CONFIDENTIALITY AND NON-COMPETITION AGREEMENT



         THIS AGREEMENT is entered into by and between International Paper

Company (together with its subsidiaries and affiliates, "International Paper"),

a New York corporation, and_____________________, the undersigned employee of

International Paper, to protect the valuable competitive information and

business relationships of International Paper.



         International Paper and the undersigned agree as follows:



1.       Definitions



               (a) As used in this Agreement, the term "Protected Information"

shall mean all information, documents or materials, owned, developed or

possessed by International Paper, or any employee while in the employ of

International Paper, whether in tangible or intangible form, which (i)

International Paper takes reasonable measures to maintain in secrecy, and (ii)

pertains in any manner to International Paper's business, including but not

limited to Research and Development; customers or prospective customers or

strategies or data for identifying and satisfying their needs; present or

prospective business relationships; present, short term, or long term strategic

plans; acquisition candidates; plans for corporate restructuring; products under

consideration or development; cost, margin or profit information; data from

which any of the foregoing types of information could be derived; human

resources (including compensation information and internal evaluations of the

performance, capability and potential of International Paper employees);

business methods, data bases and computer programs.



Research and Development shall include, but not be limited to all short term and

long term basic, applied and developmental research and technical assistance and

specialized research support of customers or active prospects of International

Paper operating divisions. Research and Development includes information

relating to manufacturing and converting processes, methods, techniques and

equipment and the improvements and innovations relating to same; quality control

procedures and equipment; identification, selection, generation and propagation

of tree species having improved characteristics; forest resource management;

innovation and improvement to manufacturing and converting processes such as

chipping, pulping, bleaching, chemical recovery, papermaking, coating and

calendaring processes and in equipment for use in such processes; reduction and

remediation of environmental discharges; minimization or elimination of solid

and liquid waste; reuse and optimization of raw materials in manufacturing

processes; recycling and manufacture of consumer and industrial packaging and

paper products; recycling of other paper or pulp products; energy conservation;

computer software and applications of computer controls to manufacturing and

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