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                                                                Exhibit 10.10(b)


                                      Date



(Name)
International Paper Company
Two Manhattanville Road
Purchase, New York  10577


Dear:

International Paper Company (the "Company") considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may exist and that such
possibility, and the uncertainty and questions which it may raise among senior
management, may result in the departure or distraction of senior management
personnel to the detriment of the Company and its shareholders. Accordingly, the
Company's Board of Directors has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's senior management, including yourself, to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a change in control of the
Company.

In order to induce you to remain in the employ of the Company, and to continue
to exercise your special skills and knowledge at the Company, this letter
agreement sets forth the benefits which the Company agrees will be provided to
you in the event your employment with the Company is terminated subsequent to a
"Change in Control of the Company" (as defined in Section 2 hereof) under the
circumstances described below.

1.       TERM

This agreement shall commence on the date hereof and unless there is a "Change
in Control of the Company" (as defined in Section 2 hereof), shall continue
until the earlier of your termination of employment as a "full-time employee" of
the Company or the date you attain the age


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of 65 years, or the date this Agreement is terminated by the Company in
accordance with the next sentence. If a "Change in Control of the Company" has
not occurred, the Company shall have the right at any time to terminate this
Agreement by giving you twelve (12) months prior written notice of termination
of this Agreement.

If a "Change in Control of the Company" occurs at any time prior to the actual
termination of this Agreement, then this Agreement shall terminate on the
earlier of three (3) years following such "Change in Control" or the date you
attain the age of 65 years.

2.       CHANGE IN CONTROL

For purposes of this Agreement, a "Change in 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
(a) 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 (b) during any period of two (2) consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company (the "Board") cease for any reason to constitute at
least a majority thereof unless the election, or the nomination for election, by
the Company's shareholders of each new director was approved by a vote of at
least two-thirds (2/3) of the Directors then still in office who were Directors
at the beginning of the period.

3.       TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL

If a "Change in Control of the Company" occurs, you shall be entitled to the
benefits provided in Section 5 of this Agreement upon the subsequent termination
of your employment during the term of this Agreement unless such termination is
(a) because of your death or normal retirement at or after age 65, (b) by the
Company for "Cause" as defined below or for Disability as defined below, or (c)
by you other than for "Good Reason" as defined below.

         (i) DISABILITY; NORMAL RETIREMENT. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, and
within thirty (30) days after written notice of termination is given you shall
not have returned to the full-time performance of your duties, the Company may
terminate your employment for "Disability." Termination based on "Retirement"
shall mean termination after becoming eligible for Normal Retirement at or after
age 65 under the Company's Pension Plan.
         (ii) CAUSE. Termination by the Company of your employment for "Cause"
shall mean termination upon


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         (a) the willful and continued failure by you substantially to perform
your duties with the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or any such actual or anticipated
failure resulting from termination by you for Good Reason) after a written
demand for substantial performance is delivered to you by the Board, which
demand specifically identifies the manner in which the Board believes that you
have not substantially performed your duties, or

         (b) the willful engaging by you in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise. For purposes of
this Subsection, no act, or failure to act, on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company.

Notwithstanding the foregoing, you shall not be deemed to have been terminated
for "Cause" unless and until there shall have been delivered to you a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board at a meeting of the Board called and
held for such purpose (after reasonable notice to you and an opportunity for
you, together with your counsel, to be heard before the Board), finding that in
the good faith opinion of the Board you were guilty of conduct set forth above
in clauses (a) or (b) of the first sentence of this Subsection and specifying
the particulars thereof in detail.

         (iii) GOOD REASON. You shall be entitled to terminate your employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean,
without your express written consent, any of the following:

                  (a) the assignment to you of any duties with the Company (or
with a successor or affiliated company) inconsistent with your status as an
executive, or a substantial adverse alteration in the nature or status of your
responsibilities, from those in effect immediately prior to a "Change in Control
of the Company";

                  (b) a reduction in your annual base salary as in effect on the
date hereof or as the same may be increased from time to time (except for
across-the-board salary reductions similarly affecting all executives of the
Company and all executives of any person in control of the Company);

                  (c) the failure by the Company to continue in effect any
material compensation plan in which you participate (including but not limited
to the Company's Performance Share Plan, Stock Option Plan and Management
Incentive Plan) or any substitute plans adopted prior to the Change in Control,
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan in connection with the
"Change in Control of the Company," or the failure by the Company to continue
your participation therein on substantially the same basis, both in terms of the
amount of benefits provided and the level of your participation relative to


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other participants, as existed immediately prior to the Change in Control;

                  (d) except for across-the-board reductions similarly affecting
all executives of the Company and all executives of any person in control of the
Company: (i) the failure by the Company to continue to provide you with benefits
substantially similar to those enjoyed by you under any of the Company's
pension, life insurance, medical, health and accident, or disability plans in
which you were participating at the time of a "Change in Control of the
Company", (ii) the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive you of any material
fringe benefit enjoyed by you at the time of the "Change in Control of the
Company", or (iii) the failure by the Company to provide you with the number of
paid vacation days to which you are entitled on the basis of years of service
with the Company in accordance with the Company's normal vacation policy in
effect immediately prior to the Change in Control;

                  (e) the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement;

                  (f) any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Subsection (iv) below (and, if applicable, the requirements of Subsection (ii)
above); for purposes of this Agreement, no such purported termination shall be
effective;

                  (g) the individual holding the position of Chief Executive
Officer prior to the time of occurrence of the event constituting the "Change in
Control of the Company" shall have ceased to hold such position (except when
such cessation is the result of the person's Disability or Retirement or was for
"Cause"); or

                  (h) the Company's requiring you to be based anywhere other
than the Company's current principal executive offices except for required
travel on the Company's business to an extent substantially consistent with your
present business travel obligations.

                  Your right to terminate your employment pursuant to this
Subsection shall not be affected by your incapacity due to physical or mental
illness.

         (iv) NOTICE OF TERMINATION. Any termination of your employment by the
Company or by you shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 7 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of your employment under the provision so indicated, and
shall specify a date for termination of employment ("Date of Termination") which
shall not be less than thirty (30) or


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more than sixty (60) days after the date of delivery of the Notice of
Termination.

4.       DEATH, DISABILITY OR ELIGIBILITY FOR NORMAL RETIREMENT

 This Agreement shall not be applicable in the event of termination of your
employment because of Death, Disability under the Company's plans for long-term
disability, or after you become eligible for Normal Retirement at or after age
65 under the Company's Pension Plan.

5.       COMPENSATION UPON TERMINATION

If a "Change in Control of the Company" occurs and your employment is
subsequently terminated during the term of this Agreement under the
circumstances described in Section 3 (other than for "Cause") which entitle you
to benefits under this Agreement, then:

         (A) The Company will continue to provide medical and dental insurance
coverage to you and your dependents which is comparable in benefits and in
participant contributions, deductibles, co-payments, and other terms, to the
coverage which you had immediately prior to the Change in Control, and this
coverage will continue until such time as you become eligible to join a
comparable plan sponsored by another employer, or attain age 65 and are eligible
to enroll in the Medicare program.

         (B) After you attain age 65 the Company will provide retiree medical
coverage for you and your dependents which is comparable in benefits and in
participant contributions, deductibles, co-payments, and other terms to the
coverage provided by the Company's retiree medical plan in effect immediately
prior to the Change of Control (with a coordination of benefits clause
comparable to the clause used by the Company in its Retiree Medical Plan at the
time of the Change of Control).

         (C) You shall be entitled to a lump-sum payment within thirty (30) days
of the Date of Termination of the following amounts:

                  (i) Your full base salary through the Date of Termination, at
the rate in effect at the time Notice of Termination is given, plus an amount in
cash equal to the value of any vacation earned but not taken (based upon such
rate of base salary); plus

                  (ii) A termination payment equal to:

                           (a) the lesser of the number of three (3) or the
number of years (including fractions) between the Date of Termination and the
date you reach the age of 65, times a "Base Amount" consisting of your
annualized base salary as of the Date of Termination together with the most
recent short-term annual incentive compensation payment (or amount to which you
have become entitled in respect thereof) during the year preceding the Date of
Termination (excluding any compensation under long-term incentive compensation
plans, performance


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share plans, stock option plans, or executive recognition awards); plus

                           (b) a single lump-sum payment (determined by the
Company's outside auditors), which
will approximately offset the economic effect of any special federal excise tax
which may be imposed under Section 280G and 4999 of the Internal Revenue Code on
the termination payments made and benefits provided under this Agreement (but
not offsetting the economic effect of any federal, state or local income taxes,
resulting from the removal of restrictions pursuant to the terms of the plans
under which awards were made on contingent performance shares, restricted
performance stock, restricted stock earned deferred stock, executive continuity
awards, or stock options, because of a Change in Control of the Company).

You shall not be required to mitigate the amount of any payment provided for in
this paragraph 5 (by seeking other employment or otherwise) nor shall the amount
of any payment provided for in this paragraph 5 be reduced by any compensation
earned by you as a result of employment by another employer after the Date of
Termination.

The compensation set forth above shall be in lieu of any severance or
termination payments which might otherwise be payable under any other severance
programs or policy or practice of the Company other than those set out as part
of any of the Company's long-term incentive plans, performance share plans,
stock option plans, executive recognition awards and retirement or supplemental
retirement plans.

In addition to the payments under this Agreement, you shall continue to be
eligible to receive all of your vested accrued benefits under employee pension
and welfare benefit plans sponsored by the Company.



6.       SUCCESSORS; BINDING AGREEMENT

         (a) SUCCESSOR COMPANIES. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company, by
agreement in form and substance satisfactory to you, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. Failure by the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle you to terminate your employment and to receive compensation from
the Company in the same amount and on the same terms as you would be entitled
hereunder if you terminated your employment for Good Reason pursuant to Section
3, except that the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company hereinbefore defined and any successor to its business


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and/or assets as aforesaid which executes and delivers the agreement provided
for in this paragraph 6 or which otherwise becomes bound by all terms and
provisions of this Agreement by operation of law.

         (b) HEIRS; REPRESENTATIVES. This Agreement shall inure to the benefit
of and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
should die while any amounts would still be payable to you hereunder if you had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee, or
other designee, or, if there be no such designee, to your estate.

7.       NOTICE

For the purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Company shall be directed to the attention of the Senior Vice President Human
Resources of the Company with a copy to the Secretary of the Company, or to such
address as either party may

have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.


8.       MISCELLANEOUS

This Agreement constitutes the entire agreement on this subject matter between
the parties and supersedes any prior oral or written agreements or
understandings on the subject matter covered by this Agreement and shall not be
amended or modified except by written agreement signed by both parties. No
significant provisions of this Agreement may be waived or discharged unless such
waiver or discharge is in writing signed by the party who is making the waiver
or discharge. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of any
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. In the event that this Agreement provides benefits upon
termination of your employment which duplicate benefits contained in any
employment arrangement with you, such arrangement shall automatically be amended
in accordance with this Agreement so that your benefits under this Agreement
shall be sole and exclusive to the extent to which they are duplicative. The
validity, interpretation, construction and


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performance of this Agreement shall be governed by the laws of the State of New
York.

9.       VALIDITY

The invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.

10.      ARBITRATION; LEGAL EXPENSES

Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration in New York, New York, in accordance
with the rules of the American Arbitration Association then in effect.
Notwithstanding the pendency of any such dispute or controversy, the Company
will continue to pay you your base salary in effect when the notice giving rise
to the dispute was given and will continue you as a participant in all
compensation, benefit and insurance plans in which you were participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved.

The Company shall also pay all legal fees and expenses incurred by you as a
result of such termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided by this Agreement). All amounts paid
under this paragraph are in addition to any other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under
this Agreement.

Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.

If this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.

                                      Sincerely,

                                      INTERNATIONAL PAPER COMPANY


                                      By:
Agreed:




Social Security Number: