EXHIBIT 4.3


                                                                 CONFORMED COPY


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


                              5.85% NOTES DUE 2012

                             SUPPLEMENTAL INDENTURE

                                    between

                          INTERNATIONAL PAPER COMPANY

                                      and

                              THE BANK OF NEW YORK

                          Dated as of October 29, 2002


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


<PAGE>


                               TABLE OF CONTENTS

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

                                                                           PAGE
                                                                           ----
                                   ARTICLE 1
                                  DEFINITIONS

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

                                   ARTICLE 2
                   GENERAL TERMS AND CONDITIONS OF THE NOTES

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

                                   ARTICLE 3
                            REDEMPTION OF THE NOTES

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

                                   ARTICLE 4
                                  MODIFICATION

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

                                   ARTICLE 5
                                  FORM OF NOTE

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

                                   ARTICLE 6
                            ORIGINAL ISSUE OF NOTES

SECTION 6.01.  Original Issue of Notes; Further Issuances....................28


<PAGE>


                                                                           PAGE
                                                                           ----
                                   ARTICLE 7
                                 MISCELLANEOUS

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


                                       ii
<PAGE>


         5.85% NOTES DUE 2012 SUPPLEMENTAL INDENTURE, dated as of October 29,
2002 (the "Supplemental Indenture"), between International Paper Company, a New
York corporation (the "Company"), and The Bank of New York, as trustee (the
"Trustee") under the Indenture, dated as of April 12, 1999, between the Company
and the Trustee (the "Indenture").

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

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

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

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

         WHEREAS, pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 5.85% Notes due 2012 (the "Notes due 2012"), the form and substance of
such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Indenture, and this Supplemental Indenture;

         WHEREAS, the Company has requested that the Trustee execute and
deliver this Supplemental Indenture and all requirements necessary to make (i)
this Supplemental Indenture a valid instrument in accordance with its terms,
and (ii) the Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this Supplemental Indenture has
been duly authorized in all respects:

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Notes and the terms, provisions


<PAGE>


and conditions thereof, the Company covenants and agrees with the Trustee as
follows:

                                   ARTICLE 1
                                  DEFINITIONS

         SECTION 1.01.  Definition of Terms.

         Unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

         "Exchange Offer Registration Statement" means a registration statement
relating to an Exchange Offer on an appropriate form and all


                                       2
<PAGE>


amendments and supplements to such registration statement, in each case
including the prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

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

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

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

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

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

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

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

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

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


                                       3
<PAGE>


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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of October 29, 2002, among the Company and the Purchasers
and certain permitted assigns specified therein.

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

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

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

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

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

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

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

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

                                   ARTICLE 2
                   GENERAL TERMS AND CONDITIONS OF THE NOTES

         SECTION 2.01.  Designation and Principal Amount.

         There is hereby authorized a series of Securities designated the
"5.85% Notes due 2012" initially offered in aggregate principal amount to
$1,000,000,000 which amount shall be as set forth in any written order of the
Company for the authentication and delivery of Notes pursuant to Section 3.3 of
the Indenture.

         SECTION 2.02.  Maturity.

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


                                       4
<PAGE>


         SECTION 2.03.  Form; Denomination.

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

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

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

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

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

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


                                       5
<PAGE>


REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (II) THROUGH (IV) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

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

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

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

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A


                                       6
<PAGE>


TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

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

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

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

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

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

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


                                       7
<PAGE>


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

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

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

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

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

         (e) If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository or if at any time the Depository
for such series shall no longer be registered or in good standing under the
Securities


                                       8
<PAGE>


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

         SECTION 2.06.  Interest.

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

         (b) The amount of interest payable for any period less than a full
interest period will be computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period. In
the event that any date on which interest is payable on the Notes is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding


                                       9
<PAGE>


day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the
date such payment was originally payable, except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

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

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

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


                                       10
<PAGE>


                                   ARTICLE 3
                            REDEMPTION OF THE NOTES

         SECTION 3.01. Optional Redemption by Company.

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

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

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

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

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

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


                                       11
<PAGE>


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

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

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

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

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

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


                                       12
<PAGE>


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

         SECTION 3.02. No Sinking Fund.

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


                                   ARTICLE 4
                                  MODIFICATION

         SECTION 4.01. Modification of Indenture and Supplemental Indenture.

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


                                   ARTICLE 5
                                  FORM OF NOTE

         SECTION 5.01.  Form of Note.

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

                             (FORM OF FACE OF NOTE)

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


                                       13
<PAGE>


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

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

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

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


                                       14
<PAGE>


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

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

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

No.________________________                                         CUSIP No. o

                          INTERNATIONAL PAPER COMPANY

                              5.85% NOTES DUE 2012

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


                                       15
<PAGE>


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

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


                                       16
<PAGE>


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

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

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


                                       17
<PAGE>


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

                                            INTERNATIONAL PAPER COMPANY


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

Attest:

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


                                       18
<PAGE>


                    (FORM OF CERTIFICATE OF AUTHENTICATION)

                         CERTIFICATE OF AUTHENTICATION

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

Dated_____________________

The Bank of New York,
as Trustee

By:________________________
     Authorized Signatory

                           (FORM OF REVERSE OF NOTE)

         This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of April 12, 1999, duly executed and delivered between the Company and
The Bank of New York as Trustee (the "Trustee"), as supplemented by the 5.85%
Notes due 2012 Supplemental Indenture dated as of October 29, 2002, between the
Company and the Trustee (the Indenture, as so supplemented, the "Indenture"),
to which Indenture and all Indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Notes. By the terms of the Indenture, the Notes are issuable in series that
may vary as to amount, date of maturity, rate of interest and in other respects
as provided in the Indenture. This series of Notes is initially offered in
aggregate principal amount as specified in said Supplemental Indenture.

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

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

         (ii) the sum of the present values of the remaining scheduled payments
of principal and interest (exclusive of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semi-annual basis (assuming a
360-day


                                       19
<PAGE>


year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis
points plus accrued interest on the principal amount being redeemed to the
Redemption Date.

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

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

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

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

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and

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


                                       20
<PAGE>


upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

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

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

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


                                       21
<PAGE>


Notes of authorized denominations and for the same aggregate principal amount
and series will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.

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

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

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

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

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


                                       22
<PAGE>


                           [FORM OF TRANSFER NOTICE]

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

Insert Taxpayer Identification No.


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


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

By:     _________________________

Date:  _________________________


                                       23
<PAGE>


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

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

                                  [Check One]

         (1) [ ] to the Company; or

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

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

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


                                       24
<PAGE>


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


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

Signature Guarantee:


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

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


                                       25
<PAGE>


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

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


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



                                       26
<PAGE>


                        [TO BE ATTACHED TO GLOBAL NOTES]

               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

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




                                       27
<PAGE>


                                   ARTICLE 6
                            ORIGINAL ISSUE OF NOTES

         SECTION 6.01.  Original Issue of Notes; Further Issuances.

         (a) Notes in the initial aggregate principal amount of $1,000,000,000
may, upon execution of this Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes to or upon the written order of
the Company, signed by its Chairman, its Vice Chairman, its President, or any
Vice President and its Treasurer or an Assistant Treasurer, without any further
action by the Company.

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

                                   ARTICLE 7
                                 MISCELLANEOUS

         SECTION 7.01.  Ratification of Indenture.

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

         SECTION 7.02.  Trustee Not Responsible for Recitals.

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

         SECTION 7.03.  Governing Law.

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

         SECTION 7.04.  Separability.


                                       28
<PAGE>


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

         SECTION 7.05.  Counterparts.

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



                                       29
<PAGE>


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

                                            INTERNATIONAL PAPER COMPANY


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

[Seal]

Attest:

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

                                            THE BANK OF NEW YORK
                                            as Trustee

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