November __, 2000



                        FORM OF EXCHANGE AGENT AGREEMENT



The Bank of New York

101 Barclay Street

New York, New York 10286

Attention: Corporate Trust Trustee Administration



Ladies and Gentlemen:



     International Paper Company, a corporation duly organized and existing

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

offer (the "Exchange Offer") to exchange up to $800,000,000 principal amount of

its New Floating Rate Notes due July 8, 2002, $1,200,000,000 principal amount

of its New 8% Notes due July 8, 2003 and $1,000,000,000 principal amount of its

New 8 1/8% Notes due July 8, 2005 (collectively, the "New Notes"), for a like

principal amount of its respective outstanding Floating Rate Notes due July 8,

2002, 8% Notes due July 8, 2003 and 8 1/8% Notes due July 8, 2005 (collectively,

the "Old Notes"). The terms and conditions of the Exchange Offer are set forth

in a Prospectus (the "Prospectus") included in the Company's registration

statement on Form S-4 (File No. 333-48434), as it may be amended from time to

time (the "Registration Statement"), filed with the Securities and Exchange

Commission (the "SEC"), and proposed to be distributed to all record holders of

the Old Notes. The Old Notes and the New Notes are collectively referred to

herein as the "Notes." Capitalized terms used herein and not defined shall have

the respective meanings ascribed to them in the Prospectus or accompanying

Letter of Transmittal.



     The Company hereby appoints The Bank of New York to act as exchange agent

(the "Exchange Agent") in connection with the Exchange Offer. References

hereinafter to "you" shall refer to The Bank of New York.



     The Exchange Offer is expected to be commenced by the Company on or about

November 20, 2000. The Letter of Transmittal accompanying the Prospectus (or in

the case of book entry securities, either the Letter of Transmittal or the

Automated Tender Offer Program ("ATOP") system) is to be used by the holders of

the Old Notes to accept the Exchange Offer and contains instructions with

respect to the delivery of certificates for Old Notes tendered.





{PAGE}





     The Exchange Offer shall expire at 5:00 P.M., New York City time, on

December 19, 2000, or on such later date or time to which the Company may

extend the Exchange Offer (the "Expiration Date"). Subject to the terms and

conditions set forth in the Prospectus, the Company expressly reserves the

right to extend the Exchange Offer from time to time and may extend the

Exchange Offer by giving oral (confirmed in writing) or written notice to you

before 9:00 A.M., New York City time, on the next business day after the

previously scheduled Expiration Date.



     The Company expressly reserves the right, in its sole discretion, to amend

or terminate the Exchange Offer, and not to accept for exchange any Old Notes

not theretofore accepted for exchange. The Company will give oral (confirmed in

writing) or written notice of any amendment, termination or nonacceptance to

you as promptly as practicable.



     In carrying out your duties as Exchange Agent, you are to act in

accordance with the following instructions:



     1. You will perform such duties and only such duties as are specifically

set forth in the section of the Prospectus captioned "The Exchange Offer," in

the Letter of Transmittal accompanying the Prospectus or as specifically set

forth herein; provided, however, that in no way will your general duty to act

in good faith and without gross negligence or willful misconduct be limited by

the foregoing.



     2. You will establish an account with respect to the Old Notes at The

Depository Trust Company ("DTC") for purposes of the Exchange Offer within two

business days after the date of the Prospectus, and any financial institution

that is a participant in DTC's systems may, until the Expiration Date, make

book- entry delivery of the Old Notes by causing DTC to transfer such Old Notes

into your account in accordance with DTC's procedures for such transfer. In

every case, however, a Letter of Transmittal (or a manually executed facsimile

thereof) or an agent's message, properly completed and duly executed, with any

required signature guarantees and any other required documents must be

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