Exhibit 4.14


                      FORM OF CERTIFICATE OF DESIGNATIONS,
                           PREFERENCES AND RIGHTS OF
                           SERIES __ PREFERRED STOCK

                                       of

                          International Paper Company

            Pursuant to Section 502 of the Business Corporation Law
                            of the State of New York


     The undersigned, __________, [title] of INTERNATIONAL PAPER COMPANY, a New
York corporation (hereinafter called the "Corporation"), pursuant to the
provisions of Sections 104 and 502 of the General Corporation Law of the State
of New York, hereby makes this Certificate of Designations and hereby states
and certifies that pursuant to the authority expressly vested in the Board of
Directors of the Corporation by its Certificate of Incorporation, the Board of
Directors duly adopted the following resolutions:

     RESOLVED, that, pursuant to Article _____ of the Corporation's Restated
Certificate of Incorporation, as amended, (which authorizes __________ shares
of preferred stock, par value $1.00 per share ("Preferred Stock"), the Board of
Directors hereby fixes the powers, designations, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions, of a series of Preferred Stock.

     RESOLVED, that each share of such series of Preferred Stock shall rank
equally in all respects and shall be subject to the following provisions:





     1. Number and Designation. [_________] shares of the Preferred Stock of
the Corporation shall be designated as Series __ Preferred Stock ("Series __
Preferred Stock").

     2. Rank. The Series __ Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding-up, rank prior to all
other classes or series of equity securities of the Corporation, including the
Corporation's common stock, par value $.01 per share ("Common Stock"). All
equity securities of the Corporation to which the Series __ Preferred Stock
ranks prior (whether with respect to dividends or upon liquidation,
dissolution, winding-up or otherwise), including the Common Stock, are
collectively the "Junior Securities." All equity securities of the Corporation
with which the Series __ Preferred Stock ranks on a parity (whether with
respect to dividends or upon liquidation, dissolution, winding-up or otherwise)
are collectively the "Parity Securities." The respective definitions of Junior
Securities and Parity Securities shall also include any rights or options
exercisable for or convertible into any of the Junior Securities and Parity
Securities, as the case may be. The Series __ Preferred Stock shall be subject
to the creation of Junior Securities and Parity Securities.

     3. Dividends. (a) Holders of Series __ Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors, out of funds
legally available for the payment of dividends, cash dividends at the annual
rate of $____ per share. Such dividends shall be payable in arrears in equal
amounts [quarterly] on _________[, _________, __________] and ________ of each
year (unless such day is not a business day, in which event on the next
succeeding business day) (each of such dates being a "Dividend Payment Date"
and each such [quarterly] period being a "Dividend Period"). Such dividends
shall be cumulative from the date of issue, whether or not funds of the
Corporation are legally available for the payment of such dividends. Each such
dividend shall be payable to the holders of record of shares of the Series __
Preferred Stock, as they appear on the Corporation's stock register at the
close of business on such record dates, which record dates shall be not more





than 60 days or less than 10 days prior to the respective Dividend Payment
Date, as shall be fixed by the Board of Directors. Accrued and unpaid dividends
for any past Dividend Periods may be declared and paid at any time, without
reference to any Dividend Payment Date, to holders of record on such date, not
more than 45 days preceding the payment date thereof, as may be fixed by the
Board of Directors.

     (b) The amount of dividends payable for each full Dividend Period for the
Series __ Preferred Stock shall be computed by dividing the annual dividend
rate by [four]. The amount of dividends payable for the initial Dividend
Period, or any other period shorter or longer than a full Dividend Period, on
the Series __ Preferred Stock shall be computed on the basis of 30-day months
and a 12-month year. Holders of Series __ Preferred Stock shall not be entitled
to any dividends, whether payable in cash, property or stock, in excess of
cumulative dividends, as herein provided, on the Series __ Preferred Stock. No
interest or sum of money in lieu of interest shall be payable in respect of any
dividend payment on the Series __ Preferred Stock that may be in arrears.

     (c) So long as any shares of the Series __ Preferred Stock are
outstanding, the Corporation shall not declare, pay or set apart for payment
any dividends or distributions on Parity Securities, for any period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such
payment on the Series __ Preferred Stock for all Dividend Periods terminating
on or before the date of payment of the dividend on such Parity Securities. If
dividends are not paid in full or a sum sufficient for such payment is not set
apart, all dividends declared upon shares of the Series __ Preferred Stock and
all dividends declared upon any other Parity Securities shall be declared
ratably in proportion to the respective amounts of dividends accumulated and
unpaid on the Series __ Preferred Stock and accumulated and unpaid on such
Parity Securities.


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     (d) So long as any shares of the Series __ Preferred Stock are
outstanding, the Corporation shall not, and shall cause its subsidiaries not
to, directly or indirectly, declare, pay or set apart for payment any dividends
or other distributions on Junior Securities (other than dividends or
distributions paid in shares of, or options, warrants or rights to subscribe
for or purchase shares of, Junior Securities) or redeem or otherwise acquire
any Junior Securities (other than a redemption or acquisition of shares of
Common Stock made for purposes of an employee incentive or benefit plan of the
Corporation or any subsidiary of the Corporation) (all such dividends,
distributions, redemptions or acquisitions being a "Junior Securities
Distribution") for any consideration (including any moneys to be paid to or
made available for a sinking fund for the redemption of any shares of any such
stock), except by conversion into or exchange for Junior Securities, unless in
each case the full cumulative dividends on all outstanding shares of the Series
__ Preferred Stock and any other Parity Securities have been paid or set apart
for payment for all past and current Dividend Periods with respect to the
Series __ Preferred Stock and all past and current dividend periods with
respect to such Parity Securities.

     4. Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the Corporation's assets (whether capital
or surplus) shall be made to or set apart for the holders of Junior Securities,
holders of Series __ Preferred Stock shall be entitled to receive $______ per
share of Series __ Preferred Stock plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date of
final distribution to such holders; but such holders shall not be entitled to
any further payment. If, upon any liquidation, dissolution or winding-up of the
Corporation, the Corporation's assets, or proceeds thereof, distributable among
the holders of Series __ Preferred Stock are insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any Parity
Securities, then such assets, or the proceeds thereof, shall be distributed
among the holders of Series __ Preferred Stock and any other Parity Securities
ratably in


                                       3



accordance with the respective amounts that would be payable on such shares of
Series __ Preferred Stock and any such other Parity Securities if all amounts
payable thereon were paid in full. Notwithstanding anything else in the
Corporation's Certificate of Incorporation, a liquidation, dissolution or
winding-up, voluntary or involuntary, of the Corporation shall be deemed to
have occurred upon (i) the acquisition of the Corporation by another entity by
means of any transaction or series of related transactions (including, without
limitation, any reorganization, conversion, merger or consolidation, whether of
the Corporation with or into any other corporation or of any other corporation
with or into the Corporation, but excluding any merger effected exclusively for
the purpose of changing the domicile of the Corporation); or (ii) a sale of all
or substantially all of the assets of the Corporation; provided that a
consolidation or merger as a result of which the holders of capital stock of
the Corporation immediately before such merger or consolidation possess (by
reason of such holdings) 50% or more of the voting power of the corporation
surviving such merger or consolidation (or other corporation which is the
issuer of the capital stock into which the capital stock of the Corporation is
converted or exchanged in such merger or consolidation) shall not be treated as
a liquidation, dissolution or winding-up, voluntary or involuntary, of the
Corporation within the meaning of this Section 4.

     (b) Subject to the rights of the holders of any Parity Securities, after
payment has been made in full to the holders of the Series __ Preferred Stock,
as provided in this Section 4, holders of Junior Securities shall, subject to
the respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and holders of
Series __ Preferred Stock shall not be entitled to share therein.

     5. Redemption. (a) [The Series __ Preferred Stock shall not be redeemable
by the Corporation before ___________, 20__. On and after _____________, 20__,]
to the extent the Corporation has funds legally available for such payment, the
Corporation may redeem at its option shares of Series __ Preferred Stock, at
any time in whole or


                                       4



from time to time in part, at a redemption price of [$__] per share, plus
accrued and unpaid dividends thereon to the redemption date, in cash without
interest.

     (b) To the extent the Corporation has funds legally available for such
payment, commencing on ___________, 20__ and on each ____________ thereafter,
the Corporation shall redeem a number of shares of Series __ Preferred Stock
equal to __% of the highest number of shares of Series __ Preferred Stock at
any time outstanding, at a redemption price of $__ per share, plus accrued and
unpaid dividends thereon to the redemption date, in cash without interest.
Shares of Series __ Preferred Stock previously retired (other than pursuant to
this Section 5(b)) and shares of Series __ Preferred Stock previously or
simultaneously acquired by the Corporation and retired, that have not been
credited against the redemption requirement set forth in this Section 5(b), may
be applied, in whole or in part, to satisfy the Corporation's obligations under
this Section 5(b).

     [(c) To the extent the Corporation has funds legally available for such
payment, on [maturity date], if any shares of the Series __ Preferred Stock
shall be outstanding, the Corporation shall redeem all outstanding shares of
the Series __ Preferred Stock, at a redemption price of $____ per share, plus
accrued and unpaid dividends thereon to the redemption date, in cash without
interest.]

     (d) Shares of Series __ Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed, shall (upon
compliance with any applicable provisions of the laws of the State of Delaware)
have the status of authorized and unissued shares of the class of Preferred
Stock undesignated as to series and may be redesignated and reissued as part of
any series of the Preferred Stock; provided that no such issued and reacquired
shares of Series __ Preferred Stock shall be reissued or sold as Series __
Preferred Stock.


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     (e) If and so long as any obligation of the Corporation to redeem all
outstanding shares of Series __ Preferred Stock pursuant to Sections 5(b) and
5(c) (the "Mandatory Redemption Obligation") is not fully discharged, the
Corporation shall not, and shall cause its subsidiaries not to, directly or
indirectly, (i) redeem or otherwise acquire any Parity Security or discharge
any mandatory or optional redemption, sinking fund or other similar obligation
in respect of any Parity Securities (except in connection with a redemption,
sinking fund or other similar obligation to be satisfied pro rata with the
Series __ Preferred Stock) or (ii) in accordance with Section 3(d), declare or
make any Junior Securities Distribution, or discharge any mandatory or optional
redemption, sinking fund or other similar obligation in respect of the Junior
Securities.

     (f) Notwithstanding the foregoing provisions of this Section 5, unless
full cumulative cash dividends (whether or not declared) on all outstanding
shares of Series __ Preferred Stock have been paid or contemporaneously are
declared and paid or set apart for payment for all dividend periods terminating
on or before the applicable redemption date, none of the shares of Series __
Preferred Stock shall be redeemed, and no sum shall be set aside for such
redemption, unless shares of Series __ Preferred Stock are redeemed pro rata.

     6. Procedure for Redemption. (a) If fewer than all the outstanding shares
of Series __ Preferred Stock are to be redeemed, the number of shares to be
redeemed shall be determined by the Board of Directors and the shares to be
redeemed shall be selected by lot or pro rata (with any fractional shares being
rounded to the nearest whole share) as may be determined by the Board of
Directors (subject to Section 5(f)).

     (b) If the Corporation redeems shares of Series __ Preferred Stock, notice
of such redemption shall be given by first class mail, postage prepaid, mailed
not less than 30 days nor more than 60 days before the redemption date, to each
holder of record of the shares to be redeemed at such holder's address as the
same appears on the Corporation's stock register; provided that neither the
failure to give


                                       6



such notice nor any defect therein shall affect the validity of the giving of
such notice except as to the holder to whom the Corporation has failed to give
said notice or whose notice was defective. Each such notice shall state: (i)
the redemption date; (ii) the number of shares of Series __ Preferred Stock to
be redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date.

     (c) Notice having been mailed as aforesaid, from and after the redemption
date (unless the Corporation defaults in providing money for the payment of the
redemption price of the shares called for redemption), dividends on the shares
of Series __ Preferred Stock so called for redemption shall cease to accrue,
and all rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption price) shall
cease. Upon surrender in accordance with said notice of the certificates for
any shares so redeemed (properly endorsed or assigned for transfer, if the
Board of Directors of the Corporation shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the redemption
price aforesaid. If fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

     7. Voting Rights. (a) Holders of record of shares of Series __ Preferred
Stock are not entitled to any voting rights except as provided in this Section
7 or otherwise by law.

     (b) If and whenever six quarterly dividends (whether or not consecutive)
payable on the Series __ Preferred Stock have not been paid in full or if the
Corporation fails to discharge its Mandatory Redemption Obligation, the number
of directors then constituting the Board of Directors shall be increased by two
and the holders of Series


                                       7



__ Preferred Stock, together with the holders of every other series of
preferred stock upon which like rights to vote for the election of two
additional directors have been conferred and are exercisable (resulting from
either the failure to pay dividends or the failure to redeem) (any such other
series being the "Preferred Shares"), voting as a single class regardless of
series, shall be entitled to elect the two additional directors to serve on the
Board of Directors at any annual meeting of stockholders or special meeting
held in place thereof, or at a special meeting of the holders of the Series __
Preferred Stock and the Preferred Shares called as hereinafter provided. When
all arrears in dividends on the Series __ Preferred Stock and the Preferred
Shares then outstanding have been paid and dividends thereon for the current
quarterly dividend period have been paid or declared and set apart for payment,
or the Corporation has fulfilled its Mandatory Redemption Obligation, as the
case may be, then the right of the holders of the Series __ Preferred Stock and
the Preferred Shares to elect such additional two directors shall cease (but
subject always to the same provisions for the vesting of such voting rights in
the case of any similar future arrearages in six quarterly dividends or failure
to fulfill any Mandatory Redemption Obligation), and the terms of office of all
Persons elected as directors by the holders of the Series __ Preferred Stock
and the Preferred Shares shall immediately terminate and the number of the
Board of Directors shall be reduced accordingly. At any time after such voting
power has been so vested in the holders of Series __ Preferred Stock and the
Preferred Shares, the secretary of the Corporation may, and upon the written
request of any holder of Series __ Preferred Stock (addressed to the secretary
at the principal office of the Corporation) shall, call a special meeting of
the holders of the Series __ Preferred Stock and of the Preferred Shares for
the election of the two directors to be elected by them as herein provided,
such call to be made by notice similar to that provided in the by-laws of the
Corporation for a special meeting of the stockholders or as required by law. If
the secretary does not call a meeting as above provided within 20 days after
receipt of any such request, then any holder of Series __ Preferred Stock may
call such meeting, upon the notice above provided, and for that purpose shall
have access to the stock books of the Corporation. The directors


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elected at any such special meeting shall hold office until the next annual
meeting of the stockholders or special meeting held in lieu thereof if such
office shall not have terminated as above provided. If any vacancy shall occur
among the directors elected by the holders of the Series __ Preferred Stock and
the Preferred Shares, a successor shall be elected by the Board of Directors,
upon the nomination of the then-remaining director elected by the holders of
the Series __ Preferred Stock and the Preferred Shares or the successor of such
remaining director, to serve until the next annual meeting of the stockholders
or special meeting held in place thereof if such office shall not have
terminated as provided above.

     (c) So long as any shares of Series __ Preferred Stock are outstanding,
the Corporation shall not, without the written consent of a majority of the
outstanding shares of Series __ Preferred Stock or affirmative vote of holders
of a majority of the outstanding shares of Series __ Preferred Stock at a
meeting of the holders of Series __ Preferred Stock duly called for such
purpose, amend, alter or repeal (by merger, consolidation, combination,
reclassification or otherwise) any provision of its Certificate of
Incorporation or by-laws so as to materially adversely affect the preferences,
rights or powers of the Series __ Preferred Stock; provided that any such
amendment that changes the dividend payable on or the liquidation preference of
the Series __ Preferred Stock requires the affirmative vote at a meeting of
holders of Series __ Preferred Stock duly called for such purpose or written
consent of the holder of each share of Series __ Preferred Stock.

     (d) Without the written consent of a majority of the outstanding shares of
Series __ Preferred Stock or affirmative vote of holders of a majority of the
outstanding shares of Series __ Preferred Stock at a meeting of such holders
duly called for such purpose, the Corporation shall not (i) issue any
additional Series __ Preferred Stock or (ii) create, authorize or issue any
[Parity Securities or Senior Securities] or increase the authorized amount of
any such other class or series, other than issuances of Parity Securities in
connection with any merger in which the Corporation is the surviving entity.


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     (e) In exercising the voting rights set forth in this Section 7, each
share of Series __ Preferred Stock shall have one vote per share, except that
when any other series of preferred stock has the right to vote with the Series
__ Preferred Stock as a single class on any matter, then the Series __
Preferred Stock and such other series shall have with respect to such matters
one vote per $____ of stated liquidation preference. Except as otherwise
required by applicable law or as set forth herein, the shares of Series __
Preferred Stock shall not have any relative, participating, optional or other
special voting rights and powers and the consent of the holders thereof shall
not be required for the taking of any corporate action.

     8. Reports. So long as any of the Series __ Preferred Stock is
outstanding, the Corporation will furnish the holders thereof with the
quarterly and annual financial reports that the Corporation is required to file
with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934 or, if the Corporation is not required to
file such reports, reports containing the same information as would be required
in such reports.

     9. General Provisions. (a) The term "Person" as used herein means any
corporation, limited liability company, partnership, trust, organization,
association, other entity or individual.

     (b) The term "outstanding", when used with reference to shares of stock,
shall mean issued shares, excluding shares held by the Corporation or a
subsidiary of the Corporation.

     (c) The headings of the sections of this Certificate of Designations are
for convenience of reference only and shall not define, limit or affect any of
the provisions hereof.


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     IN WITNESS WHEREOF, [Issuer] has caused this Certificate of Designations
to be signed and attested by the undersigned this __ day of ________, 20__.

                                                INTERNATIONAL PAPER COMPANY


                                                By:____________________________
                                                   Name:
                                                   Title:


ATTEST:


____________________________________
Name:
Assistant Secretary


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