EXHIBIT 4.10

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                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST
                       INTERNATIONAL PAPER Capital Trust VI
                               Dated as of [Date]
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                                TABLE OF CONTENTS
                                 --------------

                                                                           PAGE
                                                                           ----

                                    ARTICLE 1
                     INTERPRETATION AND DEFINITIONS SECTION

SECTION 1.01.  Definitions.....................................................2

                                    ARTICLE 2
                               TRUST INDENTURE ACT

SECTION 2.01.  Trust Indenture Act; Application................................8
SECTION 2.02.  Lists of Holders of Securities..................................9
SECTION 2.03.  Reports by the Property Trustee.................................9
SECTION 2.04.  Periodic Reports to Property Trustee............................9
SECTION 2.05.  Evidence of Compliance with Conditions Precedent................9
SECTION 2.06.  Events of Default; Waiver......................................10
SECTION 2.07.  Event of Default; Notice.......................................11

                                    ARTICLE 3
                                  ORGANIZATION

SECTION 3.01.  Name...........................................................12
SECTION 3.02.  Office.........................................................12
SECTION 3.03.  Purpose........................................................12
SECTION 3.04.  Authority......................................................12
SECTION 3.05.  Title to Property of the Trust.................................13
SECTION 3.06.  Powers and Duties of the Regular Trustees......................13
SECTION 3.07.  Prohibition of Actions by the Trust and the Trustees...........16
SECTION 3.08.  Powers and Duties of the Property Trustee......................17
SECTION 3.09.  Certain Duties and Responsibilities of the Property Trustee....18
SECTION 3.10.  Certain Rights of Property Trustee.............................20
SECTION 3.11.  Delaware Trustee...............................................23
SECTION 3.12.  Execution of Documents.........................................23
SECTION 3.13.  Not Responsible for Recitals or Issuance of Securities.........23
SECTION 3.14.  Duration of Trust..............................................23
SECTION 3.15.  Mergers........................................................23


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                                                                           PAGE
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                                    ARTICLE 4
                                     SPONSOR

SECTION 4.01.  Sponsor's Purchase of Common Securities........................25
SECTION 4.02.  Responsibilities of the Sponsor................................25

                                    ARTICLE 5
                                    TRUSTEES

SECTION 5.01.  Number of Trustees.............................................26
SECTION 5.02.  Delaware Trustee...............................................26
SECTION 5.03.  Property Trustee; Eligibility..................................27
SECTION 5.04.  Qualifications of Regular Trustees and Delaware Trustee
               Generally......................................................27
SECTION 5.05.  Initial Trustees...............................................27
SECTION 5.06.  Appointment, Removal and Resignation of Trustees...............28
SECTION 5.07.  Vacancies among Trustees.......................................30
SECTION 5.08.  Effect of Vacancies............................................30
SECTION 5.09.  Meetings.......................................................30
SECTION 5.10.  Delegation of Power............................................31

                                    ARTICLE 6
                                  DISTRIBUTIONS

SECTION 6.01.  Distributions..................................................31

                                    ARTICLE 7
                             ISSUANCE OF SECURITIES

SECTION 7.01.  General Provisions Regarding Securities........................32
SECTION 7.02.  Execution and Authentication...................................32
SECTION 7.03.  [Reserved].....................................................33
SECTION 7.04.  Registrar, Paying Agent and Conversion Agent...................33
SECTION 7.05.  Paying Agent to Hold Money in Trust............................33
SECTION 7.06.  [Reserved].....................................................34
SECTION 7.07.  [Reserved].....................................................34
SECTION 7.08.  Outstanding Preferred Securities...............................34
SECTION 7.09.  Preferred Securities in Treasury...............................34
SECTION 7.10.  [Reserved].....................................................34
SECTION 7.11.  Cancellation...................................................35



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                                                                           PAGE
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                                    ARTICLE 8
                              TERMINATION OF TRUST

SECTION 8.01.  Termination of Trust..........................................35

                                    ARTICLE 9
                              TRANSFER AND EXCHANGE

SECTION 9.01.  General.......................................................36
SECTION 9.02.  Transfer of Certificates......................................37
SECTION 9.03.  Deemed Security Holders.......................................37
SECTION 9.04.  Book Entry Interests..........................................38
SECTION 9.05.  Notices to Clearing Agency....................................38
SECTION 9.06.  Appointment of Successor Clearing Agency......................39
SECTION 9.07.  Definitive Preferred Security Certificates....................39
SECTION 9.08.  Mutilated, Destroyed, Lost or Stolen Certificates.............40

                                   ARTICLE 10
      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.01.  Liability....................................................40
SECTION 10.02.  Exculpation..................................................41
SECTION 10.03.  Fiduciary Duty...............................................41
SECTION 10.04.  Indemnification..............................................42
SECTION 10.05.  Outside Businesses...........................................43

                                   ARTICLE 11
                                   ACCOUNTING

SECTION 11.01.  Fiscal Year..................................................43
SECTION 11.02.  Certain Accounting Matters...................................43
SECTION 11.03.  Banking......................................................44
SECTION 11.04.  Withholding..................................................44

                                   ARTICLE 12
                             AMENDMENTS AND MEETINGS

SECTION 12.01.  Amendments...................................................45
SECTION 12.02.  Meetings of the Holders of Securities; Action by Written
                Consent......................................................47





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                                                                           PAGE
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                                   ARTICLE 13
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.01.  Representations and Warranties of Property Trustee...........48
SECTION 13.02.  Representations and Warranties of Delaware Trustee...........49

                                   ARTICLE 14
                                   [RESERVED]

SECTION 14.01.  [Reserved]...................................................50

                                   ARTICLE 15
                                  MISCELLANEOUS

SECTION 15.01.  Notices......................................................51
SECTION 15.02.  Governing Law................................................52
SECTION 15.03.  Intention of the Parties.....................................52
SECTION 15.04.  Headings.....................................................52
SECTION 15.05.  Successors and Assigns.......................................52
SECTION 15.06.  Partial Enforceability.......................................52
SECTION 15.07.  Counterparts.................................................52





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                             CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act                               Section of
of 1999, as amended                               Declaration
-------------------------                         --------------
310.............................................. 2.01(c)
310(a)........................................... Inapplicable
310(b)........................................... 5.03(c), 5.03(d)
311(a)........................................... 2.02(b)
311(b)........................................... 2.02(b)
311(c)........................................... Inapplicable
312(a)........................................... Inapplicable
312(b)........................................... 2.02(b)
313.............................................. 2.03
314.............................................. 2.04
314(a)........................................... 3.06(j)
314(b)........................................... Inapplicable
314(c)........................................... 2.05
314(d)........................................... Inapplicable
314(f)........................................... Inapplicable
315(a)........................................... Inapplicable
315(c)........................................... Inapplicable
315(d)........................................... Inapplicable
316(a)........................................... Inapplicable
316(c)........................................... 3.06(e)
317.............................................. 2.01(c)
317(b)........................................... 3.08(h)

---------------------
*  This Cross-Reference Table does not constitute part of the Declaration and
   shall not affect the interpretation of any of its terms or provisions.



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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                     OF INTERNATIONAL PAPER Capital Trust VI

                                     [Date]

         AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of [Date], by the undersigned trustees (together with all other
Persons from time to time duly appointed and serving as trustees in accordance
with the provisions of this Declaration, the "Trustees"), International Paper
Company, a New York corporation, as trust sponsor (the "Sponsor"), and by the
holders, from time to time, of undivided beneficial interests in the Trust
issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor established a trust (the "Trust")
under the Delaware Statutory Trust Act pursuant to a Declaration of Trust dated
as of [Date], (the "Original Declaration") and a Certificate of Trust filed with
the Secretary of State of Delaware on [Date], for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer;

         WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.




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                                    ARTICLE 1
                     INTERPRETATION AND DEFINITIONS SECTION

         SECTION 1.01.  Definitions.  Unless the context otherwise requires:

          (a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01;

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

          (c)   all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

          (d) all references in this Declaration to Articles and Sections and
Exhibits are to Articles and Sections of and Exhibits to this Declaration unless
otherwise specified;

          (e) a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and

          (f)   a reference to the singular includes the plural and vice versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Agent" means any Registrar, Paying Agent, Conversion Agent or co-
registrar.

         "Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Depositary as described in Section 9.04

         "Business Day" means any day other than a day on which banking
institutions in New York, New York and in London, England are authorized or
required by law to close.


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         "Certificate" means a certificate in global or definitive form
representing a Common Security or a Preferred Security.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
Company will be the initial Clearing Agency.

         "Closing Date" means [Date].

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

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" has the meaning set forth in Section 7.01(a).

         "Common Securities Guarantee" means the guarantee agreement to be dated
as of [Date], of the Sponsor in respect of the Common Securities.

         "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii)
the Trust's Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means the Sponsor in its capacity as issuer of the
Debentures.

         "Debenture Trustee" means [Debenture Trustee], a [___________] banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

         "Debentures" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be 3 held by the Property Trustee, a
specimen certificate for such series of Debentures being Exhibit B.

         "Definitive Preferred Securities" means the Preferred Securities in
definitive form issued by the Trust.

         "Definitive Preferred Security Certificate" has the meaning set forth
in Section 9.04.

         "Delaware Trustee" has the meaning set forth in Section 5.02.


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         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.01.

         "Depositary" means The Depository Trust Company, the initial Clearing
Agency.

         "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Global Certificate" has the meaning set forth in Section 9.04.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Statutory Trust Act.

         "Indemnified Person" means (a) any Trustee; (b) any Affiliate of any
Trustee; (c) any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee; or (d) any employee or
agent of the Trust or its Affiliates.

         "Indenture" means the Indenture dated as of [Date], between the
Debenture Issuer and [Trustee], as trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

         "Investment Company" means an investment company as defined in the
Investment Company Act.

         "Investment Company Act" means the U.S. Investment Company Act of 1940,
as amended from time to time, or any successor legislation.

         "Legal Action" has the meaning set forth in Section 3.06(g).

         "Majority in liquidation preference of the Securities" means, except as
provided in the terms of the Preferred Securities and by the Trust Indenture
Act, Holder(s) of outstanding Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of more than 50% of the aggregate liquidation preference
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus


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accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Securities of the relevant class.

         "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

         (a)      a statement that each officer signing the Certificate has
                  read the covenant or condition and the definition relating
                  thereto;

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

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

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

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

         "Paying Agent" has the meaning specified in Section 3.08(h).

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

         "Preferred Securities Guarantee" means the guarantee agreement to be
dated as of [Date], of the Sponsor in respect of the Preferred Securities.

         "Preferred Securities" has the meaning specified in Section 7.01(a).


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

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.03.

         "Property Trustee Account" has the meaning set forth in Section
3.08(c).

         "Prospectus Supplement", as used in Annex I hereto, means the
prospectus supplement, dated as of [Date], relating to the issuance and sale by
the Trust of Preferred Securities.

         "Quorum" means a majority of the Regular Trustees or, if there are only
two Regular Trustees, both of them.

         "Register" has the meaning set forth in Section 7.04.

         "Regular Trustee" means any Trustee other than the Property Trustee and
the Delaware Trustee.

         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer or any other officer in
the Corporate Trust Department of the Property Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

         "Securities" means the Common Securities and the Preferred Securities.

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

         "Securities Custodian" means the custodian with respect to the Global
Preferred Security and any other Preferred Security in global form.


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         "66-2/3% in liquidation preference of the Securities" means, except as
provided in the terms of the Preferred Securities and by the Trust Indenture
Act, Holders of outstanding Securities voting together as a single class or, as
the context may require, Holders of Preferred Securities or Holder(s) of
outstanding Common Securities voting separately as a class, representing at
least 66-2/3% of the aggregate liquidation preference (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions, to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

         "Sponsor" means International Paper Company, a New York corporation, or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss.3801 et seq., as it may be amended from time to time.

         "Successor Delaware Trustee" has the meaning set forth in Section
5.06(c).

         "Successor Property Trustee" has the meaning set forth in Section
5.06(b).

         "Super Majority" has the meaning set forth in Section 2.06(a)(ii).

         "Tax Event" means the Regular Trustees shall have received an opinion
of nationally recognized independent tax counsel experienced in such matters to
the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein or (b) any amendment to or change in an interpretation or application of
such laws or regulations, there is more than an insubstantial risk that (i) the
Trust would be subject to United States federal income tax with respect to
income accrued or received on the Subordinated Debt Securities, (ii) interest
payable to the Trust on the Subordinated Debt Securities would not be deductible
by the Debenture Issuer for United States federal income tax purposes or (iii)
the Trust would be subject to more than a de minimis amount of other taxes,
duties or other governmental charges.

         "10% in liquidation preference of the Securities" means, except as
provided in the terms of the Preferred Securities or by the Trust Indenture Act,
Holders of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, representing 10% of
the aggregate liquidation preference (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid


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Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as
amended.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.



                                    ARTICLE 2
                               TRUST INDENTURE ACT

         SECTION 2.01. Trust Indenture Act; Application. (a) This Declaration is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Declaration, which are incorporated by reference in and made part
of this Indenture and shall, to the extent applicable, be governed by such
provisions.

          (b) The Property Trustee shall be the only Trustee which is a Trustee
for the purposes of the Trust Indenture Act.

          (c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by ss.ss. 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          (d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

         SECTION 2.02. Lists of Holders of Securities. (a) Each of the Sponsor
and the Regular Trustees on behalf of the Trust shall provide the Property
Trustee (i) within 14 days after each record date for payment of Distributions,
a list, in such form as the Property Trustee may reasonably require, of the
names and addresses




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of the Holders of the Securities ("List of Holders") as of such record date,
provided that neither the Sponsor nor the Regular Trustees on behalf of the
Trust shall be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor and the Regular Trustees on behalf of the Trust,
and (ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee. The Property Trustee shall
preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity
as Paying Agent (if acting in such capacity) provided that the Property Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

          (b)   The Property Trustee shall comply with its obligations under
ss.ss. 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         SECTION 2.03.  Reports by the Property Trustee.  Within 60 days after
May 15 of each year, the Property Trustee shall provide to the Holders of the
Preferred Securities such reports, if any, as are required by ss. 313 of the
Trust Indenture Act in the form and in the manner provided by ss. 313 of the
Trust Indenture Act. The Property Trustee shall also comply with the
requirements of ss. 313(d) of the Trust Indenture Act.

         SECTION 2.04.  Periodic Reports to Property Trustee.  Each of the
Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information (if any) as required
by ss. 314 of the Trust Indenture Act and the compliance certificate required
by ss. 314 of the Trust Indenture Act in the form, in the manner and at the
times required by ss. 314 of the Trust Indenture Act.

         SECTION 2.05. Evidence of Compliance with Conditions Precedent. Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this Declaration that relate to any of the matters set
forth in ss. 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to ss. 314(c)(1) of the Trust
Indenture Act may be given in the form of an Officers' Certificate.

         SECTION 2.06. Events of Default; Waiver. (a) The Holders of a Majority
in liquidation preference of Preferred Securities may, by vote, on behalf of the
Holders of all of the Preferred Securities, waive any past Event of Default in
respect of the Preferred Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:




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               (i) is not waivable under the Indenture, the Event of Default
          under the Declaration shall also not be waivable; or

               (ii) requires the consent or vote of greater than a majority in
          principal amount the holders of the Debentures (a "Super Majority") to
          be waived under the Indenture, the Event of Default under the
          Declaration may only be waived by the vote of the Holders of at least
          the proportion in liquidation preference of the Preferred Securities
          that the relevant Super Majority represents of the aggregate principal
          amount of the Debentures outstanding.

         Upon such waiver, any such default shall cease to exist, and any Event
of Default with respect to the Preferred Securities arising therefrom shall be
deemed to have been cured, for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or an Event of Default
with respect to the Preferred Securities or impair any right consequent thereon.
Any waiver by the Holders of the Preferred Securities of an Event of Default
with respect to the Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such Event of Default with
respect to the Common Securities for all purposes of this Declaration without
any further act, vote, or consent of the Holders of the Common Securities.

          (b) The Holders of a Majority in liquidation preference of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

               (i) is not waivable under the Indenture, except where the Holders
          of the Common Securities are deemed to have waived such Event of
          Default under the Declaration as provided below in this Section
          2.06(b), the Event of Default under the Declaration shall also not be
          waivable; or

               (ii) requires the consent or vote of a Super Majority to be
          waived, except where the Holders of the Common Securities are deemed
          to have waived such Event of Default under the Declaration as provided
          below in this Section 2.06(b), the Event of Default under the
          Declaration may only be waived by the vote of the Holders of at least
          the proportion in liquidation preference of the Preferred Securities
          that the relevant Super Majority represents of the aggregate principal
          amount of the Debentures outstanding;



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provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. Subject to the foregoing provisions of this Section 2.06(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

          (c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this
Declaration.

         SECTION 2.07. Event of Default; Notice. (a) The Property Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Holders of the Securities, notices of all
defaults with respect to the Securities known to the Property Trustee, unless
such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.07(a) being hereby defined to be
an Event of Default as defined in the Indenture, not including any periods of
grace provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in the payment of any
sinking fund installment established for the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities.

          (b)   The Property Trustee shall not be deemed to have knowledge of
any default except:

               (i) a default under Sections 501(1) and 501(2) of the Indenture;
          or

               (ii) any default as to which the Property Trustee shall have
          received written notice.


                                       11

<PAGE>



                                    ARTICLE 3
                                  ORGANIZATION

         SECTION 3.01. Name. The Trust is named "International Paper Capital
Trust VI," as such name may be modified from time to time by the Regular
Trustees following written notice to the Holders of Securities. The Trust's
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Regular Trustees.

         SECTION 3.02. Office. The address of the principal office of the Trust
is c/o International Paper Company, 400 Atlantic Street, Stamford, Connecticut
06921. On ten Business Days written notice to the Holders of Securities, the
Regular Trustees may designate another principal office.

         SECTION 3.03. Purpose. The exclusive purposes and functions of the
Trust are (a) to issue and sell Securities and use the proceeds from such sale
to acquire the Debentures, and (b) except as otherwise limited herein, to engage
in only those other activities necessary, or incidental thereto. The Trust shall
not borrow money, issue debt or reinvest proceeds derived from investments,
pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

         SECTION 3.04. Authority. Subject to the limitations provided in this
Declaration and to the specific duties of the Property Trustee, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee in accordance with its powers shall constitute the
act of and serve to bind the Trust. In dealing with the Trustees acting on
behalf of the Trust, no person shall be required to inquire into the authority
of the Trustees to bind the Trust. Persons dealing with the Trust are entitled
to rely conclusively on the power and authority of the Trustees as set forth in
this Declaration.

         SECTION 3.05. Title to Property of the Trust. Except as provided in
Section 3.08 with respect to the Debentures and the Property Trustee Account or
as otherwise provided in this Declaration, legal title to all assets of the
Trust shall be vested in the Trust. The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.




                                       12

<PAGE>



         SECTION 3.06. Powers and Duties of the Regular Trustees. The Regular
Trustees shall have the exclusive power, duty and authority to cause the Trust
to engage in the following activities:

          (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities, and the issuance of Securities
shall be limited to a one-time, simultaneous issuance of both Preferred
Securities and Common Securities on the Closing Date;

          (b)   in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

                (i) execute and file with the Commission, at such time as
         determined by the Sponsor, a registration statement filed on Form S-3
         prepared by the Sponsor, including any amendments thereto in relation
         to the Preferred Securities;

                (ii) execute and file any documents prepared by the Sponsor, or
         take any acts as determined by the Sponsor to be necessary in order to
         qualify or register all or part of the Preferred Securities in any
         State or foreign jurisdiction in which the Sponsor has determined to
         qualify or register such Preferred Securities for sale;

               (iii) execute and file an application, prepared by or on behalf
          of the Sponsor, at such time as determined by the Sponsor, to the New
          York Stock Exchange or any other national stock exchange or the Nasdaq
          National Market for listing or quotation of the Preferred Securities;

               (iv) to execute and deliver letters, documents, or instruments
          with The Depository Trust Company relating the Preferred Securities;

               (v) execute and file with the Commission, at such time as
          determined by the Sponsor, a registration statement on Form 8-A,
          including any amendments thereto, prepared by the Sponsor relating to
          the registration of the Preferred Securities under Section 12(b) of
          the Exchange Act; and

               (vi) execute and enter into the Purchase Agreement, Registration
          Rights Agreement and other related agreements providing for the sale
          of the Preferred Securities;




                                       13

<PAGE>




          (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to the Debentures to be held of record
in the name of the Property Trustee for the benefit of the Holders of the
Preferred Securities and the Holders or Common Securities;

          (d) to give the Sponsor and the Property Trustee prompt written notice
of the occurrence of a Tax Event; provided that the Regular Trustees shall
consult with the Sponsor and the Property Trustee before taking or refraining
from taking any Ministerial Action in relation to a Tax Event;

          (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of ss. 316(c) of the Trust Indenture Act, Distributions,
voting rights, redemptions and exchanges, and to issue relevant notices to the
Holders of Preferred Securities and Holders of Common Securities as to such
actions and applicable record dates;

          (f)   to take all actions and perform such duties as may be required
of the Regular Trustees pursuant to the terms of the Securities;

          (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.08(e), the Property Trustee has
the exclusive power to bring such Legal Action;

          (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

          (i)   to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

          (j)   to give the certificate required by ss. 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Regular Trustee;

          (k)   to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

          (l)   to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;


                                       14

<PAGE>


          (m) to give prompt written notice to the Holders of the Securities of
any notice received from the Debenture Issuer of its election (i) to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture or (ii) to extend the scheduled maturity date on the
Debentures;

          (n)   to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

          (o) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory trust under the laws of the State of
Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Holders of the Preferred Securities or to
enable the Trust to effect the purposes for which the Trust was created;

          (p) to take any action, not inconsistent with this Declaration or with
applicable law, that the Regular Trustees determine in their discretion to be
necessary or desirable in carrying out the activities of the Trust as set out in
this Section 3.06, including, but not limited to:

               (i) causing the Trust not to be deemed to be an Investment
          Company required to be registered under the Investment Company Act;

               (ii) causing the Trust to be classified for United States federal
          income tax purposes as a grantor trust; and

               (iii) cooperating with the Debenture Issuer to ensure that the
          Debentures will be treated as indebtedness of the Debenture Issuer for
          United States federal income tax purposes,

provided that such action does not adversely affect the interests of Holders;
and

          (q) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust.

         The Regular Trustees must exercise the powers set forth in this Section
3.06 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.03, and the Regular Trustees shall not take any action that
is inconsistent with the purposes and functions of the Trust set forth in
Section 3.03.


                                               15

<PAGE>



         Subject to this Section 3.06, the Regular Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.08.

         SECTION 3.07. Prohibition of Actions by the Trust and the Trustees. (a)
The Trust shall not, and the Trustees (including the Property Trustee) shall
not, engage in any activity other than as required or authorized by this
Declaration. In particular, the Trust shall not and the Trustees (including the
Property Trustee) shall cause the Trust not to:

               (i) invest any proceeds received by the Trust from holding the
          Debentures, but shall distribute all such proceeds to Holders of
          Securities pursuant to the terms of this Declaration and of the
          Securities;

               (ii) acquire any assets other than as expressly provided herein;

               (iii) possess Trust property for other than a Trust purpose;

               (iv) make any loans or incur any indebtedness other than loans
          represented by the Debentures;

               (v) possess any power or otherwise act in such a way as to vary
          the Trust assets or the terms of the Securities in any way whatsoever;

               (vi) issue any securities or other evidences of beneficial
          ownership of, or beneficial interest in, the Trust other than the
          Securities; or

               (vii) (A) direct the time, method and place of exercising any
          trust or power conferred upon the Debenture Trustee with respect to
          the Debentures, (B) waive any past default that is waivable under
          Section 513 of the Indenture, (C) exercise any right to rescind or
          annul any declaration that the principal of all the Debentures shall
          be due and payable, or (D) consent to any amendment, modification or
          termination of the Indenture or the Debentures where such consent
          shall be required unless the Trust shall have received an opinion of
          counsel to the effect that such modification will not cause more than
          an insubstantial risk that for United States Federal income tax
          purposes the Trust will not be classified as a grantor trust or
          partnership.

         SECTION 3.08.  Powers and Duties of the Property Trustee.  (a)  The
legal title to the Debentures shall be owned by and held of record in the name
of the Property Trustee in trust for the benefit of the Holders of the
Securities. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically


                                       16

<PAGE>



in each Person who may hereafter be appointed as Property Trustee in accordance
with Section 5.06. Such vesting and cessation of title shall be effective
whether or not conveyancing documents with regard to the Debentures have been
executed and delivered.

          (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as Delaware Trustee).

          (c)   The Property Trustee shall:

               (i) establish and maintain a segregated non-interest bearing
          trust account (the "Property Trustee Account") in the name of and
          under the exclusive control of the Property Trustee on behalf of the
          Holders of the Securities and, upon the receipt of payments of funds
          made in respect of the Debentures held by the Property Trustee,
          deposit such funds into the Property Trustee Account and make payments
          to the Holders of the Preferred Securities and Holders of the Common
          Securities from the Property Trustee Account in accordance with
          Section 6.01. Funds in the Property Trustee Account shall be held
          uninvested until disbursed in accordance with this Declaration;

               (ii) engage in such ministerial activities as so directed and as
          shall be necessary or appropriate to effect the redemption of the
          Preferred Securities and the Common Securities to the extent the
          Debentures are redeemed or mature; and

               (iii) upon notice of distribution issued by the Regular Trustees
          in accordance with the terms of the Securities, engage in such
          ministerial activities as so directed as shall be necessary or
          appropriate to effect the distribution of the Debentures to Holders of
          Securities upon the occurrence of certain special events (as may be
          defined in the terms of the Securities) arising from a change in law
          or a change in legal interpretation or other specified circumstances
          pursuant to the terms of the Securities.

          (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Securities.

          (e) The Property Trustee shall take any Legal Action which arises out
of or in connection with an Event of Default or the Property Trustee's duties
and obligations under this Declaration or the Trust Indenture Act.



                                       17

<PAGE>



          (f)  The Property Trustee shall not resign as a Trustee unless either:

               (i) the Trust has been completely liquidated and the proceeds of
          the liquidation distributed to the Holders of Securities pursuant to
          the terms of the Securities; or

               (ii) a Successor Property Trustee has been appointed and has
          accepted that appointment in accordance with Section 5.06.

          (g) The Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Debentures under the Indenture
and, if an Event of Default occurs and is continuing, the Property Trustee
shall, for the benefit of Holders of the Securities, enforce its rights as
holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

          (h) The Property Trustee will act as Paying Agent and Registrar in New
York (the "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all securities and
any such Paying Agent shall comply with ss. 317(b) of the Trust Indenture Act.
Any Paying Agent may be removed by the Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any time
by the Property Trustee.

          (i) Subject to this Section 3.08, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Regular Trustees set
forth in Section 3.06. The Property Trustee must exercise the powers set forth
in this Section 3.08 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.03, and the Property Trustee shall
not take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 3.03.

         SECTION 3.09. Certain Duties and Responsibilities of the Property
Trustee. (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and no implied covenants shall be read into this Declaration against
the Property Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.06), the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.




                                       18

<PAGE>



          (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

               (i) prior to the occurrence of an Event of Default and after the
          curing or waiving of all such Events of Default that may have
          occurred:

                       (A) the duties and obligations of the Property Trustee
                  shall be determined solely by the express provisions of this
                  Declaration and the Property Trustee shall not be liable
                  except for the performance of such duties and obligations as
                  are specifically set forth in this Declaration, and no implied
                  covenants or obligations shall be read into this Declaration
                  against the Property Trustee; and

                       (B) in the absence of bad faith on the part of the
                  Property Trustee, the Property Trustee may conclusively rely,
                  as to the truth of the statements and the correctness of the
                  opinions expressed therein, upon any certificates or opinions
                  furnished to the Property Trustee and conforming to the
                  requirements of this Declaration; but in the case of any such
                  certificates or opinions that by any provision hereof are
                  specifically required to be furnished to the Property Trustee,
                  the Property Trustee shall be under a duty to examine the same
                  to determine whether or not they conform to the requirements
                  of this Declaration;

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

               (iii) the Property Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of not less than a
          Majority in liquidation preference of the Securities relating to the
          time, method and place of conducting any proceeding for any remedy
          available to the Property Trustee, or exercising any trust or power
          conferred upon the Property Trustee under this Declaration;

               (iv) no provision of this Declaration shall require the Property
          Trustee to expend or risk its own funds or otherwise incur personal
          financial liability in the performance of any of its duties or in the
          exercise of any of its rights or powers, if it shall have reasonable
          grounds for




                                       19

<PAGE>



          believing that the repayment of such funds or liability is not
          reasonably assured to it under the terms of this Declaration or
          adequate indemnity against such risk or liability is not reasonably
          assured to it;

               (v) the Property Trustee's sole duty with respect to the custody,
          safe keeping and physical preservation of the Debentures and the
          Property Trustee Account shall be to deal with such property in a
          similar manner as the Property Trustee deals with similar property for
          its own account, subject to the protections and limitations on
          liability afforded to the Property Trustee under this Declaration and
          the Trust Indenture Act;

               (vi) the Property Trustee shall have no duty or liability for or
          with respect to the value, genuineness, existence or sufficiency of
          the Debentures or the payment of any taxes or assessments levied
          thereon or in connection therewith;

               (vii) the Property Trustee shall not be liable for any interest
          on any money received by it except as it may otherwise agree with the
          Sponsor. Money held by the Property Trustee need not be segregated
          from other funds held by it except in relation to the Property Trustee
          Account maintained by the Property Trustee pursuant to Section
          3.08(c)(i) and except to the extent otherwise required by law; and

               (viii) the Property Trustee shall not be responsible for
          monitoring the compliance by the Regular Trustees or the Sponsor with
          their respective duties under this Declaration, nor shall the Property
          Trustee be liable for the default or misconduct of the Regular
          Trustees or the Sponsor.


         SECTION 3.10.  Certain Rights of Property Trustee.  (a)  Subject to the
provisions of Section 3.09:

               (i) the Property Trustee may rely and shall be fully protected in
          acting or refraining from acting upon any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, other evidence of indebtedness
          or other paper or document believed by it to be genuine and to have
          been signed, sent or presented by the proper party or parties;

               (ii) any direction or act of the Sponsor or the Regular Trustees
          contemplated by this Declaration shall be sufficiently evidenced by an
          Officers' Certificate;





                                       20

<PAGE>



               (iii) whenever in the administration of this Declaration, the
          Property Trustee shall deem it desirable that a matter be proved or
          established before taking, suffering or omitting any action hereunder,
          the Property Trustee (unless other evidence is herein specifically
          prescribed) may, in the absence of bad faith on its part, request and
          rely upon an Officers' Certificate which, upon receipt of such
          request, shall be promptly delivered by the Sponsor or the Regular
          Trustees;

               (iv) the Property Trustee shall have no duty to see to any
          recording, filing or registration of any instrument (including any
          financing or continuation statement or any filing under tax or
          securities laws) or any rerecording, refiling or registration thereof;

               (v) the Property Trustee may consult with counsel or other
          experts and the advice or opinion of such counsel and experts with
          respect to legal matters or advice within the scope of such experts'
          area of expertise shall be full and complete authorization and
          protection in respect of any action taken, suffered or omitted by it
          hereunder in good faith and in accordance with such advice or opinion,
          such counsel may be counsel to the Sponsor or any of its Affiliates,
          and may include any of its employees. The Property Trustee shall have
          the right at any time to seek instructions concerning the
          administration of this Declaration from any court of competent
          jurisdiction;

               (vi) the Property Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Declaration
          at the request or direction of any Holder, unless such Holder shall
          have provided to the Property Trustee adequate security and indemnity,
          which would satisfy a reasonable person in the position of the
          Property Trustee, against the costs, expenses (including attorneys'
          fees and expenses) and liabilities that might be incurred by it in
          complying with such request or direction, including such reasonable
          advances as may be requested by the Property Trustee provided, that,
          nothing contained in this Section 3.10(a)(iv) shall be taken to
          relieve the Property Trustee, upon the occurrence of an Event of
          Default, of its obligation to exercise the rights and powers vested in
          it by this Declaration;

               (vii) the Property Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, security, bond, debenture, note, other
          evidence of indebtedness or other paper or document, but the Property
          Trustee, in its discretion, may




                                       21

<PAGE>



          make such further inquiry or investigation into such facts or
          matters as it may see fit;

               (viii) the Property Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents or attorneys and the Property Trustee shall not be
          responsible for any misconduct or negligence on the part of any agent
          or attorney appointed with due care by it hereunder;

               (ix) any action taken by the Property Trustee or its agents
          hereunder shall bind the Trust and the Holders of the Securities, and
          the signature of the Property Trustee or its agents alone shall be
          sufficient and effective to perform any such action and no third party
          shall be required to inquire as to the authority of the Property
          Trustee to so act or as to its compliance with any of the terms and
          provisions of this Declaration, both of which shall be conclusively
          evidenced by the Property Trustee's or its agent's taking such action;

               (x) whenever in the administration of this Declaration the
          Property Trustee shall deem it desirable to receive instructions with
          respect to enforcing any remedy or right or taking any other action
          hereunder the Property Trustee (i) may request instructions from the
          Holders of the Securities which instructions may only be given by the
          Holders of the same proportion in liquidation preference of the
          Securities as would be entitled to direct the Property Trustee under
          the terms of the Securities in respect of such remedy, right or
          action, (ii) may refrain from enforcing such remedy or right or taking
          such other action until such instructions are received, and (iii)
          shall be protected in acting in accordance with such instructions; and

               (xi) except as otherwise expressly provided by this Declaration,
          the Property Trustee shall not be under any obligation to take any
          action that is discretionary under the provisions of this Declaration.

          (b) No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.





                                       22

<PAGE>



         SECTION 3.11. Delaware Trustee. Notwithstanding any other provision of
this Declaration other than Section 5.02, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Regular Trustees or the Property Trustee
described in this Declaration. Except as set forth in Section 5.02, the Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of ss. 3807 of the Statutory Trust Act.

         SECTION 3.12. Execution of Documents. Unless otherwise determined by
the Regular Trustees, and except as otherwise required by the Statutory Trust
Act, any Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to execute
pursuant to Section 3.06; provided that, the registration statement referred to
in Section 3.06(b)(i)), including any amendments thereto, shall be signed by all
of the Regular Trustees.

         SECTION 3.13. Not Responsible for Recitals or Issuance of Securities.
The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.

         SECTION 3.14. Duration of Trust. The Trust, unless terminated pursuant
to the provisions of Article 8 hereof, shall exist until forty (40) years from
the date of its formation.

         SECTION 3.15.   Mergers.  (a)  The Trust may not consolidate,
amalgamate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other entity or person, except as described in Section 3.15(b) and 3.15(c).

          (b) The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the Holders of the Securities, the Delaware
Trustee or the Property Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State or the
District of Columbia; provided that:

               (i) if the Trust is not the surviving entity, the successor
          entity (the "Successor Entity") either:



                                       23

<PAGE>



                    (A) expressly assumes all of the obligations of the Trust
               under the Securities; or

                    (B) substitutes for the Securities other securities having
               substantially the same terms as the Preferred Securities (the
               "Successor Securities") as long as the Successor Securities rank,
               with respect to participation in the profits and distributions or
               in the assets of the Successor Entity at least as high as the
               Preferred Securities rank with respect to participation in the
               profits and dividends or in the assets of the Trust;

               (ii) the Debenture Issuer expressly acknowledges such Successor
          Entity as the Holder of the Debentures;

               (iii) the Preferred Securities or any Successor Securities are
          listed, or any Successor Securities will be listed upon notification
          of issuance, on any national securities exchange or with any other
          organization on which the Preferred Securities are then listed or
          quoted;

               (iv) such merger, consolidation, amalgamation or replacement does
          not cause the Preferred Securities (including any Successor
          Securities) to be downgraded by any nationally recognized statistical
          rating organization;

               (v) such merger, consolidation, amalgamation or replacement does
          not adversely affect the powers, preferences and other special rights
          of the Holders of the Preferred Securities (including any Successor
          Securities) in any material respect;

               (vi) such Successor Entity has a purpose substantially identical
          to that of the Trust;

               (vii) prior to such merger, consolidation, amalgamation or
          replacement, the Sponsor has received an opinion of a nationally
          recognized independent counsel (reasonably acceptable to the Property
          Trustee) to the Trust experienced in such matters to the effect that:

                    (A) the Successor Entity will be treated as a grantor trust
               for United States Federal income tax purposes;

                    (B) following such merger, consolidation, amalgamation or
               replacement, neither the Sponsor nor the Successor Entity will be
               required to register as an Investment Company; and




                                       24

<PAGE>




                    (C) such merger, consolidation, amalgamation or replacement
               will not adversely affect the limited liability of the Holders of
               the Securities (including any Successor Securities); and

               (viii) the Sponsor provides a guarantee to the Holders of the
          Successor Securities with respect to the Successor Entity having
          substantially the same terms as the Preferred Securities Guarantee.

          (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation preference of the Common
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States Federal income tax purposes.



                                    ARTICLE 4
                                     SPONSOR

         SECTION 4.01. Sponsor's Purchase of Common Securities. On the Closing
Date the Sponsor will purchase all the Common Securities issued by the Trust, in
an aggregate liquidation preference equal to 3% of the total capital of the
Trust, at the same time as the Preferred Securities are sold.

         SECTION 4.02. Responsibilities of the Sponsor. In connection with the
issue and sale of the Preferred Securities, the Sponsor shall have the exclusive
right and responsibility to engage in the following activities:

          (a)   to prepare for filing by the Trust with the Commission the
registration statement on Form S-3, including any amendments thereto;

          (b) to determine the States and foreign jurisdictions in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must be
taken by the Trust, and advise the Trust of actions it must take, and prepare
for execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States and foreign jurisdictions;



                                       25

<PAGE>



          (c) to prepare for filing by the Trust an application to PORTAL and to
the New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing or quotation of the Preferred Securities;

          (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act, including any amendments
thereto; and

          (e) to negotiate the terms of the Purchase Agreement, Registration
Rights Agreement and other related agreements providing for the sale of the
Preferred Securities.



                                    ARTICLE 5
                                    TRUSTEES

         SECTION 5.01.  Number of Trustees.  The number of Trustees shall
initially be five (5), and:

          (a)   at any time before the issuance of any Securities, the Sponsor
may, by written instrument, increase or decrease the number of Trustees; and

          (b) after the issuance of any Securities the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
preference of the Common Securities voting as a class at a meeting of the
Holders of the Common Securities; provided that, if the Property Trustee does
not also act as Delaware Trustee, the number of Trustees shall be at least five
(5).

         SECTION 5.02. Delaware Trustee. If required by the Statutory Trust Act,
one Trustee (the "Delaware Trustee") shall be an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law; provided that, if the Property Trustee has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable law, then the Property Trustee shall also be the Delaware Trustee
and Section 3.11 shall have no application.

         SECTION 5.03.  Property Trustee; Eligibility.  (a)  There shall at all
times be one Trustee which shall act as Property Trustee which shall:

               (i) not be an Affiliate of the Sponsor; and





                                       26

<PAGE>



               (ii) be a corporation organized and doing business under the laws
          of the United States of America or any State or Territory thereof or
          of the District of Columbia, or a corporation or Person permitted by
          the Commission to act as an institutional trustee under the Trust
          Indenture Act, authorized under such laws to exercise corporate trust
          powers, having a combined capital and surplus of at least 50 million
          U.S. dollars ($50,000,000), and subject to supervision or examination
          by Federal, State, Territorial or District of Columbia authority. If
          such corporation publishes reports of condition at least annually,
          pursuant to law or to the requirements of the supervising or examining
          authority referred to above, then for the purposes of this Section
          5.03(a)(ii), the combined capital and surplus of such corporation
          shall be deemed to be its combined capital and surplus as set forth in
          its most recent report of condition so published.

          (b) If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.03(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.06(c).

          (c)   If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of ss. 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in ss. 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of ss. 310(b) of the Trust Indenture Act.

          (d)   The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in ss. 310(b) of the Trust Indenture Act.

         SECTION 5.04. Qualifications of Regular Trustees and Delaware Trustee
Generally. Each Regular Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

         SECTION 5.05.  Initial Trustees.  The initial Regular Trustees shall
be:

                  [---------------------]
                  c/o International Paper Company
                  400 Atlantic Street
                  Stamford, Connecticut 06921





                                       27

<PAGE>



                  [---------------------]
                  c/o International Paper Company
                  400 Atlantic Street
                  Stamford, Connecticut 06921

                  [---------------------]
                  c/o International Paper Company
                  400 Atlantic Street
                  Stamford, Connecticut 06921

         The initial Delaware Trustee shall be:

                  [Delaware Trustee]
                  [address]
                  Attention: [Corporate Trust Trustee Administration]

         The initial Property Trustee shall be:

                  [Property Trustee]
                  [address]
                  Attention: [Corporate Trust Trustee Administration]

         SECTION 5.06.  Appointment, Removal and Resignation of Trustees.
(a)  Subject to Section 5.06(b), Trustees may be appointed or removed without
cause at any time:

               (i) until the issuance of any Securities, by written instrument
          executed by the Sponsor; and

               (ii) after the issuance of any Securities by vote of the Holders
          of a Majority in liquidation preference of the Common Securities
          voting as a class at a meeting of the Holders of the Common
          Securities.

          (b) The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 5.06(a) until a successor Property Trustee (the
"Successor Property Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the Regular Trustees and the Sponsor; and

          (c) The Trustee that acts as Delaware Trustee shall not be removed in
accordance with this Section 5.06(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.02 and 5.04 (a
"Successor Delaware Trustee") has been appointed and has accepted such




                                       28

<PAGE>



appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Regular Trustees and the Sponsor.

          (d) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:

               (i) No such resignation of the Trustee that acts as the Property
          Trustee shall be effective:

                    (A) until a Successor Property Trustee has been appointed
               and has accepted such appointment by instrument executed by such
               Successor Property Trustee and delivered to the Trust, the
               Sponsor and the resigning Property Trustee; or

                    (B) until the assets of the Trust have been completely
               liquidated and the proceeds thereof distributed to the holders of
               the Securities;

               (ii) no such resignation of the Trustee that acts as the Delaware
          Trustee shall be effective until a Successor Delaware Trustee has been
          appointed and has accepted such appointment by instrument executed by
          such Successor Delaware Trustee and delivered to the Trust, the
          Sponsor and the resigning Delaware Trustee; and

               (iii) no such resignation of a Special Regular Trustee shall be
          effective until the 60th day following delivery of the instrument of
          resignation of the Special Regular Trustee to the Sponsor and the
          Trust or such later date specified in such instrument during which
          period the Holders of the Preferred Securities shall have the right to
          appoint a successor Special Regular Trustee as provided in this
          Section 5.06; and

          (e) The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.06.

          (f) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.06 within 60 days after delivery to the Sponsor and the Trust of an instrument
of




                                       29

<PAGE>



resignation, the resigning Property Trustee or Delaware Trustee, as applicable,
may petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.

         SECTION 5.07. Vacancies among Trustees. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.01, or if the number of Trustees is increased pursuant to Section
5.01, a vacancy shall occur. A resolution certifying the existence of such
vacancy by a majority of the Regular Trustees shall be conclusive evidence of
the existence of such vacancy. The vacancy shall be filled with a Trustee
appointed in accordance with Section 5.06.

         SECTION 5.08. Effect of Vacancies. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the Trust. Whenever a
vacancy in the number of Regular Trustees shall occur, until such vacancy is
filled by the appointment of a Regular Trustee in accordance with Section 5.06,
the Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.

         SECTION 5.09. Meetings. Meetings of the Regular Trustees shall be held
from time to time upon the call of any Regular Trustee. Regular meetings of the
Regular Trustees may be held at a time and place fixed by resolution of the
Regular Trustees. Notice of any in-person meetings of the Regular Trustees shall
be hand delivered or otherwise delivered in writing (including by facsimile,
with a hard copy by overnight courier) not less than 48 hours before such
meeting. Notice of any telephonic meetings of the Regular Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24
hours before a meeting. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person
or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened. Unless provided
otherwise in this Declaration, any action of the Regular Trustees may be taken
at a meeting by vote of a majority of the Regular Trustees present (whether in
person or by telephone) and eligible to vote with respect to such matter,
provided that a Quorum is present, or without a meeting by the unanimous written
consent of the Regular Trustees.




                                       30

<PAGE>



         SECTION 5.10. Delegation of Power. (a) Any Regular Trustee may, by
power of attorney consistent with applicable law, delegate to any other natural
person over the age of 21 his or her power for the purpose of executing any
documents contemplated in Section 3.06, including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

          (b) the Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Regular Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.



                                    ARTICLE 6
                                  DISTRIBUTIONS

         SECTION 6.01. Distributions. Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant Holder's
Securities. Distributions shall be made on the Preferred Securities and the
Common Securities in accordance with the preferences set forth in their
respective terms. If and to the extent that the Debenture Issuer makes a payment
of interest (including Compounded Interest (as defined in the Indenture) and
Additional Interest (as defined in the Indenture)) premium and principal on the
Debentures held by the Property Trustee (the amount of any such payment being a
"Payment Amount"), the Property Trustee shall and is directed, to the extent
funds are available for that purpose, to make a distribution (a "Distribution")
of the Payment Amount to Holders.



                                    ARTICLE 7
                             ISSUANCE OF SECURITIES

         SECTION 7.01. General Provisions Regarding Securities. (a) The Regular
Trustees shall on behalf of the Trust issue one class of preferred securities,
representing undivided beneficial interests in the assets of the Trust (the
"Preferred Securities"), having such terms (the "Terms") as are set forth in
Annex I and one class of common securities, representing undivided beneficial
interests in the assets of the Trust (the "Common Securities"), having such
terms as are set forth in Annex I. The Trust shall have no securities or other
interests in




                                       31

<PAGE>



the assets of the Trust other than the Preferred Securities and the Common
Securities. The Trust shall issue no Securities in bearer form.

          (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

          (c) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non- assessable, subject to Section 10.01 with respect to the Common Securities.

          (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

         SECTION 7.02. Execution and Authentication. (a) The Securities shall be
signed on behalf of the Trust by one Regular Trustee. In case any Regular
Trustee of the Trust who shall have signed any of the Securities shall cease to
be such Regular Trustee before the Securities so signed shall be delivered by
the Trust, such Securities nevertheless may be delivered as though the person
who signed such Securities had not ceased to be such Regular Trustee; and any
Securities may be signed on behalf of the Trust by such persons who, at the
actual date of execution of such Security, shall be the Regular Trustees of the
Trust, although at the date of the execution and delivery of the Declaration any
such person was not such a Regular Trustee.

          (b) One Regular Trustee shall sign the Preferred Securities for the
Trust by manual or facsimile signature. Unless otherwise determined by the
Trust, such signature shall, in the case of Common Securities, be a manual
signature.

         A Preferred Security shall not be valid until authenticated by the
manual signature of an authorized officer of the Property Trustee. The signature
shall be conclusive evidence that the Preferred Security has been authenticated
under this Declaration.

         Upon a written order of the Trust signed by one Regular Trustee, the
Property Trustee shall authenticate the Preferred Securities for original issue
in accordance with paragraph 5 of the Securities. The aggregate number of
Preferred Securities outstanding at any time shall not exceed the number set
forth in the Terms in Annex A hereto except as provided in Section 7.07.




                                       32

<PAGE>



         The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate.

         SECTION 7.03. [Reserved].

         SECTION 7.04. Registrar, Paying Agent and Conversion Agent. In the
event that the Preferred Securities are not in book-entry only form, the Trust
shall maintain in the Borough of Manhattan, City of New York, State of New York,
(i) an office or agency where Preferred Securities may be presented for
registration of transfer or exchange ("Registrar"), (ii) an office or agency
where Preferred Securities may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Preferred Securities and of their
transfer and exchange. The Trust may appoint the Registrar, the Paying Agent and
the Conversion Agent and may appoint one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent. The Trust may change any Paying Agent, Registrar or
co-registrar without prior notice to any Holder. The Trust shall notify the
property Trustee of the name and address of any Agent not a party to this
Declaration. If the Trust fails to appoint or maintain another entity as
Registrar or Paying Agent, the Property Trustee shall act as such. The Trust or
any of its Affiliates may act as Paying Agent or Registrar. The Trust shall act
as Paying Agent, Registrar or co-registrar for the Common Securities.

         The Trust initially appoints the Property Trustee as Registrar and
Paying Agent for the Preferred Securities.

         SECTION 7.05. Paying Agent to Hold Money in Trust. The Trust shall
require each Paying Agent other than the Property Trustee to agree in writing
that the Paying Agent will hold in trust for the benefit of Holders or the
Property Trustee all money held by the Paying Agent for the payment of principal
or distribution on the Securities, and will notify the Property Trustee if there
are insufficient funds. While any such insufficiency continues, the Property
Trustee may require a Paying Agent to pay all money held by it to the Property
Trustee. The Trust at any time may require a Paying Agent to pay all money held
by it to the Property Trustee and to account for any money disbursed by it. Upon
payment over to the Property Trustee, the Paying Agent (if other than the Trust
or an Affiliate of the Trust) shall have no further liability for the money. If
the Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as
Paying Agent, it




                                       33

<PAGE>



shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent.

         SECTION 7.06. [Reserved].

         SECTION 7.07. [Reserved].

         SECTION 7.08. Outstanding Preferred Securities. The Preferred
Securities outstanding at any time are all the Preferred Securities
authenticated by the Property Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

         If a Preferred Security is replaced, paid or purchased pursuant to
Section 7.07 hereof, it ceases to be outstanding unless the Property Trustee
receives proof satisfactory to it that the replaced, paid or purchased Preferred
Security is held by a bona fide purchaser.

         If Preferred Securities are considered paid in accordance with the
terms of this Declaration, they cease to be outstanding and interest on them
ceases to accrue.

         A Preferred Security does not cease to be outstanding because one of
the Trust, the Sponsor or an Affiliate of the Sponsor holds the Security.

         SECTION 7.09. Preferred Securities in Treasury. In determining whether
the Holders of the required amount of Securities have concurred in any
direction, waiver or consent, Preferred Securities owned by the Trust, the
Sponsor or an Affiliate of the Sponsor, as the case may be, shall be disregarded
and deemed not to be outstanding, except that for the purposes of determining
whether the Property Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Property Trustee knows
are so owned shall be so disregarded.

         SECTION 7.10. [Reserved].

         SECTION 7.11. Cancellation. The Trust at any time may deliver Preferred
Securities to the Property Trustee for cancellation. The Registrar, Paying Agent
and Conversion Agent shall forward to the Property Trustee any Preferred
Securities surrendered to them for registration of transfer, redemption,
conversion, exchange or payment. The Property Trustee shall promptly cancel all
Preferred Securities, surrendered for registration of transfer, redemption,
conversion, exchange, payment, replacement or cancellation and shall dispose of
cancelled Preferred Securities as the Trust directs. The Trust may not issue new
Preferred




                                       34

<PAGE>



Securities to replace Preferred Securities that it has paid or that have been
delivered to the Property Trustee for cancellation or that any holder has
converted.



                                    ARTICLE 8
                              TERMINATION OF TRUST

         SECTION 8.01. Termination of Trust. (a) The Trust shall terminate upon
the earliest to occur of the following:

          (i)   the bankruptcy of the Holder of the Common Securities or
         the Sponsor;

         (ii) the filing of a certificate of dissolution or its equivalent with
         respect to the Holder of the Common Securities or the Sponsor; the
         filing of a certificate of cancellation with respect to the Trust or
         the revocation of the charter of the Holder of the Common Securities or
         the Sponsor and the expiration of 90 days after the date of revocation
         without a reinstatement thereof;

        (iii)   the entry of a decree of judicial dissolution of the Holder of
         the Common Securities, the Sponsor or the Trust;

         (iv) all of the Securities shall have been called for redemption and
         the amounts necessary for redemption thereof shall have been paid to
         the Holders in accordance with the terms of the Securities;

          (v) the occurrence and continuation of a Tax Event pursuant to which
         the Trust shall have been dissolved in accordance with the terms of the
         Securities and all of the Debentures endorsed thereon shall have been
         distributed to the Holders of Securities in exchange for all of the
         Securities; or

         (vi) the expiration of the term of the Trust on forty (40) years from
         the date of its formation.

          (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.01(a)), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

          (c) The provisions of Section 3.09 and Article 10 shall survive the
termination of the Trust.




                                       35

<PAGE>






                                    ARTICLE 9
                              TRANSFER AND EXCHANGE

         SECTION 9.01. General. (a) Where Preferred Securities are presented to
the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal number of Preferred Securities represented by
different certificates, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trust shall issue and the Property
Trustee shall authenticate Preferred Securities at the Registrar's request.

          (b) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

         Subject to this Article 9, the Sponsor and any Related Party may only
transfer Common Securities to the Sponsor or a Related Party of the Sponsor;
provided that, any such transfer is subject to the condition precedent that the
transferor obtain the written opinion of nationally recognized independent
counsel experienced in such matters that such transfer would not cause more than
an insubstantial risk that:

          (i)   the Trust would not be classified for United States federal
         income tax purposes as a grantor trust; and

         (ii) the Trust would be an Investment Company or the transferee would
         become an Investment Company.

          (c) The Regular Trustees shall provide for the registration of
Securities and of transfers of Securities, which will be effected without charge
but only upon payment (with such indemnity as the Regular Trustees may require)
in respect of any tax or other governmental charges that may be imposed in
relation to it. Upon surrender for registration of transfer of any Securities,
the Regular Trustees shall cause one or more new Securities to be issued in the
name of the designated transferee or transferees. Every Security surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such Holder's attorney duly authorized in writing. Each Security
surrendered for registration of transfer shall be canceled by the Regular
Trustees. A transferee of a Security shall be entitled to




                                       36

<PAGE>



the rights and subject to the obligations of a Holder hereunder upon the receipt
by such transferee of a Security. By acceptance of a Security, each transferee
shall be deemed to have agreed to be bound by this Declaration.

          (d) The Trust shall not be required (i) to issue, register the
transfer of, or exchange, Preferred Securities during a period beginning at the
opening of business 15 days before the day of any selection of Preferred
Securities for redemption set forth in the terms and ending at the close of
business on the day of selection, or (ii) to register the transfer or exchange
of any Preferred Security so selected for redemption in whole or in part, except
the unredeemed portion of any Preferred Security being redeemed in part.

         SECTION 9.02. Transfer of Certificates. The Regular Trustees shall
provide for the registration of Certificates and of transfers of Certificates,
which will be effected without charge but only upon payment (with such indemnity
as the Regular Trustees may require) in respect of any tax or other government
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Certificate, the Regular Trustees shall cause one or more new
Certificates to be issued in the name of the designated transferee or
transferees. Every Certificate surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to the
Regular Trustees duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each Certificate surrendered for registration of transfer
shall be cancelled by the Regular Trustees. A transferee of a Certificate shall
be entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Certificate. By acceptance of a
Certificate, each transferee shall be deemed to have agreed to be bound by this
Declaration.

         SECTION 9.03. Deemed Security Holders. The Trustees may treat the
Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust, the Property Trustee, the Registrar or an
co-registrar shall have actual or other notice thereof.

         SECTION 9.04.  Book Entry Interests.  Unless otherwise specified in the
terms of the Preferred Securities, the Preferred Securities Certificates, on
original issuance, will be issued in the form of one or more, fully registered,
global Preferred Security Certificates (each a "Global Certificate"), to be
delivered to the Depositary, the initial Clearing Agency, by, or on behalf of,
the Trust. Such




                                       37

<PAGE>



Global Certificates shall initially be registered on the books and records of
the Trust in the name of Cede & Co., the nominee of the Depositary, and no
Preferred Security Beneficial Owner will receive a Definitive Preferred Security
Certificate representing such Preferred Security Beneficial Owner's interests in
such Global Certificates, except as provided in Section 9.07 . Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.07:

          (a)   the provisions of this Section 9.04 shall be in full force and
effect;

          (b) the Trust and the Trustees shall be entitled to deal with the
Depositary for all purposes of this Declaration (including the payment of
Distributions on the relevant Global Certificates and receiving approvals, votes
or consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

          (c) to the extent that the provisions of this Section 9.04 conflict
with any other provisions of this Declaration, the provisions of this Section
9.04 shall control; and

          (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Depositary and shall be limited to those established
by law and agreements between such Preferred Security Beneficial Owners and the
Depositary and/or the Participants and receive and transmit payments of
Distributions on the Global Certificates to such Participants. The Depositary
will make book entry transfers among the Participants.

         SECTION 9.05. Notices to Clearing Agency. Whenever a notice or other
communication to the Preferred Security Holders is required under this
Declaration, unless and until Definitive Preferred Security Certificates shall
have been issued to the Preferred Security Beneficial Owners pursuant to Section
9.07, the Regular Trustees shall give all such notices and communications
specified herein to be given to the Preferred Security Holders to the
Depositary, and shall have no notice obligations to the Preferred Security
Beneficial Owners.

         SECTION 9.06. Appointment of Successor Clearing Agency. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Preferred Securities, the Regular Trustees may, in their sole discretion,
appoint a successor Clearing Agency with respect to such Preferred Securities.




                                       38

<PAGE>



         SECTION 9.07.  Definitive Preferred Security Certificates.  If:

         (a) a Clearing Agency notifies the Sponsor and the Trust that it elects
to discontinue its services as securities depositary with respect to the
Preferred Securities or if at any time such Clearing Agency ceases to be a
"clearing agency" registered under the Exchange Act and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.06; or

          (b) the Regular Trustees elect after consultation with the Sponsor and
the Trust to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities; or

          (c)   an Event of Default has occurred and is continuing, then:

          (d) Definitive Preferred Security Certificates shall be prepared by
the Regular Trustees on behalf of the Trust with respect to such Preferred
Securities; and

          (e) Upon surrender of the Global Certificates by the Clearing Agency,
accompanied by registration instructions, the Regular Trustees shall cause
Definitive Preferred Security Certificates to be delivered to Preferred Security
Beneficial Owners in accordance with the instructions of the Clearing Agency.
Neither the Trustees nor the Trust shall be liable for any delay in delivery of
such instructions and each of them may conclusively rely on and shall be
protected in relying on, said instructions of the Clearing Agency. The
Definitive Preferred Security Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

         SECTION 9.08.  Mutilated, Destroyed, Lost or Stolen Certificates.  If:

          (a) any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

          (b) there shall be delivered to the Regular Trustees such security or
indemnity as may be required by them to keep each of them harmless,





                                       39

<PAGE>



then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.08, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section 9.08 shall constitute conclusive
evidence of an ownership interest in the relevant Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


                                   ARTICLE 10
      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         SECTION 10.01.  Liability.  (a)  Except as expressly set forth in this
Declaration, the Preferred Securities Guarantee, the Common Securities
Guarantee and the terms of the Securities the Sponsor shall not be:

               (i) personally liable for the return of any portion of the
          capital contributions (or any return thereon) of the Holders of the
          Securities which shall be made solely from assets of the Trust; and

               (ii) be required to pay to the Trust or to any Holder of
          Securities any deficit upon dissolution of the Trust or otherwise.

          (b) The Holder of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

          (c) Pursuant to ss. 3803(a) of the Statutory Trust Act, the Holders of
the Preferred Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

         SECTION 10.02. Exculpation. (a) No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith on behalf of the
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's gross




                                               40

<PAGE>



negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

          (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

         SECTION 10.03. Fiduciary Duty. (a) To the extent that, at law or in
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.

          (b)   Unless otherwise expressly provided herein:

               (i) whenever a conflict of interest exists or arises between an
          Indemnified Person and any Covered Person; or

               (ii) whenever this Declaration or any other agreement
          contemplated herein or therein provides that an Indemnified Person
          shall act in a manner that is, or provides terms that are, fair and
          reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein




                                       41

<PAGE>



or of any duty or obligation of the Indemnified Person at law or in equity or
otherwise.

          (c)   Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision

               (i) in its "discretion" or under a grant of similar authority,
          the Indemnified Person shall be entitled to consider such interests
          and factors as it desires, including its own interests, and shall have
          no duty or obligation to give any consideration to any interest of or
          factors affecting the Trust or any other Person; or

               (ii) in its "good faith" or under another express standard, the
          Indemnified Person shall act under such express standard and shall not
          be subject to any other or different standard imposed by this
          Declaration or by applicable law.

         SECTION 10.04. Indemnification. (a) To the fullest extent permitted by
applicable law, the Sponsor shall indemnify and hold harmless each Indemnified
Person from and against any loss, damage, liability, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by such Indemnified Person by
reason of the creation, operation or termination of the Trust or any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by this
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of gross negligence (or, in the case of the Property Trustee,
negligence) or willful misconduct with respect to such acts or omissions.

          (b) To the fullest extent permitted by applicable law, expenses
(including legal fees and expenses) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Sponsor prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by the Sponsor of an undertaking
by or on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in Section 10.03(a). The indemnification shall survive the
termination of this Declaration.

         SECTION 10.05.  Outside Businesses. Any Covered Person, the Sponsor,
the Delaware Trustee and the Property Trustee may engage in or possess an
interest in other business ventures of any nature or description, independently
or




                                       42

<PAGE>



with others, similar or dissimilar to the business of the Trust, and the Trust
and the Holders of Securities shall have no rights by virtue of this Declaration
in and to such independent ventures or the income or profits derived therefrom
and the pursuit of any such venture, even if competitive with the business of
the Trust, shall not be deemed wrongful or improper. No Covered Person, the
Sponsor, the Delaware Trustee, or the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and
the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.



                                   ARTICLE 11
                                   ACCOUNTING

         SECTION 11.01.  Fiscal Year.  The fiscal year ("Fiscal Year") of the
Trust shall be the calendar year, or such other year as is required by the Code.

         SECTION 11.02. Certain Accounting Matters. (a) At all times during the
existence of the Trust, the Regular Trustees shall keep, or cause to be kept,
full books of account, records and supporting documents, which shall reflect in
reasonable detail, each transaction of the Trust. The books of account shall be
maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. The Trust shall use the
accrual method of accounting for United States federal income tax purposes. The
books of account and the records of the Trust shall be examined by and reported
upon as of the end of each Fiscal Year by a firm of independent certified public
accountants selected by the Regular Trustees.

          (b) The Regular Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss;



                                       43

<PAGE>



          (c) The Regular Trustees shall cause to be duly prepared and delivered
to each of the Holders of Securities, any annual United States federal income
tax information statement, required by the Code, containing such information
with regard to the Securities held by each Holder as is required by the Code and
the Treasury Regulations. Notwithstanding any right under the Code to deliver
any such statement at a later date, the Regular Trustees shall endeavor to
deliver all such statements within 30 days after the end of each Fiscal Year of
the Trust.

          (d) The Regular Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States federal income
tax return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

         SECTION 11.03. Banking. The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Debentures held by the Property
Trustee shall be made directly to the Property Trustee Account and no other
funds of the Trust shall be deposited in the Property Trustee Account. The sole
signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Property Trustee shall designate the signatories for
the Property Trustee Account.

         SECTION 11.04. Withholding. The Trust and the Regular Trustees shall
comply with all withholding requirements under United States federal, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Regular Trustee
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder. In the event of any claimed over withholding, Holders shall be limited
to an action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made to any Holder, the
Trust may reduce subsequent Distributions to such Holder by the amount of such
withholding.






                                       44

<PAGE>



                                   ARTICLE 12
                             AMENDMENTS AND MEETINGS

         SECTION 12.01.   Amendments.  (a)  Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by:

               (i) the Regular Trustees (or, if there are more than two Regular
          Trustees a majority of the Regular Trustees);

               (ii) if the amendment affects the rights, powers, duties,
          obligations or immunities of the Property Trustee, the Property
          Trustee; and

               (iii) if the amendment affects the rights, powers, duties,
          obligations or immunities of the Delaware Trustee, the Delaware
          Trustee;

          (b)   no amendment shall be made, and any such purported amendment
shall be void and ineffective:

               (i) unless, in the case of any proposed amendment, the Property
          Trustee shall have first received an Officers' Certificate from each
          of the Trust and the Sponsor that such amendment is permitted by, and
          conforms to, the terms of this Declaration (including the terms of the
          Securities);

               (ii) unless, in the case of any proposed amendment which affects
          the rights, powers, duties, obligations or immunities of the Property
          Trustee, the Property Trustee shall have first received:

                         (A) an Officers' Certificate from each of the Trust and
                    the Sponsor that such amendment is permitted by, and
                    conforms to, the terms of this Declaration (including the
                    terms of the Securities); and

                         (B) an opinion of counsel (who may be counsel to the
                    Sponsor or the Trust) that such amendment is permitted by,
                    and conforms to, the terms of this Declaration (including
                    the terms of the Securities); and

               (iii) to the extent the result of such amendment would be to:





                                       45

<PAGE>



                         (A) cause the Trust to fail to continue to be
                    classified for purposes of United States federal income
                    taxation as a grantor trust;

                         (B) reduce or otherwise adversely affect the powers of
                    the Property Trustee in contravention of the Trust Indenture
                    Act; or

                         (C) cause the Trust to be deemed to be an Investment
                    Company required to be registered under the Investment
                    Company Act;

          (c) at such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder of Securities may be effected only with such
additional requirements as may be set forth in the terms of such Securities;

          (d)   Section 9.01(c) and this Section 12.01 shall not be amended
without the consent of all of the Holders of the Securities;

          (e)   Article 4 shall not be amended without the consent of the
Holders of a Majority in liquidation preference of the Common Securities and;

          (f) the rights of the holders of the Common Securities under Article 5
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation
preference of the Common Securities; and

          (g) notwithstanding Section 12.01(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

               (i) cure any ambiguity;

               (ii) correct or supplement any provision in this Declaration that
          may be defective or inconsistent with any other provision of this
          Declaration;

               (iii) add to the covenants, restrictions or obligations of the
          Sponsor; and

               (iv) conform to any change in Rule 3a-5 or written change in
          interpretation or application of Rule 3a-5 by any legislative body,
          court, government agency or regulatory authority which amendment does
          not




                                       46

<PAGE>



          have a material adverse effect on the rights, preferences or
          privileges of the Holders.

         SECTION 12.02. Meetings of the Holders of Securities; Action by Written
Consent. (a) Meetings of the Holders of any class of Securities may be called at
any time by the Regular Trustees (or as provided in the terms of the Securities)
to consider and act on any matter on which Holders of such class of Securities
are entitled to act under the terms of this Declaration, the terms of the
Securities or the rules of any stock exchange on which the Preferred Securities
are listed or admitted for trading. The Regular Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of at least 10% in
liquidation preference of such class of Securities. Such direction shall be
given by delivering to the Regular Trustees one or more requests in a writing
stating that the signing Holders of Securities wish to call a meeting and
indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Securities exercising the right to call a
meeting and only those Securities represented by the Certificates so specified
shall be counted for purposes of determining whether the required percentage set
forth in the second sentence of this paragraph has been met.

          (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

               (i) notice of any such meeting shall be given to all the Holders
          of Securities having a right to vote thereat at least 7 days and not
          more than 60 days before the date of such meeting. Whenever a vote,
          consent or approval of the Holders of Securities is permitted or
          required under this Declaration or the rules of any stock exchange on
          which the Preferred Securities are listed or admitted for trading,
          such vote, consent or approval may be given at a meeting of the
          Holders of Securities. Any action that may be taken at a meeting of
          the Holders of Securities may be taken without a meeting if a consent
          in writing setting forth the action so taken is signed by the Holders
          of Securities owning not less than the minimum aggregate liquidation
          preference of Securities that would be necessary to authorize or take
          such action at a meeting at which all Holders of Securities having a
          right to vote thereon were present and voting. Prompt notice of the
          taking of action without a meeting shall be given to the Holders of
          Securities entitled to vote who have not consented in writing. The
          Regular Trustees may specify that any written ballot submitted to the
          Security Holders for the purpose of taking any action without a
          meeting




                                       47

<PAGE>



         shall be returned to the Trust within the time specified by the Regular
         Trustees;

               (ii) each Holder of a Security may authorize any Person to act
          for it by proxy on all matters in which a Holder of Securities is
          entitled to participate, including waiving notice of any meeting, or
          voting or participating at a meeting. No proxy shall be valid after
          the expiration of 11 months from the date thereof unless otherwise
          provided in the proxy. Every proxy shall be revocable at the pleasure
          of the Holder of Securities executing it. Except as otherwise provided
          herein, all matters relating to the giving, voting or validity of
          proxies shall be governed by the General Corporation Law of the State
          of Delaware relating to proxies, and judicial interpretations
          thereunder, as if the Trust were a Delaware corporation and the
          Holders of the Securities were stockholders of a Delaware corporation;

               (iii) each meeting of the Holders of the Securities shall be
          conducted by the Regular Trustees or by such other Person that the
          Regular Trustees may designate; and

               (iv) unless the Statutory Trust Act, this Declaration, the terms
          of the Securities, the Trust Indenture Act or the listing rules of any
          stock exchange on which the Preferred Securities are then listed or
          trading, provide otherwise, the Regular Trustees, in their sole
          discretion, shall establish all other provisions relating to meetings
          of Holders of Securities, including notice of the time, place or
          purpose of any meeting at which any matter is to be voted on by any
          Holders of Securities, waiver of any such notice, action by consent
          without a meeting, the establishment of a record date, quorum
          requirements, voting in person or by proxy or any other matter with
          respect to the exercise of any such right to vote.



                                   ARTICLE 13
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

         SECTION 13.01. Representations and Warranties of Property Trustee. The
Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration and at the time of
Closing, and each Successor Property Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Property Trustee's acceptance
of its appointment as Property Trustee that:




                                       48

<PAGE>



          (a) The Property Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with corporate power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
the Declaration.

          (b) The execution, delivery and performance by the Property Trustee of
the Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property Trustee, and constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law).

          (c) The execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the
certificate of incorporation or By-laws of the Property Trustee.

          (d) At the Closing Date, the Property Trustee will have valid
ownership interest in the Debentures for the benefit of the holders of the
Securities in each case free from liens, encumbrances and defects.

          (e) No consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Property Trustee, of the Declaration.

         SECTION 13.02. Representations and Warranties of Delaware Trustee. The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration and at the time of
Closing, and each Successor Delaware Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Property Trustee's acceptance
of its appointment as Delaware Trustee that:

          (a) The Delaware Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with corporate power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
the Declaration.

          (b)   The execution, delivery and performance by the Delaware Trustee
of the Declaration has been duly authorized by all necessary corporate action
on the




                                       49

<PAGE>



part of the Delaware Trustee. The Declaration has been duly executed and
delivered by the Delaware Trustee, and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law).

          (c) The execution, delivery and performance of the Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the
certificate of incorporation or By-laws of the Delaware Trustee.

          (d) No consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of the Declaration.

          (e) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

          (f) The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration. The Declaration
under Delaware law constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law).



                                   ARTICLE 14
                                   [RESERVED]

         SECTION 14.01.   [Reserved].



                                       50

<PAGE>



                                   ARTICLE 15
                                  MISCELLANEOUS

         SECTION 15.01. Notices. All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

          (a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders of the Securities):

                  c/o International Paper Company
                  400 Atlantic Street
                  Stamford, Connecticut 06921
                  Attention: Barbara L. Smithers

         (b) if given to the Property Trustee, at the mailing address set forth
below (or such other address as the Property Trustee may give notice of to the
Holders of the Securities):

                  [Property Trustee]
                  [address]
                  Attention: [Corporate Trust Trustee Administration]

          (c) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):

                  International Paper Company
                  400 Atlantic Street
                  Stamford, Connecticut 06921
                  Attention: Office of the Treasurer

          (d) if given to any other Holder, at the address set forth on the
books and records of the Trust or the Registrar, as applicable.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.




                                       51

<PAGE>



         SECTION 15.02. Governing Law. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

         SECTION 15.03. Intention of the Parties. It is the intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Declaration shall be
interpreted to further this intention of the parties.

         SECTION 15.04.  Headings.  Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

         SECTION 15.05. Successors and Assigns. Whenever in this Declaration any
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

         SECTION 15.06. Partial Enforceability. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         SECTION 15.07. Counterparts. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.






                                       52

<PAGE>



         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                                      [________________________________________]
                                      as Trustee


                                      [________________________________________]
                                      as Trustee


                                      [________________________________________]
                                      as Trustee


                                      __________________________________________


                                      [DELAWARE TRUSTEE],
                                      as Delaware Trustee


                                      By:_______________________________________
                                         Name:
                                         Title:


                                      [PROPERTY TRUSTEE], as
                                      Property Trustee


                                      By:_______________________________________
                                         Name:
                                         Title:


                                      INTERNATIONAL PAPER
                                      COMPANY as Sponsor


                                      By:_______________________________________
                                         Name:
                                         Title:




                                       53

<PAGE>



                                     ANNEX I

                                    TERMS OF
                           [___]% PREFERRED SECURITIES
                            [___] % COMMON SECURITIES

         Pursuant to Section 7.01 of the Amended and Restated Declaration of
Trust, dated as of [Date] (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as defined in
the Prospectus Supplement referred to below):

  1.   Designation and Number.

          (a)  "Preferred Securities." [_______] Preferred Securities of the
               Trust with an aggregate liquidation preference with respect to
               the assets of the Trust of [__________] Dollars ($[_________])[,
               plus up to an additional [______________] Preferred Securities of
               the Trust with an aggregate liquidation preference with respect
               to the assets of the Trust of [______________] Dollars
               ($[________]) solely to cover over-allotments, as provided for in
               the underwriting agreement (the "Additional Preferred
               Securities"),] and a liquidation preference with respect to the
               assets of the Trust of $[ ] per Preferred Security, are hereby
               designated for the purposes of identification only as "[___]%
               Preferred Securities (liquidation preference $[__] per Preferred
               Security)" (the "Preferred Securities"). The Preferred Security
               Certificates evidencing the Preferred Securities shall be
               substantially in the form attached hereto as Exhibit A-1, with
               such changes and additions thereto or deletions therefrom as may
               be required by ordinary usage, custom or practice or to conform
               to the rules of any stock exchange or other organization on which
               the Preferred Securities are listed.

          (b)  "Common Securities." [_____] Common Securities of the Trust with
               an aggregate liquidation preference with respect to the assets of
               the Trust of [_______________________] Dollars ($[________])[,
               plus up to an additional [____] Common Securities of the Trust
               with an aggregate liquidation preference with respect to the
               assets of the Trust of [____________________] Dollars
               ($[_______]) to meet the capital requirements of the Trust in the
               event of an issuance of Additional Preferred Securities,] and a
               liquidation amount with




<PAGE>



                respect to the assets of the Trust of $[__] per Common Security,
                are hereby designated for the purposes of identification only as
                "[___]% Common Securities (liquidation amount $[__] per Common
                Security)" (the "Common Securities"). The Common Security
                Certificates evidencing the Common Securities shall be
                substantially in the form attached hereto as Exhibit A-2, with
                such changes and additions thereto or deletions therefrom as may
                be required by ordinary usage, custom or practice.

  2.   Distributions.

          (a)  Distributions payable on each Security will be fixed at a rate
               per annum of [___]% (the "Coupon Rate") of the stated liquidation
               amount of $[__] per Security, such rate being the rate of
               interest payable on the Debentures to be held by the Property
               Trustee. Distributions in arrears for more than one [semi-annual
               period] [quarter] will bear interest thereon compounded
               [semi-annually] [quarterly] at the Coupon Rate (to the extent
               permitted by applicable law). The term "Distributions" as used
               herein includes such cash distributions and any such interest
               payable unless otherwise stated. A Distribution is payable only
               to the extent that payments are made in respect of the Debentures
               held by the Property Trustee and to the extent the Property
               Trustee has funds available therefor. The amount of Distributions
               payable for any period will be computed for any full
               [semi-annually] [quarterly] Distribution period on the basis of a
               360- day year of twelve 30-day months, and for any period shorter
               than a full [semi-annually] [quarterly] Distribution period for
               which Distributions are computed, Distributions will be computed
               on the basis of the actual number of days elapsed per 30-day
               month.

          (b)  Distributions on the Securities will be cumulative, will accrue
               from the date of original issuance and will be payable
               [semi-annually] [quarterly] in arrears, on the following dates,
               which dates correspond to the interest payment dates on the
               Debentures: [_________], of each year, commencing on
               [________________], except as otherwise described below. The
               Debenture Issuer has the right under the Indenture to defer
               payments of interest by extending the interest payment period
               from time to time on the Debentures for a period not exceeding
               [_________] consecutive [semi-annual periods] [quarters] (each an
               "Extension Period") and, as a consequence of such deferral,
               Distributions will also be deferred. Despite such deferral,
               [semi-annually] [quarterly] Distributions will continue to accrue
               with interest thereon (to the extent permitted by applicable law)
               at the




                                       I-2

<PAGE>



                Coupon Rate compounded [semi-annually] [quarterly] during any
                such Extension Period. Prior to the termination of any such
                Extension Period, the Debenture Issuer may further extend such
                Extension Period; provided that such Extension Period together
                with all such previous and further extensions thereof may not
                exceed [_________] consecutive [semi-annual periods] [quarters].
                Payments of accrued Distributions will be payable to Holders as
                they appear on the books and records of the Trust on the first
                record date after the end of the Extension Period. Upon the
                termination of any Extension Period and the payment of all
                amounts then due, the Debenture Issuer may commence a new
                Extension Period, subject to the above requirements.

          (c)  Distributions on the Securities will be payable to the Holders
               thereof as they appear on the books and records of the Trust on
               the relevant record dates. The relevant record dates shall be 15
               days prior to the relevant payment dates, except as otherwise
               described in this Annex I to the Declaration. Subject to any
               applicable laws and regulations and the provisions of the
               Declaration, each such payment in respect of Preferred Securities
               being held in book-entry form through The Depository Trust
               Company (the "Depositary") will be made as described under the
               heading ["Description of the Preferred Securities -- Book-Entry
               Only Issuance-- The Depository Trust Company"] in the Prospectus
               Supplement. The relevant record dates for the Common Securities
               shall be the same record dates as for the Preferred Securities.
               Distributions payable on any Securities that are not punctually
               paid on any Distribution payment date, as a result of the
               Debenture Issuer having failed to make a payment under the
               Debentures, will cease to be payable to the Person in whose name
               such Securities are registered on the relevant record date, and
               such defaulted Distribution will instead be payable to the Person
               in whose name such Securities are registered on the special
               record date or other specified date determined in accordance with
               the Indenture. If any date on which Distributions are payable on
               the Securities is not a Business Day, then payment of the
               Distribution payable on such date will be made on the next
               succeeding day that is a Business Day (and without any interest
               or other payment in respect of any such delay) except that, if
               such Business Day is in the next succeeding calendar year, such
               payment shall be made on the immediately preceding Business Day,
               in each case with the same force and effect as if made on such
               date.





                                       I-3

<PAGE>



          (d)  In the event that there is any money or other property held by or
               for the Trust that is not accounted for hereunder, such property
               shall be distributed Pro Rata (as defined herein) among the
               Holders of the Securities.

          3.   Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors of the trust an amount
equal to the aggregate of the stated liquidation preference of $[__] per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with
such dissolution, winding-up or termination, Debentures in an aggregate
principal amount equal to the aggregate stated liquidation preference of such
Securities, with an interest rate equal to the Coupon Rate of, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Securities, shall be distributed on a Pro Rata basis to
the Holders of the Securities in exchange for such Securities.

         If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis in accordance with
paragraph 9 hereof.

          4.   Redemption and Distribution.

          (a)  Upon the repayment or payment of the Debentures in whole or in
               part, whether at maturity or upon redemption or otherwise, the
               proceeds from such repayment or redemption shall be
               simultaneously applied to redeem Securities having an aggregate
               liquidation preference equal to the aggregate principal amount of
               the Debentures so repaid or redeemed at a redemption price of
               $[__] per Security together with accrued and unpaid Distributions
               thereon through the date of the redemption, payable in cash (the
               "Redemption Price"). Holders will be given not less than 30 nor
               more than 60 days' notice of such redemption. Upon the repayment
               of the Debentures at maturity or upon any acceleration, earlier
               redemption or otherwise, the proceeds from such repayment will be
               applied to redeem the




                                               I-4

<PAGE>



               Securities, in whole, upon not less than 30 nor more than 60
               days' notice.

          (b)  If fewer than all the outstanding Securities are to be so
               redeemed, the Common Securities and the Preferred Securities will
               be redeemed Pro Rata and the Preferred Securities to be redeemed
               will be as described in Paragraph 4(e)(ii) below.

          (c)  If, at any time, a Tax Event shall occur and be continuing the
               Sponsor shall cause the Regular Trustees to liquidate the Trust
               and, after satisfaction of creditors of the Trust, cause
               Debentures to be distributed to the Holders of the Securities in
               liquidation of the Trust within 90 days following the occurrence
               of such Tax Event (the "90 Day Period"); provided, however, that
               such liquidation and distribution shall be conditioned on (i) the
               Regular Trustees' receipt of an opinion of a nationally
               recognized independent tax counsel (reasonably acceptable to the
               Regular Trustees) experienced in such matters (a "No Recognition
               Opinion"), which opinion may rely on published revenue rulings of
               the Internal Revenue Service, to the effect that the Holders of
               the Securities will not recognize any income, gain or loss for
               United States Federal income tax purposes as a result of such
               liquidation and distribution of Debentures, and (ii) the Sponsor
               being unable to avoid such Tax Event within such 90 Day Period by
               taking some ministerial action or pursuing some other reasonable
               measure that, in the sole judgment of the Sponsor, will have no
               adverse effect on the Trust, the Sponsor or the Holders of the
               Securities and will involve no material cost ("Ministerial
               Action").

                           If (i) the Debenture Issuer has received an opinion
                (a "Redemption Tax Opinion") of a nationally recognized
                independent tax counsel (reasonably acceptable to the Regular
                Trustees) experienced in such matters that, as a result of a Tax
                Event, there is more than an insubstantial risk that the
                Debenture Issuer would be precluded from deducting the interest
                on the Debentures for United States Federal income tax purposes,
                even after the Debentures were distributed to the Holders of
                Securities upon liquidation of the Trust as described in this
                paragraph 4(c), or (ii) the Regular Trustees shall have been
                informed by such tax counsel that it cannot deliver a No
                Recognition Opinion, the Debenture Issuer shall have the right,
                upon not less than 30 nor more than 60 days' notice, and within
                90 days following the occurrence of such Tax Event, to redeem
                the Debentures in whole (but not in part) for cash, at the Tax




                                       I-5

<PAGE>



                Event Prepayment Price plus accrued and unpaid interest and,
                following such redemption, all the Securities will be redeemed
                by the Trust at the Tax Event Redemption Price plus accrued and
                unpaid distributions; provided, however, that, if at the time
                there is available to the Debenture Issuer or the Trust the
                opportunity to eliminate, within such 90 Day Period, the Tax
                Event by taking some Ministerial Action, the Trust or the
                Debenture Issuer will pursue such Ministerial Action in lieu of
                redemption.

                           "Adjusted Treasury Rate" means, with respect to any
                prepayment date, the rate per annum equal to the [semi-annual]
                equivalent yield to maturity of the Comparable Treasury Issue,
                assuming a price for the Comparable Treasury Issue (expressed as
                a percentage of its principal amount) equal to the Comparable
                Treasury Price for such prepayment date.

                           "Comparable Treasury Issue" means the United States
                Treasury security selected by the Quotation Agent as having a
                maturity comparable to the remaining term of the Debentures to
                be prepaid that would be utilized, at the time of selection and
                in accordance with customary financial practice, in pricing new
                issues of corporate debt securities of comparable maturity to
                the remaining term of the Debentures.

                           "Comparable Treasury Price" means, with respect to
                any prepayment date, (i) the average of the bid and asked prices
                for the Comparable Treasury Issue (expressed in each case as a
                percentage of its principal amount) on the third Business Day
                preceding such prepayment date, as set forth in the daily
                statistical release (or any successor release) published by the
                Federal Reserve Bank of New York and designated "Composite 3:30
                p.m. Quotations for U.S. Government Securities" or (ii) if such
                release (or any successor release) is not published or does not
                contain such prices on such Business Day, (A) the average of the
                Reference Treasury Dealer Quotations for such prepayment date,
                after excluding the highest and lowest such Reference Treasury
                Dealer Quotations, or (B) if the Debenture Trustee obtains fewer
                than three such Reference Treasury Dealer quotations, the
                average of all such Quotations.

                           "Quotation Agent" means the Reference Treasury Dealer
                appointed by the Debenture Issuer.





                                       I-6

<PAGE>



                           "Reference Treasury Dealer" means a nationally
                recognized U.S. Government securities dealer in New York City
                selected by the Debenture Issuer.

                           "Reference Treasury Dealer Quotations" means, with
                respect to each Reference Treasury Dealer and any prepayment
                date, the average, as determined by the Debenture Trustee, of
                the bid and asked prices for the Comparable Treasury Issue
                (expressed in each case as a percentage of its principal amount)
                quoted in writing to the Debenture Trustee by such Reference
                Treasury Dealer at 5:00 p.m., New York City time, on the third
                Business Day preceding such repayment date.

                           "Tax Event" means that the Sponsor shall have
                received an opinion of a nationally recognized independent tax
                counsel (reasonably acceptable to the Regular Trustees)
                experienced in such matters (a "Dissolution Tax Opinion") to the
                effect that as a result of (a) any amendment to, or change
                (including any announced prospective change) in, the laws (or
                any regulations thereunder) of the United States or any
                political subdivision or taxing authority therefor or therein,
                or (b) any amendment to, or change in, an interpretation or
                application of any such laws or regulations by any legislative
                body, court, governmental agency or regulatory authority
                (including the enactment of any legislation and the publication
                of any judicial decision or regulatory determination on or after
                the date of the Prospectus Supplement), which amendment or
                change is effective or which interpretation or pronouncement is
                announced on or after the date of the Prospectus Supplement,
                there is more than an insubstantial risk that (i) the Trust is
                or will be subject to United States Federal income tax with
                respect to interest received on the Debentures, (ii) interest
                payable by the Debenture Issuer to the Trust on the Debentures
                is not or will not be deductible by the Debenture Issuer for
                United States Federal income tax purposes, or (iii) the Trust
                is, or will be within 90 days of the date thereof, subject to
                more than a de minimis amount of taxes, duties, assessments or
                other governmental charges.

                           "Tax Event Prepayment Price" means a prepayment price
                equal to the greater of (1) 100% of the principal amount thereof
                or (2) the sum, as determined by a Quotation Agent, of the
                present values of the remaining scheduled payments of principal
                and interest (after giving effect to payment of accrued interest
                to the date of prepayment on the Debentures after the prepayment
                date), discounted




                                       I-7

<PAGE>



                to the prepayment date on a [semi-annual] basis at the Adjusted
                Treasury Rate plus basis points if prepaid on or prior to , and
                basis points if prepaid thereafter, plus, in any case, accrued
                and unpaid interest to the prepayment date.

                           "Tax Event Redemption Price" means the redemption
                price equal to the Tax Event Prepayment Price upon an optional
                prepayment by the Debenture Issuer of the Debentures upon the
                occurrence and continuation of a Tax Event.

                           If an Investment Company Event (as hereinafter
                defined) shall occur and be continuing, the Sponsor shall cause
                the Regular Trustees to liquidate the Trust and cause the
                Debentures to be distributed to the Holders of the Securities in
                liquidation of the Trust within 90 days following the occurrence
                of such Investment Company Event.

                           "Investment Company Event" means the occurrence of a
                change in law or regulation or a written change in
                interpretation or application of law or regulation by any
                legislative body, court, governmental agency or regulatory
                authority (a "Change in 1940 Act Law"), to the effect that the
                Trust is or will be considered an "investment company" which is
                required to be registered under the United States Investment
                Company Act, as amended, which Change in 1940 Act Law becomes
                effective on or after the date of the Prospectus Supplement.

                           After the date fixed for any distribution of
                Debentures: (i) the Securities will no longer be deemed to be
                outstanding, (ii) the Depositary or its nominee (or any
                successor Clearing Agency or its nominee), as record Holder of
                Preferred Securities represented by global certificates, will
                receive a registered global certificate or certificates
                representing the Debentures to be delivered upon such
                distribution and (iii) any certificates representing Securities,
                except for certificates representing Preferred Securities held
                by the Depositary or its nominee (or any successor Clearing
                Agency or its nominee), will be deemed to represent Debentures
                having an aggregate principal preference equal to the aggregate
                stated liquidation preference of such Securities, with accrued
                and unpaid interest equal to accrued and unpaid Distributions on
                such Securities until such certificates are presented to the
                Debenture Issuer or its agent for transfer or reissuance.





                                       I-8

<PAGE>



          (d)  The Securities will not be redeemed unless all accrued and unpaid
               Distributions have been paid on all Securities for all
               [semi-annual] [quarterly] Distribution periods terminating on or
               before the date of redemption.

          (e)  "Redemption or Distribution Procedures."

                    (i)  Notice of any redemption of, or notice of distribution
                         of Debentures in exchange for the Securities (a
                         "Redemption/Distribution Notice") will be given by the
                         Trust by mail to each Holder of Securities to be
                         redeemed or exchanged not fewer than 30 nor more than
                         60 days before the date fixed for redemption or
                         exchange thereof which, in the case of a redemption,
                         will be the date fixed for redemption of the
                         Debentures. For purposes of the calculation of the date
                         of redemption or exchange and the dates on which
                         notices are given pursuant to this paragraph 4(f)(i), a
                         Redemption/Distribution Notice shall be deemed to be
                         given on the day such notice is first mailed by
                         first-class mail, postage prepaid, to Holders of
                         Securities. Each Redemption/Distribution Notice shall
                         be addressed to the Holders of Securities at the
                         address of each such Holder appearing in the books and
                         records of the Trust. No defect in the
                         Redemption/Distribution Notice or in the mailing of
                         either thereof with respect to any Holder shall affect
                         the validity of the redemption or exchange proceedings
                         with respect to any other Holder.

                    (ii) In the event that fewer than all the outstanding
                         Securities are to be redeemed, the Securities to be
                         redeemed shall be redeemed Pro Rata from each Holder of
                         Preferred Securities, it being understood that, in
                         respect of Preferred Securities registered in the name
                         of and held of record by the Depositary (or any
                         successor Clearing Agency) or any nominee, the
                         distribution of the proceeds of such redemption will be
                         made to each Clearing Agency Participant (or Person on
                         whose behalf such nominee holds such securities) in
                         accordance with the procedures applied by such agency
                         or nominee.

                   (iii) If Securities are to be redeemed and the Trust gives a
                         Redemption/Distribution Notice, which notice may only
                         be issued if the Debentures are redeemed as set out in
                         this paragraph 4 (which notice will be irrevocable),
                         then (A) with




                                       I-9

<PAGE>



                         respect to Preferred Securities held in book-entry
                         form, by 12:00 noon, New York City time, on the
                         redemption date, provided that the Debenture Issuer
                         has paid the Property Trustee a sufficient amount of
                         cash in connection with the related redemption or
                         maturity of the Debentures, the Property Trustee will
                         deposit irrevocably with the Depositary (or successor
                         clearing agency) funds sufficient to pay the amount
                         payable on redemption with respect to such Preferred
                         Securities and will give the Depositary irrevocable
                         instructions and authority to pay the amount payable
                         on redemption to the Holders of such Preferred
                         Securities, and (B) with respect to Preferred
                         Securities issued in certificated form and Common
                         Securities, provided that the Debenture Issuer has
                         paid the Property Trustee a sufficient amount of cash
                         in connection with the related redemption or maturity
                         of the Debentures, the Property Trustee will
                         irrevocably deposit with the Paying Agent funds
                         sufficient to pay the amount payable on redemption to
                         the Holders of such Securities upon surrender of their
                         certificates. If a Redemption/Distribution Notice
                         shall have been given and funds deposited as required,
                         then on the date of such deposit, all rights of
                         Holders of such Securities so called for redemption
                         will cease, except the right of the Holders of such
                         Securities to receive the redemption price, but
                         without interest on such redemption price. Neither the
                         Regular Trustees nor the Trust shall be required to
                         register or cause to be registered the transfer of any
                         Securities that have been so called for redemption. If
                         any date fixed for redemption of Securities is not a
                         Business Day, then payment of the amount payable on
                         such date will be made on the next succeeding day that
                         is a Business Day (without any interest or other
                         payment in respect of any such delay) except that, if
                         such Business Day falls in the next calendar year, such
                         payment will be made on the immediately preceding
                         Business Day, in each case with the same force and
                         effect as if made on such date fixed for redemption.
                         If payment of the redemption price in respect of any
                         Securities is improperly withheld or refused and not
                         paid either by the Trust or by the Sponsor as
                         guarantor pursuant to the relevant Securities
                         Guarantee, Distributions on such Securities will
                         continue to accrue at the then applicable rate,
                         from the original redemption date to the date of
                         payment, in which case the actual payment date will be
                         considered the date fixed for redemption for purposes
                         of calculating the amount




                                      I-10

<PAGE>



                         payable upon redemption (other than for purposes of
                         calculating any premium).

                    (iv) Redemption/Distribution Notices shall be sent by the
                         Regular Trustees on behalf of the Trust to (A) in the
                         case of Preferred Securities held in book-entry form,
                         the Depositary and, in the case of Securities held in
                         certificated form, the Holders of such certificates and
                         (B) in respect of the Common Securities, the Holder
                         thereof.

                    (v)  Subject to the foregoing and applicable law (including,
                         without limitation, United States Federal securities
                         laws), the Sponsor or any of its subsidiaries may at
                         any time and from time to time purchase outstanding
                         Preferred Securities by tender, in the open market or
                         by private agreement.

  5.   [RESERVED].

  6.   Voting Rights - Preferred Securities.

          (a)   Except as provided under paragraph 7, in the Statutory Trust Act
                and as otherwise required by law and the Declaration, the
                Holders of the Preferred Securities will have no voting rights.

                Subject to the requirements set forth in this paragraph, the
                Holders of a majority in liquidation preference of the Preferred
                Securities, voting separately as a class may direct the time,
                method, and place of conducting any proceeding for any remedy
                available to the Property Trustee, or direct the exercise of any
                trust or power conferred upon the Property Trustee under the
                Declaration, including the right to direct the Property Trustee,
                as holder of the Debentures, to (i) exercise the remedies
                available under the Indenture with respect to the Debentures,
                (ii) waive any past default and its consequences that is
                waivable under Section 5.13 of the Indenture, or (iii) exercise
                any right to rescind or annul a declaration that the principal
                of all the Debentures shall be due and payable, provided,
                however, that, where a consent under the Indenture would require
                the consent or act of the Holders of greater than a majority of
                the Holders in principal amount of Debentures affected thereby
                (a "Super Majority"), the Property Trustee may only give such
                consent or take such action at the direction of the Holders of
                at least the proportion in liquidation preference of the
                Preferred Securities which the relevant Super Majority
                represents of the aggregate principal amount of the




                                      I-11

<PAGE>



                Debentures outstanding. The Property Trustee shall not revoke
                any action previously authorized or approved by a vote of the
                Holders of the Preferred Securities. Other than with respect to
                directing the time, method and place of conducting any remedy
                available to the Property Trustee or the Debenture Trustee as
                set forth above, the Property Trustee shall not take any action
                in accordance with the directions of the Holders of the
                Preferred Securities under this paragraph unless the Property
                Trustee has obtained an opinion of tax counsel to the effect
                that, as a result of such action, the Trust will not fail to be
                classified as a grantor trust or partnership for United States
                Federal income tax purposes. If the Property Trustee fails to
                enforce its rights, as holder of the Debentures, under the
                Indenture, any Holder of Preferred Securities may, after a
                period of 30 days has elapsed from such Holder's written request
                to the Property Trustee to enforce such rights, institute a
                legal proceeding directly against the Debenture Issuer, to
                enforce the rights of the Property Trustee, as holder of the
                Debentures, under the Indenture, without first instituting any
                legal proceeding against the Property Trustee or any other
                Person.

                Notwithstanding the foregoing, in the event the Debenture Issuer
                shall fail to make any payment on the Debentures when due,
                holders of the Preferred Securities shall have the right to
                institute a direct action against the Debenture Issuer for
                payment of such amounts. Any required approval or direction of
                Holders of Preferred Securities may be given at a separate
                meeting of Holders of Preferred Securities convened for such
                purpose, at a meeting of all of the Holders of Securities in the
                Trust or pursuant to written consent. The Regular Trustees will
                cause a notice of any meeting at which Holders of Preferred
                Securities are entitled to vote, or of any matter upon which
                action by written consent of such Holders is to be taken, to be
                mailed to each Holder of record of Preferred Securities. Each
                such notice will include a statement setting forth the following
                information: (i) the date of such meeting or the date by which
                such action is to be taken, (ii) a description of any resolution
                proposed for adoption at such meeting on which such Holders are
                entitled to vote or of such matter upon which written consent is
                sought and (iii) instructions for the delivery of proxies or
                consents.

                No vote or consent of the Holders of the Preferred Securities
                will be required for the Trust to redeem and cancel Preferred
                Securities or to distribute the Debentures in accordance with
                the Declaration and the terms of the Securities.




                                      I-12

<PAGE>




                Notwithstanding that Holders of Preferred Securities are
                entitled to vote or consent under any of the circumstances
                described above, any of the Preferred Securities that are owned
                by the Sponsor or any Affiliate of the Sponsor shall not be
                entitled to vote or consent and shall, for purposes of such vote
                or consent, be treated as if they were not outstanding.

  7.   Voting Rights - Common Securities.

          (a)  The Holders of the Common Securities will only have such voting
               rights as provided under paragraphs 7(b), (c) and 8 herein, in
               the Statutory Trust Act and as otherwise required by law and the
               Declaration, the Holders of the Common Securities will have no
               voting rights.

          (b)  The Holders of the Common Securities are entitled, in accordance
               with Article 5 of the Declaration, to vote to appoint, remove or
               replace any Trustee.

          (c)  Subject to Section 2.06 of the Declaration and only after the
               Event of Default with respect to the Preferred Securities has
               been cured, waived, or otherwise eliminated and subject to the
               requirements of the second to last sentence of this paragraph,
               the Holders of a Majority in liquidation preference of the Common
               Securities, voting separately as a class, may direct the time,
               method, and place of conducting any proceeding for any remedy
               available to the Property Trustee, or exercising any trust or
               power conferred upon the Property Trustee under the Declaration,
               including (i) directing the time, method, place of conducting any
               proceeding for any remedy waivable to the Debenture Trustee, or
               exercising any trust or power conferred on the Debenture Trustee
               with respect to the Debentures, (ii) waive any past default and
               its consequences that is waivable under Section 5.13 of the
               Indenture, or (iii) exercise any right to rescind or annul a
               declaration that the principal of all the Debentures shall be due
               and payable, provided that, where a consent or action under the
               Indenture would require the consent or act of the Holders of
               greater than a majority in principal amount of Debentures
               affected thereby (a "Super Majority"), the Property Trustee may
               only give such consent or take such action at the direction of
               the Holders of at least the proportion in liquidation preference
               of the Common Securities which the relevant Super Majority
               represents of the aggregate principal amount of the Debentures
               outstanding. Pursuant




                                      I-13

<PAGE>



                to this paragraph 7(c), the Property Trustee shall not revoke
                any action previously authorized or approved by a vote of the
                Holders of the Preferred Securities. Other than with respect to
                directing the time, method and place of conducting any remedy
                available to the Property Trustee or the Debenture Trustee as
                set forth above, the Property Trustee shall not take any action
                in accordance with the directions of the Holders of the Common
                Securities under this paragraph unless the Property Trustee has
                obtained an opinion of tax counsel to the effect that, as a
                result of such action the Trust will not fail to be classified
                as a grantor trust or a partnership for United States Federal
                income tax purposes. If the Property Trustee fails to enforce
                its rights, as holder of the Debentures, under the Indenture,
                any Holder of Common Securities may, after a period of 30 days
                has elapsed from such Holder's written request to the Property
                Trustee to enforce such rights, institute a legal proceeding
                directly against the Debenture Issuer, to enforce the Property
                Trustee's rights, as holder of the Debentures, under the
                Indenture, without first instituting any legal proceeding
                against the Property Trustee or any other Person.

                Notwithstanding the foregoing, in the event the Debenture Issuer
                shall fail to make any payment on the Debentures when due,
                Holders of the Common Securities shall have the right to
                institute a direct action against the Debenture Issuer for
                payment of such amounts. Any required approval or direction of
                Holders of Common Securities may be given at a separate meeting
                of Holders of Common Securities convened for such purpose, at a
                meeting of all of the Holders of Securities in the Trust or
                pursuant to written consent. The Regular Trustees will cause a
                notice of any meeting at which Holders of Common Securities are
                entitled to vote, or of any matter upon which action by written
                consent of such Holders is to be taken, to be mailed to each
                Holder of record of Common Securities. Each such notice will
                include a statement setting forth the following information: (i)
                the date of such meeting or the date by which such action is to
                be taken, (ii) a description of any resolution proposed for
                adoption at such meeting on which such Holders are entitled to
                vote or of such matter upon which written consent is sought and
                (iii) instructions for the delivery of proxies or consents.

                No vote or consent of the Holders of the Common Securities will
                be required for the Trust to redeem and cancel Common Securities
                or to distribute the Debentures in accordance with the
                Declaration and the terms of the Securities.





                                      I-14

<PAGE>



  8.   Amendments to Declaration and Indenture.

          (a)  In addition to any requirements under Section 12.01 of the
               Declaration, if any proposed amendment to the Declaration
               provides for, or the Regular Trustees otherwise propose to
               effect, (i) any action that would adversely affect the powers,
               preferences or special rights of the Securities, whether by way
               of amendment to the Declaration or otherwise, or (ii) the
               dissolution, winding-up or termination of the Trust, other than
               as described in Section 8.01 of the Declaration, then the Holders
               of outstanding Securities as a class, will be entitled to vote on
               such amendment or proposal (but not on any other amendment or
               proposal) and such amendment or proposal shall not be effective
               except with the approval of the Holders of at least 66-2/3% in
               liquidation preference of the Securities, voting together as a
               single class; provided, however, if any amendment or proposal
               referred to in clause (i) above would adversely affect only the
               Preferred Securities or only the Common Securities, then only the
               affected class will be entitled to vote on such amendment or
               proposal and such amendment or proposal shall not be effective
               except with the approval of 66-2/3% in liquidation preference of
               such class of Securities.

          (b)  In the event the consent of the Property Trustee as the holder of
               the Debentures is required under the Indenture with respect to
               any amendment, modification or termination on the Indenture or
               the Debentures, the Property Trustee shall request the direction
               of the Holders of the Securities with respect to such amendment,
               modification or termination and shall vote with respect to such
               amendment, modification or termination as directed by a Majority
               in liquidation preference of the Securities voting together as a
               single class; provided, however, that where a consent under the
               Indenture would require the consent of the holders of greater
               than a majority in aggregate principal amount of the Debentures
               (a "Super Majority"), the Property Trustee may only give such
               consent at the direction of the Holders of at least the same
               proportion in aggregate stated liquidation preference of the
               Securities; provided, further, that the Property Trustee shall
               not take any action in accordance with the directions of the
               Holders of the Securities under this paragraph 8(b) unless the
               Property Trustee has obtained an opinion of tax counsel to the
               effect that for the purposes of United States Federal income tax
               the Trust will not be classified as other than a grantor trust or
               partnership on account of such action.





                                      I-15

<PAGE>



  9.   Pro Rata.

       A reference in these terms of the Securities to any payment, distribution
or treatment as being "Pro Rata" shall mean pro rata to each Holder of
Securities according to the aggregate liquidation preference of the Securities
held by the relevant Holder in relation to the aggregate liquidation preference
of all Securities outstanding unless, on any distribution date or redemption
date an Event of Default under the Declaration has occurred and is continuing,
in which case no payment of any distribution on, or amount payable upon
redemption of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid distributions on
all outstanding Preferred Securities for all distribution periods terminating on
or prior thereto, or in the case of payment of the amount payable upon
redemption of the Preferred Securities, the full amount of such amount in
respect of all outstanding Preferred Securities shall have been made or provided
for, and all funds available to the Property Trustee shall first be applied to
the payment in full in cash of all distributions on, or the amount payable upon
redemption of Preferred Securities then due and payable.

 10.   Ranking.

       The Preferred Securities rank pari passu and payment thereon shall be
made Pro Rata with the Common Securities except that, where an Event of Default
occurs and is continuing under the Indenture in respect of the Debentures held
by the Property Trustee, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Preferred Securities.

 11.   Acceptance of Securities Guarantee and Indenture.

       Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

 12.   No Preemptive Rights.

       The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

 13.   Miscellaneous.




                                      I-16

<PAGE>




       These terms constitute a part of the Declaration.

       The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.





                                      I-17

<PAGE>



                                   EXHIBIT A-1

                           FORM OF PREFERRED SECURITY




















                                       A-1

<PAGE>



                           [FORM OF FACE OF SECURITY]

     [Include if Preferred Security is in global form and the Depository Trust
Company is the U. S. Depositary-- UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

     [Include if Preferred Security is in global form -- TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DECLARATION REFERRED TO
BELOW.]

Certificate Number                               Number of Preferred Securities

                                                                 [CUSIP NO. [ ]]

                              Preferred Securities

                                       of

                       International Paper Capital Trust VI

                           [___]% Preferred Securities

              (liquidation preference $[__] per Preferred Security)

     International Paper Capital Trust VI, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that

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





                                      A1-1

<PAGE>



(the "Holder") is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the [___]% Preferred Securities (liquidation preference $[__] per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of [Date], as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Preferred Securities as set forth
in Annex I to the Declaration. Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration. The Holder is entitled to
the benefits of the Preferred Securities Guarantee to the extent provided
therein. The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

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

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States Federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

         Unless the Property Trustee's Certificate of Authentication hereon has
been properly executed, these Preferred Securities shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Trust has executed this certificate this day
of ____________, ____.

                           International Paper Capital Trust VI


                           By:___________________________
                           Name:
                           Title:





                                      A1-2

<PAGE>



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Preferred Securities referred to in the
within-mentioned Declaration.

Dated: _________, ____

                               [PROPERTY TRUSTEE]
                               as Property Trustee

                           By:________________________
                                Authorized Signatory

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of [___]% (the "Coupon Rate") of the stated liquidation
preference of $[__] per Preferred Security, such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one [semi-annual period] [quarter] will bear interest
thereon compounded [semi-annually] [quarterly] at the Coupon Rate (to the extent
permitted by applicable law). The term "Distributions" as used herein includes
such cash distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable for
any period will be computed for any full [semi-annual] [quarterly] Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full [semi-annual] [quarterly] Distribution period for
which Distributions are computed, Distributions will be computed on the basis of
the actual number of days elapsed per 30-day month.

         Except as otherwise described below, distributions on the Preferred
Securities will be cumulative, will accrue from the date of original issuance
and will be payable [semi-annually] [quarterly] in arrears, on [______________]
of each year, commencing on [________________], to Holders of record fifteen
(15) days prior to such payment dates, which payment dates shall correspond to
the interest payment dates on the Debentures. The Debenture Issuer has the right
under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Debentures for a period not exceeding
[____] consecutive [semi-annual periods] [quarters] (each an "Extension Period")
and, as a consequence of such deferral, Distributions will also be deferred.
Despite such deferral, [semi-annual] [quarterly] Distributions will


                                      A1-3


<PAGE>



continue to accrue with interest thereon (to the extent permitted by applicable
law) at the Coupon Rate compounded [semi-annually] [quarterly] during any such
Extension Period. Prior to the termination of any such Extension Period, the
Debenture Issuer may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed [_____] consecutive [semi-annual periods] [quarters]. Payments of
accrued Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

         The Preferred Securities shall be redeemable as provided in the
Declaration.

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






                                      A1-4

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security Certificate to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: _______________________
Signature: __________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate) Signature
Guarantee:1_______________________________________________




--------
         * (Signature must be guaranteed by an "eligible guarantor institution"
that is, a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.)




                                      A1-5

<PAGE>



                                   EXHIBIT A-2

                             FORM OF COMMON SECURITY

                           [FORM OF FACE OF SECURITY]

         [THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE
REGISTRATION STATEMENT.]

         [OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A
RELATED PARTY (AS DEFINED IN THE DECLARATION) OF INTERNATIONAL PAPER COMPANY.]

Certificate Number                                  Number of Common Securities

                                Common Securities

                                       of

                       International Paper Capital Trust VI
                             ____% Common Securities
               (liquidation preference $[___] per Common Security)

        International Paper Capital Trust VI, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that
________________________________________________________________________________
______________ (the "Holder") is the registered owner of common securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the ___% Common Securities (liquidation preference $[___] per Common
Security) (the "Common Securities"). The Common Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of [Date], as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Common Securities as set forth in Annex I to the Declaration.




                                      A2-1

<PAGE>



Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Common
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Common Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

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

         Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat for United States Federal
income tax purposes the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this day
of ________________ ___, ______ .

                                    International Paper Capital Trust VI


                                    By:______________________________________
                                       Name:
                                       Title:






                                      A2-2

<PAGE>



                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be fixed at a rate
per annum of ___% (the "Coupon Rate") of the stated liquidation preference of
$[__] per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one [semi-annual] [quarterly] period will bear interest thereon compounded
[semi-annually] [quarterly] at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable for
any period will be computed for any full [semi-annual] [quarterly] Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full [semi-annual] [quarterly] Distribution period for
which Distributions are computed, Distributions will be computed on the basis of
the actual number of days elapsed per 30-day month.

         Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable [semi-annually] [quarterly] in arrears, on
[_________________] of each year, commencing on [________________], to Holders
of record fifteen (15) days prior to such payment dates, which payment dates
shall correspond to the interest payment dates on the Debentures. The Debenture
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding [_______] consecutive [semi-annual] [quarterly] periods
(each an "Extension Period") and, as a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, [semi-annual]
[quarterly] Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded
[semi-annually] [quarterly] during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed [______]
consecutive [semi-annual] [quarterly] periods. Payments of accrued Distributions
will be payable to Holders as they appear on the books and records of the Trust
on the first record date after the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the above
requirements.




                                      A2-3

<PAGE>



         The Common Securities shall be redeemable as provided in the
Declaration.

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

                                                ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security Certificate to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: _______________________
Signature: __________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate) Signature
Guarantee:**_______________________________________________________



         ** (Signature must be guaranteed by an "eligible guarantor institution"
that is, a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.)


                                      A2-4