Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints James
W. Guedry and Barbara L. Smithers, and each of them, his or her true and lawful
attorneys-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 any and all amendments (including post-effective amendments)
to the Registration Statement covering the offering and issuance of the
preferred stock of a trust, limited partnership, limited liability company or
wholly-owned subsidiary of or affiliated with International Paper Company (the
"Issuer"), to be issued and sold from time to time pursuant to such registration
statement 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 attorneys-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
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John T. Dillon
- --------------------------- Director and Chairman of the
John T. Dillon Board (Chief Executive Officer) July 14, 1998
/s/ C. Wesley Smith
- --------------------------- Executive Vice President and July 14, 1998
C. Wesley Smith Director
- --------------------------- Director July 14, 1998
Willard C. Butcher
/s/ Robert J. Eaton
- --------------------------- Director July 14, 1998
Robert J. Eaton
/s/ Peter I. Bijur
- --------------------------- Director July 14, 1998
Peter I. Bijur
/s/ John A. Georges
- --------------------------- Director July 14, 1998
John A. Georges
/s/ Thomas C. Graham
- --------------------------- Director July 14, 1998
Thomas C. Graham
/s/ John R. Kennedy
- --------------------------- Director July 14, 1998
John R. Kennedy
/s/ Donald F. McHenry
- --------------------------- Director July 14, 1998
Donald F. McHenry
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/s/ Patrick F. Noonan
- --------------------------- Director July 14, 1998
Patrick F. Noonan
- --------------------------- Director July 14, 1998
Jane C. Pfeiffer
/s/ Edmund T. Pratt, Jr.
- --------------------------- Director July 14, 1998
Edmund T. Pratt, Jr.
/s/ Charles R. Shoemate
- --------------------------- Director July 14, 1998
Charles R. Shoemate
/s/ Marianne M. Parrs
- --------------------------- Senior Vice President and Chief July 14, 1998
Marianne M. Parrs Financial Officer
/s/ Andrew R. Lessin
- --------------------------- Vice President and Controller and July 14, 1998
Andrew R. Lessin Chief Accounting Officer
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