INDEMNITY AGREEMENT



     This Agreement made and entered into by and between International Paper

Company, a New York corporation (herein called the "Company"), and _____________

(herein called "Indemnitee");



     WHEREAS, the Business Corporation Law of the State of New York was amended,

effective July 24, 1986, so as to provide that New York business corporations

are authorized to indemnify their directors and officers for any judgment,

settlement or related expenses for which insurance would be permitted, provided

that certain procedural safeguards are met, such as meeting necessary standards

of conduct, timely notification to shareholders, and payment pursuant to the

authority of the disinterested directors;



     WHEREAS, Section 721 of the Business Corporation Law specifically provides

that the indemnification and advancement of expenses granted pursuant to, or

provided by, Sections 722 through 725 of that statute shall not be deemed

exclusive of any other rights to which a director or officer seeking

indemnification or advancement of expenses may be entitled, provided that (1)

any agreement providing for such other rights is authorized by the By-laws of

the corporation, and (2) no indemnification may be made to or on behalf of any

director or officer if a judgment or other final adjudication adverse to the

director or officer establishes that his acts were committed in bad faith or

were the result of active and deliberate dishonesty and were material to the

cause of action so adjudicated, or that he personally gained in fact a financial

profit or other advantage to which he was not legally entitled;



     WHEREAS, the By-Laws of the Company were amended on August 8, 1986 so as to

authorize the Company to enter into agreements providing that the Company

indemnify and advance expenses to its directors and officers;



     WHEREAS, in addition to the indemnification to which directors and officers

of the Company were or may have been entitled pursuant to the New York Business









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Corporation Law and the By-Laws of the Company, and as additional consideration

for their service, the Company has, in the past, furnished at its expense

liability insurance protecting such directors and officers in connection with

such service;



     WHEREAS, the Indemnitee has indicated that he does not regard either the

indemnities mandated under the New York Business Corporation Law or the

liability insurance remaining in effect as adequate to protect him against the

risks associated with his service to the Company, and has further indicated that

his willingness to serve the Company may be dependent on his obtaining written

assurances that he will have at least the same level and degree of protection

against personal liability as that formerly provided by insurance; and



     WHEREAS, the Company desires to have the Indemnitee serve as a director of

the Company, and to serve at the request of the Company as a director or officer

of a subsidiary or other corporation, partnership, trust, joint venture,

employee benefit plan, or other enterprise (herein collectively referred to as

an "Affiliate" of the Company);



     NOW THEREFORE, in order to induce the Indemnitee to serve the Company and

in consideration for his service, the Company hereby agrees to indemnify the

Indemnitee as follows:



     1. Agreement to Indemnify. The Company will pay on behalf of the

Indemnitee, or will reimburse the Indemnitee for:



     a.   All costs and expenses, including reasonable Attorneys' fees and

          disbursements;



     b.   Payments incurred in settlements or other dispositions; and



     c.   Payment of judgments, fines or other amounts determined by a court,

          governmental body, arbitration panel or similar body









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with respect to threatened or pending claims, actions, appeals, proceedings or

investigations brought or conducted by any third party or by or in the right of

the Company or an Affiliate of the Company, which are based upon, or related to,

Indemnitee's service as a director of the Company or officer or director of an

Affiliate of the Company, provided however, no indemnification shall be made to

or on behalf of Indemnitee if a judgment or other final adjudication adverse to

Indemnitee establishes that (i) Indemnitee's acts were committed in bad faith or

were the result of active and deliberate dishonesty and were material to the

cause of action so adjudicated, or (ii) Indemnitee personally gained in fact a

financial profit or other advantage to which Indemnitee was not legally

entitled. Any acts of Indemnitee which constitute intentional illegal conduct

shall be presumed to have been committed in bad faith. This right of

indemnification shall survive the termination of Indemnitee's service as a

director and shall inure to the benefit of Indemnitee and the spouse, heirs,

executors and administrators of Indemnitee.



     2. Advance Payment of Expenses. At the request of Indemnitee to the

Company, any expenses or other amounts for which the Company may be obligated

under Section 1a hereof to indemnify Indemnitee shall be paid by the Company in

advance of any final determination of any action or proceeding involving

Indemnitee, subject to the understanding and agreement hereby made between

Indemnitee and the Company that Indemnitee will promptly repay to the Company

any such advance if and to the extent it is ultimately determined, under the

procedure set forth in Section 723(b) of the Business Corporation Law of the

State of New York, that the Indemnitee is not entitled to indemnification under

Section 1 above.



     3. Application for Indemnification. All claims for indemnification under

Section 1 hereof shall be submitted by Indemnitee to the Company together with

substantiation thereof. Substantiation of a claim can be evidence of payment of

a claim or evidence of a fixed obligation to pay a claim. Prior to payment of

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