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                                                                    Exhibit 10.9


                           INTERNATIONAL PAPER COMPANY
                      LONG-TERM INCENTIVE COMPENSATION PLAN
                           EXECUTIVE CONTINUITY AWARD
                           RESTRICTED STOCK AGREEMENT


         The International Paper Company Long-Term Incentive Compensation Plan
(the "Plan") provides in Section 16 that the Committee of the Board which
administers the Plan (the "Committee") may authorize an Executive Continuity
Award consisting of a tandem grant of Restricted Shares of common stock of
International Paper Company (the "Company"), together with a related
Non-Qualified Stock Option under the terms of the Plan. The terms and provisions
of the Plan are incorporated by reference herein. In connection with the
employment of PARTICIPANT NAME (the "Executive") and pursuant to the provisions
of the Plan and by direction of the Committee of the Board of Directors which is
authorized to administer the Plan, the following agreement is made on DATE OF
AWARD, between the Company and the Executive:

1.       SHARE

         The term "Share" or "Stock" as used in this Restricted Stock Agreement
shall mean a share of common stock of $1.00 par value of International Paper
Company.

2.       COMPLIANCE WITH LAW AND REGULATIONS

         It is the intention of the parties that this Restricted Stock
Agreement, and any securities issued pursuant to this Agreement, shall comply
with all provisions of federal and applicable state securities laws.

3.       AWARD OF RESTRICTED SHARES

         (a)   Subject to the provisions of the Plan and this Restricted Stock
               Agreement, the Company hereby awards and authorizes the issuance
               to Executive of XX,XXX Restricted Shares. Such Shares shall be
               issued with the restriction that the Executive may not sell,
               transfer, pledge, or assign such Shares until the Shares are
               earned and the restrictions are removed as described below, and
               shall be subject to forfeiture and cancellation pursuant to the
               provisions of the Plan and this Agreement.

         (b)   Exercise of the related tandem Executive Continuity Award Stock
               Option Agreement between the parties dated DATE OF AWARD, will
               result in cancellation and forfeiture of Restricted Shares
               awarded to Executive under the Restricted Stock Agreement at the
               ratio of: one share of Restricted Stock (plus all shares of
               Restricted Stock purchased with reinvested dividends paid on such
               Shares) for each five Option Shares purchased upon exercise of
               the Executive Continuity Award Stock Option.


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         (c)   All dividends paid on Restricted Shares shall be reinvested in
               additional Restricted Shares (which shall be subject to being
               earned by the Executive on the same basis as the original
               Shares).

         (d)   The number of Shares determined by the Committee to have been
               earned by Executive under the Plan and this Restricted Stock
               Agreement shall be final, conclusive and binding upon all
               parties, including the Company, the shareowners and the
               Executive.

4.       METHOD OF EARNING EXECUTIVE CONTINUITY AWARD SHARES AND REMOVAL OF
         RESTRICTIONS

         (a)   Upon Executive's attainment of age AGE (on SNAP SHOT DATE) while
               employed by the Company, (or death or the Executive's becoming
               disabled as such condition is determined in the sole discretion
               of the Committee, if earlier) or upon a change of control of the
               Company (as defined in subsection (b) below), the restrictions on
               the Executive Continuity Award will be removed, and the award
               will vest in the following manner:

                (i)   If the current realizable gain on the Executive's related
                      tandem Executive Continuity Award Stock Option dated DATE
                      OF AWARD, is greater than the current market value of the
                      related Restricted Shares awarded under this Restricted
                      Stock Agreement (including Restricted Shares purchased
                      with reinvested dividends), then all such Restricted
                      Shares shall be cancelled and forfeited (and the Stock
                      Option shall continue in effect as provided in the Stock
                      Option Agreement).

                (ii)  If the current market value of the Restricted Shares
                      awarded under this Restricted Stock Agreement (including
                      Restricted Shares purchased with reinvested dividends) is
                      greater than the current realizable gain on the related
                      tandem Stock Option, then the option shall be cancelled
                      and the restrictions shall be removed from all of the
                      Restricted Shares under this Agreement.

         If Executive ceases to be an active employee of the Company prior to
         age AGE for any reason other than death or disability as described
         above, all of the Restricted Shares under this Agreement shall be
         cancelled and forfeited unless the Committee determines otherwise
         pursuant to Section 2 of the Plan.

         (b)   For purposes of this Agreement, the term "change of control of
               the Company" shall mean a change in control of a nature that
               would be required to be reported in response to Item 6(e) of
               Schedule 14A of Regulation 14A promulgated under the Securities
               Exchange Act of 1934, as amended ("Exchange Act"); provided that,
               without limitation, such a change in control shall be deemed to
               have occurred if (i) any "person" as such term is used in Section
               13(d) and 14(d)(2) of the Exchange Act (other than employee
               benefits plans sponsored by the Company) is or becomes the
               beneficial owner, directly or indirectly, of securities of the
               Company


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               representing 20% or more of the combined voting power of
               the Company's then outstanding securities, or (ii) during any
               period of two consecutive years, individuals who at the beginning
               of such period constitute the Board of Directors of the Company,
               cease for any reason to constitute at least a majority thereof
               unless the election, or the nomination for election, by the
               Company's shareowners of each new director was approved by a vote
               of at least two-thirds of the directors still in office who were
               directors at the beginning of the period, except that a change of
               control for purpose of this Agreement shall not include a
               transaction initiated by management such as a management led
               buyout or recapitalization except where such transaction (1) is
               in response to the acquisition of 10% or more of the Company's
               stock or the announcement of a tender offer for 20% or more of
               the Company's stock (other than by employee benefit plans
               sponsored by the Company); or (ii) is approved by the Board in
               accordance with the standards set forth in Section 717 of the New
               York Business Corporation Law or any successor provision.

5.       DESIGNATION OF BENEFICIARY

         The Executive may file with the Committee a designation of a
beneficiary or beneficiaries on a form approved by the Committee, which
designation may be changed or revoked by the Executive's sole action, provided
that the change or revocation is filed with the Committee on a form approved by
it. In case of the death of the Executive, before termination of employment or
after retirement or disability, any portions of the Executive's award to which
the Executive's designated beneficiary or estate is entitled under the Plan and
this Restricted Stock Agreement, shall be paid to the beneficiary or
beneficiaries so designated or, if no beneficiary has been designated or
survives the Executive, shall be delivered as directed by the executor or
administrator of the Executive's estate.

6.       NON-TRANSFERABILITY OF AWARDS AND SHARES

         No award or Share under this Plan, and no rights or interest therein,
shall be assignable or transferable by the Executive, except at death by will or
by the laws of descent and distribution.

7.       CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

         Attached to this Award Agreement and incorporated herein by this
reference is a copy of the Confidentiality and Non-Competition Agreement entered
into between the Company and the Executive. In the event either (1) the
Executive has not yet signed a Confidentiality and Non-Competition Agreement, or
(2) the form of the Confidentiality and Non-Compettion Agreement has been
updated since the date of the most recent Confidentiality and Non-Competition
Agreement signed by the Executive, then a blank form has been attached to be
signed by the Executive and the Company and incorporated into this Award
Agreement.



8.       OTHER TERMS AND CONDITIONS

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         (a)   Executive (or his or her estate or beneficiary) shall promptly
               provide all information related to this Restricted Stock
               Agreement which is requested by the Company for its tax returns.

         (b)   Executive acknowledges receipt of a copy of the Plan, and
               represents that Executive is familiar with the terms and
               provisions of the Plan, and hereby accepts the Restricted Shares
               awarded under this Restricted Stock Agreement subject to all the
               terms and provisions of the Plan and this Agreement. Executive
               hereby agrees to accept as binding, conclusive and final all
               decisions which are made by the Committee with respect to
               interpretations of the terms of the Plan or this Agreement and
               with respect to any questions or disputes arising under the Plan
               or this Agreement.

         (c)   All of the terms and conditions of the Plan and this Restricted
               Stock Agreement shall be binding upon any surviving spouse,
               beneficiary, executor, administrator, heirs, successors or
               assigns of Executive.

         (d)   Participation in the Plan, and execution of this Restricted Stock
               Agreement, shall not give the Executive any right to a subsequent
               award, nor any right to continued employment by the Company for
               any period, nor shall the granting of an award or execution of
               this Agreement give the Company any right to continued services
               of the Executive for any period.

         (e)   All Restricted Shares awarded under this Restricted Stock
               Agreement, and purchased with reinvested dividends, will be
               uncertificated shares with notations describing the applicable
               restrictions of the Plan and this Agreement, and no stock
               certificates will be issued by the Company or its designated
               custodian until the restrictions are removed and, then, only at
               the request of the Executive.


IN WITNESS WHEREOF, the parties hereby execute this Executive Continuity Award
Restricted Stock Agreement, effective as of DATE OF AWARD.

INTERNATIONAL PAPER COMPANY

               By:                       ____________________________________
               Title:                    Senior Vice President-Human Resources

               Signature of Executive:   ____________________________________

               Address:                  ____________________________________

               Social Security Number:   ____________________________________


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                           INTERNATIONAL PAPER COMPANY
                      LONG-TERM INCENTIVE COMPENSATION PLAN
                           EXECUTIVE CONTINUITY AWARD
                      NON-QUALIFIED STOCK OPTION AGREEMENT


         This agreement is made effective DATE OF AWARD, between International
Paper Company, a New York Corporation (the "Company") and PARTICIPANT NAME (the
"Executive") in connection with the employment of Executive and pursuant to the
provisions of the International Paper Company Long-Term Incentive Compensation
Plan (the "Plan"). The terms and provisions of the Plan are incorporated by
reference herein.

         Pursuant to the provisions of the Plan and by direction of the
Committee of the Board of Directors which is authorized to administer the Plan
(the "Committee"), it is hereby agreed between the parties as follows:

1.       GRANT OF OPTION

         Subject to the provisions of the Plan and this Agreement, the Company
hereby grants to Executive an option to purchase XX,XXX shares of common stock
(par value $1.00) of the Company at a purchase price of $xx.xxxx per share
(which option price has been determined by the Committee to be not less than the
fair market value of such stock at the time this option is granted).

2.       COMPLIANCE WITH LAWS AND REGULATIONS

         It is the intention of the parties that this option shall satisfy the
provisions of SEC Rule 16b-3 relating to transactions occurring under employee
benefit plans. For federal income tax purposes this is a Non-Qualified Stock
Option which does not come within the scope of Sections 421-425 of the Internal
Revenue Code (relating to Qualified, Incentive and Restricted Stock Options).

3.       TERMINATION OF OPTION

         Any unexercised portion of this option shall terminate, and shall not
be exercisable, on and after attaining age AGE (TERMINATE DATE) provided,
however, that this option shall terminate immediately if Executive ceases to be
an employee of the Company prior to attaining age AGE (VESTING DATE) (except as
provided in Sections 5 or 6 below in the event of disability or death, or unless
the Committee determines otherwise pursuant to Section 2 of the Plan).

4.       EXERCISE OF OPTION


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         This option may be exercised at any time, and from time to time, in
whole or in part, until the termination of the option as provided in Sections 3
or 8 of this Agreement; provided however that:


         (a)      The Executive has continuously been an employee of the Company
                  (or a subsidiary corporation) since the date the option was
                  granted (except as provided in Sections 5 or 6 below in the
                  event of disability or death).

         (b)      This option shall in no event be exercisable after the latest
                  date set forth in Section 3 above.

         (c)      This option is not transferable or assignable by the Executive
                  otherwise than by will or the laws of descent and
                  distribution, and during the lifetime of the Executive is
                  exercisable only by the Executive.

         (d)      This option shall in no event be exercisable if the issuance
                  of the shares upon such exercise would constitute a violation
                  of any applicable federal or state securities statutes or
                  other law or valid governmental regulation.

         (e)      In the event this option is exercised prior to VESTING DATE,
                  then the Company shall have the right (but not an obligation)
                  to repurchase from Executive, at the purchase price which is
                  set forth in Section 1 of this Agreement, the shares which are
                  registered in the name of the Executive upon such exercise of
                  this option. Such shares shall be uncertificated and contain a
                  notation setting forth this restriction, and no certificate
                  shall be issued by the Company until the restriction expires
                  or terminates and, then, only at the request of the Executive.
                  This restriction shall lapse upon a "change of control of the
                  Company" (as defined below), or upon Executive's retirement
                  after age AGE, permanent disability (as defined in Section 5
                  below), or death. For purposes of this Agreement, the term
                  "change of control of the Company" shall mean a change of
                  control of a nature that would be required to be reported in
                  response to Item 6(e) of Schedule 14a of Regulation 14A
                  promulgated under the Securities Exchange Act of 1934, as
                  amended ("Exchange Act"); provided that, without limitation,
                  such a change of control shall be deemed to have occurred if
                  (i) any "person" as such term is used in Sections 13(d) and
                  14(d)(2) of the Exchange Act (other than employee benefit
                  plans sponsored by the Company) is or becomes the beneficial
                  owner, directly or indirectly, of securities of the Company
                  representing 20% or more of the combined voting power of the
                  Company's then outstanding securities, or (ii) during any
                  period of two consecutive years, individuals who at the
                  beginning of such period constitute the Board of Directors of
                  the Company, cease for any reason to constitute at least a
                  majority thereof unless the election, or the nomination for
                  election, by the Company's share owners of each new director
                  was approved by a vote of at least two-thirds of the directors
                  still in office who were directors at the beginning of the
                  period, except that a change of control


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                  for purpose of this Stock Option Agreement shall not include a
                  transaction initiated by management (such as a management led
                  buyout or recapitalization) except where such transaction: (1)
                  is in response to the acquisition of 10% or more of the
                  Company's stock or to the announcement of a tender offer for
                  20% or more of the Company's stock (other than by employee
                  benefit plans sponsored by the Company); or (ii) is approved
                  by the Board of Directors of the Company in accordance with
                  the standards set forth in Section 717 of the New York
                  Business Corporation Law or any successor provision.

         (f) This option shall be exercisable by written notice which shall:

                  (i)      be delivered in person or by certified mail to:

                                    International Paper Company
                                    Two Manhattanville Road
                                    Purchase, New York  10577
                                    Attention: Executive Compensation

                  (ii)     state the election to exercise the option, the number
                           of shares as to which it is being exercised, and the
                           name, address and Social Security number of the
                           person in whose name the stock is to be registered;

                  (iii)    be signed by the person entitled to exercise the
                           option and, if the option is being exercised by any
                           person other than the Executive, be accompanied by
                           proof, satisfactory to counsel for the Company, of
                           the right of such person to exercise the option; and

                  (iv)     be for multiples of 100 shares, or for the entire
                           outstanding portion of this option.

         (g)      Payment of the purchase price for any shares with respect to
                  which the option is being exercised shall be by certified or
                  bank check or other cash equivalent (or, in the sole
                  discretion of the Committee, in stock of the Company owned by
                  the Executive including Performance Share Stock awarded under
                  the Plan).

         (h)      This option shall not be exercisable as an "incentive stock
                  option" pursuant to the provisions of Section 422 of the
                  Internal Revenue Code.



5.       DISABILITY OF EXECUTIVE

         In the event the Executive becomes disabled (as such condition is
determined in the sole discretion of the Committee) prior to age AGE, this
option may be exercised for up to one year after the date of such disability by
the Executive, or by the person or persons who have acquired the rights of the
Executive by will or under the laws of descent and distribution.


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6.       DEATH OF EXECUTIVE

                  In the event of death of the Executive prior to age AGE, this
option may be exercised for up to one year after the Executive's death by the
beneficiary or beneficiaries so designated, or if no beneficiary has been
designated or survives the Executive, by the person or persons who have acquired
the rights of the Executive by will or under the laws of descent and
distribution.

7.       INFORMATION FOR COMPANY TAX RETURNS

         Executive (or his or her estate or beneficiary) shall promptly provide
all information related to this stock option, or disposition of stock acquired
under this option, which is requested by the Company for its tax returns.

8.       CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

         Attached to this Award Agreement and incorporated herein by this
reference is a copy of the Confidentiality and Non-Competition Agreement entered
into between the Company and the Participant. In the event either (1) the
Participant has not yet signed a Confidentiality and Non-Competition Agreement,
or (2) the form of Confidentiality and Non-Competition Agreement has been
updated since the date of the most recent Confidentiality and Non-Competition
Agreement signed by the Participant, then a blank form has been attached to be
signed by the Participant and the Company and incorporated into this Award
Agreement.

9.        OTHER TERMS AND CONDITIONS OF OPTION

          (a)     In the event of any stock dividend, split-up, reclassification
                  or other analogous change in capitalization or any
                  distribution (other than regular cash dividends) to holders of
                  the Company's common stock, the Committee shall make such
                  adjustments, if any, as in its sole discretion it deems
                  equitable in the number of shares covered by any outstanding
                  portion of this option.

         (b)      Prior to the exercise of this option and delivery of the stock
                  represented thereby, Executive shall have no rights to any
                  dividends nor be entitled to any voting rights on any stock
                  represented by this option.

         (c)      Executive acknowledges receipt of a copy of the Plan, and
                  represents that Executive is familiar with the terms and
                  provisions of the Plan, and hereby accepts this option subject
                  to all the terms and provisions thereof. Executive hereby
                  agrees to accept as binding, conclusive and final all
                  decisions which are made by the Committee with respect to
                  interpretation of the terms of the Plan or this option and
                  with respect to any questions or disputes arising under the
                  Plan or this option.


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         (d)      Executive authorizes the Company to withhold from the shares
                  deliverable upon exercise of this option, or from any
                  compensation otherwise payable to Executive, the amount of any
                  taxes which are required to be withheld by federal, state or
                  local law as a result of the exercise of this option.

         (e)      All of the terms and conditions of the Plan and this option
                  shall be binding upon any surviving spouse, beneficiary,
                  executor, administrator, heirs, successors or assigns of
                  Executive.

         (f)      At any time prior to exercise, this option shall be subject to
                  being terminated by the Committee, in the Committee's sole
                  discretion, if the Executive shall have been found by the
                  Committee (i) to be in breach of any agreement between the
                  Company and the Executive concerning confidentiality or
                  non-competition with the Company, (ii) to have engaged in any
                  action inimical to the interests of the Company, or engaged in
                  any acts of dishonesty or other serious misconduct in
                  connection with the Executive's employment by the Company or a
                  subsidiary.


IN WITNESS WHEREOF, the parties hereby execute this Stock Option Agreement,
effective as of DATE OF AWARD.

INTERNATIONAL PAPER COMPANY

              By:                       ____________________________________
              Title:                    Senior Vice President-Human Resources

              Signature of Executive:   ____________________________________

              Address:                  ____________________________________

              Social Security Number:   ____________________________________