EXHIBIT 4.5


                         REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of October 29, 2002, by and among International Paper Company
(the "Company"), a corporation duly organized and existing under the laws of
the State of New York, and the several initial purchasers listed on Schedule I
hereto (the "Purchasers").

         This Agreement is made pursuant to the Purchase Agreement dated
October 24, 2002, by and among the Company and the Purchasers (the "Purchase
Agree ment"), which provides for the sale by the Company to the Purchasers of
$1,000,000,000 aggregate principal amount of its 5.85% Notes due October 30,
2012 (the "Notes"). The Notes are to be issued pursuant to the provisions of an
Indenture dated as of April 19, 1999 (the "Base Indenture") between the Company
and The Bank of New York, as Trustee (the "Trustee"), as supplemented by the
5.85% Notes due 2012 Supplemental Indenture dated as of the Closing Date
between the Company and the Trustee (the "Supplemental Indenture" and
collectively, with the Base Indenture, the "Indenture").

         In order to induce the Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to each Purchaser and its direct
and indirect transferees the registration rights with respect to the Notes set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as
follows:

         1. Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "Additional Interest" shall have the meaning set forth in Section
2(e)(i).

         "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

         "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.


<PAGE>


         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Exchange Date" shall have the meaning set forth in Section 2(a)(ii).

         "Exchange Notes" means the debt securities of the Company to be
offered to Holders in exchange for Notes pursuant to the Exchange Offer or
otherwise pursuant to a registration of securities containing terms identical
to the Notes for which they are exchanged (except that (i) interest thereon
shall accrue from the last date on which interest was paid on the Notes or, if
no such interest has been paid, from the date of issuance of the Notes, (ii)
the Exchange Notes will not contain terms with respect to transfer
restrictions, and (iii) certain provisions relating to an increase in the
stated rate of interest on the Notes shall be eliminated).

         "Exchange Offer" shall mean the exchange offer by the Company of
Exchange Notes for all Notes that are Registrable Notes pursuant to Section
2(a) hereof.

         "Exchange Offer Registration" shall mean a registration under the
Securi ties Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on an appropriate form and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.

         "Holder" shall mean each Purchaser, for so long as it owns any
Registrable Notes, and each of its successors, assigns and direct and indirect
transferees who become registered owners of Registrable Notes under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement,
the term "Holder" shall include Participating Broker-Dealers (as defined in
Section 4(a)).

         "Indenture" shall have the meaning set forth in the preamble.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Notes; provided that, for
purposes of Section 6(b), whenever the consent or approval of Holders of a
specified percentage of Registrable Notes is required hereunder, Registrable
Notes held by the Company or any of its affiliates (as such term is defined in
Rule 405 under the Securities Act)


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<PAGE>


shall not be considered outstanding and shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount.

         "Notes" shall have the meaning set forth in the preamble.

         "Offer Termination Date" shall have the meaning set forth in Section
2(a)(iv).

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 4(a) hereof.

         "Person" shall mean an individual, partnership, corporation, trust or
unincor porated organization, or a government or agency or political
subdivision thereof.

         "Private Exchange" shall have the meaning set forth in Section 2(a).

         "Private Exchange Notes" shall have the meaning set forth in Section
2(a).

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Notes covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including all
material incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble.

         "Purchasers" shall have the meaning set forth in the preamble.

         "Registrable Notes" shall mean the Notes, provided, however, that such
notes shall cease to be Registrable Notes when (i) a Registration Statement
with respect to such notes or the resale thereof shall have been declared
effective under the Securities Act and such notes shall have been disposed of
pursuant to such Registration Statement, (ii) such notes have been sold
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act, (iii) such notes shall have ceased to be
outstanding or (iv) such notes have been ex changed for Exchange Notes upon
consummation of the Exchange Offer.


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<PAGE>


         "Registration Default" shall have the meaning set forth in Section
2(e).

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws, (iii) all expenses of any Person in preparing or assisting in
preparing, word processing, printing and distributing, at the request of the
Company, any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements,
Notes and other documents relating to the performance of and compliance with
this Agreement, (iv) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (v) the fees and
disbursements of the Trustee and its counsel, (vi) the fees and disbursements
of counsel for the Company and, in the case of a Shelf Registration Statement,
the fees and disbursements of one counsel for the Holders incurred on or before
the initial effectiveness of the Shelf Registration Statement, which counsel
shall be counsel for the Purchasers or other counsel selected by the Company
and not objected to by the Majority Holders ("counsel for the Holders") and
(vii) the fees and disbursements of the independent public accountants of the
Company, including the expenses of any special audits or comfort letters
required by or incident to such performance and compliance, but excluding fees
of counsel to the Underwriters or the Holders and underwriting discounts, if
any, and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Notes by a Holder.

         "Registration Statement" shall mean any registration statement of the
Company filed with the SEC that covers any of the Exchange Notes or the
Registrable Notes pursuant to the provisions of this Agreement and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

         "Rule 144(k)" shall have the meaning set forth in Section 2(e)(iii).

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.


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<PAGE>


         "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of this
Agreement which covers all of the Registrable Notes ((or Private Exchange
Notes) except Registrable
Notes that the Holders have elected not to include in such Shelf Registration
Statement) or Notes that represent an unsold allotment for the original
offering thereof on an appropriate form under Rule 415 under the Securities
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

         "TIA" shall have the meaning set forth in Section 3(1) hereof.

         "Trustee" shall have the meaning set forth in the preamble.

         "Underwriters" shall have the meaning set forth in Section 3 hereof.

         "Underwritten Offering" shall mean a registration in which Registrable
Notes are sold to an Underwriter for reoffering to the public.

         2. Registration under the Securities Act.

          (a) To the extent not prohibited by any applicable law or applicable
     interpretation of the Staff of the SEC, the Company shall use its
     reasonable best efforts to: (i) file the Exchange Offer Registration
     Statement or a Shelf Registration Statement with the SEC within 120 days
     of the Closing Date; (ii) have the Exchange Offer Registration Statement
     or Shelf Registration Statement declared effective by the SEC within 210
     days after the Closing Date; (iii) consummate the Exchange Offer within
     245 days of the Closing Date; and (iv) commence the Exchange Offer and
     issue the Exchange Notes in exchange for all Notes validly tendered in
     accordance with the terms of the Exchange Offer prior to the close of the
     Exchange Offer, or, in the alternative, cause a Shelf Registration
     Statement to remain effective for a maximum of two years from the Closing
     Date.


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<PAGE>


     For purposes hereof, "consummate" shall mean that the Exchange Offer
     Registration Statement shall have been declared effective, subject to
     Section 2(b), the period of the Exchange Offer provided in accordance with
     clause (ii) below shall have expired and all Registrable Notes validly
     tendered in connection with such Exchange Offer shall have been exchanged
     for Exchange Notes (assuming the Holder tendering such Notes is not an
     affiliate of the Company within the meaning of Rule 405 of the Securities
     Act and is not a broker-dealer tendering Registrable Notes acquired
     directly from the Company for its own account, acquires the Exchange Notes
     in the ordinary course of such Holder's business and has no arrangements
     or understandings with any Person for the purpose of distributing the
     Exchange Notes and that each such Holder makes a representation to the
     Company to such effect). The Company shall commence the Exchange Offer by
     mailing the related exchange offer Prospectus and accompanying documents
     to each Holder stating, in addition to such other disclosures as are
     required by applicable law:

               (i) that the Exchange Offer is being made pursuant to this
          Registration Rights Agreement and that all Registrable Notes validly
          tendered will be accepted for exchange;

               (ii) the dates of acceptance for exchange (which shall be a
          period of at least 20 business days or such longer period as may be
          required by the Securities Act from the date such notice is mailed)
          (each such date being an "Exchange Date");

               (iii) that any Registrable Note not tendered will remain
          outstanding and continues to accrue interest, but will not retain any
          rights under this Agreement, other than Notes that represent an
          unsold allotment for the original offering thereof;

               (iv) that Holders electing to have a Registrable Note exchanged
          pursuant to the Exchange Offer will be required to surrender such
          Registrable Note, together with the enclosed letters of transmittal,
          to the institution and at the address specified in the notice prior
          to the close of business on the last Exchange Date (the "Offer
          Termination Date"); and

               (v) that Holders will be entitled to withdraw their election,
          not later than the close of business on the Offer Termination Date,
          by


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<PAGE>


          sending to the institution and at the address specified in the notice
          a telegram, telex, facsimile transmission or letter setting forth the
          name of such Holder, the principal amount of Registrable Notes
          delivered for exchange and a statement that such Holder is
          withdrawing his election to have such Registration Notes exchanged.

         As soon as practicable after the Offer Termination Date, the Company
shall:

         (A) accept for exchange in accordance with the Exchange Offer
Registration Statement and the letter of transmittal Registrable Notes or
portions thereof tendered and not validly withdrawn pursuant to the Exchange
Offer or the Private Exchange, as the case may be; and

         (B) deliver, or cause to be delivered, to the Trustee for cancellation
all Registrable Notes or portions thereof so accepted for exchange by the
Company and issue, and cause the Trustee to promptly authenticate and deliver
to each Holder, an Exchange Note or Private Exchange Note, as the case may be,
equal in aggregate principal amount to the aggregate principal amount of the
Registrable Notes surrendered by such Holder.

         To the extent not prohibited by any law or the Staff of the SEC, the
Company shall use its reasonable best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in
connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than that (i) the Exchange Offer does not violate
applicable law or any applicable interpretation of the Staff of the SEC and
(ii) the due tendering of Registrable Notes in accordance with the Exchange
Offer. Each Holder of Registrable Notes who wishes to exchange such Registrable
Notes for Exchange Notes in the Exchange Offer will be required to make certain
customary representations in connection therewith, including representations
that such Holder is not an affiliate of the Company within the meaning of Rule
405 under the Securities Act, that any Exchange Notes to be received by it will
be acquired in the ordinary course of business and that at the time of the
commencement of the Exchange Offer it has no arrangement with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes.

         If upon consummation of the Exchange Offer, any Purchaser holds
Registrable Notes acquired by it as part of their initial distribution, the
Company,


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<PAGE>


simultaneously with the delivery of the Exchange Notes pursuant to the Exchange
Offer, shall issue and deliver to such Purchaser upon the request of such
Purchaser, in exchange (the "Private Exchange") for the Registrable Notes held
by such Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the
Registrable Notes (the "Private Exchange Notes").

               (b) In the event that (i) the Company determines that the
          Exchange Offer Registration provided for in Section 2(a) above is not
          available or may not be consummated as soon as practicable after the
          Offer Termination Date because it would violate applicable law or the
          applicable interpretations of the Staff of the SEC or (ii) in the
          opinion of counsel for the Purchasers a Registration Statement must
          be filed and a Prospectus must be delivered by the Purchasers in
          connection with any offering or sale of Registrable Notes (or Private
          Exchange Notes) because such Registrable Notes (or Private Exchange
          Notes) represent an unsold allotment for the original offering
          thereof, the Company shall use its reasonable best efforts to cause
          to be filed within 120 days of the Closing Date, a Shelf Registration
          Statement providing for the sale of such Registrable Notes (or
          Private Exchange Notes) and to have such Shelf Registration Statement
          declared effective within 210 days of the Closing Date by the SEC. In
          the event the Company is required to file a Shelf Registration
          Statement solely as a result of the matters referred to in clause
          (ii) of the preceding sentence, the Company shall file and have
          declared effective by the SEC both an Exchange Offer Registration
          Statement pursuant to Section 2(a) with respect to all Registrable
          Notes (or Private Exchange Notes) and a Shelf Registration Statement
          with respect to offers and sales of Registrable Notes (or Private
          Exchange Notes) held by the Purchasers after completion of the
          Exchange Offer (or Private Exchange)

          The Company agrees to use its reasonable best efforts to keep the
          Shelf Registration Statement continuously effective until two years
          from the effective date thereof or such shorter period that will
          terminate when all of the Registrable Notes covered by the Shelf
          Registration Statement have been sold pursuant to the Shelf
          Registration Statement or cease to be outstanding. The Company
          further agrees to supplement or amend the Shelf Registration
          Statement if required by the rules, regulations or instructions
          applicable to the registration form used by the Company for such
          Shelf Registration Statement or by the Securities Act or by any other
          rules and regulations thereunder for shelf registration or if
          reasonably requested by a Holder with respect to


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<PAGE>


          information relating to such Holder, and to use its reasonable best
          efforts to cause any such amendment to become effective and such
          Shelf Registration Statement to become usable as soon as practicable
          thereafter. The Company agrees to furnish to the Holders of
          Registrable Notes copies of any such supplement or amendment promptly
          after its being used or filed with the SEC.

               (c) The Company shall pay all Registration Expenses in
          connection with the registration pursuant to Section 2(a) or Section
          2(b). Each Holder shall pay all underwriting discounts, if any, and
          commissions and transfer taxes, if any, relating to the sale or
          disposition of such Holder's Registrable Notes pursuant to a Shelf
          Registration Statement.

               (d) An Exchange Offer Registration Statement pursuant to Section
          2(a) hereof or a Shelf Registration Statement pursuant to Section
          2(b) hereof will not be deemed to have become effective unless it has
          been declared effective by the SEC; provided, however, that, if,
          after it has been declared effective, the offering of Registrable
          Notes (or Private Exchange Notes) pursuant to a Shelf Registration
          Statement is interfered with by any stop order, injunction or other
          order or requirement of the SEC or any other governmental agency or
          court, such Registration Statement will be deemed not to have become
          effective during the period of such interference until the offering
          of Registrable Notes (or Private Exchange Notes) pursuant to such
          Registration Statement may legally resume.

               (e) The parties hereto agree that the Holders will suffer
          damages, and that it would not be feasible to ascertain the extent of
          such damages with precision if, the Company fails to comply with its
          obligations under Section 2(a) and Section 2(b) hereof (any such
          failure, a "Registration Default"). Therefore, the parties hereto
          agree that:

                    (i) if the Exchange Offer Registration Statement is not
               filed with the SEC within 120 days following the Closing Date
               (or, if applicable, the Shelf Registration Statement is not
               filed within 120 days of the Closing Date), then beginning on
               the 121st day after the Closing Date, additional interest
               ("Additional Interest") shall accrue on the Registrable Notes
               over and above the accrued interest rate thereon at a rate of
               0.25% per annum,


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<PAGE>


                    (ii) if the Exchange Offer Registration Statement (or, if
               applicable the Shelf Registration Statement) is filed and is not
               declared effective by the SEC within 210 days following the
               Closing Date, then beginning on the 211th day after the Closing
               Date, Additional Interest shall accrue on the Registrable Notes
               over and above the accrued interest rate thereon at a rate of
               0.25% per annum, and

                    (iii) if either

                         (x) the Company has not exchanged Exchange Notes for
                    all Registrable Notes validly tendered in accordance with
                    the terms of the Exchange Offer on or prior to 245 days
                    after the Closing Date;

                    or

                         (y) if applicable, a Shelf Registration Statement is
                    declared effective but that Shelf Registration Statement
                    ceases to be effective at anytime prior to the expiration
                    of the holding period referred to in Rule 144(k)
                    promulgated under the Securities Act ("Rule 144(k)"),

               then Additional Interest shall accrue on the Registrable Notes
               over and above accrued interest rate thereon at a rate of 0.25%
               per annum immediately following the (a) 246th day after the
               Closing Date, in the case of (x) above, or (b) the day the Shelf
               Registration Statement ceases to be effective, in the case of
               (y) above.

         However, Additional Interest may in no event exceed 0.25% per annum.
Any Additional Interest will be payable in cash on the same original payment
date of the Notes. In addition, Additional Interest shall (a) cease to accrue
upon the filing of the Exchange Offer Registration Statement (or, if
applicable, the Shelf Registration Statement) (in the case of (i) above), (b)
cease to accrue upon the declaration of effectiveness of the Exchange Offer
Registration Statement (or, if applicable, the declaration and continued
effectiveness of the Shelf Registration Statement) (in the case of (ii) above),
and (c) cease to accrue upon the exchange of Exchange Notes for
the Registrable Notes or, if applicable, upon the effectiveness of the Shelf
Registration Statement which had ceased to remain effective prior to the
expiration of the holding period referred to in Rule 144(k) (in the case of
(iii) above).


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<PAGE>


         3. Registration Procedures.

         In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall promptly:

          (a) prepare and file with the SEC a Registration Statement on the
     appropriate form under the Securities Act, which form shall (x) be
     selected by the Company, (y) in the case of a Shelf Registration, be
     available for the sale of the Registrable Notes by the selling Holders
     thereof and (z) comply as to form in all material respects with the
     requirements of the applicable form and include all financial statements
     required by the SEC to be filed therewith, and use its reasonable best
     efforts to cause such Registration Statement to become effective and
     remain effective in accordance with Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement effective for the applicable period and cause each
     Prospectus to be supplemented by any required prospectus supplement and,
     as so supplemented, to be filed pursuant to the instructions applicable to
     the form of such Registration Statement under the Securities Act; and keep
     each Prospectus current during the period described under Section 4(3) and
     Rule 174 under the Securities Act that is applicable to transactions by
     brokers or dealers with respect to the Registrable Notes or Exchange
     Notes;

          (c) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Notes and to counsel for the Holders and to each Underwriter
     of an Underwritten Offering of Registrable Notes, if any, without charge,
     as many copies of each Prospectus, including each preliminary Prospectus
     and any amendment or supplement thereto, including financial statements
     and schedules, and, if the Holder so requests in writing, all exhibits
     thereto (including those, if any, incorporated by reference) and such
     other documents as such Holder or Underwriter may reasonably request, in
     order to facilitate the public sale or other disposition of the
     Registrable Notes; and the Company consents to the use of such Prospectus
     and any amendment or supplement thereto in accordance with applicable law
     by each of the selling Holders of Registrable Notes and any such
     Underwriters in connection with the offering and sale of the Registrable
     Notes covered by and in the manner


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<PAGE>


     described in such Prospectus or any amendment or supplement thereto in
     accordance with applicable law;

          (d) use its best efforts (i) to register or qualify the Registrable
     Notes under all applicable state securities or blue sky laws of such
     jurisdictions as any Holder of Registrable Notes covered by a Registration
     Statement shall reasonably request in writing a reasonable time prior to
     the time the applicable Registration Statement is declared effective by
     the SEC and (ii) to cooperate with such Holders in connection with any
     filings required to be made with the National Association of Securities
     Dealers, Inc. and do any and all other acts and things which may be
     reasonably necessary or advisable to enable such Holder to consummate the
     disposition in each such jurisdiction of such Registrable Notes owned by
     such Holder; provided, however, that the Company shall not be required to
     (A) qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction where they would not otherwise be required to qualify but for
     this Section 3(d), (B) file any general consent to service of process or
     (C) subject themselves to taxation in any such jurisdic tion if they are
     not so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Notes, counsel for the Holders and, if requested by such
     Persons, confirm such advice in writing, (i) when a Registration Statement
     has become effective and when any post-effective amendment thereto has
     been filed and becomes effective, (ii) of any request by the SEC or any
     state securities authority for amendments and supplements to a
     Registration Statement and Prospectus or for additional information after
     the Registration Statement has become effective, (iii) of the issuance by
     the SEC or any state securities authority of any stop order suspending the
     effectiveness of a Registration Statement or the initiation of any
     proceedings for that purpose, (iv) if, between the effective date of a
     Registration Statement and the closing of any sale of Registrable Notes
     covered thereby, the representations and warranties of the Company
     contained in any underwriting agreement, securities sales agreement or
     other similar agreement, if any, relating to the offering cease to be true
     and correct in all material respects or if the Company receives any
     notification with respect to the suspension of the qualification of the
     Registrable Notes for sale in any jurisdiction or the initiation of any
     proceeding for such purpose, (v) of the happening of any event during the
     period a Shelf Registration Statement is effective which makes any
     statement made in such Registration Statement or the related Prospectus
     untrue in any material


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<PAGE>


     respect or which requires the making of any changes in such Registration
     Statement or Prospectus in order to make the statements therein not
     misleading and (vi) of any determination by the Company that a
     post-effective amendment to a Registration Statement would be appropriate;

          (f) use its best efforts to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment and provide immediate notice to each Holder of the
     withdrawal of any such order;

          (g) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Notes, without charge, at least one conformed copy of each
     Registration Statement and any post-effective amendment thereto (without
     documents incorporated therein by reference or exhibits thereto, unless
     requested);

          (h) in the case of a Shelf Registration, cooperate with the selling
     Holders of Registrable Notes to facilitate the timely preparation and
     delivery of certificates representing Registrable Notes to be sold and not
     bearing any restrictive legends (unless required by applicable securities
     laws) and enable such Registrable Notes to be in such denominations
     (consistent with the provisions of the Indenture) and registered in such
     names as the selling Holders may reasonably request at least two business
     days prior to the closing of any sale of Registrable Notes;

          (i) in the case of a Shelf Registration, upon the occurrence of any
     event contemplated by Section 3(e)(v) hereof, use its best efforts to
     prepare a supplement or post-effective amendment to a Registration
     Statement or the related Prospectus or any document incorporated therein
     by reference or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Notes, such Prospectus will
     not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of
     the circumstances under which they were made, not misleading. The Company
     agrees to notify the Holders to suspend use of the Prospectus as promptly
     as practicable after the occurrence of such an event, and the Holders
     hereby agree to suspend use of the Prospectus until the Company has
     amended or supplemented the Prospectus to correct such misstatement or
     omission;


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<PAGE>


          (j) a reasonable time prior to the filing of any Registration
     Statement, any Prospectus, any amendment to a Registration Statement or
     amendment or supplement to a Prospectus, or any document which is to be
     incorporated by reference into a Registration Statement or Prospectus
     after the initial filing of a Registration Statement, provide copies of
     such document to counsel for the Holders and make such of the
     representatives of the Company as shall be reasonably requested by counsel
     for the Holders available for discussion of such document, and shall not
     at any time file or make any amendment to the Registration Statement, any
     Prospectus or any amendment of or supplement to a Registration Statement
     or a Prospectus or any document which is to be incorporated by reference
     into a Registration Statement or a Prospectus, of which counsel for the
     Holders shall not have, (i) with respect to an Exchange Offer Registration
     Statement, simultaneously upon filing with the SEC, been advised and
     furnished a copy or (ii) with respect to a Shelf Registration Statement,
     previously been advised and furnished a copy or to which counsel for the
     Holders shall reasonably object (provided, however that this section 3(j)
     shall not prevent the Company from complying with its ongoing reporting
     obligations under applicable securities laws);

          (k) obtain a CUSIP number for all Exchange Notes, Registrable Notes
     or Private Exchange Notes, as the case may be, not later than the
     effective date of a Registration Statement, and provide the Trustee with
     certificates for the Exchange Notes, Registrable Notes or Private Exchange
     Notes, as the case may be, in form eligible for deposit with The
     Depository Trust Company;

          (l) cause the Indenture to be qualified under the Trust Indenture Act
     of 1939, as amended (the "TIA")(unless an exemption under Rule 4d-9 under
     the TIA is available), to the extent not already so qualified, in
     connection with the registration of the Exchange Notes or Registrable
     Notes, as the case may be, and cooperate with the Trustee and the Holders
     to effect such changes to the Indenture as may be required for the
     Indenture to be so qualified in accordance with the terms of the TIA and
     execute, and use its best efforts to cause the Trustee to execute, all
     documents as may be required to effect such changes and all other forms
     and documents required to be filed with the SEC to enable the Indenture to
     be so qualified in a timely manner;

          (m) in the case of a Shelf Registration, make available for
     inspection by a representative of the Holders of the Registrable Notes,
     any Underwriter


                                      14
<PAGE>


     participating in any disposition pursuant to such Shelf Registration
     Statement, and attorneys and accountants designated by the Holders, at
     reasonable times and in a reasonable manner, all relevant financial and
     other records, pertinent documents and properties of the Company and cause
     the respective officers, directors and employees of the Company to supply
     all information reasonably requested by any such representative,
     Underwriter, attorney or accountant in connection with a Shelf
     Registration Statement, in each case that would customarily be reviewed or
     examined in connection with "due diligence" review of the Company;
     provided, however, that each such party shall be required to maintain
     confidences and not to disclose to any other person any information or
     records reasonably designated by the Company as being confidential;

          (n) if reasonably requested by any Holder of Registrable Notes
     covered by the Shelf Registration Statement, (i) promptly incorporate in a
     Prospectus supplement or post-effective amendment such information with
     respect to such Holder as such Holder reasonably requests to be included
     therein and (ii) make all required filings of such Prospectus supplement
     or such post-effective amendment as soon as reasonably practicable after
     the Company has received notification of the matters to be incorporated in
     such filing;

          (o) cause all Registrable Notes covered by a Registration Statement
     to be rated with the appropriate rating agencies, (i) if the Notes have
     been rated prior to the initial resale by the Purchasers or (ii) if the
     Notes have not been previously rated, if so requested by the Majority
     Holders; and

          (p) in the case of an Underwritten Offering pursuant to a Shelf
     Registration, enter into such customary agreements and take all such other
     customary actions in connection therewith (including, those reasonably
     requested by counsel for the Holders) in order to expedite or facilitate
     the disposition of such Registrable Notes and in such connection, (i) to
     the extent possible, make such representations and warranties to the
     Holders and any Underwriters of such Registrable Notes with respect to the
     business of the Company and its subsidiaries, the Registration Statement,
     Prospectus and documents incorporated by reference or deemed incorporated
     by reference, if any, in each case, in form, substance and scope as are
     customarily made by Companies to underwriters in underwritten offerings
     and confirm the same if and when requested, (ii) obtain opinions of
     counsel to the Company (which


                                       15
<PAGE>


     counsel and opinions, in form, scope and substance, shall be reasonably
     satisfactory to the Holders and such Underwriters and their respective
     counsel) addressed to each selling Holder and Underwriter of Registrable
     Notes, covering the matters customarily covered in opinions requested in
     underwritten offerings, (iii) obtain comfort letters from the independent
     certified public accountants of the Company(and, if necessary, any other
     certified public accountant of any subsidiary of the Company or any
     business acquired by the Company for which financial statements and
     financial data are or are required to be included in the Registration
     Statement) addressed to each selling Holder and Underwriter of Registrable
     Notes, such letters to be in customary form and covering matters of the
     type customarily covered in comfort letters in connection with primary
     underwritten offerings, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by the Statement of Auditing
     Standards No. 72 comfort, and (iv) deliver such documents and certificates
     as may be reasonably requested by counsel for the Holders to evidence the
     continued validity of the representations and warranties of the Company
     made pursuant to clause (i) above and to evidence compliance with any
     customary conditions in an underwriting agreement. In the case of any
     Underwritten Offering, the Company shall provide written notice to the
     Holders of all Registrable Notes of such Underwritten Offering at least 30
     days prior to the filing of a prospectus supplement for such Underwritten
     Offering. Such notice shall (x) offer each such Holder the right to
     participate in such Underwritten Offering, (y) specify a date, which shall
     be no earlier than 10 days following the date of such notice, by which
     such Holder must inform the Company of its intent to participate in such
     Underwritten Offering and (z) include the instructions such Holder must
     follow in order to participate in such Underwritten Offering.

         In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Notes to promptly furnish, but not later than 15
days after written request, to the Company such information regarding the
Holder and the proposed distribution by such Holder of such Registration Notes
as the Company may from time to time reasonably request in writing.
Notwithstanding anything in this Agreement to the contrary, if a Holder does
not provide the information required above, then such Holder will not be
included in such Shelf Registration Statement.

         In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition


                                      16
<PAGE>


of Registrable Notes pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof, and, if so directed by the Company, such Holder will
deliver to the Company (at its expense) all copies in its possession, other
than permanent file copies then in such Holder's possession, of the Prospectus
covering such Registration Notes current at the time of receipt of such notice.

         If the Company shall give any such notice to suspend the disposition
of Registrable Notes pursuant to a Registration Statement, the Company shall
extend the period during which the Registration Statement shall be maintained
effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the
date when the Holders shall have received copies of the supplemented or amended
Prospectus necessary to resume such dispositions.

         The Holders of Registrable Notes covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Notes in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Notes included in such offering; such
selection must be approved by the Company which approval shall not be
unreasonably withheld or delayed.

         4. Participation of Broker-Dealers in Exchange Offer.

          (a) The Company understands that the Staff of the SEC has taken the
     position that any broker-dealer that receives Exchange Notes for its own
     account in the Exchange Offer in exchange for Notes that were acquired by
     such broker-dealer as a result of market-making or other trading
     activities (a "Participating Broker-Dealer"), may be deemed to be an
     "underwriter" within the meaning of the Securities Act in connection with
     any resale of such Exchange Notes.

          (b) The Company understands that it is the Staff's position that if
     the Prospectus contained in the Exchange Offer Registration Statement
     includes a plan of distribution containing a statement to the above effect
     and the means by which Participating Broker-Dealers may resell the
     Exchange Notes, without naming the Participating Broker-Dealers or
     specifying the amount of Exchange Notes owned by them, such Prospectus may
     be delivered


                                      17
<PAGE>


     by Participating Broker-Dealers to satisfy their prospectus delivery
     obligation under the Securities Act in connection with resales of Exchange
     Notes for their own accounts, so long as the Prospectus otherwise meets
     the requirements of the Securities Act.

          (c) In light of the above, notwithstanding the other provisions of
     this Agreement, the Company agrees that the provisions of this Agreement
     as they relate to a Shelf Registration shall also apply to an Exchange
     Offer Registration to the extent, and with such reasonable modifications
     thereto as may be, reasonably requested by the Purchasers or by one or
     more Participating Broker-Dealers, in each case as provided in clause (ii)
     below, in order to expedite or facilitate the disposition of any Exchange
     Notes by Participating Broker-Dealers consistent with the positions of the
     Staff recited in Section 4(a) above; provided that:

               (i) the Company shall not be required to amend or supplement the
          Prospectus contained in the Exchange Offer Registration Statement, as
          would otherwise be contemplated by Section 3(i), for a period
          exceeding two years after the Offer Termination Date (as such period
          may be extended pursuant to the penultimate paragraph of Section 3)
          and Participating Broker-Dealers shall not be authorized by the
          Company to deliver and shall not deliver such Prospectus after such
          period in connection with the resales contemplated by this Section 4;
          and

               (ii) the application of the Shelf Registration procedures set
          forth in Section 3 of this Agreement to an Exchange Offer
          Registration, to the extent not required by the positions of the
          Staff of the SEC or the Securities Act and the rules and regulations
          thereunder, will be in conformity with the reasonable request in
          writing to the Company by one or more broker-dealers who certify to
          the Company in writing that they anticipate that they will be
          Participating Broker-Dealers; and provided further that, in
          connection with such application of the Shelf Registration procedures
          set forth in Section 3 to an Exchange Offer Registration, the Company
          shall be obligated (x) to deal only with one entity representing the
          Participating Broker-Dealers which shall be J.P. Morgan Securities
          Inc.("JPMorgan") if JPMorgan so requests or otherwise the
          Participating Broker-Dealer holding the largest aggregate principal
          amount of Notes, (y) to pay the fees and expenses of


                                       18
<PAGE>


          only one counsel representing the Participating Broker-Dealers and
          (z) to cause to be delivered only one, if any, comfort letter with
          respect to the Prospectus in the form existing on the Offer
          Termination Date.

         5. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each Holder of
     the Notes, any Participating Broker-Dealer and each person, if any, who
     controls such Holder or such Participating Broker-Dealer within the
     meaning of the Securities Act or the Exchange Act (each Holder, any
     Participating Broker-Dealer, and such controlling persons are referred to
     collectively as the "Indemnified Parties") from and against any losses,
     claims, damages or liabilities, joint or several, or any actions in
     respect thereof (including, but not limited to, any losses, claims,
     damages, liabilities or actions relating to purchases and sales of the
     Notes) to which each Indemnified Party may become subject under the
     Securities Act, the Exchange Act or otherwise, insofar as such losses,
     claims, damages, liabilities or actions arise out of or are based upon any
     untrue statement or alleged untrue statement of a material fact contained
     in a Registration Statement or Prospectus or in any amendment or
     supplement thereto, or arise out of, or are based upon, the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     shall reimburse, as incurred, the Indemnified Parties for any legal or
     other expenses reasonably incurred by the Indemnified Parties for any
     legal or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action in respect thereof; provided, however, that (i) the Company shall
     not be liable in any such case to the extent that such loss, claim, damage
     or liability arises out of or is based upon any untrue statement or
     alleged untrue statement or omission or alleged omission made in a
     Registration Statement or Prospectus or in any amendment or supplement
     thereto or in any preliminary prospectus relating to a Shelf Registration
     in reliance upon and in conformity with written information pertaining to
     such Indemnified Party and furnished to the Company by or on behalf of
     such Holder and furnished to the Company by or on behalf of such Holder
     specifically for inclusion therein and (ii) with respect to any untrue
     statement or omission or alleged untrue statement or omission made in any
     preliminary prospectus relating to a Shelf Registration Statement, the
     indemnity agreement contained in this subsection (a) shall not inure to
     the benefit of any Holder or Participating Broker-Dealer from whom the
     person asserting any such losses, claims, damages or liabilities purchased
     the Notes concerned,


                                      19
<PAGE>


     to the extent that a prospectus relating to such Notes was required to be
     delivered by such Holder or Participating Broker-Dealer under the
     Securities Act in connection with such purchase or distribution and any
     such loss, claim, damage or liability of such Holder or Participating
     Broker-Dealer results from the fact that there was not sent or given to
     such person, at or prior to the written confirmation of the sale of such
     Notes to such person, a copy of the final prospectus if the Company had
     previously furnished copies thereof to such Holder or Participating
     Broker-Dealer; provided, further, however, that this indemnity agreement
     will be in addition to any liability which the Company may otherwise have
     to such Indemnified Party. The Company shall also indemnify underwriters,
     their partners, officers and directors and each person who controls such
     underwriters within the meaning of the Securities Act or the Exchange Act
     to the same extent as provided above with respect to the indemnification
     of the Holders of the Notes if requested by such Holders.

          (b) Each Holder of the Notes severally and not jointly, will
     indemnify and hold harmless the Company and each person, if any, who
     controls the Company within the meaning of the Securities Act or the
     Exchange Act from and against any losses, claims, damages or liabilities
     or any actions in respect thereof, to which the Company or any such
     controlling person may become subject under the Securities Act, the
     Exchange Act or otherwise, insofar as such losses, claims, damages,
     liabilities or actions arise out of or are based upon any untrue statement
     or alleged untrue statement of a material fact contained in a Registration
     Statement or Prospectus or in any amendment or supplement thereto or in
     any preliminary prospectus relating to a Shelf Registration, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact necessary to make the statements therein not misleading, but
     in each case only to the extent that the untrue statement or omission or
     alleged untrue statement or omission was made in reliance upon and in
     conformity with written information pertaining to such Holder and
     furnished to the Company by or on behalf of such Holder or Purchaser
     specifically for inclusion therein; and, subject to the limitation set
     forth immediately preceding this clause, shall reimburse, as incurred, the
     Company for any legal or other expenses reasonably incurred by the Company
     or any such controlling person in connection with investigating or
     defending any loss, claim, damage, liability or action in respect thereof.
     This indemnity agreement will be in addition to any liability which such
     Holder or Purchaser may otherwise have to the Company or any of its
     controlling persons.

          Promptly after receipt by an Indemnified Party under this Section of
     notice of the commencement of any action, such Indemnified Party will, if
     a claim in respect thereof is to be made against the Indemnifying Party
     under subsection (a) or (b)


                                       20
<PAGE>


above, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any Indemnified Party otherwise than under
subsection (a) or (b) above, except to the extent that the failure to so notify
has materially prejudiced the rights of the indemnifying party under this
Agreement. If any such proceeding shall be brought or asserted against an
Indemnified Party and it shall have notified the indemnifying party thereof,
the indemnifying party shall retain counsel reasonably satisfactory to the
Indemnified Party to represent the Indemnified Party and any others entitled to
indemnification pursuant to this Section 5 that the indemnifying party may
designate in such proceeding and shall pay the fees and expenses of such
counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the indemnifying party and the Indemnified Party shall have mutually
agreed to the contrary; (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the Indemnified
Party; (iii) the Indemnified Party shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the indemnifying party; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the indemnifying
party and the Indemnified Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the indemnifying party shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Indemnified Parties, and that
all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Purchaser, its affiliates and any control Persons of
such Purchaser shall be designated in writing by JPMorgan, (y) for any Holder,
its affiliates and any control Persons of such Holder shall be designated in
writing by the Majority Holders and (z) in all other cases shall be designated
in writing by the Company. No indemnifying party shall, without the prior
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld, effect any settlement of any pending or threatened
action in respect of which any Indemnified Party is or could have been a party
and indemnity could have been sought hereunder by such Indemnified Party unless
such settlement includes an unconditional release of such Indemnified Party, in
form and substance reasonably satisfactory to such indemnified person, from all
liability on any claims that are the subject matter of such action and does not
include a statement as to or an admission of fault, culpability or failure to
act by or on behalf of any Indemnified Party.


                                       21
<PAGE>


         If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an Indemnified Party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
Indemnified Party on the other from the exchange of the Notes, pursuant to the
Registered Exchange offer, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party or parties on the
one hand and Indemnified Party on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other Indemnified Party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
by an Indemnified Party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Notes shall not be required
to contribute any amount in excess of the amount by which the net proceeds
received by such Holders from the sale of the Notes pursuant to a Registration
Statement exceeds the amount of damages which such Holders have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls such Indemnified Party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such Indemnified
Party and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.


                                       22
<PAGE>


The agreements contained in this Section 5 shall survive the exchange of the
Notes pursuant to a Registration Statement and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any Indemnified Party.

         6. Miscellaneous.

          (a) No Inconsistent Agreements. The Company has not entered into, and
     on or after the date of this Agreement will not enter into, any agreement
     which is inconsistent with the rights granted to the Holders of
     Registrable Notes in this Agreement or otherwise conflicts with the
     provisions hereof. The rights granted to the Holders hereunder do not in
     any way conflict with and are not inconsistent with the rights granted to
     the holders of the Company's other issued and outstanding securities under
     any such agreements.

          (b) Amendments and Waivers. The provisions of this Agreement,
     including the provisions of this sentence, may not be amended, modified or
     supplemented, and waivers or consents to departures from the provisions
     hereof may not be given unless the Company has obtained the written
     consent of Holders of at least a majority in aggregate principal amount of
     the outstanding Registrable Notes affected by such amendment,
     modification, supplement, waiver or consent; provided, however, that no
     amendment, modification, supplement, waiver or consent to any departure
     from the provisions of Section 5 hereof or which would have the effect of
     reducing the rate or extending the time of payment of interest on any
     Registrable Note shall be effective as against any Holder of Registrable
     Notes unless consented to in writing by such Holder.

          (c) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand delivery, first-class
     mail, facsimile transmission, or air courier which guarantees overnight
     delivery: if to a Holder, at the most current address given by such Holder
     to the Company;

         (2) if to the Purchasers:

             c/o J.P. Morgan Securities Inc.
             270 Park Avenue
             New York, New York 10017


                                       23
<PAGE>


             fax: (212) 834-6702
             Attention: Transaction Execution Group


         (3) if to the Company, at its address as follows:

             International Paper Company
             400 Atlantic Street,
             Stamford, Connecticut 06921
             Attention: The Secretary, and

             with a copy to:

             Davis Polk & Wardwell
             450 Lexington Avenue
             New York, NY 10017
             Fax No.: (212) 450-4800
             Attention: Francis J. Morison

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when
receipt is acknowledged by recipient"s facsimile machine operator, if sent by
facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee, at the
addresses specified in the Indenture.

          (d) Successors and Assigns. This Agreement shall inure to the benefit
     of and be binding upon the successors, assigns and transferees of each of
     the parties, including, without limitation and without the need for an
     express assignment or assumption, subsequent Holders; provided that
     nothing herein shall be deemed to permit any assignment, transfer or other
     disposition of Registrable Notes in violation of the terms of the Purchase
     Agreement. If any transferees of any Holder shall acquire Registrable
     Notes, in any manner, whether by operation of law or otherwise, such
     Registrable Notes, shall be held subject to all of the terms of this
     Agreement, and by taking and holding


                                       24
<PAGE>


     such Registrable Notes such person shall be conclusively deemed to have
     agreed to be bound by and to perform all of the terms and provisions of
     this Agreement and such person shall be entitled to receive the benefits
     hereof. The Purchasers shall have no liability or obligation to the
     Company with respect to any failure by a Holder to comply with, or any
     breach by any Holder of, the obligations of such Holder under this
     Agreement.

          (e) Purchases and Sales of Notes. The Company shall not, and shall
     use its best efforts to cause its affiliates (as defined in rule 405 under
     the 1993 Act) not to, purchase and then resell or otherwise transfer any
     Notes other than to the Company or its affiliates.

          (f) Third Party Beneficiary. The Holders shall be third party
     beneficiaries to the agreements made hereunder between the Company, on the
     one hand, and the Purchasers, on the other hand, and shall have the right
     to enforce such agreements directly to the extent it deems such
     enforcement necessary or advisable to protect its rights or the rights of
     Holders hereunder.

          (g) Counterparts. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be an original and all of which
     taken together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY LAWS OF THE
     STATE OF NEW YORK AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS
     THEREOF.

          (j) Severability. In the event that one or more of the provisions
     contained herein, or the application thereof in any circumstances, is held
     invalid, illegal or unenforceable the validity, legality and
     enforceability of any such provision in every other respect and of the
     remaining provisions contained herein shall not be affected or impaired
     thereby.


                                       26
<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                            INTERNATIONAL PAPER COMPANY


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


The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

J.P. MORGAN SECURITIES INC.
DEUTSCHE BANK SECURITIES INC.

By: J.P. MORGAN SECURITIES INC.

         For itself and on behalf of the
         several Purchasers listed in
         Schedule I hereto.



By /s/ CARL J. MEHLDAU, JR.
   --------------------------
      Authorized Signatory


                                       27
<PAGE>


SCHEDULE I

Purchasers
----------

J.P. Morgan Securities Inc.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
Banc of America Securities LLC
BNP Paribas Securities Corp.
Commerzbank Capital Markets Corp.
Credit Suisse First  Boston Corp.
Morgan Stanley & Co. Incorporated
Tokyo-Mitsubishi International plc
UBS Warburg LLC



                                       1