$2,105,000,000



                          INTERNATIONAL PAPER COMPANY



              Zero Coupon Convertible Debentures due June 20, 2021







                               PURCHASE AGREEMENT



                                                                  June 13, 2001



CREDIT SUISSE FIRST BOSTON CORPORATION

GOLDMAN, SACHS & CO.

     c/o Credit Suisse First Boston Corporation

     Eleven Madison Avenue,

     New York, NY 10010-3629



Ladies and Gentlemen:



     1. International Paper Company, a corporation duly organized and existing

under the laws of the State of New York (the "Company"), proposes, subject to

the terms and conditions stated herein, to issue and sell to the initial

purchasers named in Schedule A hereto (the "Purchasers") $2,105,000,000

principal amount at maturity of its Zero Coupon Convertible Debentures due June

20, 2021 (the "Firm Securities") and also proposes to grant the Purchasers an

option, exercisable from time to time by Credit Suisse First Boston Corporation

("CSFBC"), to purchase an aggregate of up to an additional $315,750,000

principal amount at maturity of its Zero Coupon Convertible Debentures due June

20, 2021 (the "Optional Securities" and, with the Firm Securities, the "Offered

Securities"). The Offered Securities will be issued under an indenture, dated

as of April 12, 1999 (the "Indenture"), between the Company and The Bank of New

York, as Trustee (the "Trustee"), as supplemented by the Convertible Debentures

Supplemental Indenture, to be dated as of the Closing Date (as defined herein)

(the "Supplemental Indenture"), between the Company and the Trustee. The United

States Securities Act of 1933 is herein referred to as the "Securities Act."

The holders of the Offered Securities will be entitled to the benefits of a

registration rights agreement, to be dated as of the Closing Date (the

"Registration Rights Agreement"), among the Purchasers and the Company.



     The Company hereby agrees with the Purchasers as follows:



     2. Representations and Warranties of the Company. The Company represents

and warrants to, and agrees with, the Purchasers that:





{PAGE}





     (a) An offering circular relating to the Offered Securities has been

prepared by the Company (the "Offering Circular"). Such Offering Circular,

together with the documents incorporated therein (the "Incorporated Documents")

and any other document approved by the Company for use in connection with the

contemplated resale of the Offered Securities are hereinafter collectively

referred to as the "Offering Document." On the date of this Agreement, the

Offering Document does not include any untrue statement of a material fact or

omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading. The preceding sentence does not apply to statements in or omissions

from the Offering Document based upon written information furnished to the

Company by any Purchaser through CSFBC specifically for use therein, it being

understood and agreed that the only such information is that described as such

in Section 7(b) hereof. Except as disclosed in the Offering Document, on the

date of this Agreement, the Company's Annual Report on Form 10-K most recently

filed with the Securities and Exchange Commission (the "Commission") and all

subsequent reports (collectively, the "Exchange Act Reports") that have been

filed by the Company with the Securities and Exchange Commission or sent to

stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange

Act") do not include any untrue statement of a material fact or omit to state

any material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading. Such documents, when

they were filed with the Commission, conformed in all material respects to the

requirements of the Exchange Act and the rules and regulations of the

Commission thereunder.



     (b) Neither the Company nor any of its subsidiaries is in violation of its

corporate charter or by-laws or in default under any agreement, indenture,

mortgage, lease, note or instrument, which violation or default would have a

material adverse effect on the assets, operations, condition (financial and

otherwise) or the prospects of the Company and its subsidiaries taken as a

whole (a "Material Adverse Effect"); the execution, delivery and performance of

this Agreement, the Indenture, the Supplemental Indenture and the Registration

Rights Agreement and compliance by the Company with the provisions of the

Offered Securities, the Indenture, the Supplemental Indenture and the

Registration Rights Agreement, will not (1) conflict with, result in the

creation or imposition of any lien, charge or encumbrance upon any of the

assets of the Company or any of its subsidiaries pursuant to the terms of, or

constitute a default under, any agreement, indenture or instrument, or result

in a violation of the corporate charter or by-laws of the Company or any of its

subsidiaries or any order, rule, statute or regulation of any court or

governmental agency or body having jurisdiction over the Company, any of its

subsidiaries or their respective properties or (2) have a Material Adverse

Effect; and except as required by the Securities Act, the Trust Indenture Act,

the Exchange Act and applicable state securities or Blue Sky laws, no consent,

authorization or order of, or filing or registration with, any court or

governmental agency is required for the execution, delivery and performance by

the Company of this Agreement, the Registration Rights Agreement, the Indenture

or the Supplemental Indenture.



     (c) Except as described in or contemplated by the Offering Document, since

the dates as of which information is given in the Offering Document, no

Material Adverse Effect has occurred.





                                       2

{PAGE}





     (d) This Agreement has been duly authorized, executed and delivered by the

Company and constitutes legally binding obligations of the Company.



     (e) Each of the accountants whose reports are incorporated by reference in

the Offering Document are independent public accountants as required by the

Securities Act and the applicable rules and regulations thereunder.



     (f) On the Closing Date (i) each of the Indenture, the Supplemental

Indenture and the Registration Rights Agreement will have been validly

authorized, executed and delivered by the Company and will constitute the

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