Purchase Contract Agent").

                                    RECITALS

      The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Securities.

      All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Purchase Contract Agent, as provided in
this Agreement, the valid obligations of the Company, and to constitute these
presents a valid agreement of the Company, in accordance with its terms, have
been done. For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed as follows:


                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONS

      SECTION 1.01.  Definitions.

      For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular, and nouns and
pronouns of the masculine gender include the feminine and neuter genders;

     (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States;

     (c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;

      (d) the following terms have the meanings given to them in the
Declaration: (i) Applicable Ownership Interest; (ii) Applicable Principal
Amount; (iii) Guarantee; (iv) Primary Treasury Dealer; (v) Pro Rata, (vi)
Quotation Agent; (vii) Redemption Amount; (viii)


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Redemption Price; (ix) Remarketing, (x) Reset Rate, (xi) Tax Event Redemption,
(xii) Tax Event Redemption Date; (xiii) Two-Year Benchmark Treasury Rate; and
(xiv) Treasury Portfolio; and

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

      "Act" has the meaning, with respect to any Holder, set forth in Section
1.04.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

      "Applicable Market Value" has the meaning set forth in Section 5.01.

      "Applicants" has the meaning set forth in Section 7.12(b).

      "Bankruptcy Code" means title 11 of the United States Code, or any other
law of the United States that from time to time provides a uniform system of
bankruptcy laws.

      "Beneficial Owner" means, with respect to a Book-Entry Interest, a Person
who is the beneficial owner of such Book-Entry Interest as reflected on the
books of the Depositary or on the books of a Person maintaining an account with
such Depositary (directly as a Depositary Participant or as an indirect
participant, in each case in accordance with the rules of such Depositary).

      "Board of Directors" means the board of directors of the Company or a
duly authorized committee of that board.

      "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification and
delivered to the Purchase Contract Agent.

      "Book-Entry Interest" means a beneficial interest in a Global
Certificate, registered in the name of a Depositary or a nominee thereof,
ownership and transfers of which shall be maintained and made through book
entries by such Depositary as described in Section 3.06.


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      "Business Day" means any day other than a Saturday or Sunday or a day on
which banking institutions in New York City, New York, or Chicago, Illinois are
authorized or required by law or executive order to remain closed or a day on
which the Indenture Trustee or the Property Trustee is closed for business;
provided that for purposes of the second paragraph of Section 1.12 only, the
term "Business Day" shall also be deemed to exclude any day on which trading on
the New York Stock Exchange, Inc. is closed or suspended.

      "Cash Settlement" has the meaning set forth in Section 5.02(a)(i).

      "Certificate" means a Stock Purchase Units Certificate or a Treasury
Stock Purchase Units Certificate.

      "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as a depositary for
the Securities and in whose name, or in the name of a nominee of that
organization, shall be registered a Global Certificate and which shall
undertake to effect book-entry transfers and pledges of the Securities.

      "Closing Price" has the meaning set forth in Section 5.01.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Collateral" has the meaning set forth in Section 1.01(f) of the Pledge
Agreement.

      "Collateral Account" has the meaning set forth in Section 1.01(f) of the
Pledge Agreement.

      "Collateral Agent" means [                       ], as Collateral Agent
under the Pledge Agreement until a successor Collateral Agent shall have become
such pursuant to the applicable provisions of the Pledge Agreement, and
thereafter "Collateral Agent" shall mean the Person who is then the Collateral
Agent thereunder.

      "Collateral Substitution" has the meaning set forth in Section 3.13.

      "Common Stock" means the International Paper Company's, common stock, par
value $1.00.

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor shall have become such pursuant to the
applicable provision of this Agreement, and thereafter "Company" shall mean
such successor.

      "Constituent Person" has the meaning set forth in Section 5.04(b).

      "Corporate Trust Office" means the principal corporate trust office of
the Purchase


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Contract Agent at which, at any particular time, its corporate trust business
shall be administered, which office at the date hereof is located at [
                     ], Attention: Corporate Trust Department.

      "Coupon Rate" means the percentage rate per annum at which each
[Subordinated] Note will bear interest initially and, on and after
_______________, the Reset Rate.

      "Current Market Price" has the meaning set forth in Section 5.04(a)(8).

      "Declaration" means the Amended and Restated Declaration of Trust of
International Paper Capital Trust _, dated as of ___________, 2001, among the
Company as sponsor, the trustees named therein and the holders from time to
time of individual beneficial interests in the assets of the Trust.

      "Depositary" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Securities as contemplated by
Sections 3.06, 3.07, 3.08 and 3.09.

      "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

      "DTC" means The Depository Trust Company.

      "Early Settlement" has the meaning set forth in Section 5.07(a).

      "Early Settlement Amount" has the meaning set forth in Section 5.07(a).

      "Early Settlement Date" has the meaning set forth in Section 5.07(a).

      "Early Settlement Rate" has the meaning set forth in Section 5.07(c).

      "Early Settlement Week" has the meaning set forth in Section 5.04(b)(2).

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

      "Expiration Date" has the meaning set forth in Section 1.04(e).

      "Expiration Time" has the meaning set forth in Section 5.04(a)(6).


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      "Failed Remarketing" has the meaning set forth in Section 5.02(b).

      "Global Certificate" means a Certificate that evidences all or part of
the Securities and is registered in the name of a Clearing Agency or a nominee
thereof.

      "Guarantee means the Guarantee Agreement dated as of ___________, 2001
between the Company, as guarantor, and the Trust.

      "Holder" means, with respect to a Security, the Person in whose name the
Security evidenced by a Certificate is registered in the Security Register;
provided, however, that in determining whether the Holders of the requisite
number of Securities have voted on any matter, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Security
remains in the form of one or more Global Certificates and if the Depositary
which is the registered holder of such Global Certificate has sent an omnibus
proxy assigning voting rights to the Depositary Participants to whose accounts
the Securities are credited on the record date, the term "Holder" shall mean
such Depositary Participant acting at the direction of the Beneficial Owners.

      "Indenture" means the Indenture, dated as of _____________________, 2001,
between the Company and the Indenture Trustee (including any provisions of the
TIA that are deemed incorporated therein), pursuant to which the [Subordinated]
Notes will be issued.

      "Indenture Trustee" means [___________________________], a ___________
banking corporation, as trustee under the Indenture, or any successor thereto.

      "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by its Chairman of the Board, its President
or one of its Vice Presidents, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Purchase Contract
Agent.

      "non-electing share" has the meaning set forth in Section 5.04(b).

      "NYSE" has the meaning set forth in Section 5.01.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, its President or one of its Vice Presidents, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company,
and delivered to the Purchase Contract Agent. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Agreement shall include:

            (i) a statement that each officer signing the Officers' Certificate
      has read the covenant or condition and the definitions relating thereto;


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            (ii) a brief statement of the nature and scope of the examination
      or investigation undertaken by each officer in rendering the Officers'
      Certificate;

            (iii) a statement that, in the opinion of each such officer, each
      such officer has made such examination or investigation as is necessary
      to enable such officer to express an informed opinion as to whether or
      not such covenant or condition has been complied with; and

            (iv) a statement as to whether, in the opinion of each such
      officer, such condition or covenant has been complied with.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company (and who may be an employee of the Company), and who
shall be reasonably acceptable to the Purchase Contract Agent. An opinion of
counsel may rely on certificates as to matters of fact.

      "Outstanding Securities" means, with respect to any Security and as of
the date of determination, all Securities evidenced by Certificates theretofore
authenticated, executed and delivered under this Agreement, except:

            (i) If a Termination Event has occurred, (i) Treasury Stock
      Purchase Units and (ii) Stock Purchase Units for which the underlying
      [Subordinated] Notes have been theretofore deposited with the Purchase
      Contract Agent in trust for the Holders of such Stock Purchase Units;

            (ii) Securities evidenced by Certificates theretofore cancelled by
      the Purchase Contract Agent or delivered to the Purchase Contract Agent
      for cancellation or deemed cancelled pursuant to the provisions of this
      Agreement; and

            (iii) Securities evidenced by Certificates in exchange for or in
      lieu of which other Certificates have been authenticated, executed on
      behalf of the Holder and delivered pursuant to this Agreement, other than
      any such Certificate in respect of which there shall have been presented
      to the Purchase Contract Agent proof satisfactory to it that such
      Certificate is held by a protected purchaser in whose hands the
      Securities evidenced by such Certificate are valid obligations of the
      Company;

provided, however, that in determining whether the Holders of the requisite
number of the Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding Securities, except that, in determining whether the Purchase
Contract Agent shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that a
Responsible Officer of the Purchase Contract Agent actually knows to be so
owned shall be so disregarded. Securities so


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owned that have been pledged in good faith may be regarded as Outstanding
Securities if the pledgee establishes to the satisfaction of the Purchase
Contract Agent the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company or any Affiliate of the Company.

      "Payment Date" means each ____________, ___________, ___________ and
___________, commencing ___________, 20__.

      "Permitted Investments" has the meaning set forth in Section 1.01(f) of
the Pledge Agreement.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity of whatever nature.

      "Plan" means an employee benefit plan that is subject to ERISA, a plan or
individual retirement account that is subject to Section 4975 of the Code or
any entity whose assets are considered assets of any such plan.

      "Pledge" means the pledge under the Pledge Agreement of the Preferred
Securities, the [Subordinated] Notes, the Treasury Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, in each case constituting a
part of the Securities.

      "Pledge Agreement" means the Pledge Agreement, dated as of __________,
20__, among the Company, the Collateral Agent, the Securities Intermediary and
the Purchase Contract Agent, on its own behalf and as attorney-in-fact for the
Holders from time to time of the Securities.

      "Pledged [Subordinated] Notes" has the meaning set forth in Section
1.01(f) of the Pledge Agreement.

      "Pledged Preferred Securities" has the meaning set forth in Section
1.01(f) of the Pledge Agreement.

      "Predecessor Certificate" means a Predecessor Stock Purchase Units
Certificate or a Predecessor Treasury Stock Purchase Units Certificate.

      "Predecessor Stock Purchase Units Certificate" of any particular Stock
Purchase Units Certificate means every previous Stock Purchase Units
Certificate evidencing all or a portion of the rights and obligations of the
Company and the Holder under the Stock Purchase Units evidenced thereby; and,
for the purposes of this definition, any Stock Purchase Units Certificate


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authenticated and delivered under Section 3.10 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Stock Purchase Units Certificate shall be
deemed to evidence the same rights and obligations of the Company and the
Holder as the mutilated, destroyed, lost or stolen Stock Purchase Units
Certificate.

      "Predecessor Treasury Stock Purchase Units Certificate" of any particular
Treasury Stock Purchase Units Certificate means every previous Treasury Stock
Purchase Units Certificate evidencing all or a portion of the rights and
obligations of the Company and the Holder under the Treasury Stock Purchase
Units evidenced thereby; and, for the purposes of this definition, any Treasury
Stock Purchase Units Certificate authenticated and delivered under Section 3.10
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Treasury
Stock Purchase Units Certificate shall be deemed to evidence the same rights
and obligations of the Company and the Holder as the mutilated, destroyed, lost
or stolen Treasury Stock Purchase Units Certificate.

      "Preferred Securities" means the Preferred Securities of the Trust, each
having a stated liquidation amount of $__, representing preferred undivided
beneficial interests in the assets of the Trust.

      "Proceeds" has the meaning set forth in Section 1.01(f) of the Pledge
Agreement.

      "Property Trustee" means [                       ], as initial property
trustee under the Declaration, or any successors thereto that is a financial
institution unaffiliated with the Company.

      "Prospectus" means the prospectus relating to the delivery of shares of
Common Stock in connection with an Early Settlement under Section 5.07 or an
early settlement of Purchase Contracts during the Early Settlement Week under
Section 5.04(b)(2), in the form in which first filed, or transmitted for
filing, with the Commission after the effective date of the Registration
Statement pursuant to Rule 424(b) under the Securities Act, including the
documents incorporated by reference therein as of the date of such Prospectus.

      "Purchase Contract" means, with respect to any Security, the contract
forming a part of such Security and obligating the Company to (i) sell, and the
Holder of such Security to purchase, shares of Common Stock and (ii) pay the
Holder thereof Purchase Contract Payments, in each case on the terms and
subject to the conditions set forth in Article Five hereof.

      "Purchase Contract Agent" means the Person named as the "Purchase
Contract Agent" in the first paragraph of this Agreement until a successor
Purchase Contract Agent shall have become such pursuant to the applicable
provisions of this Agreement, and thereafter "Purchase Contract Agent" shall
mean such Person.

      "Purchase Contract Payments" means the payments payable by the Company on
the Payment Dates in respect of each Purchase Contract, at a rate per year
of____% of the Stated


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Amount per Purchase Contract.

      "Purchase Contract Settlement Date" means _____________.

      "Purchase Contract Settlement Fund" has the meaning set forth in Section
5.03.

      "Purchase Price" has the meaning set forth in Section 5.01.

      "Purchased Shares" has the meaning set forth in Section 5.04(a)(6).

      "Record Date" for any distribution and Purchase Contract Payment payable
on any Payment Date means, as to any Global Certificate, the Business Day next
preceding such Payment Date, and as to any other Certificate, the fifteenth
Business Day prior to such Payment Date.

      "Reference Dealer" means a dealer engaged in trading of convertible
securities.

      "Reference Price" has the meaning set forth in Section 5.01.

      "Registration Statement" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the delivery by
the Company of the shares of Common Stock in connection with an Early
Settlement under Section 5.07 or an early settlement of Purchase Contracts
during the Early Settlement Week under Section 5.04(b)(2), including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement, and any post-effective amendments
thereto.

      "Remarketing Agent" has the meaning set forth in Section 5.02(b).

      "Remarketing Agreement" means the Remarketing Agreement, dated as of
________________, 20__, between the Company and the Remarketing Agent.

      "Reorganization Event" has the meaning set forth in Section 5.04(b).

      "Responsible Officer" means, with respect to the Purchase Contract Agent,
any officer of the Purchase Contract Agent assigned by the Purchase Contract
Agent to administer this Purchase Contract Agreement.

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

      "Securities Intermediary" means [                        ], as Securities
Intermediary under the Pledge Agreement until a successor Securities
Intermediary shall have become such pursuant to the applicable provisions of
the Pledge Agreement, and thereafter


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"Securities Intermediary" shall mean such successor.

      "Security" means a Stock Purchase Unit or a Treasury Stock Purchase Unit,
as the case may be.

      "Security Register" and "Securities Registrar" have the respective
meanings set forth in Section 3.05.

      "Settlement Rate" has the meaning set forth in Section 5.01.

      "Stated Amount" means $25.

      "Stock Purchase Unit" means the collective rights and obligations of a
Holder of a Stock Purchase Units Certificate in respect of a Preferred
Security, the [Subordinated] Notes or an appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, subject in each case to
the Pledge thereof, and the related Purchase Contract; provided that the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio shall not be subject to the
Pledge.

      "Stock Purchase Units Certificate" means a certificate evidencing the
rights and obligations of a Holder in respect of the number of Stock Purchase
Units specified on such certificate.

      "[Subordinated] Notes" means the series of [Subordinated] Notes issued by
the Company under the Indenture and held by the Property Trustee.

      "Stated Amount" means $__

      "Termination Date" means the date, if any, on which a Termination Event
occurs.

      "Termination Event" means the occurrence of any of the following events:

            (i) at any time on or prior to the Purchase Contract Settlement
      Date, a judgment, decree or court order shall have been entered granting
      relief under the Bankruptcy Code, adjudicating the Company to be
      insolvent, or approving as properly filed a petition seeking
      reorganization or liquidation of the Company or any other similar
      applicable Federal or State law, and, unless such judgment, decree or
      order shall have been entered within 60 days prior to the Purchase
      Contract Settlement Date, such decree or order shall have continued
      undischarged and unstayed for a period of 60 days;

            (ii) a judgment, decree or court order for the appointment of a
      receiver or liquidator or trustee or assignee in bankruptcy or insolvency
      of the Company or of its property, or for the termination or liquidation
      of its affairs, shall have been entered, and,


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      unless such judgment, decree or order shall have been entered within 60
      days prior to the Purchase Contract Settlement Date, such judgment,
      decree or order shall have continued undischarged and unstayed for a
      period of 60 days; or

            (iii) at any time on or prior to the Purchase Contract Settlement
      Date, the Company shall file a petition for relief under the Bankruptcy
      Code, or shall consent to the filing of a bankruptcy proceeding against
      it, or shall file a petition or answer or consent seeking reorganization
      or liquidation under the Bankruptcy Code or any other similar applicable
      Federal or State law, or shall consent to the filing of any such
      petition, or shall consent to the appointment of a receiver or liquidator
      or trustee or assignee in bankruptcy or insolvency of it or of its
      property, or shall make an assignment for the benefit of creditors, or
      shall admit in writing its inability to pay its debts generally as they
      become due.

      "Threshold Appreciation Price" has the meaning set forth in Section 5.01.

      "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.

      "Trading Day" has the meaning set forth in Section 5.01.

      "Treasury Stock Purchase Unit" means, following the substitution of
Treasury Securities for Preferred Securities or [Subordinated] Notes as
collateral to secure a Holder's obligations under the Purchase Contract, the
collective rights and obligations of a Holder of a Treasury Stock Purchase
Units Certificate in respect of such Treasury Securities, subject to the Pledge
thereof, and the related Purchase Contract.

      "Treasury Stock Purchase Units Certificate" means a certificate
evidencing the rights and obligations of a Holder in respect of the number of
Treasury Stock Purchase Units specified on such certificate.

      "Treasury Securities" means zero-coupon U.S. Treasury Securities (CUSIP
No. ______________) which mature on _________________.

      "Trust" means International Paper Capital Trust _, a statutory business
formed under the laws of the State of Delaware, or any successor thereto by
merger or consolidation.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
__________, 20__, between the Company, the Trust and the Underwriters
identified in Schedule A thereto.

      "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president."


                                       11
<PAGE>


      SECTION 1.02.  Compliance Certificates and Opinions.

      Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Purchase Contract Agent to take
any action in accordance with any provision of this Agreement, the Company
shall furnish to the Purchase Contract Agent an Officers' Certificate stating
that all conditions precedent, if any, provided for in this Agreement relating
to the proposed action have been complied with and, if requested by the
Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent, if any, have been complied with,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Agreement shall include:

            (i) a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

            (ii) a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (iii) a statement that, in the opinion of each such individual, he
      or she has made such examination or investigation as is necessary to
      enable such individual to express an informed opinion as to whether or
      not such covenant or condition has been complied with; and

            (iv) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

      SECTION 1.03.  Form of Documents Delivered to Purchase Contract Agent.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of


                                       12
<PAGE>


Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

      SECTION 1.04. Acts of Holders; Record Dates.

      (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Purchase Contract Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and (subject to Section 7.01)
conclusive in favor of the Purchase Contract Agent and the Company, if made in
the manner provided in this Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Purchase Contract
Agent deems sufficient.

      (c) The ownership of Securities shall be proved by the Security Register.

      (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Certificate evidencing such
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Purchase Contract Agent or the Company in reliance thereon,
whether or not notation of such action is made upon such Certificate.

      (e) The Company may set any date as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Agreement to be given, made or taken
by Holders of Securities. If any record date is set pursuant to this paragraph,
the Holders of the Outstanding Stock Purchase Units and the Outstanding
Treasury Stock Purchase Units, as the case may be, on such record date, and no
other Holders, shall be entitled to take the relevant action with respect to
the Stock Purchase Units or the


                                       13
<PAGE>


Treasury Stock Purchase Units, as the case may be, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken prior to or on the applicable Expiration Date
by Holders of the requisite number of Outstanding Securities on such record
date. Nothing contained in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and be of no effect), and nothing contained in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
number of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its
own expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Purchase Contract
Agent in writing and to each Holder of Securities in the manner set forth in
Section 1.06.

      With respect to any record date set pursuant to this Section, the Company
may designate any date as the "Expiration Date" and from time to time may
change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is
given to the Purchase Contract Agent in writing, and to each Holder of
Securities in the manner set forth in Section 1.06, prior to or on the existing
Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the Company shall be deemed to have
initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date.

      SECTION 1.05.  Notices.

      Any notice or communication is duly given if in writing and delivered in
Person or mailed by first-class mail (registered or certified, return receipt
requested), telecopier (with receipt confirmed) or overnight air courier
guaranteeing next day delivery, to the others' address; provided that notice
shall be deemed given to the Purchase Contract Agent only upon receipt thereof:

      If to the Purchase Contract Agent:

            [                             ]
            [                             ]
            [                             ]
            Telecopier No.:
            Attention:


                                       14
<PAGE>


      If to the Company:
            International Paper Company
            400 Atlantic Street
            Stanford, Connecticut 06921
            Telecopier No.:
            Attention:

      with a copy to:

            [                               ]
            [                               ]

      If to the Collateral Agent:
            [                               ]
            [                               ]
            [                               ]
            [                               ]
            [                               ]
            Telecopier No.:
            Attention:

      If to the Property Trustee:
            [                               ]
            [                               ]
            [                               ]
            Telecopier No.:
            Attention:

      If to the Indenture Trustee:
            [                               ]
            [                               ]
            [                               ]
            [                               ]
            [                               ]
            Telecopier No.:
            Attention:

      SECTION 1.06.  Notice to Holders; Waiver.

      Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date,


                                       15
<PAGE>


prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Agreement provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Purchase Contract Agent, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Purchase Contract
Agent shall constitute a sufficient notification for every purpose hereunder.

      SECTION 1.07.  Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

      SECTION 1.08.  Successors and Assigns.

      All covenants and agreements in this Agreement by the Company and the
Purchase Contract Agent shall bind their respective successors and assigns,
whether so expressed or not.

      SECTION 1.09.  Separability Clause.

      In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

      SECTION 1.10.  Benefits of Agreement.

      Nothing contained in this Agreement or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and, to the extent provided hereby, the Holders, any
benefits or any legal or equitable right, remedy or claim under this Agreement.
The Holders from time to time shall be beneficiaries of this Agreement and
shall be bound by all of the terms and conditions hereof and of the Securities
evidenced by their Certificates by their acceptance of delivery of such
Certificates.

      SECTION 1.11.  Governing Law.

      This Agreement and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York.


                                       16
<PAGE>


      SECTION 1.12.  Legal Holidays.

      In any case where any Payment Date shall not be a Business Day
(notwithstanding any other provision of this Agreement or the Securities),
Purchase Contract Payments or other distributions shall not be paid on such
date, but Purchase Contract Payments or such other distributions shall be paid
on the next succeeding Business Day with the same force and effect as if made
on such Payment Date, provided that no interest shall accrue or be payable by
the Company or to any Holder for the period from and after any such Payment
Date, except that, if such next succeeding Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day with the same force and effect as if made on such
Payment Date.

      In any case where any Purchase Contract Settlement Date or Early
Settlement Date shall not be a Business Day (notwithstanding any other
provision of this Agreement or the Securities) Purchase Contracts shall not be
performed and Early Settlement shall not be effected on such date, but Purchase
Contracts shall be performed or Early Settlement effected, as applicable, on
the next succeeding Business Day with the same force and effect as if made on
such Purchase Contract Settlement Date or Early Settlement Date, as applicable.

      SECTION 1.13.  Counterparts.

      This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall
together constitute one and the same instrument.

      SECTION 1.14.  Inspection of Agreement.

      A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by
any Holder or Beneficial Owner.

      SECTION 1.15. Appointment of Financial Institution as Agent for the
Company.

      The Company may appoint a financial institution (which may be the
Collateral Agent) to act as its agent in performing its obligations and in
accepting and enforcing performance of the obligations of the Purchase Contract
Agent and the Holders, under this Agreement and the Purchase Contracts, by
giving notice of such appointment in the manner provided in Section 1.05
hereof. Any such appointment shall not relieve the Company in any way from its
obligations hereunder.


                                       17
<PAGE>


                                   ARTICLE 2
                               CERTIFICATE FORMS

      SECTION 2.01. Forms of Certificates Generally.

      The Certificates (including the form of Purchase Contract forming part of
each Security evidenced thereby) shall be in substantially the form set forth
in Exhibit A hereto (in the case of Certificates evidencing Stock Purchase
Units) or Exhibit B hereto (in the case of Certificates evidencing Treasury
Stock Purchase Units), with such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Securities are listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of
the Company executing such Certificates, as evidenced by their execution of the
Certificates.

      The definitive Certificates shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing the Securities evidenced by
such Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

      Every Global Certificate authenticated, executed on behalf of the Holders
and delivered hereunder shall bear a legend in substantially the following
form:

      "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
      PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
      THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
      "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
      EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER
      THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
      DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS
      CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
      DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
      DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
      REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
      CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER
      NAME AS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
      ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE


                                       18
<PAGE>


      DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

      SECTION 2.02. Form of Purchase Contract Agent's Certificate of
Authentication.

      The form of the Purchase Contract Agent's certificate of authentication
of the Securities shall be in substantially the form set forth on the form of
the applicable Certificates.


                                   ARTICLE 3
                                 THE SECURITIES

      SECTION 3.01.  Amount; Form and Denominations.

      The aggregate number of Securities evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to ______________ [(_____________ if the over-allotment option granted
in the Underwriting Agreement is exercised in full)], except for Certificates
authenticated, executed and delivered upon registration of transfer of, in
exchange for, or in lieu of, other Certificates pursuant to Sections 3.04,
3.05, 3.10, 3.13, 3.14, 5.07 or 8.05.

      The Certificates shall be issuable only in registered form and only in
denominations of a single Stock Purchase Unit or Treasury Stock Purchase Unit
and any integral multiple thereof.

      SECTION 3.02.  Rights and Obligations Evidenced by the Certificates.

      Each Stock Purchase Units Certificate shall evidence the number of Stock
Purchase Units specified therein, with each such Stock Purchase Unit
representing (1) the ownership by the Holder thereof of a beneficial interest
in a Preferred Security, a [Subordinated] Note or the Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, subject to the Pledge
of such Preferred Security, such [Subordinated] Note or the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio, as the case may be, by such Holder pursuant to the
Pledge Agreement, and (2) the rights and obligations of the Holder thereof and
the Company under one Purchase Contract. The Purchase Contract Agent, as
attorney-in-fact for, and on behalf of, the Holder of each Stock Purchase Unit
shall pledge, pursuant to the Pledge Agreement, the Preferred Security, the
[Subordinated] Note or the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, forming a part of such Stock Purchase Unit, to the Collateral
Agent and grant to the Collateral Agent a security interest in the right, title
and interest of such Holder in such Preferred Security, such [Subordinated]
Note or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, for the
benefit of the Company, to secure the obligation of the


                                       19
<PAGE>


Holder under each Purchase Contract to purchase shares of Common Stock.

      Upon the formation of a Treasury Stock Purchase Unit pursuant to Section
3.13, each Treasury Stock Purchase Units Certificate shall evidence the number
of Treasury Stock Purchase Units specified therein, with each such Treasury
Stock Purchase Unit representing (1) the ownership by the Holder thereof of a
1/40 undivided beneficial interest in a Treasury Security with a principal
amount equal to $1,000, subject to the Pledge of such Treasury Security by such
Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of
the Holder thereof and the Company under one Purchase Contract.

      Prior to the purchase of shares of Common Stock under each Purchase
Contract, such Purchase Contracts shall not entitle the Holder of a Security to
any of the rights of a holder of shares of Common Stock, including, without
limitation, the right to vote or receive any dividends or other payments or to
consent or to receive notice as a shareholder in respect of the meetings of
shareholders or for the election of directors of the Company or for any other
matter, or any other rights whatsoever as a shareholder of the Company.

      SECTION 3.03.  Execution, Authentication, Delivery and Dating.

      Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Certificates executed by the Company to the
Purchase Contract Agent for authentication, execution on behalf of the Holders
and delivery, together with its Issuer Order for authentication of such
Certificates, and the Purchase Contract Agent in accordance with such Issuer
Order shall authenticate, execute on behalf of the Holders and deliver such
Certificates.

      The Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Certificates may be manual or
facsimile.

      Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificates.

      No Purchase Contract evidenced by a Certificate shall be valid until such
Certificate has been executed on behalf of the Holder by the manual signature
of an authorized signatory of the Purchase Contract Agent, as such Holder's
attorney-in-fact. Such signature by an authorized signatory of the Purchase
Contract Agent shall be conclusive evidence that the Holder of such Certificate
has entered into the Purchase Contracts evidenced by such Certificate.

      Each Certificate shall be dated the date of its authentication.


                                       20
<PAGE>


      No Certificate shall be entitled to any benefit under this Agreement or
be valid or obligatory for any purpose unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by an authorized signatory of the Purchase Contract Agent by manual
signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

      SECTION 3.04.  Temporary Certificates.

      Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holders, and deliver, in
lieu of such definitive Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A or Exhibit B hereto, as the case
may be, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, are
listed, or as may, consistently herewith, be determined by the officers of the
Company executing such Certificates, as evidenced by their execution of the
Certificates.

      If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation
of definitive Certificates, the temporary Certificates shall be exchangeable
for definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Securities as the temporary Certificate or Certificates so surrendered. Until
so exchanged, the temporary Certificates shall in all respects evidence the
same benefits and the same obligations with respect to the Securities,
evidenced thereby as definitive Certificates.

      SECTION 3.05.  Registration; Registration of Transfer and Exchange.

      The Purchase Contract Agent shall keep at the Corporate Trust Office a
register (the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Purchase Contract Agent shall provide for
the registration of Certificates and of transfers of Certificates (the Purchase
Contract Agent, in such capacity, the "Security Registrar"). The Security
Registrar shall record separately the registration and transfer of the
Certificates evidencing Stock Purchase Units and Treasury Stock Purchase Units.

      Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the designated transferee or transferees,


                                       21
<PAGE>


and deliver, in the name of the designated transferee or transferees, one or
more new Certificates of any authorized denominations, like tenor, and
evidencing a like number of Stock Purchase Units or Treasury Stock Purchase
Units, as the case may be.

      At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Stock Purchase Units or Treasury Stock Purchase Units, as the case may be, upon
surrender of the Certificates to be exchanged at the Corporate Trust Office.
Whenever any Certificates are so surrendered for exchange, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holder, and deliver the
Certificates which the Holder making the exchange is entitled to receive.

      All Certificates issued upon any registration of transfer or exchange of
a Certificate shall evidence the ownership of the same number of Stock Purchase
Units or Treasury Stock Purchase Units, as the case may be, and be entitled to
the same benefits and subject to the same obligations, under this Agreement as
the Stock Purchase Units or Treasury Stock Purchase Units, as the case may be,
evidenced by the Certificate surrendered upon such registration of transfer or
exchange.

      Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Purchase Contract Agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Purchase Contract Agent duly executed, by
the Holder thereof or its attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Purchase Contract Agent may
require payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Sections 3.06 and 8.05 not involving any transfer.

      Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder
and deliver any Certificate in exchange for any other Certificate presented or
surrendered for registration of transfer or for exchange on or after the
Business Day immediately preceding the earliest of any Early Settlement Date
for such Certificate, the Purchase Contract Settlement Date or the Termination
Date. In lieu of delivery of a new Certificate, upon satisfaction of the
applicable conditions specified above in this Section and receipt of
appropriate registration or transfer instructions from such Holder, the
Purchase Contract Agent shall:

            (i) if the Purchase Contract Settlement Date or an Early Settlement
      Date with respect to such other Certificate has occurred, deliver the
      shares of Common Stock issuable in respect of the Purchase Contracts
      forming a part of the Securities evidenced by


                                       22
<PAGE>


      such other Certificate; or

            (ii) if a Cash Settlement or an Early Settlement Date with respect
      to such other Certificate shall have occurred, or if a Termination Event
      shall have occurred prior to the Purchase Contract Settlement Date,
      transfer the Preferred Securities, the [Subordinated] Notes, the Treasury
      Securities, or the appropriate Applicable Ownership Interest of the
      Treasury Portfolio, as the case may be, evidenced thereby, in each case
      subject to the applicable conditions and in accordance with the
      applicable provisions of Section 3.15 and Article Five hereof.

      SECTION 3.06.  Book-Entry Interests.

      The Certificates, on original issuance, will be issued in the form of one
or more fully registered Global Certificates, to be delivered to the Depositary
or its custodian by, or on behalf of, the Company. The Company hereby
designates DTC as the initial Depositary. Such Global Certificates shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.09. The Purchase Contract
Agent shall enter into an agreement with the Depositary if so requested by the
Company. Unless and until definitive, fully registered Certificates have been
issued to Beneficial Owners pursuant to Section 3.09:

            (i) the provisions of this Section 3.06 shall be in full force and
      effect;

            (ii) the Company shall be entitled to deal with the Depositary for
      all purposes of this Agreement (including making Purchase Contract
      Payments and receiving approvals, votes or consents hereunder) as the
      Holder of the Securities and the sole holder of the Global Certificates
      and shall have no obligation to the Beneficial Owners;

            (iii) to the extent that the provisions of this Section 3.06
      conflict with any other provisions of this Agreement, the provisions of
      this Section 3.06 shall control; and

            (iv) the rights of the Beneficial Owners shall be exercised only
      through the Depositary and shall be limited to those established by law
      and agreements between such Beneficial Owners and the Depositary or the
      Depositary Participants.

      SECTION 3.07.  Notices to Holders.

      Whenever a notice or other communication to the Holders is required to be
given under this Agreement, the Company or the Company's agent shall give such
notices and communications to the Holders and, with respect to any Securities
registered in the name of the Depositary or the nominee of the Depositary, the
Company or the Company's agent shall, except as set forth herein, have no
obligations to the Beneficial Owners.


                                       23
<PAGE>


      SECTION 3.08.  Appointment of Successor Depositary.

      If the Depositary elects to discontinue its services as securities
depositary with respect to the Securities, the Company may, in its sole
discretion, appoint a successor Depositary with respect to the Securities.

      SECTION 3.09.  Definitive Certificates.

      If:

            (i) the Depositary elects to discontinue its services as securities
      depositary with respect to the Securities and a successor Depositary is
      not appointed within 90 days after such discontinuance pursuant to
      Section 3.08; or

            (ii) the Company elects, after consultation with the Purchase
      Contract Agent, to terminate the book-entry system for the Securities,

then (x) definitive Certificates shall be prepared by the Company with respect
to such Securities and delivered to the Purchase Contract Agent and (y) upon
surrender of the Global Certificates representing the Securities by the
Depositary, accompanied by registration instructions, the Company shall cause
definitive Certificates to be delivered to Beneficial Owners in accordance with
the instructions of the Depositary. The Company shall not be liable for any
delay in delivery of such instructions and may conclusively rely on and shall
be protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Securities of the same kind and tenor as the Global
Certificate so surrendered in respect thereof.

      SECTION 3.10.  Mutilated, Destroyed, Lost and Stolen Certificates.

      If any mutilated Certificate is surrendered to the Purchase Contract
Agent, the Company shall execute and deliver to the Purchase Contract Agent,
and the Purchase Contract Agent shall authenticate, execute on behalf of the
Holder, and deliver in exchange therefor, a new Certificate, evidencing the
same number of Stock Purchase Units or Treasury Stock Purchase Units, as the
case may be, and bearing a Certificate number not contemporaneously
outstanding.

      If there shall be delivered to the Company and the Purchase Contract
Agent (i) evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and (ii) such security or indemnity as may be required by them
to hold each of them and any agent of any of them harmless, then, in the
absence of notice to the Company or the Purchase Contract Agent that such
Certificate has been acquired by a protected purchaser, the Company shall
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall authenticate, execute on behalf of the Holder, and deliver to the
Holder, in lieu of any such destroyed, lost or stolen Certificate, a new
Certificate, evidencing the same number of Stock Purchase Units or Treasury
Stock Purchase Units, as the case may be, and bearing a Certificate number not


                                       24
<PAGE>


contemporaneously outstanding.

      Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Purchase Contract Agent, and the Purchase Contract
Agent shall not be obligated to authenticate, execute on behalf of the Holder,
and deliver to the Holder, a Certificate on or after the Business Day
immediately preceding the earliest of any Early Settlement Date for such lost
or mutilated Certificate, the Purchase Contract Settlement Date or the
Termination Date. In lieu of delivery of a new Certificate, upon satisfaction
of the applicable conditions specified above in this Section and receipt of
appropriate registration or transfer instructions from such Holder, the
Purchase Contract Agent shall:

            (i) if the Purchase Contract Settlement Date or an Early Settlement
      Date with respect to such lost or mutilated Certificate has occurred,
      deliver the shares of Common Stock issuable in respect of the Purchase
      Contracts forming a part of the Securities evidenced by such Certificate;
      or

            (ii) if a Cash Settlement or an Early Settlement Date with respect
      to such lost or mutilated Certificate shall have occurred or if a
      Termination Event shall have occurred prior to the Purchase Contract
      Settlement Date, transfer the Preferred Securities, the [Subordinated]
      Notes, the Treasury Securities or the appropriate Applicable Ownership
      Interest (as specified in clause (A) of the definition of such term) of
      the Treasury Portfolio, as the case may be, evidenced thereby, in each
      case subject to the applicable conditions and in accordance with the
      applicable provisions of Section 3.15 and Article Five hereof.

      Upon the issuance of any new Certificate under this Section, the Company
and the Purchase Contract Agent may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Purchase Contract Agent) connected therewith.

      Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the
Security evidenced thereby, whether or not the destroyed, lost or stolen
Certificate (and the Securities evidenced thereby) shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Certificates delivered hereunder.

      The provisions of this Section are exclusive and shall preclude, to the
extent lawful, all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.

      SECTION 3.11.  Persons Deemed Owners.


                                       25
<PAGE>


      Prior to due presentment of a Certificate for registration of transfer,
the Company and the Purchase Contract Agent, and any agent of the Company or
the Purchase Contract Agent, may treat the Person in whose name such
Certificate is registered as the owner of the Security evidenced thereby, for
the purpose of receiving distributions on the Preferred Securities, the
Treasury Securities, the [Subordinated] Notes, or on the maturing quarterly
interest strips of the Treasury Portfolio, as applicable, receiving Purchase
Contract Payments, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any distributions on the Preferred
Securities, the Treasury Securities, the [Subordinated] Notes, or Treasury
Portfolio, as applicable, or Purchase Contract Payments payable on the Purchase
Contracts, each constituting a part of the Security evidenced thereby shall be
overdue and notwithstanding any notice to the contrary, and neither the Company
nor the Purchase Contract Agent, nor any agent of the Company or the Purchase
Contract Agent, shall be affected by notice to the contrary.

      Notwithstanding the foregoing, with respect to any Global Certificate,
nothing contained herein shall prevent the Company, the Purchase Contract Agent
or any agent of the Company or the Purchase Contract Agent, from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary (or its nominee), as a Holder, with respect to such Global
Certificate or impair, as between such Depositary and the related Beneficial
Owner, the operation of customary practices governing the exercise of rights of
the Depositary (or its nominee) as Holder of such Global Certificate.

      SECTION 3.12.  Cancellation.

      All Certificates surrendered for delivery of shares of Common Stock on or
after the Purchase Contract Settlement Date, upon the transfer of Preferred
Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest
(as specified in clause (A) of the definition of that term) of the Treasury
Portfolio or Treasury Securities, as the case may be, after the occurrence of a
Termination Event or pursuant to an Early Settlement, or upon the registration
of transfer or exchange of a Security, or a Collateral Substitution or the
reestablishment of Stock Purchase Units shall, if surrendered to any Person
other than the Purchase Contract Agent, be delivered to the Purchase Contract
Agent and, if not already cancelled, shall be promptly cancelled by it. The
Company may at any time deliver to the Purchase Contract Agent for cancellation
any Certificates previously authenticated, executed and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by
the Purchase Contract Agent. No Certificates shall be authenticated, executed
on behalf of the Holder and delivered in lieu of or in exchange for any
Certificates cancelled as provided in this Section, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Purchase
Contract Agent shall be disposed of in accordance with its customary practices.

      If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Purchase
Contract Agent cancelled or for cancellation.


                                       26
<PAGE>


      SECTION 3.13. Creation of Treasury Stock Purchase Units by Substitution
of Treasury Securities.

      Subject to the conditions set forth in this Agreement, a Holder may
separate the Preferred Securities or the [Subordinated] Notes, as applicable,
from the related Purchase Contracts in respect of such Holder's Stock Purchase
Units by substituting for such Preferred Securities or [Subordinated] Notes, as
applicable, Treasury Securities in an aggregate principal amount equal to the
aggregate liquidation amount of such Preferred Securities or the aggregate
principal amount of such [Subordinated] Notes, as applicable (a "Collateral
Substitution"), at any time from and after the date of this Agreement and prior
to or on the seventh Business Day immediately preceding the Purchase Contract
Settlement Date. To effect such substitution, the Holder must:

            (1)   deposit with the Securities Intermediary Treasury Securities
                  having an aggregate principal amount equal to the aggregate
                  liquidation amount of the Preferred Securities or the
                  aggregate principal amount of the [Subordinated] Notes
                  comprising part of such Stock Purchase Units, as the case may
                  be; and

            (2)   transfer the related Stock Purchase Units to the Purchase
                  Contract Agent accompanied by a notice to the Purchase
                  Contract Agent, substantially in the form of Exhibit C
                  hereto, (i) stating that the Holder has transferred the
                  relevant amount of Treasury Securities to the Securities
                  Intermediary and (ii) requesting that the Purchase Contract
                  Agent instruct the Collateral Agent to release the Preferred
                  Securities or the [Subordinated] Notes, as the case may be,
                  underlying such Stock Purchase Units, whereupon the Purchase
                  Contract Agent shall promptly provide an instruction to such
                  effect to the Collateral Agent, substantially in the form of
                  Exhibit A to the Pledge Agreement.

      Upon receipt of the Treasury Securities described in clause (1) above and
the instruction described in clause (2) above, in accordance with the terms of
the Pledge Agreement, the Collateral Agent will cause the Securities
Intermediary to effect the release of such Preferred Securities or the
[Subordinated] Notes, as the case may be, from the Pledge, free and clear of
the Company's security interest therein, and the transfer of such Preferred
Securities or the [Subordinated] Notes, as the case may be, to the Purchase
Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase
Contract Agent shall promptly:

            (i) cancel the related Stock Purchase Units;

            (ii) transfer the Preferred Securities or the [Subordinated] Notes,
      as the case may be, to the Holder; and

            (iii) authenticate, execute on behalf of such Holder and deliver a
      Treasury Stock Purchase Units Certificate executed by the Company in
      accordance with Section 3.03


                                       27
<PAGE>


      evidencing the same number of Purchase Contracts as were evidenced by the
      cancelled Stock Purchase Units.

      Holders who elect to separate the Preferred Securities or the
[Subordinated] Notes, as the case may be, from the related Purchase Contracts
and to substitute Treasury Securities for such Preferred Securities or the
[Subordinated] Notes, as the case may be, shall be responsible for any fees or
expenses payable to the Collateral Agent for its services as Collateral Agent
in respect of the substitution, and the Company shall not be responsible for
any such fees or expenses.

      Holders may make Collateral Substitutions only in integral multiples of
40 Stock Purchase Units. If a Tax Event Redemption has occurred, Holders may no
longer convert their Stock Purchase Units into Treasury Stock Purchase Units.

      In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Stock Purchase Units
or fails to deliver Stock Purchase Units Certificates to the Purchase Contract
Agent after depositing Treasury Securities with the Collateral Agent, any
distributions on the Preferred Securities or the [Subordinated] Notes
constituting a part of such Stock Purchase Units, as the case may be, shall be
held in the name of the Purchase Contract Agent or its nominee in trust for the
benefit of such Holder, until such Stock Purchase Units are so transferred or
the Stock Purchase Units Certificate is so delivered, as the case may be, or,
such Holder provides evidence satisfactory to the Company and the Purchase
Contract Agent that such Stock Purchase Units Certificate has been destroyed,
lost or stolen, together with any indemnity that may be required by the
Purchase Contract Agent and the Company.

      Except as described in this Section 3.13 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a Stock Purchase
Unit remains in effect, such Stock Purchase Unit shall not be separable into
its constituent parts, and the rights and obligations of the Holder in respect
of the Preferred Securities or the [Subordinated] Notes, as the case may be,
and the Purchase Contract comprising such Stock Purchase Unit may be acquired,
and may be transferred and exchanged, only as a Stock Purchase Unit.

      SECTION 3.14.  Reestablishment of Stock Purchase Units.

      Subject to the conditions set forth in this Agreement, a Holder of
Treasury Stock Purchase Units may reestablish Stock Purchase Units at any time
(i) prior to or on the seventh Business Day immediately preceding the Purchase
Contract Settlement Date, by:

            (1)   depositing with the Securities Intermediary Preferred
                  Securities or [Subordinated] Notes, as the case may be,
                  having an aggregate liquidation amount (in the case of
                  Preferred Securities) or aggregate principal amount (in the
                  case of [Subordinated] Notes), as the case may be, equal to
                  the aggregate principal amount at maturity of the Treasury
                  Securities comprising


                                       28
<PAGE>


                  part of the Treasury Stock Purchase Units; and

            (2)   transferring the related Treasury Stock Purchase Units to the
                  Purchase Contract Agent accompanied by a notice to the
                  Purchase Contract Agent, substantially in the form of Exhibit
                  C hereto, (i) stating that the Holder has transferred the
                  relevant amount of Preferred Securities or [Subordinated]
                  Notes, as the case may be, to the Securities Intermediary and
                  (ii) requesting that the Purchase Contract Agent instruct the
                  Collateral Agent to release the Treasury Securities
                  underlying such Treasury Stock Purchase Units, whereupon the
                  Purchase Contract Agent shall promptly provide an instruction
                  to such effect to the Collateral Agent, substantially in the
                  form of Exhibit C to the Pledge Agreement.

Upon receipt of the Preferred Securities or the [Subordinated] Notes, as the
case may be, described in clause (1) above and the instruction described in
clause (2) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will cause the Securities Intermediary to effect the release
of the Treasury Securities having a corresponding aggregate principal amount at
maturity from the Pledge, free and clear of the Company's security interest
therein, and the transfer to the Purchase Contract Agent on behalf of the
Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly:

            (i) cancel the related Treasury Stock Purchase Units;

            (ii) transfer the Treasury Securities to the Holder; and

            (iii) authenticate, execute on behalf of such Holder and deliver a
      Stock Purchase Units Certificate executed by the Company in accordance
      with Section 3.03 evidencing the same number of Purchase Contracts as
      were evidenced by the cancelled Treasury Stock Purchase Units.

      Holders who elect to reestablish Stock Purchase Units shall be
responsible for any fees or expenses payable to the Collateral Agent for its
services as Collateral Agent in respect of the reestablishment, and the Company
shall not be responsible for any such fees or expenses.

      Holders of Treasury Stock Purchase Units may only reestablish Stock
Purchase Units in integral multiples of 40 Treasury Stock Purchase Units. If a
Tax Event Redemption has occurred, Holders may no longer convert their Treasury
Stock Purchase Units into Stock Purchase Units.

      Except as provided in this Section 3.14 or in connection with a Cash
Settlement, for so long as the Purchase Contract underlying a Treasury Stock
Purchase Unit remains in effect, such Treasury Stock Purchase Unit shall not be
separable into its constituent parts and the rights and obligations of the
Holder of such Treasury Stock Purchase Unit in respect of the 1/40 of a


                                       29
<PAGE>


Treasury Security and the Purchase Contract comprising such Treasury Stock
Purchase Unit may be acquired, and may be transferred and exchanged, only as a
Treasury Stock Purchase Unit.

      SECTION 3.15. Transfer of Collateral upon Occurrence of Termination
Event.

      Upon the occurrence of a Termination Event and the transfer to the
Purchase Contract Agent of the Preferred Securities, [Subordinated] Notes, the
appropriate Applicable Ownership Interest of the Treasury Portfolio or the
Treasury Securities, as the case may be, underlying the Stock Purchase Units
and the Treasury Stock Purchase Units, as the case may be, pursuant to the
terms of the Pledge Agreement, the Purchase Contract Agent shall request
transfer instructions with respect to such Preferred Securities, [Subordinated]
Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio
or Treasury Securities, as the case may be, from each Holder by written
request, substantially in the form of Exhibit D hereto, mailed to such Holder
at its address as it appears in the Security Register.

      Upon book-entry transfer of the Stock Purchase Units or the Treasury
Stock Purchase Units or delivery of a Stock Purchase Units Certificate or
Treasury Stock Purchase Units Certificate to the Purchase Contract Agent with
such transfer instructions, the Purchase Contract Agent shall transfer the
Preferred Securities, [Subordinated] Notes, the appropriate Applicable
Ownership Interest of the Treasury Portfolio or Treasury Securities, as the
case may be, underlying such Stock Purchase Units or Treasury Stock Purchase
Units, as the case may be, to such Holder by book-entry transfer, or other
appropriate procedures, in accordance with such instructions. In the event a
Holder of Stock Purchase Units or Treasury Stock Purchase Units fails to effect
such transfer or delivery, the Preferred Securities, [Subordinated] Notes, the
appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury
Securities, as the case may be, underlying such Stock Purchase Units or
Treasury Stock Purchase Units, as the case may be, and any distributions
thereon, shall be held in the name of the Purchase Contract Agent or its
nominee in trust for the benefit of such Holder, until the earlier to occur of:

            (i) the transfer of such Stock Purchase Units or Treasury Stock
      Purchase Units or surrender of the Stock Purchase Units Certificate or
      Treasury Stock Purchase Units Certificate or receipt by the Company and
      the Purchase Contract Agent from such Holder of satisfactory evidence
      that such Stock Purchase Units Certificate or Treasury Stock Purchase
      Units Certificate has been destroyed, lost or stolen, together with any
      indemnity that may be required by the Purchase Contract Agent and the
      Company; and

            (ii) the expiration of the time period specified in the abandoned
      property laws of the relevant State.

      SECTION 3.16. No Consent to Assumption.

      Each Holder of a Security, by acceptance thereof, shall be deemed
expressly to have withheld any consent to the assumption under Section 365 of
the Bankruptcy Code or otherwise,


                                       30
<PAGE>


of the Purchase Contract by the Company or its trustee, receiver, liquidator or
a person or entity performing similar functions in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or Federal law providing for reorganization or liquidation.


                                   ARTICLE 4
THE PREFERRED SECURITIES, [SUBORDINATED] NOTES AND APPLICABLE OWNERSHIP INTEREST
                           OF THE TREASURY PORTFOLIO

      SECTION 4.01.  Interest Payments; Rights to Interest Payments Preserved.

      Any distribution on any Preferred Security, any [Subordinated] Note or on
the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the
case may be, which is paid on any Payment Date shall, subject to receipt
thereof by the Purchase Contract Agent from the Collateral Agent as provided by
the terms of the Pledge Agreement, be paid to the Person in whose name the
Stock Purchase Units Certificate (or one or more Predecessor Stock Purchase
Units Certificates) of which such Preferred Security, such [Subordinated] Note
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, is registered at the close of business on the Record Date for
such Payment Date. Any such distribution shall be subject to deferral at the
option of the Company in accordance with the Indenture and the Declaration.

      Each Stock Purchase Units Certificate evidencing Preferred Securities,
[Subordinated] Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio delivered under this Agreement upon registration of transfer
of or in exchange for or in lieu of any other Stock Purchase Units Certificate
shall carry the right to distributions accrued and unpaid, and to accrue
distributions interest, which were carried by the Preferred Securities,
[Subordinated] Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio underlying such other Stock Purchase Units Certificate.

      In the case of any Stock Purchase Units with respect to which Cash
Settlement of the underlying Purchase Contract is properly effected pursuant to
Section 5.02 hereof, or with respect to which Early Settlement of the
underlying Purchase Contract is properly effected pursuant tot Section 5.07
hereof, or with respect to which a Collateral Substitution is effected, in each
case on a date that is after any Record Date and prior to or on the next
succeeding Payment Date, distributions on the Preferred Securities,
[Subordinated] Notes or on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Stock Purchase Unit
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement or Collateral
Substitution, and such distributions shall, subject to receipt thereof by the
Purchase Contract Agent, be payable to the Person in whose name the Stock
Purchase Units Certificate (or one or more Predecessor Stock


                                       31
<PAGE>


Purchase Units Certificates) was registered at the close of business on the
Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Stock Purchase Unit with respect to
which Cash Settlement or Early Settlement of the underlying Purchase Contract
is properly effected, or with respect to which a Collateral Substitution has
been effected, distributions on the related Preferred Securities,
[Subordinated] Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, that would otherwise be payable after
the Purchase Contract Settlement Date, Early Settlement Date or the date of the
Collateral Substitution, as the case may be, shall not be payable hereunder to
the Holder of such Stock Purchase Units; provided, however, that to the extent
that such Holder continues to hold separated Preferred Securities or
[Subordinated] Notes that formerly comprised a part of such Holder's Stock
Purchase Unit, such Holder shall be entitled to receive distributions on such
separated Preferred Securities or [Subordinated] Notes.

      Not later than 15 calendar days nor more than 30 calendar days prior to
the Remarketing Date, the Company shall request the Depositary to notify the
Beneficial Owners or Depositary Participants holding Securities of the
procedures to be followed by Holders of Securities who intend to effect a Cash
Settlement.

      SECTION 4.02.  Notice and Voting.

      Under the terms of the Pledge Agreement, the Purchase Contract Agent will
be entitled to exercise the voting and any other consensual rights pertaining
to the Pledged Preferred Securities or Pledged [Subordinated] Notes, but only
to the extent instructed in writing by the Holders as described below. Upon
receipt of notice of any meeting at which holders of Preferred Securities or
[Subordinated] Notes are entitled to vote or upon any solicitation of consents,
waivers or proxies of holders of Preferred Securities or [Subordinated] Notes,
the Purchase Contract Agent shall, as soon as practicable thereafter, mail,
first class, postage pre-paid, to the Holders of Stock Purchase Units a notice:

            (i) containing such information as is contained in the notice or
      solicitation;

            (ii) stating that each Holder on the record date set by the
      Purchase Contract Agent therefor (which, to the extent possible, shall be
      the same date as the record date for determining the holders of Preferred
      Securities or [Subordinated] Notes, as the case may be, entitled to vote)
      shall be entitled to instruct the Purchase Contract Agent as to the
      exercise of the voting rights pertaining to such Preferred Securities or
      [Subordinated] Notes underlying their Stock Purchase Units; and

            (iii) stating the manner in which such instructions may be given.

Upon the written request of the Holders of Stock Purchase Units on such record
date received by the Purchase Contract Agent at least six days prior to such
meeting, the Purchase Contract Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the


                                       32
<PAGE>


instructions set forth in such requests, the maximum number of Preferred
Securities or [Subordinated] Notes, as the case may be, as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of a Stock Purchase Unit, the Purchase Contract
Agent shall abstain from voting the Preferred Securities or [Subordinated]
Notes underlying such Stock Purchase Unit. The Company hereby agrees, if
applicable, to solicit Holders of Stock Purchase Units to timely instruct the
Purchase Contract Agent in order to enable the Purchase Contract Agent to vote
such Preferred Securities or [Subordinated] Notes and the Trust shall covenant
to this effect in the Declaration.

      SECTION 4.03. Distribution of [Subordinated] Notes; Tax Event Redemption.

      Upon the dissolution and liquidation of the Trust in accordance with the
Declaration, an aggregate principal amount at maturity of [Subordinated] Notes
constituting the assets of the Trust and underlying the Preferred Securities
equal to the aggregate liquidation amount of the Pledged Preferred Securities
shall be delivered to the Securities Intermediary in exchange for the Pledged
Preferred Securities. Thereafter, the [Subordinated] Notes will be substituted
for the Pledged Preferred Securities as the Collateral, and will be held by the
Securities Intermediary in the Collateral Account in accordance with the terms
of the Pledge Agreement to secure the obligations of each Holder of a Stock
Purchase Unit to purchase the Common Stock of the Company under the Purchase
Contracts constituting a part of such Stock Purchase Unit.

      Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the [Subordinated] Notes as provided for in the Declaration, an amount
equal to the Liquidation Distribution shall be deposited in the Collateral
Account in exchange for the Pledged Preferred Securities. Thereafter, pursuant
to the terms of the Pledge Agreement, the Collateral Agent shall cause the
Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of Stock
Purchase Units the Treasury Portfolio and promptly remit the remaining portion
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders of such Stock Purchase Units. The Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio will be substituted as Collateral for the Pledged Preferred
Securities and will be held by the Collateral Agent in accordance with the
terms of the Pledge Agreement to secure the obligation of each Holder of a
Stock Purchase Unit to purchase the Common Stock of the Company under the
Purchase Contract constituting a part of such Stock Purchase Unit.

      Following the dissolution and liquidation of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the [Subordinated] Notes or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, as the Holders and the Collateral Agent had in
respect of the Preferred Securities subject to the Pledge thereof as provided
in the Pledge Agreement. The Company may cause to be made in any Stock Purchase
Unit Certificates thereafter to be issued such change in phraseology and form
(but not in substance) as may be


                                       33
<PAGE>


appropriate to reflect the dissolution and liquidation of the Trust and the
substitution of [Subordinated] Notes or the Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, for Preferred Securities as Collateral.

      Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount, plus any
accumulated and unpaid distributions or accrued and unpaid interest, as the
case may be, payable on the Tax Event Redemption Date with respect to the
Applicable Principal Amount shall be deposited in the Collateral Account in
exchange for the Pledged Preferred Securities or the Pledged [Subordinated]
Notes, as the case may be. Thereafter, pursuant to the terms of the Pledge
Agreement, the Collateral Agent shall cause the Securities Intermediary to
apply an amount equal to the Redemption Amount of such funds to purchase on
behalf of the Holders of Stock Purchase Units the Treasury Portfolio and
promptly remit the remaining portion of such funds to the Purchase Contract
Agent for payment to the Holders of such Stock Purchase Units. The Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio will be substituted as Collateral for the Pledged
Preferred Securities or the Pledged [Subordinated] Notes, as the case may be,
and will be held by the Collateral Agent in accordance with the terms of the
Pledge Agreement to secure the obligation of each Holder of a Stock Purchase
Unit to purchase the Common Stock of the Company under the Purchase Contract
constituting a part of such Stock Purchase Unit. Following the occurrence of a
Tax Event Redemption prior to the Purchase Contract Settlement Date, the
Holders of Stock Purchase Units and the Collateral Agent shall have such
security interest rights and obligations with respect to the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio as the Holders of Stock Purchase Units and the
Collateral Agent had in respect of the Preferred Securities or [Subordinated]
Notes, as the case may be, subject to the Pledge thereof as provided in the
Pledge Agreement, and any reference herein to the Preferred Securities or the
[Subordinated] Notes shall be deemed to be reference to such Treasury
Portfolio. The Company may cause to be made in any Stock Purchase Unit
Certificates thereafter to be issued such change in phraseology and form (but
not in substance) as may be appropriate to reflect the liquidation of the Trust
and the substitution of the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio for
Preferred Securities or [Subordinated] Notes as Collateral.


                                   ARTICLE 5
                             THE PURCHASE CONTRACTS

      SECTION 5.01.  Purchase of Shares of Common Stock.

      Each Purchase Contract shall obligate the Holder of the related Security
to purchase, and the Company to sell, on the Purchase Contract Settlement Date
at a price equal to the Stated


                                       34
<PAGE>


Amount (the "Purchase Price"), a number of shares of Common Stock (subject to
Section 5.09) equal to the Settlement Rate unless an Early Settlement has
occurred in accordance with Section 5.07 hereof or, prior to or on the Purchase
Contract Settlement Date, there shall have occurred a Termination Event with
respect to the Security of which such Purchase Contract is a part. The
"Settlement Rate" is equal to:

            (i) if the Applicable Market Value (as defined below) is greater
      than or equal to $______ (the "Threshold Appreciation Price"), _______
      share of Common Stock per Purchase Contract;

            (ii) if the Applicable Market Value is less than the Threshold
      Appreciation Price but greater than $_______ (the "Reference Price"), the
      number of shares of Common Stock per Purchase Contract having a value,
      based on the Applicable Market Value, equal to the Stated Amount; and

            (iii) if the Applicable Market Value is less than or equal to the
      Reference Price, _______ share of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in Section 5.04 (and in each
case rounded upward or downward to the nearest 1/10,000th of a share).

      The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

      The "Closing Price" per share of Common Stock on any date of
determination means:

            (i) the closing sale price as of the 4:15 p.m. close of the
      principal trading session (or, if no closing price is reported, the last
      reported sale price) per share on the New York Stock Exchange, Inc. (the
      "NYSE") on such date;

            (ii) if the Common Stock is not listed for trading on the NYSE on
      any such date, the closing sale price per share as reported in the
      composite transactions for the principal United States securities
      exchange on which the Common Stock is so listed;

            (iii) if the Common Stock is not so listed on a United States
      national or regional securities exchange, the closing sale price per
      share as reported by The Nasdaq National Market;

            (iv) if the Common Stock is not so reported, the last quoted bid
      price for the Common Stock in the over-the-counter market as reported by
      the National Quotation Bureau or similar organization; or


                                       35
<PAGE>


            (v) if such bid price is not available, the average of the
      mid-point of the last bid and ask prices of the Common Stock on such date
      from at least three nationally recognized independent investment banking
      firms retained for this purpose by the Company.

      A "Trading Day" means a day on which the Common Stock (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

      Each Holder of a Stock Purchase Unit or a Treasury Stock Purchase Unit,
by its acceptance thereof:

            (i) irrevocably authorizes the Purchase Contract Agent to enter
      into and perform the related Purchase Contract on its behalf as its
      attorney-in- fact (including the execution of Certificates on behalf of
      such Holder);

            (ii) agrees to be bound by the terms and provisions thereof;

            (iii) covenants and agrees to perform its obligations under such
      Purchase Contracts;

            (iv) consents to the provisions hereof;

            (v) irrevocably authorizes the Purchase Contract Agent to enter
      into and perform this Agreement and the Pledge Agreement on its behalf as
      its attorney-in-fact; and

            (vi) consents to, and agrees to be bound by, the Pledge of such
      Holder's right, title and interest in and to the Collateral Account,
      including the Preferred Securities, [Subordinated] Notes, the Applicable
      Ownership Interest (as specified in clause (A) of the definition of such
      term) of the Treasury Portfolio or the Treasury Securities pursuant to
      the Pledge Agreement,

provided that upon a Termination Event, the rights of the Holder of such
Security under the Purchase Contract may be enforced without regard to any
other rights or obligations. Each Holder of a Stock Purchase Unit or a Treasury
Stock Purchase Unit, by its acceptance thereof, further covenants and agrees,
that to the extent and in the manner provided in Section 5.02 and the Pledge
Agreement, but subject to the terms thereof, payments in respect of the
Preferred Securities or the [Subordinated] Notes or the proceeds from the
Treasury Securities or the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio at
maturity on the Purchase Contract Settlement Date, as the case may be,


                                       36
<PAGE>


shall be paid by the Collateral Agent to the Company in satisfaction of such
Holder's obligations under such Purchase Contract and such Holder shall acquire
no right, title or interest in such payments.

      Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such
transferee) by the terms of this Agreement, the Purchase Contracts underlying
such Certificate, the Declaration and the Pledge Agreement and the transferor
shall be released from the obligations under this Agreement, the Purchase
Contracts underlying the Certificate so transferred and the Pledge Agreement.
The Company covenants and agrees, and each Holder of a Certificate, by its
acceptance thereof, likewise covenants and agrees, to be bound by the
provisions of this paragraph.

      SECTION 5.02.  Payment of Purchase Price.

      (a) (i) Unless a Tax Event Redemption has occurred or a Holder of a Stock
Purchase Unit effects an Early Settlement of the underlying Purchase Contract
in the manner described in Section 5.07, each Holder who intends to pay in cash
to satisfy such Holder's obligations under the Purchase Contract on the
Purchase Contract Settlement Date shall notify the Purchase Contract Agent by
use of a notice in substantially the form of Exhibit E hereto of his intention
to pay in cash ("Cash Settlement") the Purchase Price for the shares of Common
Stock to be purchased pursuant to the related Purchase Contract. Such notice
shall be given prior to 5:00 p.m. (New York City time) on the seventh Business
Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00
a.m. (New York City time) on the next succeeding Business Day, the Purchase
Contract Agent shall notify the Collateral Agent and the Property Trustee or
the Indenture Trustee, as the case may be, of the receipt of such notices from
Holders intending to make a Cash Settlement.

            (ii) A Holder of a Stock Purchase Unit who has so notified the
      Purchase Contract Agent of his intention to effect a Cash Settlement in
      accordance with paragraph 5.02(a)(i) above shall pay the Purchase Price
      to the Securities Intermediary for deposit in the Collateral Account
      prior to 11:00 a.m. (New York City time) on the fifth Business Day
      immediately preceding the Purchase Contract Settlement Date, in lawful
      money of the United States by certified or cashiers' check or wire
      transfer, in each case in immediately available funds payable to or upon
      the order of the Securities Intermediary. Any cash received by the
      Collateral Agent shall be invested promptly by the Securities
      Intermediary in Permitted Investments and paid to the Company on the
      Purchase Contract Settlement Date in settlement of the Purchase Contracts
      in accordance with the terms of this Agreement and the Pledge Agreement.
      Any funds received by the Securities Intermediary in respect of the
      investment earnings from such Permitted Investments in excess of the
      Purchase Price for the shares of Common Stock to be purchased by such
      Holder shall be distributed to the Purchase Contract Agent when received
      for payment to the Holder.


                                       37
<PAGE>


            (iii) If a Holder of a Stock Purchase Unit fails to notify the
      Purchase Contract Agent of his intention to make a Cash Settlement in
      accordance with paragraph 5.02(a)(i) above, or does notify the Purchase
      Contract Agent as provided in paragraph 5.02(a)(i) above of his intention
      to pay the Purchase Price in cash, but fails to make such payment as
      required by paragraph 5.02(a)(ii) above, such Holder shall be deemed to
      have consented to the disposition of the Pledged Preferred Securities or
      the Pledged [Subordinated] Notes pursuant to the Remarketing as described
      in paragraph 5.02(b) below.

            (iv) Promptly after 11:00 a.m. (New York City time) on the fifth
      Business Day preceding the Purchase Contract Settlement Date, the
      Purchase Contract Agent, based on notices received by the Purchase
      Contract Agent pursuant to Section 5.02(a) hereof and notice from the
      Securities Intermediary regarding cash received by it prior to such time,
      shall notify the Collateral Agent and the Property Trustee or the
      Indenture Trustee, as applicable of the aggregate number of Preferred
      Securities or [Subordinated] Notes to be tendered for purchase in the
      Remarketing in a notice substantially in the form of Exhibit F hereto.

      (b) In order to dispose of the Preferred Securities or [Subordinated]
Notes, Stock Purchase Units Holders who have not notified the Purchase Contract
Agent of their intention to effect a Cash Settlement as provided in paragraph
5.02(a)(i) above, or who have so notified the Purchase Contract Agent but
failed to make such payment as required by paragraph 5.02(a)(ii) above, the
Company shall engage _____________________, as Remarketing Agent (the
"Remarketing Agent"), pursuant to the Remarketing Agreement (and subject to
removal as provided in the Remarketing Agreement) to sell such Preferred
Securities or [Subordinated] Notes. In order to facilitate the Remarketing, the
Purchase Contract Agent, based on the notices specified in Section 5.02(a)(iv),
shall notify the Remarketing Agent, promptly after 11:00 a.m. (New York City
time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, of the aggregate number of Preferred Securities or
[Subordinated] Notes that are part of Stock Purchase Units to be remarketed.
Concurrently, the Collateral Agent, pursuant to the terms of the Pledge
Agreement, shall cause such Preferred Securities or [Subordinated] Notes to be
presented to the Remarketing Agent for Remarketing.

      Upon receipt of such notice from the Purchase Contract Agent and such
Preferred Securities or [Subordinated] Notes, the Remarketing Agent shall, on
the third Business Day immediately preceding the Purchase Contract Settlement
Date, use reasonable efforts to remarket such Preferred Securities or
[Subordinated] Notes on such date at a price equal to [100.25]% of the Stated
Amount ($[25.0625]) per Preferred Security or [Subordinated] Note, as provided
in the Remarketing Agreement. The proceeds from the Remarketing shall be
invested by the Collateral Agent in Permitted Investments, in accordance with
the Pledge Agreement, and then applied to satisfy in full such Stock Purchase
Units Holders' obligations to pay the Purchase Price for the shares of Common
Stock under the related Purchase Contracts on the Purchase Contract Settlement
Date. In addition, [$.0625] per Preferred Security or [Subordinated] Note of


                                       38
<PAGE>


the proceeds shall automatically be remitted to the Remarketing Agent for
services rendered in connection with the Remarketing (the "Remarketing Fee").

      If, in spite of using its reasonable efforts, the Remarketing Agent
cannot remarket the related Preferred Securities or [Subordinated] Notes of
such Holders of Stock Purchase Units at a price equal to [100.25]% of the
Stated Amount ($[25.0625]), then the Remarketing Agent shall increase the
distribution rate on the Preferred Securities or the interest rate on the
[Subordinated] Notes, as the case may be, so that the market value of such
Preferred Securities will equal ($[25.0625]). If the Remarketing Agent
determines that it will be able to remarket the related Preferred Securities or
[Subordinated] Notes of such Holders of Stock Purchase Units at a price in
excess of [100.25]% of the Stated Amount ($[25.0625]), then the Remarketing
Agent shall decrease the distribution rate on the Preferred Securities or the
interest rate on the [Subordinated] Notes, as the case may be, so that the
market value of such Preferred Securities or [Subordinated] Notes will be equal
to [$25.0625]. If the Remarketing Agent cannot Remarket the Preferred
Securities or the [Subordinated] Notes, as the case may be, after such increase
or decrease, the Remarketing shall be deemed to have failed (a "Failed
Remarketing"), an event of default shall be deemed to have occurred under this
Agreement and the Pledge Agreement and in accordance with the terms of the
Pledge Agreement, the Collateral Agent, for the benefit of the Company, shall
exercise its rights as a secured party with respect to such Preferred
Securities or [Subordinated] Notes, including those actions specified in
paragraph 5.02(c) below; provided, that if upon a Failed Remarketing the
Collateral Agent exercises such rights for the benefit of the Company with
respect to such Preferred Securities or [Subordinated] Notes, any accrued and
unpaid distributions on such Preferred Securities or [Subordinated] Notes and
any accrued and unpaid Purchase Contract Payments (including any deferred
Purchase Contract Payments) shall become payable by the Company to the Purchase
Contract Agent for payment to the Beneficial Owner of the Stock Purchase Units
to which such Preferred Securities or [Subordinated] Notes relate. The Company
shall cause a notice of such Failed Remarketing to be published on the second
Business Day immediately preceding the Purchase Contract Settlement Date in a
daily newspaper in the English language of general circulation in the City of
New York, which is expected to be The Wall Street Journal, and on Bloomberg
News.

      (c) With respect to any Preferred Securities or [Subordinated] Notes
which are subject to a Failed Remarketing, the Collateral Agent for the benefit
of the Company reserves all of its rights as a secured party with respect
thereto and, subject to applicable law and paragraph 5.02(g) below, shall, in
full satisfaction of the Holders' obligations under the Purchase Contracts
among other things, (i) retain the Preferred Securities or [Subordinated]
Notes, (ii) sell the Preferred Securities or [Subordinated] Notes in one or
more public or private sales or (iii) take, or choose not to take, any other
action with respect to the Preferred Securities or the [Subordinated] Notes,
which in every case specified in (i), (ii) and (iii) shall constitute payment
in full for the aggregate Purchase Price for the shares of Common Stock to be
purchased under the Purchase Contracts.

      (d) (i) Unless a Holder of a Treasury Stock Purchase Unit or Stock
Purchase Unit (if a Tax Event Redemption has occurred) effects an Early
Settlement of the underlying Purchase


                                       39
<PAGE>


Contract through the early delivery of cash to the Purchase Contract Agent in
the manner described in Section 5.07, each Holder of a Treasury Stock Purchase
Unit or Stock Purchase Unit (if a Tax Event Redemption has occurred) who
intends to pay in cash shall notify the Purchase Contract Agent by use of a
notice in substantially the form of Exhibit E hereto of his intention to pay in
cash the Purchase Price for the shares of Common Stock to be purchased pursuant
to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m.
(New York City time) on the second Business Day immediately preceding the
Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on
the next succeeding Business Day, the Purchase Contract Agent shall notify the
Collateral Agent of the receipt of such notices from such Holders intending to
make a Cash Settlement. Treasury Stock Purchase Unit holders may make Cash
Settlements only in integral multiples of 40 Treasury Stock Purchase Units.

            (ii) A Holder of a Treasury Stock Purchase Unit or Stock Purchase
      Units (if a Tax Event Redemption has occurred) who has so notified the
      Purchase Contract Agent of his intention to make a Cash Settlement in
      accordance with paragraph 5.02(d)(i) above shall pay the Purchase Price
      to the Securities Intermediary for deposit in the Collateral Account
      prior to 11:00 a.m. (New York City time) on the Business Day immediately
      preceding the Purchase Contract Settlement Date, in lawful money of the
      United States by certified or cashiers' check or wire transfer, in each
      case in immediately available funds payable to or upon the order of the
      Securities Intermediary. Any cash received by the Collateral Agent shall
      be invested promptly by the Securities Intermediary in Permitted
      Investments and paid to the Company on the Purchase Contract Settlement
      Date in settlement of the Purchase Contract in accordance with the terms
      of this Agreement and the Pledge Agreement. Any funds received by the
      Securities Intermediary in respect of the investment earnings from the
      investment in such Permitted Investments in excess of the Purchase Price
      for the shares of Common Stock to be purchased by such Holder shall be
      distributed to the Purchase Contract Agent when received for payment to
      the Holder.

            (iii) If a Holder of a Treasury Stock Purchase Unit or Holder of a
      Stock Purchase Unit (if a Tax Event Redemption has occurred) fails to
      notify the Purchase Contract Agent of his intention to make a Cash
      Settlement in accordance with paragraph 5.02(d)(i) above, or does notify
      the Purchase Contract Agent as provided in paragraph 5.02(d)(i) above of
      his intention to pay the Purchase Price in cash, but fails to make such
      payment as required by paragraph 5.02(d)(ii) above, then upon the
      maturity of the Pledged Treasury Securities or the appropriate Applicable
      Ownership Interest (as specified in clause (A) of the definition of such
      term) of the Treasury Portfolio held by the Securities Intermediary on
      the Business Day immediately preceding the Purchase Contract Settlement
      Date, the principal amount of the Treasury Securities or the appropriate
      Applicable Ownership Interest (as specified in clause (A) of the
      definition of such term) of the Treasury Portfolio received by the
      Securities Intermediary shall be invested promptly in Permitted
      Investments. On the Purchase Contract Settlement Date, an amount equal to
      the Purchase Price shall be remitted to the Company as payment thereof
      without receiving any instructions from the Holder. In the event the sum
      of the proceeds


                                       40
<PAGE>


      from the related Pledged Treasury Securities or the appropriate
      Applicable Ownership Interest (as specified in clause (A) of the
      definition of such term) of the Treasury Portfolio and the investment
      earnings earned from such investments is in excess of the aggregate
      Purchase Price of the Purchase Contracts being settled thereby, the
      Collateral Agent shall cause the Securities Intermediary to distribute
      such excess to the Purchase Contract Agent for the benefit of the Holder
      of the related Treasury Stock Purchase Unit or Stock Purchase Unit when
      received.

            (iv) A holder of a Preferred Security or [Subordinated] Note that
      is no longer part of a Stock Purchase Unit may elect to have such
      Preferred Security or [Subordinated] Note, as the case may be,
      remarketed. A holder making such an election must notify the Property
      Trustee or the Indenture Trustee, as the case may be, prior to 11:00 a.m.
      (New York City time) on the fifth Business Day immediately preceding the
      Purchase Contract Settlement Date, of the aggregate number of Preferred
      Securities or [Subordinated] Notes, as the case may be, that are not part
      of Stock Purchase Units to be remarketed. Any such notice will be
      irrevocable and may not be conditioned upon the level at which the Reset
      Rate is established in the Remarketing. Concurrently, the Property
      Trustee or the Indenture Trustee, as the case may be, shall cause such
      Preferred Securities or [Subordinated] Notes, as the case may be, to be
      presented to the Remarketing Agent for Remarketing.

      (e) Any distribution to Holders of any payments described above shall be
payable at the office of the Purchase Contract Agent in New York City
maintained for that purpose or, at the option of the Holder, by check mailed to
the address of the Person entitled thereto at such address as it appears on the
Security Register.

      (f) Upon Cash Settlement of any Purchase Contract:

            (i) the Collateral Agent will in accordance with the terms of the
      Pledge Agreement cause the Pledged Preferred Securities, Pledged
      [Subordinated] Notes, the appropriate Applicable Ownership Interest (as
      specified in clause (A) of the definition of such term) of the Treasury
      Portfolio or the Pledged Treasury Securities, as the case may be,
      underlying the relevant Security to be released from the Pledge, free and
      clear of any security interest of the Company, and transferred to the
      Purchase Contract Agent for delivery to the Holder thereof or its
      designee as soon as practicable; and

            (ii) subject to the receipt thereof, the Purchase Contract Agent
      shall, by book-entry transfer or other appropriate procedures, in
      accordance with written instructions provided by the Holder thereof,
      transfer such Preferred Securities, [Subordinated] Notes, or the
      appropriate Applicable Ownership Interest (as specified in clause (A) of
      the definition of such term) of the Treasury Portfolio or such Treasury
      Securities, as the case may be (or, if no such instructions are given to
      the Purchase Contract Agent by the Holder, the Purchase Contract Agent
      shall hold such Preferred


                                       41
<PAGE>


      Securities, [Subordinated] Notes, or the appropriate Applicable Ownership
      Interest (as specified in clause (A) of the definition of such term) of
      the Treasury Portfolio or such Treasury Securities, as the case may be,
      and any interest payment thereon, in the name of the Purchase Contract
      Agent or its nominee in trust for the benefit of such Holder until the
      expiration of the time period specified in the abandoned property laws of
      the relevant state).

      (g) The obligations of the Holders to pay the Purchase Price are
non-recourse obligations and, except to the extent satisfied by Early
Settlement or Cash Settlement, are payable solely out of the proceeds of any
Collateral pledged to secure the obligations of the Holders and in no event
will Holders be liable for any deficiency between the proceeds of the
disposition of Collateral and the Purchase Price.

      (h) The Company shall not be obligated to issue any shares of Common
Stock in respect of a Purchase Contract or deliver any certificates thereof to
the Holder of the related Security unless the Company shall have received
payment in full for the aggregate Purchase Price for the Common Stock to be
purchased thereunder in the manner herein set forth.

      SECTION 5.03. Issuance of Shares of Common Stock.

      Unless a Termination Event or an Early Settlement shall have occurred,
subject to Section 5.04(b), on the Purchase Contract Settlement Date upon
receipt of the aggregate Purchase Price payable on all Outstanding Securities,
the Company shall issue and deposit with the Purchase Contract Agent, for the
benefit of the Holders of the Outstanding Securities, one or more certificates
representing newly issued shares of Common Stock registered in the name of the
Purchase Contract Agent (or its nominee) as custodian for the Holders (such
certificates for shares of Common Stock, together with any dividends or
distributions for which a record date and payment date for such dividend or
distribution has occurred after the Purchase Contract Settlement Date, being
hereinafter referred to as the "Purchase Contract Settlement Fund") to which
the Holders are entitled hereunder.

      Subject to the foregoing, upon surrender of a Certificate to the Purchase
Contract Agent on or after the Purchase Contract Settlement Date or Early
Settlement Date, as the case may be, together with settlement instructions
thereon duly completed and executed, the Holder of such Certificate shall be
entitled to receive forthwith in exchange therefor a certificate representing
that number of newly issued whole shares of Common Stock which such Holder is
entitled to receive pursuant to the provisions of this Article Five (after
taking into account all Securities then held by such Holder), together with
cash in lieu of fractional shares as provided in Section 5.09 and any dividends
or distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon, and the Certificate
so surrendered shall forthwith be cancelled. Such shares shall be registered in
the name of the Holder or the Holder's designee as specified in the settlement
instructions provided by the Holder to the Purchase Contract Agent. If any
shares of Common Stock issued in respect of a


                                       42
<PAGE>


Purchase Contract are to be registered to a Person other than the Person in
whose name the Certificate evidencing such Purchase Contract is registered, no
such registration shall be made unless the Person requesting such registration
has paid any transfer and other taxes required by reason of such registration
in a name other than that of the registered Holder of the Certificate
evidencing such Purchase Contract or has established to the satisfaction of the
Company that such tax either has been paid or is not payable.

      SECTION 5.04.  Adjustment of Settlement Rate.

      (a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

      (1) In case the Company shall pay or make a dividend or other
distribution on Common Stock in Common Stock, the Settlement Rate in effect at
the opening of business on the day following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution shall be increased by dividing such Settlement Rate by a fraction
of which:

            (i) the numerator shall be the number of shares of Common Stock
      outstanding at the close of business on the date fixed for such
      determination; and

            (ii) the denominator shall be the sum of such number of shares and
      the total number of shares constituting such dividend or other
      distribution,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable in respect of any scrip certificates issued
in lieu of fractions of shares of Common Stock. The Company shall not pay any
dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

      (2) In case the Company shall issue rights, warrants or options to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of shareholders entitled to receive such
rights, warrants or options, to subscribe for or purchase shares of Common
Stock at a price per share less than the Current Market Price per share of
Common Stock on the date fixed for the determination of shareholders entitled
to receive such rights, warrants or options, the Settlement Rate in effect at
the opening of business on the day following the date fixed for such
determination shall be increased by dividing such Settlement Rate by a fraction
of which:

            (i) the numerator shall be the number of shares of Common Stock
      outstanding at the close of business on the date fixed for such
      determination plus the number of shares of Common Stock which the
      aggregate of the offering price of the total number of shares of Common
      Stock so offered for subscription or purchase would purchase at such
      Current


                                       43
<PAGE>


      Market Price;  and

            (ii) the denominator shall be the number of shares of Common Stock
      outstanding at the close of business on the date fixed for such
      determination plus the number of shares of Common Stock so offered for
      subscription or purchase,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable in respect of any scrip certificates issued
in lieu of fractions of shares of Common Stock. The Company agrees that it
shall not issue any such rights, warrants or options in respect of shares of
Common Stock held in the treasury of the Company.

      (3) In case outstanding shares of Common Stock shall be subdivided or
split into a greater number of shares of Common Stock, the Settlement Rate in
effect at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately increased, and,
conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the Settlement Rate in effect
at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately reduced, such increase
or reduction, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such subdivision,
split or combination becomes effective.

      (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights, warrants or options referred
to in paragraph (2) of this Section 5.04(a), any dividend or distribution paid
exclusively in cash and any dividend or distribution referred to in paragraph
(1) of this Section 5.04(a)), the Settlement Rate shall be adjusted so that the
same shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by a
fraction of which:

            (i) the numerator shall be the Current Market Price per share of
      Common Stock on the date fixed for such determination less the then fair
      market value (as reasonably determined by the Board of Directors, whose
      determination shall be conclusive and the basis for which shall be
      described in a Board Resolution) of the portion of the assets or
      evidences of indebtedness so distributed applicable to one share of
      Common Stock; and

            (ii) the denominator shall be such Current Market Price per share
      of Common Stock,

such adjustment to become effective immediately prior to the opening of
business on the day


                                       44
<PAGE>


following the date fixed for the determination of shareholders entitled to
receive such distribution. In any case in which this paragraph (4) is
applicable, paragraph (2) of this Section 5.04(a) shall not be applicable. In
the event that such dividend or distribution is not so paid or made, the
Settlement Rate shall again be adjusted to be the Settlement Rate which would
then be in effect if such dividend or distribution had not been declared.

      (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding:

            (i) any quarterly cash dividend on Common Stock to the extent that
      the aggregate cash dividend per share of Common Stock in any fiscal
      quarter does not exceed $____ per share (as adjusted from time to time to
      reflect the subdivisions or combinations of Common Stock, the "Dividend
      Threshold"), and

            (ii) any dividend or distribution in connection with the
      liquidation, dissolution or termination of the Company, whether voluntary
      or involuntary),

then, in such case, the Settlement Rate shall be increased so that the same
shall equal the rate determined by dividing the Settlement Rate in effect
immediately prior to the close of business on such record date by a fraction of
which:

            (i) the numerator shall be the Current Market Price of Common Stock
      on the record date less the amount of cash so distributed (and not
      excluded as provided above) applicable to one share of Common Stock; and

            (ii) the denominator shall be the Current Market Price of Common
      Stock,

such increase to be effective immediately prior to the opening of business on
the day following the record date; provided, however, that in the event the
portion of cash so distributed applicable to one share of Common Stock is equal
to or greater than the Current Market Price per share of Common Stock on the
record date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each holder of a Security shall have the right to receive upon
settlement of the Securities the amount of cash such Holder would have received
had such Holder settled each Security on the record date. In the event that
such dividend or distribution is not so paid or made, the Settlement Rate shall
again be adjusted to be the Settlement Rate which would then be in effect if
such dividend or distribution had not been declared. If any adjustment is
required to be made as set forth in this Section 5.04(a)(5) as a result of a
distribution that is a quarterly dividend, such adjustment shall be based upon
the amount by which such distribution exceeds the amount of the Dividend
Threshold. If an adjustment is required to be made as set forth in this Section
5.04(a)(5) above as a result of a distribution that is not a quarterly
dividend, such adjustment shall be based upon the full amount of the
distribution.

      (6) In case a tender or exchange offer made by the Company or any
subsidiary of the


                                       45
<PAGE>


Company for all or any portion of Common Stock shall expire and such tender or
exchange offer (as amended upon the expiration thereof) shall require the
payment to shareholders (based on the acceptance (up to any maximum specified
in the terms of the tender or exchange offer) of Purchased Shares as herein
defined) of (I) an aggregate consideration having a fair market value (as
reasonably determined by the Board of Directors, whose determination shall be
conclusive and the basis for which shall be described in a Board Resolution)
that combined together with the aggregate of the cash plus the fair market
value (as reasonably determined by the Board of Directors, whose determination
shall be conclusive and the basis for which shall be described in a Board
Resolution), as of the expiration of such tender or exchange offer, of
consideration payable in respect of any other tender or exchange offer, by the
Company or any subsidiary of the Company for all or any portion of Common Stock
expiring within the 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to this paragraph
(6) has been made, and (II) the aggregate amount of any distributions to all
holders of Common Stock made exclusively in cash within the 12 months preceding
the expiration of such tender or exchange offer and in respect of which no
adjustment pursuant to paragraph (6) has been made, exceeds 15% of the product
of the Current Market Price per share of Common Stock as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender or
exchange offer (as it may be amended) times the number of shares of Common
Stock outstanding (including any tendered shares) on the Expiration Time, then,
and in each such case, immediately prior to the opening of business on the day
after the date of the Expiration Time, the Settlement Rate shall be adjusted so
that the same shall equal the rate determined by dividing the Settlement Rate
immediately prior to the close of business on the date of the Expiration Time
by a fraction:

            (i) the numerator of which shall be equal to (A) the product of (I)
      the Current Market Price per share of Common Stock on the date of the
      Expiration Time and (II) the number of shares of Common Stock outstanding
      (including any tendered shares) on the Expiration Time less (B) the
      amount of cash plus the fair market value (determined as aforesaid) of
      the aggregate consideration payable to shareholders based on the
      transactions described in clauses (I) and (II) above (assuming in the
      case of clause (I) the acceptance, up to any maximum specified in the
      terms of the tender or exchange offer, of Purchased Shares); and

            (ii) the denominator of which shall be equal to the product of (A)
      the Current Market Price per share of Common Stock as of the Expiration
      Time and (B) the number of shares of Common Stock outstanding (including
      any tendered shares) as of the Expiration Time less the number of all
      shares validly tendered and not withdrawn as of the Expiration Time (the
      shares deemed so accepted, up to any such maximum, being referred to as
      the "Purchased Shares").

      (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.04(b) applies) shall be deemed to
involve:


                                       46
<PAGE>


            (i) a distribution of such securities other than Common Stock to
      all holders of Common Stock (and the effective date of such
      reclassification shall be deemed to be "the date fixed for the
      determination of shareholders entitled to receive such distribution" and
      the "date fixed for such determination" within the meaning of paragraph
      (4) of this Section); and

            (ii) a subdivision, split or combination, as the case may be, of
      the number of shares of Common Stock outstanding immediately prior to
      such reclassification into the number of shares of Common Stock
      outstanding immediately thereafter (and the effective date of such
      reclassification shall be deemed to be "the day upon which such
      subdivision or split becomes effective" or "the day upon which such
      combination becomes effective", as the case may be, and "the day upon
      which such subdivision, split or combination becomes effective" within
      the meaning of paragraph (3) of this Section).

      (8) The "Current Market Price" per share of Common Stock on any date of
determination means the average of the daily Closing Prices for the five
consecutive Trading Days selected by the Company commencing not more than 30
Trading Days before, and ending not later than, the earlier of such date of
determination and the day before the "ex date" with respect to the issuance or
distribution requiring such computation. For purposes of this paragraph, the
term "ex date," when used with respect to any issuance or distribution, shall
mean the first date on which Common Stock trades on such exchange or in such
market without the right to receive such issuance or distribution.

      (9) All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment
in the Settlement Rate shall be required unless such adjustment would require
an increase or decrease of at least one percent thereof; provided, however,
that any adjustments which by reason of this subparagraph are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. If an adjustment is made to the Settlement Rate pursuant to
paragraph (1), (2), (3), (4), (5), (6), (7) or (10) of this Section 5.04(a), an
adjustment shall also be made to the Applicable Market Value solely to
determine which of clauses (i), (ii) or (iii) of the definition of Settlement
Rate in Section 5.01 will apply on the Purchase Contract Settlement Date. Such
adjustment shall be made by multiplying the Applicable Market Value by a
fraction of which the numerator shall be the Settlement Rate immediately after
such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
of this Section 5.04(a) and the denominator shall be the Settlement Rate
immediately prior to such adjustment; provided, however, that if such
adjustment to the Settlement Rate is required to be made pursuant to the
occurrence of any of the events contemplated by paragraph (1), (2), (3), (4),
(5), (6), (7) or (10) of this Section 5.04(a) during the period taken into
consideration for determining the Applicable Market Value, appropriate and
customary adjustments shall be made to the Settlement Rate.


                                       47
<PAGE>


      (10) The Company may, but shall not be required to, make such increases
in the Settlement Rate, in addition to those required by this Section, as it
considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution
of stock or issuance of rights or warrants to purchase or subscribe for stock
or from any event treated as such for income tax purposes or for any other
reason.

      (b) Adjustment for Consolidation, Merger or Other Reorganization Event.

      (1) In the event of:

            (i) any consolidation or merger of the Company with or into another
      Person (other than a merger or consolidation in which the Company is the
      continuing corporation and in which the shares of Common Stock
      outstanding immediately prior to the merger or consolidation are not
      exchanged for cash, securities or other property of the Company or
      another corporation);

            (ii) any sale, transfer, lease or conveyance to another Person of
      the property of the Company as an entirety or substantially as an
      entirety;

            (iii) any statutory share exchange of the Company with another
      Person (other than in connection with a merger or acquisition); or

            (iv) any liquidation, dissolution or termination of the Company
      other than as a result of or after the occurrence of a Termination Event,
      (any such event, a "Reorganization Event"),

the Settlement Rate will be adjusted to provide that each Holder of Securities
will receive on the Purchase Contract Settlement Date with respect to each
Purchase Contract forming a part thereof, the kind and amount of securities,
cash and other property receivable upon such Reorganization Event (without any
interest thereon, and without any right to dividends or distribution thereon
which have a record date that is prior to the Purchase Contract Settlement
Date) by a Holder of the number of shares of Common Stock issuable on account
of each Purchase Contract if the Purchase Contract Settlement Date had occurred
immediately prior to such Reorganization Event, assuming such Holder of Common
Stock is not a Person with which the Company consolidated or into which the
Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be (any such Person, a "Constituent
Person"), or an Affiliate of a Constituent Person to the extent such
Reorganization Event provides for different treatment of Common Stock held by
Affiliates of the Company and non-affiliates and such Holder failed to exercise
his rights of election, if any, as to the kind or amount of securities, cash
and other property receivable upon such Reorganization Event (provided that if
the kind or amount of securities, cash and other property receivable upon such
Reorganization Event is not the same for each share of Common Stock held
immediately prior to such Reorganization Event


                                       48
<PAGE>


by other than a Constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised ("non-electing
share"), then for the purpose of this Section the kind and amount of
securities, cash and other property receivable upon such Reorganization Event
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares).

      In the event of such a Reorganization Event, the Person formed by such
consolidation, merger or exchange or the Person which acquires the assets of
the Company or, in the event of a liquidation, dissolution or termination of
the Company, the Company or a liquidating trust created in connection
therewith, shall execute and deliver to the Purchase Contract Agent an
agreement supplemental hereto providing that each Holder of an Outstanding
Security shall have the rights provided by this Section 5.04(b). Such
supplemental agreement shall provide for adjustments which, for events
subsequent to the effective date of such supplemental agreement, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section. The above provisions of this Section shall similarly apply to
successive Reorganization Events.

     (2) In the event of a consolidation or merger of the Company with or into
another Person, any merger of another Person into the Company (other than a
merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) in which 30% or more of the
total consideration paid to the Company's shareholders consists of cash or cash
equivalents, then a Holder of a Security may settle his Purchase Contract for
cash as described in Section 5.02(a)(i) or 5.02(d)(i) hereof, as applicable,
during the one week period beginning on the twenty-third Trading Day following
the closing date of such merger (the "Early Settlement Week"), at the
applicable Settlement Rate. For the purposes of this Section, the twenty-third
Trading Day after the closing of the merger or consolidation shall be deemed to
be the Purchase Contract Settlement Date for the purpose of determining the
Applicable Market Value and the deadline for submitting the notice to settle
early and the related cash payment shall be 5:00 p.m. (New York City time) of
the last Business Day of the Early Settlement Week. Notwithstanding the
foregoing, no early settlement will be permitted under this Section 5.04(b)(2)
unless, at the time such early settlement is effected, there is an effective
Registration Statement with respect to the shares of Common Stock to be issued
and delivered in connection with such early settlement, if such a Registration
Statement is required (in the view of counsel, which need not be in the form of
a written opinion, for either the Company or the Purchase Contract Agent) under
the Securities Act. If such a Registration Statement is so required, the
Company covenants and agrees to use its best efforts to (A) have in effect a
Registration Statement covering the shares of Common Stock to be delivered in
respect of the Purchase Contracts being settled and (B) provide a Prospectus in
connection therewith, in each case in a form that the Purchase Contract Agent
may use in connection with such early settlement.

      (c) All calculations and determinations pursuant to this Section 5.04
shall be made by the Company or its agent and the Purchase Contract Agent shall
have no responsibility with respect thereto.


                                       49
<PAGE>


      SECTION 5.05. Notice of Adjustments and Certain Other Events.

      (a) Whenever the Settlement Rate is adjusted as herein provided, the
Company shall:

            (i) forthwith compute the adjusted Settlement Rate in accordance
      with Section 5.04 and prepare and transmit to the Purchase Contract Agent
      an Officers' Certificate setting forth the Settlement Rate, the method of
      calculation thereof in reasonable detail, and the facts requiring such
      adjustment and upon which such adjustment is based; and

            (ii) within 10 Business Days following the occurrence of an event
      that requires an adjustment to the Settlement Rate pursuant to Section
      5.04 (or if the Company is not aware of such occurrence, as soon as
      practicable after becoming so aware), provide a written notice to the
      Holders of the Securities of the occurrence of such event and a statement
      in reasonable detail setting forth the method by which the adjustment to
      the Settlement Rate was determined and setting forth the adjusted
      Settlement Rate.

      (b) The Purchase Contract Agent shall not at any time be under any duty
or responsibility to any Holder of Securities to determine whether any facts
exist which may require any adjustment of the Settlement Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or
with respect to the method employed in making the same. The Purchase Contract
Agent shall not be accountable with respect to the validity or value (or the
kind or amount) of any shares of Common Stock, or of any securities or
property, which may at the time be issued or delivered with respect to any
Purchase Contract; and the Purchase Contract Agent makes no representation with
respect thereto. The Purchase Contract Agent shall not be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
pursuant to a Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article.

      SECTION 5.06. Termination Event; Notice.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Purchase
Contract Payments (including any deferred or accrued and unpaid Purchase
Contract Payments), if the Company shall have such obligation, and the rights
and obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Purchase Contract Agent or the Company, if, prior to or on the
Purchase Contract Settlement Date, a Termination Event shall have occurred.

      Upon and after the occurrence of a Termination Event, the Securities
shall thereafter represent the right to receive the Preferred Securities, the
[Subordinated] Notes, the Treasury Securities or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case


                                       50
<PAGE>


may be, forming part of such Securities, in accordance with the provisions of
Section 5.04 of the Pledge Agreement. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register.

      SECTION 5.07. Early Settlement.

      (a) Subject to and upon compliance with the provisions of this Section
5.07, at the option of the Holder thereof, Purchase Contracts underlying
Securities may be settled early ("Early Settlement") on or prior to 5:00 p.m.
(New York City time) on the seventh Business Day immediately preceding the
Purchase Contract Settlement Date. Holders of Treasury Stock Purchase Units may
only settle the related Purchase Contracts in integral multiples of 40 Purchase
Contracts. In order to exercise the right to effect Early Settlement with
respect to any Purchase Contracts, the Holder of the Certificate evidencing
Securities shall deliver to the Purchase Contract Agent at the Corporate Trust
Office an "Election to Settle Early" form (on the reverse side of the
Certificate) and any other documents requested by the Purchase Contract Agent
and accompanied by payment (payable to the Company in immediately available
funds) in an amount (the "Early Settlement Amount") equal to the product of (i)
(A) the Stated Amount times (B) the number of Purchase Contracts with respect
to which the Holder has elected to effect Early Settlement, plus (ii) if such
delivery is made with respect to any Purchase Contracts during the period from
the close of business on any Record Date next preceding any Payment Date to the
opening of business on such Payment Date, an amount equal to the Purchase
Contract Payments payable on such Payment Date with respect to such Purchase
Contracts.

      Except as provided in the immediately preceding sentence and subject to
Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase
Contract on account of any Purchase Contract Payments accrued on such Purchase
Contract or on account of dividends payable on the Common Stock issued upon
such Early Settlement, the record date for which payment occurs prior to the
Early Settlement Date. If the foregoing requirements are first satisfied with
respect to Purchase Contracts underlying any Securities prior to or at 5:00
p.m. (New York City time) on a Business Day, such day shall be the "Early
Settlement Date" with respect to such Securities and if such requirements are
first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a
day that is not a Business Day, the "Early Settlement Date" with respect to
such Securities shall be the next succeeding Business Day (so long as such next
succeeding Business Day is not later than the seventh Business Day immediately
preceding the Purchase Contract Settlement Date).

      (b) No Early Settlement will be permitted under this Section 5.07 unless,
at the time of delivery of the Election to Settle Early form or time the Early
Settlement is effected, there is an effective Registration Statement with
respect to the shares of Common Stock to be issued and delivered in connection
with such Early Settlement, if such a Registration Statement is required (in
the view of counsel, which need not be in the form of a written opinion, for
either the


                                       51
<PAGE>


Company or the Purchase Contract Agent) under the Securities Act. If such a
Registration Statement is so required, the Company covenants and agrees to use
its best efforts to (A) have in effect a Registration Statement covering the
shares of Common Stock to be delivered in respect of the Purchase Contracts
being settled and (B) provide a Prospectus in connection therewith, in each
case in a form that the Purchase Contract Agent may use in connection with such
Early Settlement.

      (c) Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled
to receive _______ share of Common Stock on account of each Purchase Contract
as to which Early Settlement is effected (the "Early Settlement Rate"). The
Early Settlement Rate shall be adjusted in the same manner and at the same time
as the Settlement Rate is adjusted.

      (d) Not later than the third Business Day after the applicable Early
Settlement Date, the Company shall cause:

            (i) the shares of Common Stock issuable upon Early Settlement of
      Purchase Contracts to be issued and delivered, together with payment in
      lieu of any fraction of a share, as provided in Section 5.09; and

            (ii) the related Preferred Securities, [Subordinated] Notes or the
      appropriate Applicable Ownership Interest (as specified in clause (A) of
      the definition of such term) of the Treasury Portfolio, in the case of
      Stock Purchase Units, or the related Treasury Securities, in the case of
      Treasury Stock Purchase Units, to be released from the Pledge by the
      Collateral Agent and transferred, in each case, to the Purchase Contract
      Agent for delivery to the Holder thereof or its designee.

      (e) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Preferred
Securities, [Subordinated] Notes, the appropriate Applicable Ownership Interest
as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, or Treasury Securities, as the case may be, from the Securities
Intermediary, as applicable, the Purchase Contract Agent shall, in accordance
with the instructions provided by the Holder thereof on the Election to Settle
Early form (on the reverse of the Certificate evidencing the related
Securities):

            (i) transfer to the Holder the Preferred Securities, [Subordinated]
      Notes, the appropriate Applicable Ownership Interest (as specified in
      clause (A) of the definition of such term) of the Treasury Portfolio or
      Treasury Securities, as the case may be, forming a part of such
      Securities;

            (ii) deliver to the Holder a certificate or certificates for the
      full number of shares of Common Stock issuable upon such Early
      Settlement, together with payment in lieu of any fraction of a share, as
      provided in Section 5.09; and


                                       52
<PAGE>


            (iii) if so required under the Securities Act, deliver a Prospectus
      for the shares of Common Stock issuable upon such Early Settlement as
      contemplated by Section 5.07(b).

      (f) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Securities evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the
Purchase Contract Agent shall authenticate, countersign and deliver to the
Holder thereof, at the expense of the Company, a Certificate evidencing the
Securities as to which Early Settlement was not effected.

      (g) A Holder of a Security who effects Early Settlement may elect to have
the Preferred Securities or [Subordinated] Notes, as the case may be, no longer
a part of a Stock Purchase Unit remarketed. A Holder making such an election
must notify the Property Trustee or the Indenture Trustee, as the case may be,
prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, of the aggregate number of
Preferred Securities or [Subordinated] Notes that are not part of Stock
Purchase Units to be remarketed. Any such notice will be irrevocable and may
not be conditioned upon the level at which the Reset Rate is established in the
Remarketing. Concurrently, the Property Trustee or the Indenture Trustee, as
the case may be, shall cause such Preferred Securities or [Subordinated] Notes,
as the case may be, to be presented to the Remarketing Agent for Remarketing.

      SECTION 5.08. Intentionally Omitted.

      SECTION 5.09. No Fractional Shares.

      No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered
for settlement at one time by the same Holder, the number of full shares of
Common Stock which shall be delivered upon settlement shall be computed on the
basis of the aggregate number of Purchase Contracts evidenced by the
Certificates so surrendered. Instead of any fractional share of Common Stock
which would otherwise be deliverable upon settlement of any Purchase Contracts
on the Purchase Contract Settlement Date or upon Early Settlement, the Company,
through the Purchase Contract Agent, shall make a cash payment in respect of
such fractional interest in an amount equal to the value of such fractional
shares times the Applicable Market Value. The Company shall provide the
Purchase Contract Agent from time to time with sufficient funds to permit the
Purchase Contract Agent to make all cash payments required by this Section 5.09
in a timely manner.

      SECTION 5.10. Charges and Taxes.

      The Company will pay all stock transfer and similar taxes attributable to
the initial issuance and delivery of the shares of Common Stock pursuant to the
Purchase Contracts;


                                       53
<PAGE>


provided, however, that the Company shall not be required to pay any such tax
or taxes which may be payable in respect of any exchange of or substitution for
a Certificate evidencing a Security or any issuance of a share of Common Stock
in a name other than that of the registered Holder of a Certificate surrendered
in respect of the Securities evidenced thereby, other than in the name of the
Purchase Contract Agent, as custodian for such Holder, and the Company shall
not be required to issue or deliver such share certificates or Certificates
unless or until the Person or Persons requesting the transfer or issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

      SECTION 5.11. Purchase Contract Payments.

      (a) Subject to Section 5.12, the Company shall pay, on each Payment Date,
the Purchase Contract Payments payable in respect of each Purchase Contract to
the Person in whose name a Certificate is registered at the close of business
on the Record Date next preceding such Payment Date. The Purchase Contract
Payments will be payable at the office of the Purchase Contract Agent in New
York City maintained for that purpose or, at the option of the Holder, by check
mailed to the address of the Person entitled thereto at such Person's address
as it appears on the Security Register. If any date on which Purchase Contract
Payments are to be made is not a Business Day, then payment of the Purchase
Contract Payments payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment will be made on the immediately preceding Business Day. Purchase
Contract Payments payable for any period will be computed (i) for any full
quarterly period on the basis of a 360-day year of twelve 30-day months and
(ii) for any period shorter than a full quarterly period, on the basis of a
30-day month and, for periods of less than a month, on the basis of the actual
number of days elapsed per 30-day month.

      (b) Upon the occurrence of a Termination Event, the Company's obligation
to pay future Purchase Contract Payments (including any accrued or deferred
Purchase Contract Payments) shall cease.

      (c) Each Certificate delivered under this Agreement upon registration of
transfer of or in exchange for or in lieu of (including as a result of a
Collateral Substitution or the reestablishment of Stock Purchase Units) any
other Certificate shall carry the right to accrued or deferred and unpaid
Purchase Contract Payments and the right to accrue Purchase Contract Payments,
which rights were carried by the Purchase Contracts underlying such other
Certificates.

      (d) Subject to Section 5.07, in the case of any Security with respect to
which Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date that is after any Record Date and prior to or on the next
succeeding Payment Date, Purchase Contract Payments otherwise payable on such
Payment Date shall be payable on such Payment Date


                                       54
<PAGE>


notwithstanding such Early Settlement, and such Purchase Contract Payments
shall be paid to the Person in whose name the Certificate evidencing such
Security is registered at the close of business on such Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Security with respect to which Early Settlement of the underlying
Purchase Contract is effected on an Early Settlement Date, Purchase Contract
Payments that would otherwise be payable after the Early Settlement Date with
respect to such Purchase Contract shall not be payable.

      SECTION 5.12. Deferral of Purchase Contract Payments.

      (a) The Company has the right to defer payment of all or part of the
Purchase Contract Payments in respect of each Purchase Contract until no later
than the Purchase Contract Settlement Date, but only if the Company shall give
the Holders and the Purchase Contract Agent written notice of its election to
defer such payment (specifying the amount to be deferred) at least ten Business
Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the
date the Company is required to give notice of the Record Date or Payment Date
with respect to payment of such Purchase Contract Payments to the NYSE or other
applicable self-regulatory organization or to Holders of the Securities, but in
any event not less than one Business Day prior to such Record Date. If the
Company so elects to defer Purchase Contract Payments, the Company shall pay
additional Purchase Contract Payments on such deferred installments of Purchase
Contract Payments at a rate equal to ___% per annum, compounding quarterly,
until such deferred installments are paid in full. Deferred Purchase Contract
Payments shall be due on the Payment Date except to the extent that payment is
deferred pursuant to this Section. Except as otherwise provided in Section
5.11(d), in the case of any Security with respect to which Early Settlement of
the underlying Purchase Contract is effected on an Early Settlement Date, the
Holder will have no right to receive any accrued or deferred Purchase Contract
Payments.

      (b) In the event the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments. The
Company shall pay such amounts on the Purchase Contract Settlement Date in the
manner described in Section 5.02(e).

      (c) In the event the Company exercises its option to defer the payment of
Purchase Contract Payments, then, until all deferred Purchase Contract Payments
have been paid, the Company shall not (a) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities that rank junior to the [Subordinated] Notes in the right of payment
issued by the Company, or (b) make any guarantee payments with respect to any
guarantee by the Company of any securities of any of its subsidiaries if such
guarantee ranks junior to the [Subordinated] Notes in the right of payment, (c)
declare or pay any dividends or distributions on any of the Company's capital
stock or (d) redeem, purchase, acquire or make a liquidation payment with
respect to, any of the Company's capital stock. Notwithstanding the foregoing,
the Company may (1) purchase or acquire its capital stock in connection with
the


                                       55
<PAGE>


satisfaction by it of its obligations under any employee benefit plans or
pursuant to any contract or security outstanding on the first day of any such
event requiring it to purchase its capital stock; (2) reclassify its capital
stock or exchange or convert one class or series of its capital stock for
another class or series of its capital stock; (3) purchase fractional interests
in shares of its capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged;
(4) declare dividends or distributions in its capital stock; (5) redeem or
repurchase any rights pursuant to a rights agreement; and (6) make payments
under the Guarantee related to the Preferred Securities.

                                   ARTICLE 6
                                    REMEDIES

      SECTION 6.01. Unconditional Right of Holders to Receive Purchase Contract
Payments and to Purchase Shares of Common Stock.

      Each Holder of a Security shall have the right, which is absolute and
unconditional, (i) subject to the right of the Company to defer such payments
in accordance with Section 5.12, to receive each Purchase Contract Payment with
respect to the Purchase Contract comprising part of such Security on the
respective Payment Date for such Security and (ii) to purchase shares of Common
Stock pursuant to such Purchase Contract and, in each such case, to institute
suit for the enforcement of any such right to receive Purchase Contract
Payments and the right to purchase shares of Common Stock, and such rights
shall not be impaired without the consent of such Holder.

      SECTION 6.02. Restoration of Rights and Remedies.

      If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company and such Holder shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of such
Holder shall continue as though no such proceeding had been instituted.

      SECTION 6.03. Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


                                       56
<PAGE>


      SECTION 6.04. Delay or Omission Not Waiver.

      No delay or omission of any Holder to exercise any right or remedy upon a
default shall impair any such right or remedy or constitute a waiver of any
such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

      SECTION 6.05. Undertaking for Costs.

      All parties to this Agreement agree, and each Holder of a Security, by
its acceptance of such Security shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Purchase Contract Agent
for any action taken, suffered or omitted by it as Purchase Contract Agent, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and costs against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section shall not apply to any suit instituted by the Purchase Contract Agent,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of distributions on any Preferred
Securities or interest on any [Subordinated] Notes or Purchase Contract
Payments on or after the respective Payment Date therefor in respect of any
Security held by such Holder, or for enforcement of the right to purchase
shares of Common Stock under the Purchase Contracts constituting part of any
Security held by such Holder.

      SECTION 6.06. Waiver of Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Agreement; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Purchase Contract Agent or the Holders, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                       57
<PAGE>


                                   ARTICLE 7
                          THE PURCHASE CONTRACT AGENT

      SECTION 7.01. Certain Duties and Responsibilities.

      (a) The Purchase Contract Agent:

      (1) undertakes to perform, with respect to the Securities, such duties
and only such duties as are specifically set forth in this Agreement and the
Pledge Agreement, and no implied covenants or obligations shall be read into
this Agreement or the Pledge Agreement against the Purchase Contract Agent; and

      (2) in the absence of bad faith or gross negligence on its part, may,
with respect to the Securities, conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Purchase Contract Agent and
conforming to the requirements of this Agreement or the Pledge Agreement, as
applicable, but in the case of any certificates or opinions which by any
provision hereof are specifically required to be furnished to the Purchase
Contract Agent, the Purchase Contract Agent shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this
Agreement or the Pledge Agreement, as applicable (but need not confirm or
investigate the accuracy of the mathematical calculations or other facts stated
therein).

      (b) No provision of this Agreement or the Pledge Agreement shall be
construed to relieve the Purchase Contract Agent from liability for its own
grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:

      (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

      (2) the Purchase Contract Agent shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Purchase Contract Agent was negligent in ascertaining the pertinent
facts;

      (3) no provision of this Agreement or the Pledge Agreement shall require
the Purchase Contract Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if indemnity satisfactory to
the Purchase Contract Agent is not provided to it; and

      (4) the Purchase Contract Agent shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities.

      (c) Whether or not therein expressly so provided, every provision of this
Agreement


                                       58
<PAGE>


and the Pledge Agreement relating to the conduct or affecting the liability of
or affording protection to the Purchase Contract Agent shall be subject to the
provisions of this Section.

      (d) The Purchase Contract Agent is authorized to execute and deliver the
Pledge Agreement in its capacity as Purchase Contract Agent.

      SECTION 7.02. Notice of Default.

      Within 30 days after the occurrence of any default by the Company
hereunder of which a Responsible Officer of the Purchase Contract Agent has
actual knowledge, the Purchase Contract Agent shall transmit by mail to the
Company and the Holders of Securities, as their names and addresses appear in
the Security Register, notice of such default hereunder, unless such default
shall have been cured or waived.

      SECTION 7.03. Certain Rights of Purchase Contract Agent.

      Subject to the provisions of Section 7.01:

      (1) the Purchase Contract Agent may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, [Subordinated] Note, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

      (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

      (3) whenever in the administration of this Agreement or the Pledge
Agreement the Purchase Contract Agent shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Purchase Contract Agent (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate of the Company;

      (4) the Purchase Contract Agent may consult with counsel of its selection
appointed with due care by it hereunder and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

      (5) the Purchase Contract Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Purchase Contract Agent, in its discretion, and at the
expense of the


                                       59
<PAGE>


Company, may make reasonable further inquiry or investigation into such facts
or matters related to the execution, delivery and performance of the Purchase
Contracts as it may see fit, and, if the Purchase Contract Agent shall
determine to make such further inquiry or investigation, it shall be given a
reasonable opportunity to examine the relevant books, records and premises of
the Company, personally or by agent or attorney and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

      (6) the Purchase Contract Agent may execute any of the powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys or an Affiliate and the Purchase Contract Agent shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney or an Affiliate appointed with due care by it hereunder;

      (7) the Purchase Contract Agent shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement at the request or
direction of any of the Holders pursuant to this Agreement, unless such Holders
shall have offered to the Purchase Contract Agent security or indemnity
satisfactory to the Purchase Contract Agent against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

      (8) the Purchase Contract Agent shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;

      (9) the Purchase Contract Agent shall not be deemed to have notice of any
default hereunder unless a Responsible Officer of the Purchase Contract Agent
has actual knowledge thereof or unless written notice of any event which is in
fact such a default is received by the Purchase Contract Agent at the Corporate
Trust Office of the Purchase Contract Agent, and such notice references the
Securities and this Agreement;

      (10) the Purchase Contract Agent may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Agreement, which Officers' Certificate may be signed by any person authorized
to sign an Officers' Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded; and

      (11) the rights, privileges, protections, immunities and benefits given
to the Purchase Contract Agent, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Purchase
Contract Agent in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder.


                                       60
<PAGE>


      SECTION 7.04. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Certificates shall be taken as
the statements of the Company, and the Purchase Contract Agent assumes no
responsibility for their accuracy. The Purchase Contract Agent makes no
representations as to the validity or sufficiency of either this Agreement or
of the Securities, or of the Pledge Agreement or the Pledge. The Purchase
Contract Agent shall not be accountable for the use or application by the
Company of the proceeds in respect of the Purchase Contracts.

      SECTION 7.05. May Hold Securities.

      Any Security Registrar or any other agent of the Company, or the Purchase
Contract Agent and its Affiliates, in their individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Collateral Agent or any other Person with the same rights it would
have if it were not Security Registrar or such other agent, or the Purchase
Contract Agent. The Company may become the owner or pledgee of Securities.

      SECTION 7.06. Money Held in Custody.

      Money held by the Purchase Contract Agent in custody hereunder need not
be segregated from the other funds except to the extent required by law or
provided herein. The Purchase Contract Agent shall be under no obligation to
invest or pay interest on any money received by it hereunder except as
otherwise provided hereunder or agreed in writing with the Company.

      SECTION 7.07. Compensation and Reimbursement.

      The Company agrees:

      (1) to pay to the Purchase Contract Agent compensation for all services
rendered by it hereunder and under the Pledge Agreement as the Company and the
Purchase Contract Agent shall from time to time agree in writing;

      (2) except as otherwise expressly provided for herein, to reimburse the
Purchase Contract Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Purchase Contract Agent in
accordance with any provision of this Agreement and the Pledge Agreement
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its gross negligence, willful misconduct or bad faith;
and

      (3) to indemnify the Purchase Contract Agent and any predecessor Purchase
Contract Agent for, and to hold it harmless against, any loss, liability or
expense incurred without gross negligence, willful misconduct or bad faith on
its part, arising out of or in connection with the


                                       61
<PAGE>


acceptance or administration of its duties hereunder, including the costs and
expenses of defending itself against any claim (whether asserted by the
Company, a Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

      The provisions of this Section shall survive the resignation and removal
of the Purchase Contract Agent and the termination of this Agreement.

      SECTION 7.08. Corporate Purchase Contract Agent Required; Eligibility.

      There shall at all times be a Purchase Contract Agent hereunder which
shall be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having (or being
a member of a bank holding company having) a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or State
authority and having a corporate trust office in the Borough of Manhattan, New
York City, if there be such a corporation in the Borough of Manhattan, New York
City, qualified and eligible under this Article and willing to act on
reasonable terms. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Purchase Contract Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

      SECTION 7.09. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Purchase Contract Agent and no
appointment of a successor Purchase Contract Agent pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Purchase Contract Agent in accordance with the applicable requirements of
Section 7.10.

      (b) The Purchase Contract Agent may resign at any time by giving written
notice thereof to the Company 60 days prior to the effective date of such
resignation. If the instrument of acceptance by a successor Purchase Contract
Agent required by Section 7.10 shall not have been delivered to the Purchase
Contract Agent within 30 days after the giving of such notice of resignation,
the resigning Purchase Contract Agent may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Purchase Contract Agent.

      (c) The Purchase Contract Agent may be removed at any time by Act of the
Holders of a majority in number of the Outstanding Securities delivered to the
Purchase Contract Agent and the Company. If the instrument of acceptance by a
successor Purchase Contract Agent required by Section 7.10 shall not have been
delivered to the Purchase Contract Agent within 30 days


                                       62
<PAGE>


after the giving of such notice of resignation, the resigning Purchase Contract
Agent may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Purchase Contract Agent.

      (d) If at any time:

            (1) the Purchase Contract Agent fails to comply with Section 310(b)
      of the TIA, as if the Purchase Contract Agent were an indenture trustee
      under an indenture qualified under the TIA, after written request
      therefor by the Company or by any Holder who has been a bona fide Holder
      of a Security for at least six months;

            (2) the Purchase Contract Agent shall cease to be eligible under
      Section 7.08 and shall fail to resign after written request therefor by
      the Company or by any such Holder; or

            (3) the Purchase Contract Agent shall become incapable of acting or
      shall be adjudged a bankrupt or insolvent or a receiver of the Purchase
      Contract Agent or of its property shall be appointed or any public
      officer shall take charge or control of the Purchase Contract Agent or of
      its property or affairs for the purpose of rehabilitation, conservation
      or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Purchase Contract Agent and the appointment of a successor
Purchase Contract Agent.

      (e) If the Purchase Contract Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Purchase
Contract Agent for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Purchase Contract Agent and shall comply with the
applicable requirements of Section 7.10. If no successor Purchase Contract
Agent shall have been so appointed by the Company and accepted appointment in
the manner required by Section 7.10, any Holder who has been a bona fide Holder
of a Security for at least six months, on behalf of itself and all others
similarly situated, or the Purchase Contract Agent may petition at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Purchase Contract Agent.

      (f) The Company shall give, or shall cause such successor Purchase
Contract Agent to give, notice of each resignation and each removal of the
Purchase Contract Agent and each appointment of a successor Purchase Contract
Agent by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the applicable
Register. Each notice shall include the name of the successor Purchase Contract
Agent and the address of its Corporate Trust Office.


                                       63
<PAGE>


      SECTION 7.10. Acceptance of Appointment by Successor.

      (a) In case of the appointment hereunder of a successor Purchase Contract
Agent, every such successor Purchase Contract Agent so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Purchase Contract
Agent an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Purchase Contract Agent shall become effective and
such successor Purchase Contract Agent, without any further act, deed or
conveyance, shall become vested with all the rights, powers, agencies and
duties of the retiring Purchase Contract Agent; but, on the request of the
Company or the successor Purchase Contract Agent, such retiring Purchase
Contract Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Purchase Contract Agent all the
rights, powers and trusts of the retiring Purchase Contract Agent and shall
duly assign, transfer and deliver to such successor Purchase Contract Agent all
property and money held by such retiring Purchase Contract Agent hereunder.

      (b) Upon request of any such successor Purchase Contract Agent, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Purchase Contract Agent all such
rights, powers and agencies referred to in paragraph 7.10(a) of this Section.

      (c) No successor Purchase Contract Agent shall accept its appointment
unless at the time of such acceptance such successor Purchase Contract Agent
shall be qualified and eligible under this Article.

      SECTION 7.11. Merger, Conversion, Consolidation or Succession to
Business.

      Any corporation into which the Purchase Contract Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Purchase Contract
Agent shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Purchase Contract Agent, shall be the
successor of the Purchase Contract Agent hereunder, provided that such
corporation shall be otherwise qualified and eligible under this Article, with
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Certificates shall have been authenticated and
executed on behalf of the Holders, but not delivered, by the Purchase Contract
Agent then in office, any successor by merger, conversion or consolidation to
such Purchase Contract Agent may adopt such authentication and execution and
deliver the Certificates so authenticated and executed with the same effect as
if such successor Purchase Contract Agent had itself authenticated and executed
such Securities.

      SECTION 7.12. Preservation of Information; Communications to Holders.

      (a) The Purchase Contract Agent shall preserve, in as current a form as
is reasonably


                                       64
<PAGE>


practicable, the names and addresses of Holders received by the Purchase
Contract Agent in its capacity as Security Registrar.

      (b) If three or more Holders (herein referred to as "applicants") apply
in writing to the Purchase Contract Agent, and furnish to the Purchase Contract
Agent reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Securities and
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Purchase Contract Agent shall mail to
all the Holders copies of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Purchase Contract Agent of the materials to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such mailing.

      SECTION 7.13. No Obligations of Purchase Contract Agent.

      Except to the extent otherwise expressly provided in this Agreement, the
Purchase Contract Agent assumes no obligations and shall not be subject to any
liability under this Agreement, the Pledge Agreement or any Purchase Contract
in respect of the obligations of the Holder of any Security thereunder. The
Company agrees, and each Holder of a Certificate, by his or her acceptance
thereof, shall be deemed to have agreed, that the Purchase Contract Agent's
execution of the Certificates on behalf of the Holders shall be solely as agent
and attorney-in-fact for the Holders, and that the Purchase Contract Agent
shall have no obligation to perform such Purchase Contracts on behalf of the
Holders, except to the extent expressly provided in Article Five hereof.
Anything contained in this Agreement to the contrary notwithstanding, in no
event shall the Purchase Contract Agent or its officers, employees or agents be
liable under this Agreement to any third party for indirect, special, punitive,
or consequential loss or damage of any kind whatsoever, including lost profits,
whether or not the likelihood of such loss or damage was known to the Purchase
Contract Agent, incurred without any act or deed that is found to be
attributable to gross negligence or willful misconduct on the part of the
Purchase Contract Agent.

      SECTION 7.14. Tax Compliance.

      (a) The Company and the Purchase Contract Agent will comply with all
applicable certification, information reporting and withholding (including
"backup" withholding) requirements imposed by applicable tax laws, regulations
or administrative practice with respect to (i) any payments made with respect
to the Securities or (ii) the issuance, delivery, holding, transfer, redemption
or exercise of rights under the Securities. Such compliance shall include,
without limitation, the preparation and timely filing of required returns and
the timely payment of all amounts required to be withheld to the appropriate
taxing authority or its designated agent.

      (b) The Purchase Contract Agent shall comply in accordance with the terms
hereof with any written direction received from the Company with respect to the
execution or certification of


                                       65
<PAGE>


any required documentation and the application of such requirements to
particular payments or Holders or in other particular circumstances, and may
for purposes of this Agreement conclusively rely on any such direction in
accordance with the provisions of Section 7.01(a)(2) hereof.

      (c) The Purchase Contract Agent shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available, on written request, to the Company or its authorized representative
within a reasonable period of time after receipt of such request.


                                   ARTICLE 8
                            SUPPLEMENTAL AGREEMENTS

      SECTION 8.01. Supplemental Agreements Without Consent of Holders.

      Without the consent of any Holders, the Company and the Purchase Contract
Agent, at any time and from time to time, may enter into one or more agreements
supplemental hereto, in form satisfactory to the Company and the Purchase
Contract Agent, to:

            (1) evidence the succession of another Person to the Company, and
      the assumption by any such successor of the covenants of the Company
      herein and in the Certificates;

            (2) evidence and provide for the acceptance of appointment
      hereunder by a successor Purchase Contract Agent;

            (3) add to the covenants of the Company for the benefit of the
      Holders, or surrender any right or power herein conferred upon the
      Company;

            (4) make provision with respect to the rights of Holders pursuant
      to the requirements of Section 5.04(b); or

            (5) except as provided for in Section 5.04, cure any ambiguity,
      correct or supplement any provisions herein which may be inconsistent
      with any other provisions herein, or make any other provisions with
      respect to such matters or questions arising under this Agreement,
      provided that such action shall not adversely affect the interests of the
      Holders.

      SECTION 8.02. Supplemental Agreements with Consent of Holders.

      With the consent of the Holders of not less than a majority of the
outstanding Securities


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<PAGE>


voting together as one class, by Act of said Holders delivered to the Company
and the Purchase Contract Agent, the Company, when authorized by a Board
Resolution, and the Purchase Contract Agent may enter into an agreement or
agreements supplemental hereto for the purpose of modifying in any manner the
terms of the Purchase Contracts, or the provisions of this Agreement or the
rights of the Holders in respect of the Securities; provided, however, that,
except as contemplated herein, no such supplemental agreement shall, without
the unanimous consent of the Holders of each outstanding Purchase Contract
affected thereby,

            (1) change any Payment Date;

            (2) change the amount or the type of Collateral required to be
      Pledged to secure a Holder's obligations under the Purchase Contract,
      impair the right of the Holder of any Purchase Contract to receive
      distributions on the related Collateral (except for the rights of Holders
      of Stock Purchase Units to substitute Treasury Securities for the Pledged
      Preferred Securities or Pledged [Subordinated] Notes or the rights of
      Holders of Treasury Stock Purchase Units to substitute Preferred
      Securities or [Subordinated] Notes for the Pledged Treasury Securities)
      or otherwise adversely affect the Holder's rights in or to such
      Collateral or adversely alter the rights in or to such Collateral;

            (3) impair the right to institute suit for the enforcement of any
      Purchase Contract;

            (4) reduce the number of shares of Common Stock to be purchased
      pursuant to any Purchase Contract, increase the price to purchase shares
      of Common Stock upon settlement of any Purchase Contract or change the
      Purchase Contract Settlement Date;

            (5) reduce the percentage of the outstanding Purchase Contracts the
      consent of whose Holders is required for any such supplemental agreement;
      or

            (6) reduce any Purchase Contract Payments or change any place
      where, or the coin or currency in which, any Purchase Contract Payment is
      payable;

provided that if any amendment or proposal referred to above would adversely
affect only the Stock Purchase Units or the Treasury Stock Purchase Units, then
only the affected class of Holders as of the record date for the Holders
entitled to vote thereon will be entitled to vote on such amendment or
proposal, and such amendment or proposal shall not be effective except with the
consent of Holders of not less than a majority of such class; and provided,
further, that the unanimous consent of the Holders of each outstanding Purchase
Contract of such class affected thereby shall be required to approve any
amendment or proposal specified in clauses (1) through (6) above.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it
shall be sufficient if such Act


                                       67
<PAGE>


shall approve the substance thereof.

      SECTION 8.03. Execution of Supplemental Agreements.

      In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby
of the agencies created by this Agreement, the Purchase Contract Agent shall be
provided, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement and that any and all conditions precedent to the execution and
delivery of such supplemental agreement have been satisfied. The Purchase
Contract Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Purchase Contract Agent's own rights,
duties or immunities under this Agreement or otherwise.

      SECTION 8.04. Effect of Supplemental Agreements.

      Upon the execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every
Holder of Certificates theretofore or thereafter authenticated, executed on
behalf of the Holders and delivered hereunder, shall be bound thereby.

      SECTION 8.05. Reference to Supplemental Agreements.

      Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article may, and shall if required by the Purchase Contract Agent, bear a
notation in form approved by the Purchase Contract Agent as to any matter
provided for in such supplemental agreement. If the Company shall so determine,
new Certificates so modified as to conform, in the opinion of the Purchase
Contract Agent and the Company, to any such supplemental agreement may be
prepared and executed by the Company and authenticated, executed on behalf of
the Holders and delivered by the Purchase Contract Agent in exchange for
outstanding Certificates.


                                   ARTICLE 9
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

      SECTION 9.01. Covenant Not to Consolidate, Merge, Convey, Transfer or
Lease Property Except under Certain Conditions.

      The Company covenants that it will not consolidate with or merge into any
other corporation or convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless:


                                       68
<PAGE>


            (i) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer,
      or which leases, all or substantially all of the Company's properties and
      assets shall be a corporation organized and existing under the laws of
      the United States of America or a State thereof or the District of
      Columbia and such corporation shall expressly assume all the obligations
      of the Company under the Purchase Contracts, this Agreement and the
      Pledge Agreement by one or more supplemental agreements in form
      reasonably satisfactory to the Purchase Contract Agent and the Collateral
      Agent, executed and delivered to the Purchase Contract Agent and the
      Collateral Agent by such corporation; and

            (ii) the Company or such successor corporation, as the case may be,
      shall not, immediately after such consolidation, merger, conveyance,
      transfer or lease, be in default in the performance of any covenant or
      condition hereunder, under any of the Securities or under the Pledge
      Agreement.

      SECTION 9.02. Rights and Duties of Successor Corporation.

      In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance and upon any such assumption by a
successor corporation in accordance with Section 9.01, such successor
corporation shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of International Paper Company, any or all of the
Certificates evidencing Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Purchase Contract
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Purchase Contract Agent shall authenticate and
execute on behalf of the Holders and deliver any Certificates which previously
shall have been signed and delivered by the officers of the Company to the
Purchase Contract Agent for authentication and execution, and any Certificate
evidencing Securities which such successor corporation thereafter shall cause
to be signed and delivered to the Purchase Contract Agent for that purpose. All
the Certificates issued shall in all respects have the same legal rank and
benefit under this Agreement as the Certificates theretofore or thereafter
issued in accordance with the terms of this Agreement as though all of such
Certificates had been issued at the date of the execution hereof.

      In case of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance such change in phraseology and form
(but not in substance) may be made in the Certificates evidencing Securities
thereafter to be issued as may be appropriate.

      SECTION 9.03. Officers' Certificate and Opinion of Counsel Given to
Purchase Contract Agent.

      The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall
receive an Officers'


                                       69
<PAGE>


Certificate and an Opinion of Counsel as conclusive evidence that any such
merger, consolidation, share exchange, sale, assignment, transfer, lease or
conveyance, and any such assumption, complies with the provisions of this
Article and that all conditions precedent to the consummation of any such
merger, consolidation, share exchange, sale, assignment, transfer, lease or
conveyance have been met.


                                   ARTICLE 10
                                   COVENANTS

      SECTION 10.01. Performance under Purchase Contracts.

      The Company covenants and agrees for the benefit of the Holders from time
to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

      SECTION 10.02. Maintenance of Office or Agency.

      The Company will maintain in the Borough of Manhattan, New York City an
office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date or Early Settlement and for transfer
of Collateral upon occurrence of a Termination Event, where Certificates may be
surrendered for registration of transfer or exchange, for a Collateral
Substitution or reestablishment of Stock Purchase Units and where notices and
demands to or upon the Company in respect of the Securities and this Agreement
may be served. The Company will give prompt written notice to the Purchase
Contract Agent of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Purchase Contract Agent with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office, and the Company hereby appoints
the Purchase Contract Agent as its agent to receive all such presentations,
surrenders, notices and demands.

      The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, New York City for such purposes. The Company will give
prompt written notice to the Purchase Contract Agent of any such designation or
rescission and of any change in the location of any such other office or
agency. The Company hereby designates as the place of payment for the
Securities the Corporate Trust Office and appoints the Purchase Contract Agent
at its Corporate Trust Office as paying agent in such city.


                                       70
<PAGE>


      SECTION 10.03. Company to Reserve Common Stock.

      The Company shall at all times prior to the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Securities evidenced by Outstanding Certificates.

      SECTION 10.04. Covenants as to Common Stock.

      The Company covenants that all shares of Common Stock which may be issued
against tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Securities will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable.

      SECTION 10.05. Statements of Officers of the Company as to Default.

      The Company will deliver to the Purchase Contract Agent, within 120 days
after the end of each fiscal year of the Company (which as of the date hereof
is December 31) ending after the date hereof, an Officers' Certificate (one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company), stating
whether or not to the knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions hereof, and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

      SECTION 10.06. ERISA.

      Each Holder from time to time of the Securities that is a Plan hereby
represents that its acquisition of the Stock Purchase Units and the holding of
the same satisfies the applicable fiduciary requirements of ERISA and that it
is entitled to exemption relief from the prohibited transaction provisions of
ERISA and the Code in accordance with one or more prohibited transaction
exemptions or otherwise will not result in a nonexempt prohibited transaction.

                       [SIGNATURES ON THE FOLLOWING PAGE]



                                       71
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                          INTERNATIONAL PAPER COMPANY


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


                                          [                                 ],
                                          as Purchase Contract Agent


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


                                       72
<PAGE>


                                                                      EXHIBIT A


                    FACE OF STOCK PURCHASE UNITS CERTIFICATE

      [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE
FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE
CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER
OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No. ____                                              CUSIP No._____________
Number of Stock Purchase Units:______________

                          INTERNATIONAL PAPER COMPANY
                      INTERNATIONAL PAPER CAPITAL TRUST __
                              STOCK PURCHASE UNITS

     This Stock Purchase Units Certificate certifies that ___________________
is the registered Holder of the number of Stock Purchase Units set forth above.
Each Stock Purchase Unit consists of (i) either (a) the beneficial ownership by
the Holder of one Preferred Security (the "Preferred Security") of
International Paper Capital Trust _, a Delaware statutory trust (the "Trust"),
having a stated liquidation amount of $25, subject to the Pledge of such
Preferred Security by such Holder pursuant to the Pledge Agreement, or (b) upon
the occurrence of a Tax Event Redemption prior to the Purchase Contract
Settlement Date, the appropriate


                                      A-1
<PAGE>


Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with International Paper Company, a New York corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement (as defined on the reverse hereof) have the meaning set
forth therein.

      Pursuant to the Pledge Agreement, the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of each Stock Purchase Unit evidenced hereby has been pledged
to the Collateral Agent, for the benefit of the Company, to secure the
obligations of the Holder under the Purchase Contract comprising part of such
Stock Purchase Unit.

      The Pledge Agreement provides that all payments of the liquidation amount
with respect to any of the Pledged Preferred Securities or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the Treasury Portfolio, as the case may be, or cash distributions
on any Pledged Preferred Securities (as defined in the Pledge Agreement) or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be,
constituting part of the Stock Purchase Units received by the Securities
Intermediary shall be paid by wire transfer in same day funds (i) in the case
of (A) cash distributions with respect to Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, and (B)
any payments of the liquidation amount with respect to any Preferred Securities
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be,
that have been released from the Pledge pursuant to the Pledge Agreement, to
the Purchase Contract Agent to the account designated by the Purchase Contract
Agent, no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Securities Intermediary (provided that in the event
such payment is received by the Securities Intermediary on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on the
next succeeding Business Day) and (ii) in the case of payments of the
liquidation amount with respect to any of the Pledged Preferred Securities or
the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, to the Company on the
Purchase Contract Settlement Date (as described herein) in accordance with the
terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Stock Purchase Units of which such Pledged
Preferred Securities or the Applicable Ownership Interest (as specified in
clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, are a part under the Purchase Contracts forming a part of such
Stock Purchase Units. Distributions on any Preferred Security or the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, forming
part of a Stock Purchase Unit evidenced hereby, which are payable quarterly in
arrears on _______________,


                                      A-2
<PAGE>


___________________, ________________, and ________________ of each year,
commencing ______________, 20__ (a "Payment Date"), shall, subject to receipt
thereof by the Purchase Contract Agent from the Securities Intermediary, be
paid to the Person in whose name this Stock Purchase Unit Certificate (or a
Predecessor Stock Purchase Unit Certificate) is registered at the close of
business on the Record Date for such Payment Date.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Stock Purchase Units Certificate to purchase, and the Company to sell, on
_________________ (the "Purchase Contract Settlement Date"), at a price equal
to $25 (the "Stated Amount"), a number of shares of Common Stock, without par
value ("Common Stock"), of the Company, equal to the Settlement Rate, unless on
or prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Stock Purchase
Unit of which such Purchase Contract is a part, all as provided in the Purchase
Contract Agreement and more fully described on the reverse hereof. The purchase
price (the "Purchase Price") for the shares of Common Stock purchased pursuant
to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid
on the Purchase Contract Settlement Date by application of payment received in
respect of the liquidation amount with respect to any Pledged Preferred
Securities pursuant to the Remarketing or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, pledged to secure the obligations under
such Purchase Contract of the Holder of the Stock Purchase Unit of which such
Purchase Contract is a part.

      The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Stock Purchase Unit evidenced hereby, an amount (the
"Purchase Contract Payments") equal to ___% per year of the Stated Amount. Such
Purchase Contract Payments shall be payable to the Person in whose name this
Stock Purchase Units Certificate is registered at the close of business on the
Record Date for such Payment Date. The Company may, at its option, defer such
Purchase Contract Payments.

      Distributions on the Preferred Securities and the Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) and the
Purchase Contract Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address appears on
the Security Register.

      Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Stock Purchase Units
Certificate shall not be entitled to any benefit under the Pledge Agreement or
the Purchase Contract Agreement or be valid or obligatory for any purpose.


                                      A-3
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          INTERNATIONAL PAPER COMPANY


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


                                          HOLDER SPECIFIED ABOVE (as to
                                          obligations of such Holder under the
                                          Purchase Contracts)


                                          By: [                              ],
                                              not individually but solely as
                                              Attorney-in-Fact of such Holder


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

DATED:__________________


                                     A-4
<PAGE>


                         CERTIFICATE OF AUTHENTICATION
                           OF PURCHASE CONTRACT AGENT


      This is one of the Stock Purchase Units Certificates referred to in the
within mentioned Purchase Contract Agreement.

                                          By: [                              ],
                                              as Purchase Contract Agent


                                          By:
                                              --------------------------------
                                                  Authorized Signatory
Dated: ____________________


                                     A-5
<PAGE>


             (FORM OF REVERSE OF STOCK PURCHASE UNITS CERTIFICATE)


      Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of _____________, 20__ (as may be supplemented
from time to time, the "Purchase Contract Agreement"), between the Company and
[                       ], as Purchase Contract Agent (including its successors
hereunder, the "Purchase Contract Agent"), to which Purchase Contract Agreement
and supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Purchase Contract Agent, the Company, and the
Holders and of the terms upon which the Stock Purchase Units Certificates are,
and are to be, executed and delivered.

      Unless a Cash Settlement or an Early Settlement has occurred, each
Purchase Contract evidenced hereby obligates the Holder of this Stock Purchase
Units Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Stated Amount (the "Purchase
Price"), a number of shares of Common Stock equal to the Settlement Rate,
unless, prior to or on the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such
Purchase Contract is a part or an Early Settlement shall have occurred. The
"Settlement Rate" is equal to:

            (1) if the Applicable Market Value (as defined below) is greater
      than or equal to $______ (the "Threshold Appreciation Price"), _____
      shares of Common Stock per Purchase Contract;

            (2) if the Applicable Market Value is less than the Threshold
      Appreciation Price but greater than $______ (the "Reference Price"), the
      number of shares of Common Stock per Purchase Contract having a value,
      based on the Applicable Market Value, equal to $25; and

            (3) if the Applicable Market Value is less than or equal to the
      Reference Price, _____ share of Common Stock per Purchase Contract,

in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest
1/10,000th of a share).

      No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

      Each Purchase Contract evidenced hereby, which is settled either through
Early Settlement or Cash Settlement, shall obligate the Holder of the related
Stock Purchase Unit to purchase at the Purchase Price, and the Company to sell,
a number of shares of Common Stock equal to the Early Settlement Rate or
Settlement Rate, as applicable.


                                     A-6
<PAGE>


      The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

      The "Closing Price" per share of Common Stock on any date of
determination means:

            (1) the closing sale price as of the close of the principal trading
      session (or, if no closing price is reported, the last reported sale
      price) per share on the New York Stock Exchange, Inc. (the "NYSE") on
      such date;

            (2) if Common Stock is not listed for trading on the NYSE on any
      such date, the closing sale price per share as reported in the composite
      transactions for the principal United States securities exchange on which
      Common Stock is so listed;

            (3) if Common Stock is not so listed on a United States national or
      regional securities exchange, the closing sale price per share as
      reported by The Nasdaq National Market;

            (4) if Common Stock is not so reported, the last quoted bid price
      for Common Stock in the over-the-counter market as reported by the
      National Quotation Bureau or similar organization; or

            (5) if such bid price is not available, the average of the
      mid-point of the last bid and ask prices of Common Stock on such date
      from at least three nationally recognized independent investment banking
      firms retained for this purpose by the Company.

      A "Trading Day" means a day on which Common Stock (1) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (2) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of Common
Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stock Purchase Units Certificate may pay the Purchase Price for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby by effecting a Cash Settlement or an Early Settlement or from
the proceeds of the Applicable Ownership Interest (as specified in clause (A)
of the definition of such term) of the Treasury Portfolio or a Remarketing of
the related Pledged Preferred Securities. A Holder of Stock Purchase Units who
does not effect, on or prior to 11:00 a.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date (or in
the event a Tax Event Redemption has occurred, the Business Day prior to the
Purchase Contract Settlement Date), an effective Cash Settlement, or who does
not effect on or prior to 5:00 p.m. (New York City time) on the seventh
Business Day prior to the Purchase Contract Settlement Date an effective Early
Settlement, shall pay the


                                     A-7
<PAGE>


Purchase Price for the shares of Common Stock to be delivered under the related
Purchase Contract from the proceeds of the sale of the related Pledged
Preferred Securities held by the Collateral Agent. Such sale will be made by
the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the
third Business Day prior to the Purchase Contract Settlement Date. If, as
provided in the Purchase Contract Agreement, upon the occurrence of a Failed
Remarketing, the Collateral Agent, for the benefit of the Company, exercises
its rights as a secured creditor with respect to the Pledged Preferred
Securities related to this Stock Purchase Units certificate, any accrued and
unpaid distributions on such Pledged Preferred Securities will become payable
by the Company to the holder of this Stock Purchase Units Certificate in the
manner provided for in the Purchase Contract Agreement.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price
for the shares of Common Stock to be purchased thereunder in the manner herein
set forth.

      Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Preferred Security or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio forming a part of each Stock Purchase Unit from the Pledge. A Stock
Purchase Unit shall thereafter represent the right to receive the Preferred
Security or the appropriate Applicable Ownership Interest of the Treasury
Portfolio forming a part of such Stock Purchase Unit in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

      Under the terms of the Pledge Agreement, the Purchase Contract Agent will
be entitled to exercise the voting and any other consensual rights pertaining
to the Pledged Preferred Securities. Upon receipt of notice of any meeting at
which holders of Preferred Securities are entitled to vote or upon the
solicitation of consents, waivers or proxies of holders of Preferred
Securities, the Purchase Contract Agent shall, as soon as practicable
thereafter, mail to the Stock Purchase Units Holders a notice:

            (1) containing such information as is contained in the notice or
      solicitation;

            (2) stating that each Stock Purchase Unit Holder on the record date
      set by the Purchase Contract Agent therefor (which, to the extent
      possible, shall be the same date as the record date for determining the
      holders of Preferred Securities entitled to vote) shall be entitled to
      instruct the Purchase Contract Agent as to the exercise of the voting
      rights pertaining to the Preferred Securities constituting a part of such
      Holder's Stock Purchase Unit; and


                                     A-8
<PAGE>


            (3) stating the manner in which such instructions may be given.

Upon the written request of the Stock Purchase Unit Holders on such record
date, the Purchase Contract Agent shall endeavor insofar as practicable to vote
or cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of Preferred Securities as to which any particular
voting instructions are received. In the absence of specific instructions from
the Holder of a Stock Purchase Unit, the Purchase Contract Agent shall abstain
from voting the Preferred Security evidenced by such Stock Purchase Unit.

      Upon the dissolution and liquidation of the Trust, an aggregate principal
amount of the [Subordinated] Notes constituting the assets of the Trust and
underlying the Preferred Securities equal to the aggregate liquidation amount
of the Pledged Preferred Securities shall be delivered to the Securities
Intermediary in exchange for the Pledged Preferred Securities. Thereafter, the
[Subordinated] Notes shall be held by the Securities Intermediary to secure the
obligations of each Holder of Stock Purchase Units to purchase shares of Common
Stock under the Purchase Contracts constituting a part of such Stock Purchase
Units.

      Notwithstanding the foregoing, in the event of a dissolution and
liquidation of the Trust, if a Liquidation Distribution is to be distributed in
lieu of the [Subordinated] Notes as provided for in the Declaration, an amount
equal to the Liquidation Distribution shall be deposited in the Collateral
Account in exchange for the Pledged Preferred Securities. Thereafter, pursuant
to the terms of the Pledge Agreement, the Collateral Agent shall cause the
Securities Intermediary to apply an amount equal to the Redemption Amount of
such Liquidation Distribution to purchase on behalf of the Holders of Stock
Purchase Units the Treasury Portfolio and promptly remit the remaining portion
of such Liquidation Distribution to the Purchase Contract Agent for payment to
the Holders of such Stock Purchase Units. The Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio will be substituted as Collateral for the Pledged Preferred
Securities and will be held by the Collateral Agent in accordance with the
terms of the Pledge Agreement to secure the obligation of each Holder of a
Stock Purchase Unit to purchase the Common Stock of the Company under the
Purchase Contract constituting a part of such Stock Purchase Unit.

      Following the dissolution and liquidation of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the [Subordinated] Notes or the Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, as the Holders and the Collateral Agent had in
respect of the Pledged Preferred Securities, any reference herein to the
Preferred Securities shall be deemed to be a reference to the [Subordinated]
Notes or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, and any
reference herein to the liquidation amount of the Preferred Securities shall be
deemed to be a reference to the principal amount of the [Subordinated] Notes or
the Applicable Ownership Interest (as specified in clause (A) of the definition
of such term) of the


                                      A-9
<PAGE>


Treasury Portfolio, as the case may be.

      Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, an amount equal to the Redemption Amount plus any
accumulated and unpaid distributions payable on the Tax Event Redemption Date
with respect to the Applicable Principal Amount shall be deposited in the
Collateral Account in exchange for the Pledged Preferred Securities.
Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent
shall cause the Securities Intermediary to apply an amount equal to the
Redemption Amount of such funds to purchase on behalf of the Holders of Stock
Purchase Units, the Treasury Portfolio and promptly (a) transfer the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
of the Treasury Portfolio to the Collateral Account to secure the obligations
of each Holder of Stock Purchase Units to purchase shares of Common Stock under
the Purchase Contracts constituting a part of such Stock Purchase Units, (b)
transfer the Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio to the Purchase Contract
Agent for the benefit of the Holders of such Stock Purchase Units and (C) remit
the remaining portion of such funds to the Purchase Contract Agent for payment
to the Holders of such Stock Purchase Units.

      Following the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, the Holders of Stock Purchase Units and the
Collateral Agent shall have such security interest rights and obligations with
respect to the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio as the Holder of Stock
Purchase Units and the Collateral Agent had in respect of the Preferred
Securities or [Subordinated] Notes, as the case may be, subject to the Pledge
thereof as provided in the Pledge Agreement and any reference herein to the
Preferred Securities shall be deemed to be a reference to such Treasury
Portfolio.

      The Stock Purchase Certificates are issuable only in registered form and
only in denominations of a single Stock Purchase Unit and any integral multiple
thereof. The transfer of any Stock Purchase Units Certificate will be
registered and Stock Purchase Units Certificates may be exchanged as provided
in the Purchase Contract Agreement. The Security Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents permitted by the Purchase Contract Agreement. No service charge shall
be required for any such registration of transfer or exchange, but the Company
and the Purchase Contract Agent may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. A
Holder who elects to substitute a Treasury Security for Preferred Securities,
thereby creating Treasury Stock Purchase Units, shall be responsible for any
fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract underlying a
Stock Purchase Unit remains in effect, such Stock Purchase Unit shall not be
separable into its constituent parts, and the rights and obligations of the
Holder of such Stock Purchase Unit in respect of the Preferred Securities and
Purchase Contract constituting such Stock Purchase Unit may be transferred and
exchanged only as a Stock Purchase Unit.


                                      A-10
<PAGE>


      The Holder of Stock Purchase Units may substitute for the Pledged
Preferred Securities securing such Holder's obligations under the related
Purchase Contracts Treasury Securities in an aggregate principal amount equal
to the aggregate liquidation amount of the Pledged Preferred Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement. From and after such Collateral Substitution, each Security for which
such Pledged Treasury Securities secures the Holder's obligation under the
Purchase Contract shall be referred to as a "Treasury Stock Purchase Unit". A
Holder may make such Collateral Substitution only in integral multiples of 40
Stock Purchase Units for 40 Treasury Stock Purchase Units.

      A Holder of Treasury Stock Purchase Units may recreate Stock Purchase
Units by delivering to the Securities Intermediary Preferred Securities with an
aggregate liquidation amount equal to the aggregate principal amount at
maturity of the Pledged Treasury Securities in exchange for the release of such
Pledged Treasury Securities in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. A Holder may recreate Stock
Purchase Units only in integral multiples of 40 Treasury Stock Purchase Units
for 40 Stock Purchase Units.

      If a Tax Event Redemption has occurred, a Stock Purchase Unit Holder may
not create Treasury Stock Purchase Units, and a Treasury Stock Purchase Unit
Holder may not recreate a Stock Purchase Unit.

      The Company shall pay, on each Payment Date, the Purchase Contract
Payments payable in respect of each Purchase Contract to the Person in whose
name the Stock Purchase Units Certificate evidencing such Purchase Contract is
registered at the close of business on the Record Date for such Payment Date.
Purchase Contract Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Holder, by check
mailed to the address of the Person entitled thereto at such address as it
appears on the Security Register.

      The Company has the right to defer payment of all or part of the Purchase
Contract Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date. If the Company so elects to defer Purchase
Contract Payments, the Company shall pay additional Purchase Contract Payments
on such deferred installments of Purchase Contract Payments at a rate equal to
___% per annum, compounding quarterly, until such deferred installments are
paid. In the event that the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date, each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Purchase
Contract Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination


                                      A-11
<PAGE>


Event shall have occurred. Upon the occurrence of a Termination Event, the
Company shall promptly but in no event later than two Business Days thereafter
give written notice to the Purchase Contract Agent, the Collateral Agent and
the Holders, at their addresses as they appear in the Security Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Preferred Securities or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, as the case may be, from the Pledge in accordance with the
provisions of the Pledge Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Stock
Purchase Units Certificate, the Holder of this Stock Purchase Units Certificate
shall deliver to the Purchase Contract Agent at the Corporate Trust Office an
Election to Settle Early form set forth below and any other documents requested
by the Purchase Contract Agent duly completed and accompanied by payment in the
form of immediately available funds payable to the order of the Company in an
amount (the "Early Settlement Amount") equal to (i) the product of (A) $25
times (B) the number of Purchase Contracts with respect to which the Holder has
elected to effect Early Settlement, plus (ii) if such delivery is made with
respect to any Purchase Contracts during the period from the close of business
on any Record Date for any Payment Date to the opening of business on such
Payment Date, an amount equal to the Purchase Contract Payments payable on such
Payment Date with respect to such Purchase Contracts.

      Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Preferred Securities, Pledged [Subordinated] Notes or
the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, as the case may be,
underlying such Securities shall be released from the Pledge as provided in the
Pledge Agreement and the Holder shall be entitled to receive a number of shares
of Common Stock on account of each Purchase Contract forming part of a Stock
Purchase Unit as to which Early Settlement is effected equal to ______ share of
Common Stock per Purchase Contract (the "Early Settlement Rate"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as
the Settlement Rate is adjusted as provided in the Purchase Contract Agreement.

      Upon registration of transfer of this Stock Purchase Units Certificate,
the transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Purchase Contract
Agent pursuant to the Purchase Contract Agreement), under the terms of the
Purchase Contract Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contracts
evidenced by this Stock Purchase Units Certificate. The Company covenants and
agrees, and the Holder, by its acceptance hereof, likewise covenants and
agrees, to be bound by the provisions of this paragraph.


                                      A-12
<PAGE>


      The Holder of this Stock Purchase Units Certificate, by its acceptance
hereof, authorizes the Purchase Contract Agent to enter into and perform the
related Purchase Contracts forming part of the Stock Purchase Units evidenced
hereby on its behalf as its attorney-in-fact, expressly withholds any consent
to the assumption (i.e., affirmance) of the Purchase Contracts by the Company
or its trustee in the event that the Company becomes the subject of a case
under the Bankruptcy Code, agrees to be bound by the terms and provisions
thereof, covenants and agrees to perform his obligations under such Purchase
Contracts, consents to the provisions of the Purchase Contract Agreement,
authorizes the Purchase Contract Agent to enter into and perform the Purchase
Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be,
underlying this Stock Purchase Units Certificate pursuant to the Pledge
Agreement. The Holder further covenants and agrees that, to the extent and in
the manner provided in the Purchase Contract Agreement and the Pledge
Agreement, but subject to the terms thereof, payments in respect to the
aggregate liquidation amount of the Pledged Preferred Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, as the case may be, on the
Purchase Contract Settlement Date shall be paid by the Collateral Agent to the
Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

      The Purchase Contracts shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflicts of laws
principles thereof.

      The Company, the Purchase Contract Agent and its Affiliates and any agent
of the Company or the Purchase Contract Agent may treat the Person in whose
name this Stock Purchase Units Certificate is registered as the owner of the
Stock Purchase Units evidenced hereby for the purpose of receiving payments of
distributions payable quarterly on the Preferred Securities, receiving payments
of Purchase Contract Payments, performance of the Purchase Contracts and for
all other purposes whatsoever, whether or not any payments in respect thereof
be overdue and notwithstanding any notice to the contrary, and neither the
Company, the Purchase Contract Agent nor any such agent shall be affected by
notice to the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.


                                      A-13
<PAGE>


                                 ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                      as tenants in common

UNIF GIFT MIN ACT:            ___________________ Custodian ___________________
                                    (cust)                       (minor)
                              Under Uniform Gifts to Minors Act of  __________

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

TENANT:                       as tenants by the entireties

JT TEN:                       as joint tenants with right of survivorship and
                              not as tenants in common

Additional abbreviations may also be used though not in the above list.

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


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

-------------------------------------------------------------------------------
           (Please insert Social Security or Taxpayer I.D. or other
                        Identifying Number of Assignee)


-------------------------------------------------------------------------------
 (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Stock Purchase Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to
transfer said Stock Purchase Units Certificates on the books of International
Paper Company, and International Paper Capital Trust __ with full power of
substitution in the premises.


Dated:                                 Signature
       --------------------------                -----------------------------

                                       NOTICE: The signature to this assignment
                                       must correspond with the name as it
                                       appears upon the face of the within
                                       Stock Purchase Units Certificates in
                                       every particular, without alteration or
                                       enlargement or any change whatsoever.

      Signature Guarantee:
                            --------------------------------


                                      A-14
<PAGE>


                            SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Stock Purchase Units
evidenced by this Stock Purchase Units Certificate be registered in the name
of, and delivered, together with a check in payment for any fractional share,
to the undersigned at the address indicated below unless a different name and
address have been indicated below. If shares are to be registered in the name
of a Person other than the undersigned, the undersigned will pay any transfer
tax payable incident thereto.

Dated:
       ----------------------------       -----------------------------------
                                          Signature
                                          Signature Guarantee:________________
                                          (if assigned to another person)

If shares are to be registered in
the name of and delivered to a
Person other than the Holder, please      REGISTERED HOLDER
(i) print such Person's name and
address and (ii) provide a guarantee      Please print name and address of
of your signature:                        Registered Holder:


-----------------------------------       -----------------------------------
Name                                      Name

-----------------------------------       -----------------------------------
Address                                   Address

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

Social Security or other
Taxpayer Identification
Number, if any                            -----------------------------------


                                      A-15
<PAGE>


                            ELECTION TO SETTLE EARLY


      The undersigned Holder of this Stock Purchase Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stock Purchase Units evidenced by this Stock
Purchase Units Certificate specified below. The undersigned Holder directs that
a certificate for shares of Common Stock deliverable upon such Early Settlement
be registered in the name of, and delivered, together with a check in payment
for any fractional share and any Stock Purchase Units Certificate representing
any Stock Purchase Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is not effected, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
Pledged Preferred Securities, Pledged [Subordinated] Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
deliverable upon such Early Settlement will be transferred in accordance with
the transfer instructions set forth below. If shares are to be registered in
the name of a Person other than the undersigned, the undersigned will pay any
transfer tax payable incident thereto.

Dated:
        ----------------------         ---------------------------------------
                                       Signature


Signature Guarantee:
                      -----------------


                                      A-16
<PAGE>



      Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Stock        REGISTERED HOLDER
Purchase Units Certificates are to
be registered in the name of and
delivered to and Pledged Preferred
Securities, Pledged [Subordinated]
Notes or the Applicable Ownership
Interest of the Treasury Portfolio,
as the case may be, are to be
transferred to a Person other than
the Holder, please print such
Person's name and address:

                                          Please print name and address of
                                          Registered Holder:


-----------------------------------       -----------------------------------
Name                                      Name

-----------------------------------       -----------------------------------
Address                                   Address

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

Social Security or other
Taxpayer Identification
Number, if any                            -----------------------------------


                                      A-17
<PAGE>


Transfer Instructions for Pledged Preferred Securities or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, transferable
upon Early Settlement or a Termination Event:


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

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

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



                                      A-18
<PAGE>


                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE


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

===============================================================================

<TABLE>
                                                                      Number of Stock
                  Amount of increase in   Amount of decrease in       Purchase Units
                     Number of Stock        Number of Stock         evidenced by this
                     Purchase Units         Purchase Units          Global Certificate    Signature of authorized
                    evidenced by the       evidenced by the           following such      signatory of Trustee or
Date               Global Certificate     Global Certificate       decrease or increase   Securities Custodian
<S>                   <C>                    <C>                      <C>                    <C>

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

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

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

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

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

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

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

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

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</TABLE>


                                      A-19
<PAGE>


                                                                      EXHIBIT B

                  FACE OF TREASURY STOCK PURCHASE CERTIFICATE


      [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE
FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE
CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER
OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

No. ____                                              CUSIP No._____________
Number of Treasury Stock Purchase Units:___________

                          INTERNATIONAL PAPER COMPANY
                      INTERNATIONAL PAPER CAPITAL TRUST __
                         TREASURY STOCK PURCHASE UNITS

      This Treasury Stock Purchase Units Certificate certifies that
__________________ is the registered Holder of the number of Treasury Stock
Purchase Units set forth above. Each Treasury Stock Purchase Unit consists of
(i) a 1/40 undivided beneficial ownership interest of a Treasury Security
having a principal amount at maturity equal to $1,000, subject to the Pledge of
such Treasury Security by such Holder pursuant to the Pledge Agreement, and
(ii) the rights and obligations of the Holder under one Purchase Contract with
International Paper Company, a New York corporation (the "Company"). All
capitalized terms used herein which are defined in the


                                      B-1
<PAGE>



Purchase Contract Agreement (as defined on the reverse hereof) have the meaning
set forth therein.

      Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Treasury Stock Purchase Unit evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising part of such Treasury
Stock Purchase Unit. Each Purchase Contract evidenced hereby obligates the
Holder of this Treasury Stock Purchase Units Certificate to purchase, and the
Company, to sell, on _____________ (the "Purchase Contract Settlement Date"),
at a price equal to $25 (the "Stated Amount"), a number of shares of Common
Stock, without par value ("Common Stock"), of the Company, equal to the
Settlement Rate, unless prior to or on the Purchase Contract Settlement Date
there shall have occurred a Termination Event or an Early Settlement with
respect to the Treasury Stock Purchase Unit of which such Purchase Contract is
a part, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The purchase price (the "Purchase Price") for
the shares of Common Stock purchased pursuant to each Purchase Contract
evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract
Settlement Date by application of the proceeds from the Treasury Securities at
maturity pledged to secure the obligations of the Holder under such Purchase
Contract of the Treasury Stock Purchase Unit of which such Purchase Contract is
a part.

      The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Treasury Stock Purchase Unit evidenced hereby, an
amount (the "Purchase Contract Payments") equal to ___% per year of the Stated
Amount. Such Purchase Contract Payments shall be payable to the Person in whose
name this Treasury Stock Purchase Units Certificate is registered at the close
of business on the Record Date for such Payment Date. The Company may, at its
option, defer such Purchase Contract Payments.

      Distributions on the Preferred Securities and the Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) and the
Purchase Contract Payments will be payable at the office of the Purchase
Contract Agent in New York City or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address appears on
the Security Register.

      Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Purchase Contract Agent by manual signature, this Treasury Stock Purchase Units
Certificate shall not be entitled to any benefit under the Pledge Agreement or
the Purchase Contract Agreement or be valid or obligatory for any purpose.


                                      B-2
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          INTERNATIONAL PAPER COMPANY


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


                                          HOLDER SPECIFIED ABOVE (as to
                                          obligations of such Holder under the
                                          Purchase Contracts)


                                          By: [                              ],
                                              not individually but solely as
                                              Attorney-in-Fact of such Holder


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

Dated:_____________________


                                      B-3
<PAGE>


                        CERTIFICATE OF AUTHENTICATION OF
                            PURCHASE CONTRACT AGENT


      This is one of the Treasury Stock Purchase Units referred to in the
within-mentioned Purchase Contract Agreement.

                                          By: [                              ],
                                              as Purchase Contract Agent


                                             By:
                                                 -----------------------------
                                                 Authorized Signatory
Dated:_________________


                                      B-4
<PAGE>


            (REVERSE OF TREASURY STOCK PURCHASE UNITS CERTIFICATE)

      Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of ___________, 20__ (as may be supplemented from
time to time, the "Purchase Contract Agreement") between the Company and
[                      ], as Purchase Contract Agent (including its successors
thereunder, herein called the "Purchase Contract Agent"), to which the Purchase
Contract Agreement and supplemental agreements thereto reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company
and the Holders and of the terms upon which the Treasury Stock Purchase Units
Certificates are, and are to be, executed and delivered.

      Unless a Cash Settlement or an Early Settlement has occurred, each
Purchase Contract evidenced hereby obligates the Holder of this Treasury Stock
Purchase Units Certificate to purchase, and the Company to sell, on the
Purchase Contract Settlement Date at a price equal to the Stated Amount (the
"Purchase Price") a number of shares of Common Stock equal to the Settlement
Rate, unless prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such
Purchase Contract is a part or an Early Settlement shall have occurred. The
"Settlement Rate" is equal to:

            (1) if the Applicable Market Value (as defined below) is greater
      than or equal to $______ (the "Threshold Appreciation Price"), ______
      share of Common Stock per Purchase Contract;

            (2) if the Applicable Market Value is less than the Threshold
      Appreciation Price but greater than $______ (the "Reference Price"), the
      number of shares of Common Stock per Purchase Contract having a value,
      based on the Applicable Market Value, equal to $25; and

            (3) if the Applicable Market Value is less than or equal to the
      Reference Price, then ______ share of Common Stock per Purchase Contract,

      in each case subject to adjustment as provided in the Purchase Contract
Agreement (and in each case rounded upward or downward to the nearest
1/10,000th of a share).

      No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in Section 5.09 of the Purchase Contract
Agreement.

      Each Purchase Contract evidenced hereby, which is settled either through
Early Settlement or Cash Settlement, shall obligate the Holder of the related
Treasury Stock Purchase Unit to purchase at the Purchase Price for cash, and
the Company to sell, a number of shares of Common Stock equal to the Early
Settlement Rate or the Settlement Rate, as applicable.


                                      B-5
<PAGE>


      The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

      The "Closing Price" per share of Common Stock on any date of
determination means the:

            (1) closing sale price as of the close of the principal trading
      session (or, if no closing price is reported, the last reported sale
      price) per share on the New York Stock Exchange, Inc. (the "NYSE") on
      such date;

            (2) if the Common Stock is not listed for trading on the NYSE on
      any such date, the closing sale price per share as reported in the
      composite transactions for the principal United States securities
      exchange on which the Common Stock is so listed;

            (3) if the Common Stock is not so listed on a United States
      national or regional securities exchange, the closing sale price per
      share as reported by The Nasdaq National Market;

            (4) if the Common Stock is not so reported, the last quoted bid
      price for the Common Stock in the over-the-counter market as reported by
      the National Quotation Bureau or similar organization; or

            (5) if such bid price is not available, the average of the
      mid-point of the last bid and ask prices of the Common Stock on such date
      from at least three nationally recognized independent investment banking
      firms retained for this purpose by the Company.

      A "Trading Day" means a day on which the Common Stock (1) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (2) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Treasury Stock Purchase Unit shall pay the Purchase Price for
the shares of the Common Stock purchased pursuant to each Purchase Contract
evidenced hereby either by effecting a Cash Settlement or an Early Settlement
of each such Purchase Contract or by applying a principal amount of the Pledged
Treasury Securities underlying such Holder's Treasury Stock Purchase Unit equal
to the Stated Amount of such Purchase Contract to the purchase of the Common
Stock. A Holder of Treasury Stock Purchase Unit who does not effect, prior to
or on 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, an effective Cash Settlement,
or who does not effect on or prior to 5:00 p.m.


                                      B-6
<PAGE>


(New York City time) on the seventh Business Day prior to the Purchase Contract
Settlement Date an effective Early Settlement, shall pay the Purchase Price for
the shares of Common Stock to be issued under the related Purchase Contract
from the proceeds of the Pledged Treasury Securities.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment of the aggregate purchase price
for the shares of Common Stock to be purchased thereunder in the manner herein
set forth.

      Each Purchase Contract evidenced hereby and all obligations and rights of
the Company and the Holder thereunder shall terminate if a Termination Event
shall occur. Upon the occurrence of a Termination Event, the Company shall give
written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Treasury Securities (as defined in the Pledge Agreement) forming a part
of each Treasury Stock Purchase Unit. A Treasury Stock Purchase Unit shall
thereafter represent the right to receive the interest in the Treasury Security
forming a part of such Treasury Stock Purchase Unit, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

      The Treasury Stock Purchase Units Certificates are issuable only in
registered form and only in denominations of a single Treasury Stock Purchase
and any integral multiple thereof. The transfer of any Treasury Stock Purchase
Certificate will be registered and Treasury Stock Purchase Certificates may be
exchanged as provided in the Purchase Contract Agreement. The Security
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents permitted by the Purchase Contract
Agreement. No service charge shall be required for any such registration of
transfer or exchange, but the Company and the Purchase Contract Agent may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. A Holder who elects to substitute
Preferred Securities or [Subordinated] Notes, for Treasury Securities, thereby
recreating Stock Purchase Units, shall be responsible for any fees or expenses
associated therewith. Except as provided in the Purchase Contract Agreement,
for so long as the Purchase Contract underlying a Treasury Stock Purchase Unit
remains in effect, such Treasury Stock Purchase Unit shall not be separable
into its constituent parts, and the rights and obligations of the Holder of
such Treasury Stock Purchase Unit in respect of the Treasury Security and the
Purchase Contract constituting such Treasury Stock Purchase Unit may be
transferred and exchanged only as a Treasury Stock Purchase Unit.

      A Holder of Treasury Stock Purchase Units may recreate Stock Purchase
Units by delivering to the Securities Intermediary Preferred Securities with an
aggregate liquidation amount, or [Subordinated] Notes with an aggregate
principal amount, equal to the aggregate principal amount at maturity of the
Pledged Treasury Securities in exchange for the release of


                                      B-7
<PAGE>


such Pledged Treasury Securities in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. From and after such substitution,
the Holder's Security shall be referred to as a "Stock Purchase Unit". Any such
creation of Stock Purchase Units may be effected only in multiples of 40
Treasury Stock Purchase Units for 40 Stock Purchase Units.

      A Holder of Stock Purchase Units may recreate Treasury Stock Purchase
Units by delivering to the Securities Intermediary Treasury Securities in an
aggregate principal amount equal to the aggregate liquidation amount of the
Pledged Preferred Securities or the aggregate principal amount at maturity of
the Pledged [Subordinated] Notes, as the case may be, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement. Any such
recreation of Treasury Stock Purchase Units may be effected only in multiples
of 40 Stock Purchase Units for 40 Treasury Stock Purchase Units.

      If a Tax Event Redemption has occurred, a Treasury Stock Purchase Unit
Holder may not recreate Stock Purchase Units, and a Stock Purchase Unit Holder
may not create a Treasury Stock Purchase Unit.

      The Company shall pay, on each Payment Date, the Purchase Contract
Payments payable in respect of each Purchase Contract to the Person in whose
name the Treasury Stock Purchase Units Certificate evidencing such Purchase
Contract is registered at the close of business on the Record Date for such
Payment Date. Purchase Contract Payments will be payable at the office of the
Purchase Contract Agent in New York City or, at the option of the Holder, by
check mailed to the address of the Person entitled thereto at such address as
it appears on the Security Register.

      The Company has the right to defer payment of all or part of the Purchase
Contract Payments in respect of each Purchase Contract until no later than the
Purchase Contract Settlement Date. If the Company so elects to defer Purchase
Contract Payments, the Company shall pay additional Purchase Contract Payments
on such deferred installments of Purchase Contract Payments at a rate equal to
___% per annum, compounding quarterly, until such deferred installments are
paid. In the event that the Company elects to defer the payment of Purchase
Contract Payments on the Purchase Contracts until the Purchase Contract
Settlement Date), each Holder will receive on the Purchase Contract Settlement
Date the aggregate amount of accrued and unpaid Purchase Contract Payments.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the
Holders to receive and the obligation of the Company to pay any Purchase
Contract Payments, shall immediately and automatically terminate, without the
necessity of any notice or action by any Holder, the Purchase Contract Agent or
the Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Purchase Contract Agent, the Collateral
Agent and the Holders, at their addresses as they appear in the Security
Register. Upon and after the occurrence of a Termination Event, the Collateral


                                      B-8
<PAGE>


Agent shall release the Treasury Securities from the Pledge in accordance with
the provisions of the Pledge Agreement. A Treasury Stock Purchase Unit shall
thereafter represent the right to receive the interest in the Treasury Security
forming a part of such Treasury Stock Purchase Unit, in accordance with the
terms of the Purchase Contract Agreement and the Pledge Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holder thereof, Purchase Contracts
underlying Securities may be settled early ("Early Settlement") as provided in
the Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Stock
Purchase Units Certificate, the Holder of this Treasury Stock Purchase Units
Certificate shall deliver to the Purchase Contract Agent at the Corporate Trust
Office an Election to Settle Early form set forth below and any other documents
requested by the Purchase Contract Agent duly completed and accompanied by
payment in the form of immediately available funds payable to the order of the
Company in an amount (the "Early Settlement Amount") equal to (i) the product
of (A) $25 times (B) the number of Purchase Contracts with respect to which the
Holder has elected to effect Early Settlement, plus (ii) if such delivery is
made with respect to any Purchase Contracts during the period from the close of
business on any Record Date for any Payment Date to the opening of business on
such Payment Date, an amount equal to the Purchase Contract Payments payable on
such Payment Date with respect to such Purchase Contracts.

      Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Pledged Treasury Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Stock Purchase Unit as to
which Early Settlement is effected equal to ______ share of Common Stock per
Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate
shall be adjusted in the same manner and at the same time as the Settlement
Rate is adjusted as provided in the Purchase Contract Agreement.

      Upon registration of transfer of this Treasury Stock Purchase
Certificate, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the
Purchase Contract Agent pursuant to the Purchase Contract Agreement), under the
terms of the Purchase Contract Agreement and the Purchase Contracts evidenced
hereby and the transferor shall be released from the obligations under the
Purchase Contracts evidenced by this Treasury Stock Purchase Units Certificate.
The Company covenants and agrees, and the Holder, by its acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this paragraph.

      The Holder of this Treasury Stock Purchase Units Certificate, by its
acceptance hereof, authorizes the Purchase Contract Agent to enter into and
perform the related Purchase Contracts forming part of the Treasury Stock
Purchase Units evidenced hereby on its behalf as its attorney-in-fact,
expressly withholds any consent to the assumption (i.e., affirmance) of the
Purchase Contracts by the Company or its trustee in the event that the Company
becomes the


                                      B-9
<PAGE>


subject of a case under the Bankruptcy Code, agrees to be bound by the terms
and provisions thereof, covenants and agrees to perform its obligations under
such Purchase Contracts, consents to the provisions of the Purchase Contract
Agreement, authorizes the Purchase Contract Agent to enter into and perform the
Purchase Contract Agreement and the Pledge Agreement on its behalf as its
attorney-in-fact, and consents to the Pledge of the Treasury Securities
underlying this Treasury Stock Purchase Units Certificate pursuant to the
Pledge Agreement. The Holder further covenants and agrees, that, to the extent
and in the manner provided in the Purchase Contract Agreement and the Pledge
Agreement, but subject to the terms thereof, payments in respect to the
aggregate principal amount of the Pledged Treasury Securities on the Purchase
Contract Settlement Date shall be paid by the Collateral Agent to the Company
in satisfaction of such Holder's obligations under such Purchase Contract and
such Holder shall acquire no right, title or interest in such payments.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.

      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof.

      The Company, the Purchase Contract Agent and its Affiliates and any agent
of the Company or the Purchase Contract Agent may treat the Person in whose
name this Treasury Stock Purchase Units Certificate is registered as the owner
of the Treasury Stock Purchase Units evidenced hereby for the purpose of
receiving payments of interest on the Treasury Securities, receiving payments
of Purchase Contract Payments, performance of the Purchase Contracts and for
all other purposes whatsoever, whether or not any payments in respect thereof
be overdue and notwithstanding any notice to the contrary, and neither the
Company, the Purchase Contract Agent nor any such agent shall be affected by
notice to the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Purchase Contract Agent.


                                      B-10
<PAGE>

                                 ABBREVIATIONS

      The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM:                      as tenants in common

UNIF GIFT MIN ACT:            ___________________ Custodian ___________________
                                    (cust)                       (minor)
                              Under Uniform Gifts to Minors Act of  __________

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

TENANT:                       as tenants by the entireties

JT TEN:                       as joint tenants with right of survivorship and
                              not as tenants in common

Additional abbreviations may also be used though not in the above list.

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


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

-------------------------------------------------------------------------------
           (Please insert Social Security or Taxpayer I.D. or other
                        Identifying Number of Assignee)


-------------------------------------------------------------------------------
 (Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Stock Purchase Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing attorney __________________, to
transfer said Stock Purchase Units Certificates on the books of International
Paper Company, and International Paper Capital Trust __ with full power of
substitution in the premises.


Dated:                                 Signature
       --------------------------                -----------------------------

                                       NOTICE: The signature to this assignment
                                       must correspond with the name as it
                                       appears upon the face of the within
                                       Stock Purchase Units Certificates in
                                       every particular, without alteration or
                                       enlargement or any change whatsoever.

      Signature Guarantee:
                            --------------------------------


                                      B-11
<PAGE>


                            SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Purchase Contract Settlement
Date of the Purchase Contracts underlying the number of Treasury Stock Purchase
Units evidenced by this Treasury Stock Purchase Units Certificate be registered
in the name of, and delivered, together with a check in payment for any
fractional share, to the undersigned at the address indicated below unless a
different name and address have been indicated below. If shares are to be
registered in the name of a Person other than the undersigned, the undersigned
will pay any transfer tax payable incident thereto.


Dated:
       ----------------------------       -----------------------------------
                                          Signature
                                          Signature Guarantee:________________
                                          (if assigned to another person)

If shares are to be registered in
the name of and delivered to a
Person other than the Holder, please      REGISTERED HOLDER
(i) print such Person's name and
address and (ii) provide a guarantee      Please print name and address of
of your signature:                        Registered Holder:


-----------------------------------       -----------------------------------
Name                                      Name

-----------------------------------       -----------------------------------
Address                                   Address

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

Social Security or other
Taxpayer Identification
Number, if any                            -----------------------------------


                                      B-12
<PAGE>


                            ELECTION TO SETTLE EARLY


      The undersigned Holder of this Treasury Stock Purchase Units Certificate
hereby irrevocably exercises the option to effect Early Settlement in
accordance with the terms of the Purchase Contract Agreement with respect to
the Purchase Contracts underlying the number of Treasury Stock Purchase Units
evidenced by this Treasury Stock Purchase Units Certificate specified below.
The option to effect Early Settlement may be exercised only with respect to
Purchase Contracts underlying Treasury Stock Purchase Units with an aggregate
Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned
Holder directs that a certificate for shares of Common Stock deliverable upon
such Early Settlement be registered in the name of, and delivered, together
with a check in payment for any fractional share and any Treasury Stock
Purchase Units Certificate representing any Treasury Stock Purchase Units
evidenced hereby as to which Early Settlement of the related Purchase Contracts
is not effected, to the undersigned at the address indicated below unless a
different name and address have been indicated below. Pledged Treasury
Securities deliverable upon such Early Settlement will be transferred in
accordance with the transfer instructions set forth below. If shares are to be
registered in the name of a Person other than the undersigned, the undersigned
will pay any transfer tax payable incident thereto.

Dated:
        ----------------------         ---------------------------------------
                                       Signature


Signature Guarantee:
                      -----------------


                                      B-13
<PAGE>


      Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or              REGISTERED HOLDER
Treasury Stock Purchase Units
Certificates are to be registered in
the name of and delivered to and
Pledged Treasury Securities are to
be transferred to a Person other
than the Holder, please print such
Person's name and address:

                                          Please print name and address of
                                          Registered Holder:


-----------------------------------       -----------------------------------
Name                                      Name

-----------------------------------       -----------------------------------
Address                                   Address

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

Social Security or other
Taxpayer Identification
Number, if any                            -----------------------------------


                                      B-14
<PAGE>


Transfer Instructions for Pledged Treasury Securities Transferable Upon or
Early Settlement or a Termination Event:


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

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

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


                                      B-15
<PAGE>


                    [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

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

===============================================================================

<TABLE>
                                                                      Number of Stock
                  Amount of increase in   Amount of decrease in       Purchase Units
                     Number of Stock        Number of Stock         evidenced by this
                     Purchase Units         Purchase Units          Global Certificate    Signature of authorized
                    evidenced by the       evidenced by the           following such      signatory of Trustee or
Date               Global Certificate     Global Certificate       decrease or increase   Securities Custodian
<S>                   <C>                    <C>                      <C>                    <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      B-16
<PAGE>


                                                                      EXHIBIT C

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

[                     ]
[                     ]
[                     ]
Attention: Corporate Trust Department

      Re: [_______ Stock Purchase Units] [_______ Treasury Stock Purchase
Units] of International Paper Company, a New York corporation (the "Company")
and International Paper Capital Trust __.

      The undersigned Holder hereby notifies you that it has delivered to
[                           ], as Securities Intermediary, for credit to the
Collateral Account, $______ aggregate [principal] [liquidation] amount of
[Preferred Securities] [[Subordinated] Notes] [Treasury Securities] in exchange
for the [Pledged Preferred Securities] [Pledged [Subordinated] Notes] [Pledged
Treasury Securities] held in the Collateral Account, in accordance with the
Pledge Agreement, dated as of ____________, 20__ (the "Pledge Agreement";
unless otherwise defined herein, terms defined in the Pledge Agreement are used
herein as defined therein), between you, the Company, the Collateral Agent and
the Securities Intermediary. The undersigned Holder has paid all applicable
fees relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Pledged Preferred Securities] [Pledged [Subordinated] Notes]
[Pledged Treasury Securities] related to such [Stock Purchase Units] [Treasury
Stock Purchase Units].

Date:
       --------------------------      ---------------------------------------
                                       Signature

                                 Signature Guarantee:
                                                     -------------------------


<PAGE>


Please print name and address of Registered Holder:


----------------------------------     -------------------------------------
Name                                   Social Security or other Taxpayer
                                       Identification Number, if any

Address


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

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

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

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


                                      C-2
<PAGE>


                                                                     EXHIBIT D

                      NOTICE FROM PURCHASE CONTRACT AGENT
                                   TO HOLDERS
        (Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

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

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

Attention:
Telecopy: __________

            Re:   [__________ Stock Purchase Units] [______ Treasury Stock
                  Purchase Units] of International Paper Company, a New York
                  corporation (the "Company") and International Paper Capital
                  Trust __.

      Please refer to the Purchase Contract Agreement, dated as of __________,
20__ (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the holders of Stock Purchase Units and Treasury Stock
Purchase Units from time to time.

      We hereby notify you that a Termination Event has occurred and that [the
[Subordinated] Notes][the Treasury Securities] underlying your ownership
interest in _____ [Stock Purchase Units] [Treasury Stock Purchase Units] have
been released and are being held by us for your account pending receipt of
transfer instructions with respect to such [[Subordinated] Notes][Treasury
Securities] (the "Released Securities").

      Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Stock
Purchase Units][Treasury Stock Purchase Units] effected through book-entry or
by delivery to us of your [Stock Purchase Units Certificate][Treasury Stock
Purchase Units Certificate], we shall transfer the Released Securities by
book-entry transfer or other appropriate procedures, in accordance with your
instructions. In the event you fail to effect such transfer or delivery, the
Released Securities and any distributions thereon, shall be held in our name,
or a nominee in trust for your benefit, until such time as such [Stock Purchase
Units][Treasury Stock Purchase Units] are transferred or your [Stock Purchase
Units Certificate] [Treasury Stock Purchase Units Certificate] is surrendered
or satisfactory evidence is provided that such [Stock Purchase Units
Certificate][Treasury Stock Purchase Units Certificate] has been destroyed,
lost or stolen, together with any indemnification that we or the Company may
require.

<PAGE>


Date:                                  By: [                                ]


                                       ---------------------------------------
                                       Name:
                                       Title:  Authorized Signatory




                                      D-2
<PAGE>


                                                                     EXHIBIT E

                            NOTICE TO SETTLE BY CASH

[                    ]
[                    ]
[                    ]
Attention: Corporate Trust Department

            Re:   [_______ Stock Purchase Units] [Treasury Stock Purchase
                  Units] of International Paper Company, a Delaware corporation
                  (the "Company") and International Paper Capital Trust __

      The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.02 of the Purchase Contract Agreement, dated as of ______________,
20__ (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and you, as Purchase Contract Agent and as Attorney-in-Fact
for the Holders of the Purchase Contracts, that such Holder has elected to pay
to the Securities Intermediary for deposit in the Collateral Account, prior to
or on 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date (in lawful money of the United
States by certified or cashiers' check or wire transfer, in immediately
available funds), $______ as the Purchase Price for the shares of Common Stock
issuable to such Holder by the Company under the related Purchase Contracts on
the Purchase Contract Settlement Date. The undersigned Holder hereby instructs
you to notify promptly the Collateral Agent of the undersigned Holders'
election to make such cash settlement with respect to the Purchase Contracts
related to such Holder's [Stock Purchase Units] [Treasury Stock Purchase
Units].

Date:
       --------------------------      ---------------------------------------
                                       Signature


                                       Signature Guarantee:
                                                           -------------------


Please print name and address of Registered Holder:



                                      E-1
<PAGE>


                                                                    EXHIBIT F

                      NOTICE FROM PURCHASE CONTRACT AGENT
                    TO COLLATERAL AGENT AND PROPERTY TRUSTEE
             (Settlement of Purchase Contract through Remarketing)

[                        ]
[                        ]
[                        ]
[                        ]
[                        ]
Attention:
Telecopy:

[                        ]
[                        ]
[                        ]
Attention:
Telecopy:

            Re:   __________ Stock Purchase Units of International Paper
                  Company, a New York corporation (the "Company") and
                  International Paper Capital Trust __

      Please refer to the Purchase Contract Agreement, dated as of _________,
20__ (the "Purchase Contract Agreement"; unless otherwise defined herein, terms
defined in the Purchase Contract Agreement are used herein as defined therein),
between the Company and the undersigned, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Stock Purchase Units from time to time.

      In accordance with Section 5.02 of the Purchase Contract Agreement and,
based on instructions and Cash Settlements received from Holders of Stock
Purchase Units as of 11:00 a.m. (New York City time), the fifth Business Day
preceding the Purchase Contract Settlement Date, we hereby notify you that
______ [Preferred Securities] [[Subordinated] Notes] are to be tendered for
purchase in the Remarketing.

Date:                            By:  [                               ]


                                 ---------------------------------------------
                                 Name:
                                 Title: Authorized Signatory


                                      F-1