<PAGE>
                                                                Exhibit 10.10(a)


                                      Date


Mr.
Chairman & Chief Executive Officer
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 recognized 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 of a "change in control of the Company" (as defined
in Section 2 hereof) under the circumstances described as follows.

                  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 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 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


<PAGE>

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 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 (b)
during any period of two 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 of the directors then still in
office who were directors at the beginning of the period.

                  3. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. If
a change in control of the Company shall have occurred and your employment is
subsequently terminated by you or by the Company, you shall be entitled to the
benefits provided in Section 4 hereof for the respective reasons for termination
set forth therein. Such reasons are defined as follows:

                  (A) DISABILITY. Termination by the Company or you of your
employment based on "Disability" shall mean termination in accordance with the
Company's long-term disability policy generally applicable to its salaried
employees or in accordance with any long-term disability arrangement established
with your consent with respect to you.

                  (B) RETIREMENT. Termination by the Company or you of your
employment based on "Retirement" shall mean termination on or after age 65 in
accordance with the Company's retirement policy generally applicable to its
salaried employees or in accordance with any retirement arrangement established
with your consent with respect to you.

                  (C) CAUSE. The Company may terminate your employment for
Cause. For the purposes of this Agreement, the Company shall have "Cause" to
terminate your employment hereunder upon (i) the willful and continued failure
by you to substantially perform your duties with the Company (other) than any
such failure resulting from your incapacity due to physical or mental illness),
after a demand for substantial performance is delivered to you by the Board
which specifically identifies the manner in which the Board believes that you
have not substantially performed your duties, or (ii) the willful engaging by
you in gross misconduct materially and demonstrably injurious to the Company,
including, but not limited to, your conviction or guilty plea for any felony
crime. For purposes of this paragraph, no act, or failure to act, on your part
shall be considered



<PAGE>

"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 or, in the alternative, unless your act or failure to act has
resulted in your conviction or guilty plea for any felony crime. 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 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 (i) or (ii) of this
paragraph and specifying the particulars thereof in detail.

                  (D) VOLUNTARY TERMINATION. You may terminate employment at any
time within a period of eighteen (18) months following a change in control of
the Company.

                  (E) NOTICE OF TERMINATION. Any termination by the Company
pursuant to subparagraphs (A), (B) or (C) above or by you pursuant to
subparagraph (D) above shall be communicated by written Notice of Termination to
the other party hereto. 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.

                  (F) DATE OF TERMINATION. "Date of Termination" shall mean (i)
if your employment is terminated for Disability or Retirement, the date of
termination as a "full-time employee" under the Company's long-term disability
policy or retirement policy, which is generally applicable to salaried
employees, or in accordance with any long-term disability or retirement
arrangement established with your consent with respect to you, (ii) if your
employment is terminated pursuant to subparagraph (D) above, the date specified
in the Notice of Termination, and (iii) if your employment is terminated for any
other reason, the date on which a Notice of Termination is given; provided that
if within ten (10) business days after any Notice of Termination is given the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award, or by a
final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefor having expired and no appeal having been perfected).

                  4.      COMPENSATION UPON TERMINATION OR DURING DISABILITY.

                  (A) DISABILITY. During any period that you fail to perform
your duties hereunder as a result of incapacity due to physical or mental
illness, you shall continue to receive your full base salary and benefits at the
rate then in effect until your employment is terminated pursuant to paragraph
3(A) hereof. Thereafter, your benefits shall be determined in accordance with
the Company's Long Term Disability Plan, or a substitute


<PAGE>

plan then in effect, and the Company shall have no further obligations to you
under this Agreement.

                  (B) RETIREMENT. If your employment shall be terminated
pursuant to paragraph 3(B) hereof, your benefits shall be determined in
accordance with the Retirement Plan for Salaried Employees of International
Paper Company and the Supplemental Retirement Plan for Senior Managers (or
substitute plans then in effect) referred to collectively herein as the "Pension
Plan", and the Company shall have no further obligations to you under this
Agreement.

                  (C) CAUSE. If you employment shall be terminated for Cause,
the Company shall pay you your full base salary, plus normal benefits to which
you would otherwise be entitled, through the Date of Termination at the rate in
effect at the time Notice of Termination is given and the Company shall have no
further obligations to you under this Agreement.

                  (D) OTHER TERMINATIONS. Unless your employment is terminated
by death or pursuant to paragraph 3(A), 3(B) or 3(C) hereof, upon your
termination of employment, the Company shall pay to you 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).

                  (ii) An amount equal to the product of (a) the sum of your
annual base salary at the rate in effect as of the Date of Termination,
multiplied by (b) the smaller of the number "four (4)" or the number of years
(including fractions) between the Date of Termination and the date you reach the
age of 65.

                  (iii) An amount equal to (a) the product of (x) the average
annual amount of your Management Incentive Plan ("MIP") or successor plan award
for the three (3) years preceding the year of the Date of Termination (the
"Termination Year") multiplied by (y) the smaller of the number "four (4)" or
the number of years (including fractions) between the Date of Termination and
the date you reach the age of 65; PLUS (b) an amount equal to the unpaid amount
of any deferred incentive award if you were the recipient of a deferred
incentive award which was not fully paid at the Date of Termination.

                  (iv) An amount equal to the following:

                           (a) The value of the product of your average earned
award (deferred and non-deferred) under the Performance Share Plan ("PSP") or
successor plan for the three (3) years preceding the Termination Year (but
excluding any special executive continuity award from that figure) multiplied by
the smaller of the number "four (4)" or the number of years (including
fractions) between the Date of Termination and the date you reach the age of 65;


<PAGE>

                           (b) the value of any Company Common Stock previously
earned but deferred under PSP or the former Performance Incentive Plan;

                           (c) the value to be used in determining awards under
this subsection (iv) shall be the average of the closing prices of Company
Common Stock as reported for New York Stock Exchange Composite Transactions (or
such other stock exchange where the Company's Common Stock is principally
listed) for thirty (30) consecutive trading days ending with the Date of
Termination.

                  (v) Stock options equal to the product of (a) the average
number of stock options awarded to you during the three (3) years prior to the
Termination Year (but excluding any special executive continuity award stock
options) multiplied by (b) the smaller of the number "four (4)" or the number of
years (including fractions between the Date of Termination and the date you
reach the age of 65; PLUS the extension of all stock options held by you for the
period from the Date of Termination until the end of the normal terms of the
options had you not left the Company.

                  (vi) 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 Sections 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, and not offsetting any 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).

                  (vii) The payment due you under the foregoing provisions of
this paragraph 4(D) shall be paid to you in cash in one lump sum payment no
later than the fifth business day following the Termination Date.

                  (viii) The payments made to you under the foregoing provisions
of this paragraph 4(D) shall be in lieu of any other salary payments, or
payments under compensation or deferred compensation plans (other than payments
due from trusts) for periods prior to and subsequent to the Date of Termination.

                  (E) NORMAL BENEFITS. Unless your employment is terminated by
death or pursuant to paragraphs 3(A), 3(B) or 3(C), the Company shall maintain
in full force and effect for the continued benefit of you and your dependents
until the date you reach the age of 65, all employee benefit plans and programs
or arrangements in which you were entitled to participate immediately prior to
the Date of Termination (including medical and dental insurance coverage for you
your dependents) except the Company's Salary Continuance Plan, Long-Term
Disability Plan, travel and accident insurance, and the savings investment
plans, provided that your continued participation is possible under the general
terms and provisions of such plans and programs. In the event that your
participation in any such plan or program is barred, the Company shall arrange
to provide you with benefits substantially similar to those which you are
entitled to receive under such plans and programs except as otherwise provided
in paragraph 4(F) below. At the end of the


<PAGE>

period of coverage, you shall have the option to have assigned to you at no cost
and with no apportionment of prepaid premiums, any assignable insurance policy
owned by the Company and relating specifically to you. That portion of the
payment described in paragraph 4(D) above which constitutes "compensation" (as
that term is defined under the Pension Plan) shall be included in determining
your benefit entitlement under the terms of the Pension Plan. It is understood
and agreed that you shall be entitled to any benefits in which you are vested as
of termination pursuant to the terms of the respective benefit plans including,
without limitation, the Pension Plan.

                  (F) BENEFITS OUTSIDE THE PENSION PLAN. Unless your employment
is terminated by death or pursuant to paragraphs 3(A), 3(B) or 3(C) hereof, you
shall be entitled to a lump sum cash payment in addition to the payment set
forth in paragraph 4(D) calculated as follows:

                  (i) Your vested benefits under the terms of the Pension Plan
will be paid to you pursuant to paragraph 4(E); in addition, you shall be paid
under this paragraph 4(F) a sum equal to the difference between (a) the
actuarial present value on the Termination Date of your accrued vested benefits
under the Pension Plan (payable as a life annuity from age 65), and (b) the
actuarial present value on the Termination Date of what your accrued benefits
under the Pension Plan (payable as a life annuity from age 65) would have been
if the period and payments referred to in paragraph 4(D)(ii) and (iii)hereof
were recognized under the Pension Plan.


                  (ii) In calculating the lump sum payment referred to in
paragraph (F)(i) above, the Company will use the applicable Pension Benefit
Guaranty Corporation interest rate effective as of your Termination Date and
will make the lump sum cash payment no later than thirty days following the date
of determination of the amount due.

                  (G) NON-MITIGATION OF DAMAGES. You shall not be required to
mitigate the amount of any payment provided for in this paragraph 4 by seeking
other employment or otherwise, nor shall the amount of any payment provided for
in this paragraph 4 by reduced by any compensation earned by you as a result of
employment by another employer after the Date of Termination, or otherwise.

                  5.      SUCCESSOR; 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 of 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


<PAGE>

you voluntarily terminated your employment following a change in control of the
Company, except that for purposes of implementing the foregoing, 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 as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this
paragraph 5 or which otherwise becomes bound by all the 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 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.

                  6. 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 other 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.

                  7. 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. No significant provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by you and both the Chairman of the Compensation Committee of
the Board of Directors and the Senior Vice President Human Resources. No waiver
by either party hereto at any time of any breach by the other 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 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 other 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. Any benefits upon termination to which you
are entitled under other employment arrangement with the Company which are in
excess of those provided hereunder shall remain in effect upon the terms
provided under such arrangement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York.


<PAGE>

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

                  9. 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
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.

         Judgement 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 __________________________
                                              Senior Vice President
                                              Human Resources


AGREED:


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

<PAGE>

Social Security Number: __________________________