Exhibit 4.4


                                                                 EXECUTION COPY

                                 $2,105,000,000
                          INTERNATIONAL PAPER COMPANY
              Zero Coupon Convertible Debentures due June 20, 2021



                         REGISTRATION RIGHTS AGREEMENT


                                                                  June 20, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
c/o Credit Suisse First Boston Corporation
    Eleven Madison Avenue
    New York, New York 10010-3629

Dear Sirs:

     International Paper Company, a corporation duly organized and existing
under the laws of the State of New York (the "Company"), proposes to issue and
sell to Credit Suisse First Boston Corporation ("CSFBC") and Goldman Sachs &
Co. (the initial "Purchasers"), upon the terms set forth in a purchase
agreement dated June 13, 2001 (the "Purchase Agreement"), $2,105,000,000
aggregate principal amount at maturity of its Zero Coupon Convertible
Debentures due June 20, 2021 (the "Firm Debentures"), and also proposes to
grant the Purchasers an option, exercisable from time to time by CSFBC to
purchase an aggregate of up to an additional $315,750,000 aggregate principal
amount at maturity of its Zero Coupon Convertible Debentures due June 20, 2021
(the "Optional Debentures" and, with the Firm Debentures, the "Debentures").
The Debentures will be issued pursuant to an Indenture, dated as of April 12,
1999 (the "Indenture"), between the Company and The Bank of New York, as
trustee (the "Trustee"), as supplemented by the Zero Coupon Convertible
Debentures Supplemental Indenture, dated as of June 20, 2001 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"). Under the
terms of the Indenture, the Debentures are convertible, in whole or in part,
into shares of the Company's common stock, par value $1.00 (the "Underlying
Shares", and together with the Debentures, the "Securities"). As an inducement,
the Company agrees with the Purchasers, for the benefit of the holders of the
Debentures (including, without limitation, the Purchasers) and Underlying
Shares (collectively the "Holders"), as follows:

          1. Shelf Registration. (a) The Company shall promptly (but in no
     event more than 90 days of the First Closing Date (as defined in the
     Purchase Agreement), such 90th day being a "Filing Deadline") use its
     reasonable best efforts to file with the Securities and Exchange
     Commission (the "Commission") and thereafter use its reasonable best
     efforts to cause to be declared effective no later than 210 days after the
     First Closing Date (such 210th day being an "Effectiveness Deadline") a
     registration statement (the "Registration Statement") on an appropriate
     form under the Securities Act of 1933, as amended (the "Securities Act"),
     relating to the offer and sale of the Registrable Securities (as defined
     in Section 5 hereof) by the Holders thereof from time to time in
     accordance with the methods of distribution set forth in the Registration
     Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf
     Registration"); provided, however, that no Holder (other than a Purchaser)
     shall be entitled to have the Securities held by it covered by such
     Registration Statement unless such Holder agrees in writing to be bound by
     all the provisions of this Agreement applicable to such Holder.

          (b) The Company shall use its reasonable best efforts to keep the
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant


<PAGE>


     to Section 2(h) below) from the date of its effectiveness or such shorter
     period that will terminate when all the Securities covered by the
     Registration Statement (i) have been sold pursuant thereto, (ii) are no
     longer restricted securities (as defined in Rule 144 under the Securities
     Act) (in any such case, such period being called the "Shelf Registration
     Period") or (iii) such time as, in the opinion of counsel to the Company,
     all the Registrable Securities held by the Company's non-affiliates (from
     the time of issuance) are eligible for sale pursuant to Rule 144(k) under
     the Securities Act. The Company shall be deemed not to have used its best
     efforts to keep the Registration Statement effective during the requisite
     period if it voluntarily takes any action that would result in Holders of
     Securities covered thereby not being able to offer and sell such
     Securities during that period, unless such action is required by
     applicable law.

          (c) Notwithstanding subsections (a) and (b) of this Section 1, the
     Company may delay preparation of any post-effective amendment to the
     Registration Statement or suspend the use of the prospectus that is part
     of the Registration Statement in connection with an acquisition or
     financing if the Company's board of directors determines, in good faith,
     that such post-effective amendment or suspension (i) would require
     disclosure with respect to such acquisition or financing that is not in
     the Company's best interest or (ii) would interfere with or affect the
     negotiation or completion of such acquisition or financing, provided that:

               (i) the Company has provided to each Holder, in advance of such
          delay or suspension, written notice of such delay or suspension;

               (ii) any such delay or suspension shall not exceed 45
          consecutive days at any one time;

               (iii) the aggregate number of days during which such delay or
          suspension is in effect during any three-month period shall not
          exceed 75 days; and

               (iv) the aggregate number of days during which such delay or
          suspension is in effect during any twelve-month period shall not
          exceed 120 days.

          (d) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Registration Statement, amendment or supplement, (i)
     to comply in all material respects with the applicable requirements of the
     Securities Act and the rules and regulations of the Commission and (ii)
     not to contain any untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.

          2. Registration Procedures. In connection with the Shelf Registration
     contemplated by Section 1 hereof the following provisions shall apply:

          (a) The Company shall (i) furnish to each Purchaser, prior to the
     filing thereof with the Commission, a copy of the Registration Statement
     and each amendment thereof and each supplement, if any, to the prospectus
     included therein and, in the event that a Purchaser (with respect to any
     portion of an unsold allotment from the original offering) is
     participating in the Registration Statement, the Company shall use its
     reasonable best efforts to reflect in each such document, when so filed
     with the Commission, such comments as such Purchaser reasonably may
     propose; and (ii) subject to paragraph (l) of this Section 2, include the
     names of the Holders who propose to sell Securities pursuant to the
     Registration Statement as selling securityholders.

          (b) The Company shall give written notice to the Purchasers and the
     Holders of the Securities (which notice pursuant to clauses (ii)-(vi)
     hereof shall be accompanied by an instruction, subject to the provisions
     of Section 1(c), to suspend the use of the prospectus until the requisite
     changes have been made):

               (i) when a Registration Statement has become effective and when
          any post-effective amendment thereto has been filed and becomes
          effective;

               (ii) of any request by the SEC or any state securities authority
          for amendments and supplements to a Registration Statement and
          Prospectus or for additional information after the Registration
          Statement and Prospectus or for additional information after the
          Registration Statement has become effective;


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<PAGE>


               (iii) of the issuance by the SEC or any state securities
          authority of any stop order suspending the effectiveness of a
          Registration Statement or the initiation of any proceedings for that
          purpose;

               (iv) if, after the effective date of a Registration Statement,
          the Company receives any notification with respect to the suspension
          of the qualification of the Registrable Securities for sale in any
          jurisdiction or the initiation of any proceeding fur such purpose,

               (v) of the happening of any event during the period a
          Registration Statement is effective which makes any statement made in
          such Registration Statement or the related Prospectus untrue in any
          material respect or which requires the making of any changes in such
          registration Statement or Prospectus in order to make the statements
          therein not misleading and

               (vi) of any determination by the Company that a post-effective
          amendment to a Registration Statement would be appropriate.

          (c) The Company shall use its best efforts to obtain the withdrawal
     of any order suspending the effectiveness of the Registration Statement at
     the earliest possible moment and provide prompt notice to each Holder of
     the withdrawal of any such order.

          (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least
     one conformed copy of the Registration Statement and any post-effective
     amendment thereto, including financial statements and schedules, and, if
     the Holder so requests in writing, all exhibits thereto (including those,
     if any, incorporated by reference).

          (e) The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Registration Statement and
     any amendment or supplement thereto as such person may reasonably request.
     The Company consents, subject to the provisions of this Agreement, to the
     use of the prospectus or any amendment or supplement thereto by each of
     the selling Holders of the Securities in connection with the offering and
     sale of the Securities covered by the prospectus, or any amendment or
     supplement thereto, included in the Registration Statement.

          (f) Prior to any public offering of the Securities pursuant to any
     Registration Statement the Company shall register or qualify or cooperate
     with the Holders of the Securities included therein and their respective
     counsel in connection with the registration or qualification of the
     Securities for offer and sale under the securities or "blue sky" laws of
     such states of the United States as any Holder of the Securities
     reasonably requests in writing and do any and all other acts or things
     necessary or advisable to enable the offer and sale in such jurisdictions
     of the Securities covered by such Registration Statement; provided,
     however, that the Company shall not be required to (i) qualify generally
     to do business in any jurisdiction where it is not then so qualified or
     (ii) take any action which would subject it to general service of process
     or to taxation in any jurisdiction where it is not then so subject.

          (g) The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates
     representing the Securities to be sold pursuant to any Registration
     Statement free of any restrictive legends (unless required by applicable
     securities laws) and in such denominations and registered in such names as
     the Holders may request at least two business days prior to sales of the
     Securities pursuant to such Registration Statement.

          (h) Upon the occurrence of any event contemplated by paragraphs (ii),
     (v) and (vi) of Section 2(b) above, the Company shall use its best efforts
     to prepare a supplement or post-effective amendment to a Registration
     Statement or the related Prospectus or any document incorporated therein
     by reference or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Securities, such Prospectus
     will not contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements therein in the light of
     the circumstances under which they were made, not misleading. The Company
     agrees to notify the Holders to suspend use of the Prospectus as promptly
     as practicable after the occurrence of such an event


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     and the Holders hereby agree to suspend use of the Prospectus until the
     Company has amended or supplemented the Prospectus to correct such
     misstatement or omission.

          (i) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Debentures and
     the Underlying Shares registered under the Registration Statement and
     provide the Trustee with printed certificates for the Debentures in a form
     eligible for deposit with The Depository Trust Company.

          (j) The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the Shelf
     Registration and will make generally available to its security holders (or
     otherwise provide in accordance with Section 11(a) of the Securities Act)
     an earnings statement satisfying the provisions of Section 11(a) of the
     Securities Act, no later than 45 days after the end of a 12-month period
     (or 90 days, if such period is a fiscal year) beginning with the first
     month of the Company's first fiscal quarter commencing after the effective
     date of the Registration Statement, which statement shall cover such
     12-month period.

          (k) The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939 as amended (the "Trust Indenture Act"), in a
     timely manner and containing such changes, if any, as shall be necessary
     for such qualification. In the event that such qualification would require
     the appointment of a new trustee under the Indenture, the Company shall
     appoint a new trustee thereunder pursuant to the applicable provisions of
     the Indenture.

          (l) The Company may require each Holder of Securities to be sold
     pursuant to the Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Registration Statement, and the Company may exclude from such registration
     the Securities of any Holder that unreasonably fails to furnish such
     information within 30 days after written request.

          (m) The Company shall enter into such customary agreements and take
     all such other action, if any, as any Holder of the Securities shall
     reasonably request in order to facilitate the disposition of the
     Securities pursuant to any Shelf Registration.

          (o) The Company shall (i) make reasonably available for inspection by
     the Holders of the Securities and any attorney, accountant or other agent
     retained by the Holders of the Securities all relevant financial and other
     records, pertinent corporate documents and properties of the Company and
     (ii) cause the Company's officers, directors, employees, accountants and
     auditors to supply all relevant information reasonably requested by the
     Holders of the Securities or any such attorney, accountant or agent in
     connection with the Registration Statement, in each case, as shall be
     reasonably necessary to enable such persons, to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that the foregoing inspection and information gathering
     shall be coordinated on behalf of the Purchasers by you and on behalf of
     the other parties, by one counsel designated by and on behalf of such
     other parties as described in Section 3 hereof.

          (p) The Company will use its reasonable best efforts to (a) if the
     Debentures have been rated prior to the initial sale of such Debentures,
     confirm such ratings will apply to the Securities covered by a
     Registration Statement, or (b) if the Debentures were not previously
     rated, cause the Securities covered by a Registration Statement to be
     rated with the appropriate rating agencies, if so requested by Holders of
     a majority in aggregate principal amount of Securities covered by such
     Registration Statement.

          (q) In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "Rules") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company will
     assist such broker-dealer in complying with the requirements of such
     Rules, including, without limitation, by (i) if such Rules, including Rule
     2720, shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the
     Registration Statement relating to such Securities, to exercise usual
     standards of due diligence in respect thereto and, if any portion of the
     offering contemplated by such Registration Statement is made through a
     placement or sales agent, to recommend the yield of such Securities, (ii)
     indemnifying any such qualified independent underwriter to the extent of
     the indemnification of underwriters provided in Section 4 hereof with
     respect to the indemnification of the


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<PAGE>


     Holders of the Securities if requested by such Holders, and (iii)
     providing such information to such broker-dealer as may be required in
     order for such broker-dealer to comply with the requirements of the Rules.

          (r) The Company shall use its reasonable best efforts to take all
     other steps necessary to effect the registration of the Securities covered
     by the Registration Statement contemplated hereby.

          3. Registration Expenses. (a) All expenses incident to the Company's
     performance of and compliance with this Agreement will be borne by the
     Company, regardless of whether a Registration Statement is ever filed or
     becomes effective, including without limitation;

               (i) all registration and filing fees and expenses;

               (ii) all fees and expenses of compliance with federal securities
          and state "blue sky" or securities laws;

               (iii) all expenses of printing, messenger and delivery services
          and telephone;

               (iv) all fees and disbursements of counsel for the Company;

               (v) all application and filing fees in connection with listing
          the Securities on a national securities exchange; and

               (vi) all fees and disbursements of independent certified public
          accountants of the Company (including the expenses of any special
          audit and comfort letters required by or incident to such
          performance).

     The Company will bear its internal expenses (including, without
     limitation, all salaries and expenses of its officers and employees
     performing legal or accounting duties), the expenses of any annual audit
     and the fees and expenses of any person, including special experts,
     retained by the Company.

          (b) In connection with any Registration Statement required by this
     Agreement, the Company will reimburse the Purchasers and the Holders of
     Registrable Securities who are selling or reselling Securities pursuant to
     the "Plan of Distribution" contained in the Registration Statement for the
     reasonable fees and disbursements of not more than one counsel, who shall
     be Milbank, Tweed, Hadley & McCloy LLP unless another firm shall be chosen
     by the Holders of a majority in principal amount of the Registrible
     Securities for whose benefit such Registration Statement is being
     prepared.

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


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     agreement contained in this subsection (a) shall not inure to the benefit
     of any Holder from whom the person asserting any such losses, claims,
     damages or liabilities purchased the Securities concerned, to the extent
     that a prospectus relating to such Securities was required to be delivered
     by such Holder under the Securities Act in connection with such purchase
     and any such loss, claim, damage or liability of such Holder results from
     the fact that there was not sent or given to such person, at or prior to
     the written confirmation of the sale of such Securities to such person, a
     copy of the final prospectus if the Company had previously furnished
     copies thereof to such Holder; provided further, however, that this
     indemnity agreement will be in addition to any liability which the Company
     may otherwise have to such Indemnified Party.

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

          (c) Promptly after receipt by an indemnified party under this Section
     4 of notice of the commencement of any action or proceeding (including a
     governmental investigation), such indemnified party will, if a claim in
     respect thereof is to be made against the indemnifying party under this
     Section 4, notify the indemnifying party of the commencement thereof; but
     the omission so to notify the indemnifying party will not, in any event,
     relieve the indemnifying party from any obligations to any indemnified
     party other than the indemnification obligation provided in paragraph (a)
     or (b) above. In case any such action is brought against any indemnified
     party, and it notifies the indemnifying party of the commencement thereof,
     the indemnifying party will be entitled to participate therein and, to the
     extent that it may wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel reasonably
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party),
     and after notice from the indemnifying party to such indemnified party of
     its election so to assume the defense thereof the indemnifying party will
     not be liable to such indemnified party under this Section 4 for any legal
     or other expenses, other than reasonable costs of investigation,
     subsequently incurred by such indemnified party in connection with the
     defense thereof. No indemnifying party shall, without the prior written
     consent of the indemnified party, effect any settlement of any pending or
     threatened action in respect of which any indemnified party is or could
     have been a party and indemnity could have been sought hereunder by such
     indemnified party unless such settlement includes an unconditional release
     of such indemnified party from all liability on any claims that are the
     subject matter of such action, and does not include a statement as to or
     an admission of fault, culpability or a failure to act by or on behalf of
     any indemnified party.

          (d) If the indemnification provided for in this Section 4 is
     unavailable or insufficient to hold harmless an indemnified party under
     subsections (a) or (b) above, then each indemnifying party shall
     contribute to the amount paid or payable by such indemnified party as a
     result of the losses, claims, damages or liabilities (or actions in
     respect thereof) referred to in subsection (a) or (b) above (i) in such
     proportion as is appropriate to reflect the relative benefits received by
     the indemnifying party or parties on the one hand and the indemnified
     party on the other from the sale of the Securities, pursuant to the Shelf
     Registration, or (ii) if allocation provided by the foregoing clause (i)
     is not permitted by applicable law, in such proportion as is appropriate
     to reflect not only the relative benefits referred to in clause (i) above
     but also the relative fault of the indemnifying party or parties on the
     one hand and the indemnified party on the other in connection with the
     statements or omissions that resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof) as well as any other relevant
     equitable considerations. The relative fault of the parties shall be
     determined by reference to, among other things, whether the untrue or
     alleged


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     untrue statement of a material fact or the omission or alleged omission to
     state a material fact relates to information supplied by the Company on
     the one hand or such Holder or such other indemnified party, as the case
     may be, on the other, and the parties' relative intent, knowledge, access
     to information and opportunity to correct or prevent such statement or
     omission. The amount paid by an indemnified party as a result of the
     losses, claims, damages or liabilities referred to in the first sentence
     of this subsection (d) shall be deemed to include any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any action or claim which is the subject of
     this subsection (d). Notwithstanding any other provision of this Section
     4(d), the Holders of the Securities shall not be required to contribute
     any amount in excess of the amount by which the net proceeds received by
     such Holders from the sale of the Securities pursuant to a Registration
     Statement exceeds the amount of damages which such Holders have otherwise
     been required to pay by reason of such untrue or alleged untrue statement
     or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. For purposes of this paragraph (d),
     each person, if any, who controls such indemnified party within the
     meaning of the Securities Act or the Exchange Act shall have the same
     rights to contribution as such indemnified party and each person, if any,
     who controls the Company within the meaning of the Securities Act or the
     Exchange Act shall have the same rights to contribution as the Company.

          (e) The agreements contained in this Section 4 shall survive the sale
     of the Securities pursuant to the Registration Statement and shall remain
     in full force and effect, regardless of any termination or cancellation of
     this Agreement or any investigation made by or on behalf of any
     indemnified party.

          5. Additional Interest Under Certain Circumstances. (a) Additional
     interest (the "Additional Interest") with respect to the Debentures shall
     be assessed as follows if any of the following events occur (each such
     event in clauses (i) through (iii) below being herein called a
     "Registration Default"):

          (i)   If the Registration Statement required by this Agreement is not
                filed with the Commission on or prior to the Filing Deadline;

          (ii)  If the Registration Statement has not been declared effective by
                the Commission on or before the Effectiveness Deadline; or

          (iii) If the Registration Statement has been declared effective by
                the Commission but (A) such Registration Statement thereafter
                ceases to be effective or (B) such Registration Statement or the
                related prospectus ceases to be usable in connection with
                resales of Registrable Securities during the periods specified
                herein because either (1) any event occurs as a result of which
                the related prospectus forming part of such Registration
                Statement would include any untrue statement of a material fact
                or omit to state any material fact necessary to make the
                statements therein, in the light of the circumstances under
                which they were made, not misleading, or (2) it shall be
                necessary to amend such Registration Statement or supplement the
                related prospectus, to comply with the Securities Act or the
                Exchange Act or the respective rules thereunder.

     Each of the foregoing will constitute a Registration Default whatever the
     reason for any such event and whether it is voluntary or involuntary or is
     beyond the control of the Company or pursuant to operation of law or as a
     result of any action or inaction by the Commission .

          Additional Interest shall accrue on the Debentures and any Underlying
     Shares into which any Debentures had been converted previously over and
     above the interest set forth in the title of the Securities from and
     including the date on which any such Registration Default shall occur to
     but excluding the date on which all such Registration Defaults have been
     cured, (A) at a rate of 0.25% per annum in the case of clause (i) above
     and (B) at a rate of 0.50% per annum in the case of clause (ii) and clause
     (iii) above (the "Additional Interest Rate").

          (b) A Registration Default referred to in Section 5(a)(iii) hereof
     shall be deemed not to have occurred and be continuing in relation to a
     Registration Statement or the related prospectus if (i) such Registration
     Default has occurred solely as a result of (x) the filing of a
     post-effective amendment to the Registration Statement to incorporate
     annual audited financial information with respect to the Company where
     such post-effective amendment is not yet effective and needs to be
     declared effective to permit Holders to use the related prospectus or (y)
     other


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     material events, with respect to the Company that would need to be
     described in the Registration Statement or the related prospectus and (ii)
     in the case of clause (y), the Company is proceeding promptly and in good
     faith to amend or supplement the Registration Statement and related
     prospectus to describe such events; provided, however, that in any case if
     such Registration Default occurs for a continuous period in excess of 30
     days, Additional Interest shall be payable in accordance with the above
     paragraph from the day such Registration Default occurs until such
     Registration Default is cured.

          (c) Any amounts of Additional Interest due pursuant to Section 5(a)
     will be payable in cash on the regular interest payment dates with respect
     to the Debentures. The amount of Additional Interest will be determined by
     multiplying the applicable Additional Interest Rate by the aggregate issue
     price plus accrued original issue discount of the outstanding Registrable
     Securities and, if applicable, the aggregate Applicable Conversion Price
     of any issued Underlying Shares into which any Debentures have been
     converted previously and further multiplied by a fraction, the numerator
     of which is the number of days such Additional Interest Rate was
     applicable during such period (determined on the basis of a 360-day year
     comprised of twelve 30-day months), and the denominator of which is 360.
     The term "Applicable Conversion Price" means the original issue discount
     to the date of calculation divided by the conversion rate as then in
     effect.

          (d) "Registrable Securities" means each Security until (i) the date
     on which such Security has been effectively registered under the
     Securities Act and disposed of in accordance with the Registration
     Statement or (ii) the date on which such Security is distributed to the
     public pursuant to Rule 144 under the Securities Act or is saleable
     pursuant to Rule 144(k) under the Securities Act.

          6. Rules 144 and 144A. The Company shall use its reasonable best
     efforts to file the reports required to be filed by it under the
     Securities Act and the Exchange Act in a timely manner and, if at any time
     the Company is not required to file such reports, it will, upon the
     request of any Holder of Securities, make publicly available other
     information so long as necessary to permit sales of their securities
     pursuant to Rules 144 and 144A. The Company covenants that it will take
     such further action as any Holder of Debentures may reasonably request,
     all to the extent required from time to time to enable such Holder to sell
     Debentures without registration under the Securities Act within the
     limitation of the exemptions provided by Rules 144 and 144A (including the
     requirements of Rule 144A(d)(4)). The Company will provide a copy of this
     Agreement to prospective purchasers of Debentures identified to the
     Company by the Purchasers upon request. Upon the request of any Holder of
     Debentures, the Company shall deliver to such Holder a written statement
     as to whether it has complied with such requirements. Notwithstanding the
     foregoing, nothing in this Section 6 shall be deemed to require the
     Company to register any of its securities pursuant to the Exchange Act.

          7. Miscellaneous.

          (a) No Inconsistent Agreements. The Company will not on or after the
     date of this Agreement enter into any agreement with respect to its
     securities that is inconsistent with the rights granted to the Holders in
     this Agreement or otherwise conflicts with the provisions hereof. The
     rights granted to the Holders hereunder do not in any way conflict with
     and are not inconsistent with the rights granted to the holders of the
     Company's securities under any agreement in effect on the date hereof.

          (b) Amendments and Waivers. The provisions of this Agreement may not
     be amended, modified or supplemented, and waivers or consents to
     departures from the provisions hereof may not be given, except by the
     Company and the written consent of the Holders of a majority in principal
     amount of the Securities affected by such amendment, modification,
     supplement, waiver or consents.

          (c) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand delivery, first-class
     mail, facsimile transmission, or air courier which guarantees overnight
     delivery:

               (1) if to a Holder of the Securities, at the most current
          address given by such Holder to the Company.

               (2) if to the Purchasers;

                        Credit Suisse First Boston Corporation
                        Eleven Madison Avenue
                        New York, NY 10010-3629


                                       8
<PAGE>



                        Fax No.:  (212) 325-8278
                        Attention:  Transactions Advisory Group

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

                        International Paper Company
                        400 Atlantic Street
                        Stamford, Connecticut 06921
                        Fax No.:  (203) 541-8208
                        Attention:  The Secretary

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

          (d) Third Party Beneficiaries. The Holders shall be third party
     beneficiaries to the agreements made hereunder between the Company, on the
     one hand, and the Purchasers, on the other hand, and shall have the right
     to enforce such agreements directly to the extent they may deem such
     enforcement necessary or advisable to protect their rights or the rights
     of Holders hereunder.

          (e) Successors and Assigns. This Agreement shall be binding upon the
     Company and its successors and assigns.

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

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

          (h) Governing Law. THIS AGREEMENT 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.

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

          (j) Securities Held by the Company. Whenever the consent or approval
     of Holders of a specified percentage of principal amount of Securities is
     required hereunder, Securities held by the Company or its affiliates
     (other than subsequent Holders of Securities if such subsequent Holders
     are deemed to be affiliates solely by reason of their holdings of such
     Securities) shall not be counted in determining whether such consent or
     approval was given by the Holders of such required percentage.


                                       9
<PAGE>


     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the several Purchasers and the Company in accordance with its
terms.


                                        INTERNATIONAL PAPER COMPANY


                                        By: /s/ Barbara L. Smithers
                                           -------------------------------------
                                           Name:  Barbara L. Smithers
                                           Title: Vice President

Theforegoing Registration Rights Agreement
  is hereby confirmed and accepted as
  of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.

By:  CREDIT SUISSE FIRST BOSTON CORPORATION


     By: /s/ Joseph D. Fashano
        -----------------------------------
        Name:  Joseph D. Fashano
        Title: Director