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                                                                  Exhibit 10.8


INTERNATIONAL PAPER COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT


         This Stock Option Agreement (such Agreement, together with all
documents incorporated herein by reference, hereinafter referred to as the
"Agreement") is made between International Paper Company, a New York corporation
(the "Company"), and the "Optionee" signing below in connection with the
employment of the Optionee and subject to provisions of the International Paper
Company Long-Term Incentive Compensation Plan (the "Plan"), the Notice of Grant
of Stock Option or Notice of Replacement Grant of Stock Option given from time
to time upon each grant or replacement grant of an option (a "Grant Notice") and
the Confidentiality and Non-Competition Agreement between the Company and the
Optionee, if signed by the Optionee (the "CNC Agreement"). Terms and provisions
of the Plan, each Grant Notice and the CNC Agreement, if signed by the Optionee,
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.       Grants of Options

         Subject to the provisions of the Agreement, the Company has and may in
the future grant to Optionee options: (a) to purchase the number of shares of
common stock (par value $1.00) of the Company which is set forth in the Grant
Notice, (b) at a purchase price which is set forth in the Grant Notice (which
option price has been determined by the Committee to be not less than the fair
market price of such shares at the time the option is granted), and (c) for an
exercise period ending on the date which is set forth in the Grant Notice.

2.       Compliance with Laws and Regulations

         It is the intention of the parties that the options shall satisfy the
provisions of SEC Rule 16b-3 relating to transactions occurring under qualified
employee benefit plans. For federal income tax purposes options issued under
this Agreement are Non-Qualified Stock Options which do not come within the
scope of sections 421-424 of the Internal Revenue Code (relating to Incentive
Stock Options).

3.       Termination of an Option

         Any unexercised portion of an option shall terminate, and shall not be
exercisable, on and after the first to occur of the following dates:

         (a) The date the option ends, which is set forth in the Grant Notice
for a particular option;

         (b) The date the Optionee ceases to be an employee of the Company (or a
subsidiary corporation of the Company, or a corporation or any subsidiary
corporation of such corporation issuing or assuming a stock option in a
transaction to which Internal Revenue Code section 424(a) applies), unless the
termination of employment results from disability, retirement (as defined in
section 6 below), or death (as provided in paragraphs 5, 6, or 7 below), or
unless the Committee determines otherwise pursuant to section 2 of the Plan.


4.       Exercise of Options

         An option shall become exercisable as set forth below, and thereafter
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 the Grant Notice and in sections 1,
3, or 9 of this Agreement and provided that:

         (a) An option is not transferable or assignable by the Optionee
otherwise than by will or the laws of descent and distribution, and during the
lifetime of the Optionee is exercisable only by the Optionee or the Optionee's
guardian or legal representative.

         (b) Any option shall in no event be exercisable after the date the
particular option ends, which is set forth in the Grant Notice.


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         (c) The Optionee has continuously been an employee of the Company (or a
subsidiary corporation) since the date an option was granted (except as provided
in sections 5, 6, or 7 below in the event of disability, retirement, or death).

         (d) In the event an option is exercised within two years after the date
the option was granted (as set forth in the Grant Notice), then the Company
shall have the right (but not an obligation) until that date to repurchase from
Optionee, at the purchase price which is set forth in the Grant Notice, the
shares which are registered in the name of the Optionee upon such exercise of
the option. The certificate evidencing such shares shall contain an endorsement
setting forth this restriction, and possession of the certificate shall be
retained by the Company until the restriction expires or terminates. This
restriction shall lapse upon a "change of control of the Company" (as defined
below), or upon Optionee's retirement (as defined in section 6 below), 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 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 of 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 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 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.

         (e) An 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.

                  (f) A copy of this Agreement has been signed by the Optionee
and is on file in the Executive Compensation office of the Company.

         (g) A copy of the CNC Agreement has been signed by the Optionee, if
requested to do so by the Company, and is on file in the Executive Compensation
office of the Company.

         (h) This option shall be exercisable by completion by the Optionee of
an exercise form furnished by the Company which shall:

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

                  (ii) be for multiples of 25 shares, or for the entire
outstanding portion of a particular option; and

                  (iii) be delivered in person or by mail to:

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

         (i) Payment of the purchase price for any shares with respect to which
an option is being exercised shall be by certified or bank check or other cash
equivalent (or, in the sole discretion of the Committee, in shares of Company
stock so long as the stock has been held by the Optionee for six months).

         (j) An 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 Optionee

         In the event the Optionee becomes "totally disabled", the Optionee may
exercise an option for up to one year of the remaining term of an option
(measured from the date of such total disability). For purposes of this
paragraph, the term "totally disabled" means the condition of total disability
as defined in the Company's long-term disability plan.


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6.       Retirement of Optionee

         In the event of termination of employment because of retirement under a
Company pension plan on or after attaining age 61 with 20 years service, 62 with
10 years service or 65 with 5 years service, the Optionee may exercise an option
within its remaining term.

7.       Death of Optionee

         In the event of the death of the Optionee, an option may be exercised
for up to one year of its remaining term (measured from the date of the
Optionee's death) by the beneficiary or beneficiaries so designated (or if no
beneficiary has been designated or survives the Optionee, by the person or
persons who have acquired the rights of the Optionee by will or under the laws
of descent and distribution).

8.       Information for Company Tax Returns

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

9.       Other Terms and Conditions of Options

         (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 portions of options granted
hereunder.

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

         (c) Optionee acknowledges receipt of a copy of the Plan, and represents
that Optionee is familiar with the terms and provisions of the Plan, and will
accept all options subject to all the terms and provisions thereof. Optionee
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 any option and with respect to any questions or disputes arising under the
Plan or any option.

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

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

This Agreement has been signed by each of the following parties as of the date
set out below:

                                   International Paper Company:


Dated:_________________            By_________________________________________
                                     (Senior Vice President - Human Resources)


SSN:__________________             Optionee:__________________________________
                                                      (Print Name)


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By:_________________________________________
           (Optionee's Signature)

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                           INTERNATIONAL PAPER COMPANY
                         NOTICE OF GRANT OF STOCK OPTION


XXXXXXXXX
XXX-XX-XXXX


You, (the "Optionee"), have been granted an Option under the International Paper
Company Long-Term Incentive Compensation Plan, subject to your Non-Qualified
Stock Option Agreement (the "Agreement"), to buy International Paper Company
common stock as follows:

     Non-Qualified Stock Option Grant                        XXXXX
     Date of Stock Option Grant                         XX/XX/XXXX
     Option Price Per Share                               $XXXXXXX
     Total Number of Shares                               $XXXXXXX
     Total Purchase Price of Shares                       $XXXXXXX

If this Option is exercised prior to vesting on XX/XX/XXXX, then the Company
buy-back provisions described under section 4(d) of the Agreement shall be
applicable.

         The final termination and expiration date of this Option is XX/XX/XXXX.
The Option may terminate at an earlier date as described under sections 3, 5, 6
or 7 of the Agreement.









(Original 2000 Stock Option Grant)


                                                     INTERNATIONAL PAPER COMPANY
                                     NOTICE OF REPLACEMENT GRANT OF STOCK OPTION


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David A. Bailey
###-##-####


You, (the "Optionee"), have been granted a Replacement Option, subject to your
previously signed Non- Qualified Stock Option Agreement (the "Agreement"), to
buy International Paper Company common stock as follows:

    Non-Qualified Replacement Stock Option Grant               RXXXXX
    Date of Replacement Grant                              XX/XX/XXXX
    Option Price Per Share                                   $XXXXXXX
Total Number of Shares                                       $XXXXXXX
    Total Purchase Price of Shares                           $XXXXXXX

The date of grant of the original option was XX/XX/XXXX. If this Replacement
Option is exercised prior to vesting on XX/XX/XXXX, then the Company buy-back
provisions described under section 4(d) of the Agreement shall be applicable.

         The final termination and expiration date of this Replacement Option is
XX/XX/XXXX. The Option may terminate at an earlier date as described under
sections 3, 5, 6 or 7 of the Agreement.



















(Replacement for XXXX Stock Option Grant)