EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
James W. Guedry andBarbara L. Smithers, and each of them, his or her true and
lawful attorney-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign, execute and affix their seal thereto and file
any and all Form S-8 Registration Statements for Stock Option, Restricted
Stock, Savings Investment and other employee benefit plans of International
Paper for its employees/directors and on behalf of International Paper Company
(the "Company"), under the Securities Act of 1933, as amended, together with
any and all amendments thereto (including post-effective amendments) to such
Form S-8 Registration Statements and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents or any of them or his,
her or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
Signature Title Date
/s/ John T. Dillon Director and June 8, 1999
- ------------------------------------- Chairman of the
John T. Dillon Board (Chief
Executive Officer)
/s/ C. Wesley Smith Executive Vice June 8, 1999
- ------------------------------------- President and
C. Wesley Smith Director
/s/ Peter I. Bijur Director June 8, 1999
- -------------------------------------
Peter I. Bijur
/s/ Robert J. Eaton Director June 8, 1999
- -------------------------------------
Robert J. Eaton
Director
- -------------------------------------
John A. Georges
/s/ Samir G. Gibara Director June 8, 1999
- -------------------------------------
Samir G. Gibara
- -------------------------------------
James A. Henderson
/s/ John R. Kennedy Director June 8, 1999
- -------------------------------------
John R. Kennedy
/s/ Robert D. Kennedy Director June 8, 1999
- -------------------------------------
Robert D. Kennedy
/s/ W. Craig McClelland Director June 8, 1999
- -------------------------------------
W. Craig McClelland
/s/ Donald F. McHenry Director June 8, 1999
- -------------------------------------
Donald F. McHenry
/s/ Patrick F. Noonan Director June 8, 1999
- -------------------------------------
Patrick F. Noonan
/s/ Jane C. Pfeiffer Director June 8, 1999
- -------------------------------------
Jane C. Pfeiffer
/s/ Charles R. Shoemate Director June 8, 1999
- -------------------------------------
Charles R. Shoemate
/s/ Jeremiah J. Sheehan Director June 8, 1999
- -------------------------------------
Jeremiah J. Sheehan
/s/ John V. Faraci Director June 8, 1999
- -------------------------------------
John V. Faraci
/s/ Andrew R. Lessin Director June 8, 1999
- -------------------------------------
Andrew R. Lessin