EXHIBIT 4.6


                         REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of November 5, 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 Deutsche Bank Securities Inc. and J.P. Morgan Securities
Inc. (the "Purchasers").

      This Agreement is made pursuant to the Purchase Agreement dated October
31, 2002, by and among the Company and the Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Purchasers of
$200,000,000 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
Additional 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.


<PAGE>


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

      "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
Securities 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.


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<PAGE>


      "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) 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
unincorporated 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.


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<PAGE>


      "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 exchanged for Exchange Notes upon
consummation of the Exchange Offer.

      "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


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<PAGE>


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.

      "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


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<PAGE>


      or a Shelf Registration Statement with the SEC within 113 days of the
      Closing Date; (ii) have the Exchange Offer Registration Statement or
      Shelf Registration Statement declared effective by the SEC within 203
      days after the Closing Date; (iii) consummate the Exchange Offer within
      238 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.

      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


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<PAGE>


            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 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


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<PAGE>


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, 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 113 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 203 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


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<PAGE>


      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 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


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<PAGE>


      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 113 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 114th 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,

            (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 203 days following the Closing Date, then
      beginning on the 204th 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 238 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


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<PAGE>


      following the (a) 239th 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


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<PAGE>


      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 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 jurisdiction 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


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<PAGE>


      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 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


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<PAGE>


      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;

            (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


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<PAGE>


      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 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


                                       16
<PAGE>


      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 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


                                       17
<PAGE>


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 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"


                                       18
<PAGE>


      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 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


                                       19
<PAGE>


            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 Deutsche Bank Securities Inc. ("Deutsche Bank") if
            Deutsche Bank so requests or otherwise the Participating
            Broker-Dealer holding the largest aggregate principal amount of
            Notes, (y) to pay the fees and expenses of 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


                                       20
<PAGE>


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, 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


                                       21
<PAGE>


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) 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


                                       22
<PAGE>


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 Deutsche Bank, (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.

      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


                                       23
<PAGE>


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.

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


                                       24
<PAGE>


      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 Deutsche Bank Securities Inc.
            31 West 52nd Street
            New York, New York 10017
            fax: (646) 324-7466
            Attention: Transaction Management 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


                                       25
<PAGE>


      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 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


                                       26
<PAGE>


      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.



                                       27
<PAGE>


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


                                    INTERNATIONAL PAPER COMPANY


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


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

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

By:  DEUTSCHE BANK SECURITIES INC.


By /s/ CHRISTOPHER T. WHITMAN
   -----------------------------
   Name: Christopher T. Whitman
   Title:   Managing Director


By /s/ MARC FRATEPIETRO
   -----------------------------
   Name: Marc Fratepietro
   Title:  Vice President



                                       28