INTERNATIONAL PAPER COMPANY

                         NONQUALIFIED STOCK OPTION AWARD



                                                          Identification Number:

John Sample

Any Address

Any Apartment

Any City, State 12354-5678



















THIS CERTIFIES THAT the Management Development and Compensation Committee of the

Board of Directors of International Paper Company, a New York corporation (the

"Company"), has awarded NAME a Nonqualified Stock Option (this "Option") under

the International Paper Company Long-Term Incentive Compensation Plan (as may be

amended from time to time, the "Plan") to purchase NUMBER shares of common stock

(par value $1.00) of the Company (the "Common Stock") at a price of $XX.XXXX.



This Option is exercisable, subject to the provisions on the reverse side of

this certificate. The details of this Option are as follows:



        NQSO Grant Number:

        Total Option Award:

        Option Price per Share:

        Grant Date:

        Expiration Date:

        Vesting Date:



This Option is subject to the terms and conditions of the Plan. Terms not

otherwise defined in this certificate have the meaning assigned to them in the

Plan. In the event of any inconsistency between the terms hereof and the

provisions of the Plan, the Plan shall govern. By accepting this Option, you

acknowledge receipt of a copy of the Company's stock option award program

prospectus, represent that you are familiar with the terms and provisions of the

Plan and agree to accept this Option subject to all the terms and provisions of

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