REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered

into as of March 19, 2003, by and among International Paper Company (the

"Company"), a corporation duly organized and existing under the laws of the

State of New York, and the several initial purchasers listed on Schedule I

hereto (the "Purchasers").



     This Agreement is made pursuant to the Purchase Agreement dated March 14,

2003, by and among the Company and the Purchasers (the "Purchase Agreement"),

which provides for the sale by the Company to the Purchasers of $700,000,000

aggregate principal amount of its 5.30% Notes due April 1, 2015 and

$300,000,000 aggregate principal amount of its 3.80% Notes due April 1, 2008

(collectively, the "Notes"). The Notes are to be issued pursuant to the

provisions of an Indenture dated as of April 19, 1999 (the "Base Indenture")

between the Company and The Bank of New York, as Trustee (the "Trustee"), as

supplemented by the 5.30% Notes due 2015 and 3.80% Notes due 2008 Supplemental

Indenture dated as of the Closing Date between the Company and the Trustee (the

"Supplemental Indenture" and collectively, with the Base Indenture, the

"Indenture").



     In order to induce the Purchasers to enter into the Purchase Agreement,

the Company has agreed to provide to each Purchaser and its direct and indirect

transferees the registration rights with respect to the Notes set forth in

this Agreement. The execution of this Agreement is a condition to the closing

under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions.



     As used in this Agreement, the following capitalized defined terms shall

have the following meanings:



     "Additional Interest" shall have the meaning set forth in Section 2(e)(i).



     "Closing Date" shall mean the Closing Date as defined in the Purchase

Agreement.





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     "Company" shall have the meaning set forth in the preamble and shall also

include the Company's successors.



     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended

from time to time.



     "Exchange Date" shall have the meaning set forth in Section 2(a)(ii).



     "Exchange Notes" means the debt securities of the Company to be offered to

Holders in exchange for Notes pursuant to the Exchange Offer or otherwise

pursuant to a registration of securities containing terms identical to the

Notes for which they are exchanged (except that (i) interest thereon shall

accrue from the last date on which interest was paid on the Notes or, if no

such interest has been paid, from the date of issuance of the Notes, (ii) the

Exchange Notes will not contain terms with respect to transfer restrictions,

and (iii) certain provisions relating to an increase in the stated rate of

interest on the Notes shall be eliminated).



     "Exchange Offer" shall mean the exchange offer by the Company of Exchange

Notes for all Notes that are Registrable Notes pursuant to Section 2(a) hereof.



     "Exchange Offer Registration" shall mean a registration under the

Securities Act effected pursuant to Section 2(a) hereof.



     "Exchange Offer Registration Statement" shall mean an exchange offer

registration statement on an appropriate form and all amendments and

supplements to such registration statement, in each case including the

Prospectus contained therein, all exhibits thereto and all material

incorporated by reference therein.



     "Holder" shall mean each Purchaser, for so long as it owns any Registrable

Notes, and each of its successors, assigns and direct and indirect transferees

who become registered owners of Registrable Notes under the Indenture; provided

that for purposes of Sections 4 and 5 of this Agreement, the term "Holder"

shall include Participating Broker-Dealers (as defined in Section 4(a)).



     "Indenture" shall have the meaning set forth in the preamble.





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     "Majority Holders" shall mean the Holders of a majority of the aggregate

principal amount of outstanding Registrable Notes; provided that, for purposes

of Section 6(b), whenever the consent or approval of Holders of a specified

percentage of Registrable Notes is required hereunder, Registrable Notes held

by the Company or any of its affiliates (as such term is defined in Rule 405

under the Securities Act) shall not be considered outstanding and shall not be

counted in determining whether such consent or approval was given by the

Holders of such required percentage or amount.



     "Notes" shall have the meaning set forth in the preamble.



     "Offer Termination Date" shall have the meaning set forth in Section

2(a)(iv).



     "Participating Broker-Dealer" shall have the meaning set forth in Section

4(a) hereof.



     "Person" shall mean an individual, partnership, corporation, trust or

unincorporated organization, or a government or agency or political

subdivision thereof.



     "Private Exchange" shall have the meaning set forth in Section 2(a).



     "Private Exchange Notes" shall have the meaning set forth in Section 2(a).



     "Prospectus" shall mean the prospectus included in a Registration

Statement, including any preliminary prospectus, and any such prospectus as

amended or supplemented by any prospectus supplement, including a prospectus

supplement with respect to the terms of the offering of any portion of the

Registrable Notes covered by a Shelf Registration Statement, and by all other

amendments and supplements to such prospectus, and in each case including all

material incorporated by reference therein.



     "Purchase Agreement" shall have the meaning set forth in the preamble.



     "Purchasers" shall have the meaning set forth in the preamble.



     "Registrable Notes" shall mean the Notes of each series, provided,

however, that such notes shall cease to be Registrable Notes when (i) a

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