Exhibit  99.2


                  BOARD POLICY ON CHANGE OF CONTROL AGREEMENTS

It shall be the policy of the Board of Directors that the aggregate payments
provided for in any future termination agreements (or amendments to existing
agreements) with any officer or employee of International Paper Company or any
of its subsidiaries which are conditioned on a change of control of the Company
shall not exceed 2.99 times the individual's highest gross income received from
the Company (as defined for U.S. federal income tax purposes, and reflected on
the individual's Form W-2) in any one of the three calendar years preceding the
date of the change of control.

The term "aggregate payments" shall not include any benefits to which the
individual would otherwise be entitled under the terms of any qualified or
non-qualified Company pension plan(s), or Company severance policy or program
not conditioned on a change of control, in effect as of the date preceding the
date of the change of control.

Any future termination agreement (or amendment to an existing agreement) must be
specifically approved by the Management Development & Compensation Committee.
If the agreement is with an officer who is also a member of the Board of
Directors, the agreement must also be approved by the independent directors.

In either event, no such agreement shall exceed the limitations set forth above,
except if it has been approved or ratified by a majority of the shares voting at
a meeting of shareholders.