POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and

appoints each of Maura A. Smith, Andrea L. Dulberg, Rebecca Bouldien, Victor G. Merritt and

Beth Murphree as the undersigned's true and lawful attorneys-in-fact to:

(1) execute and deliver for and on behalf of the undersigned, in the

undersigned's capacity as a reporting person pursuant to Section 16 of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the

rules thereunder, of International Paper Company (the "Company"), Forms 3, 4

and 5 in accordance with Section 16(a) of the Exchange Act (or any other forms,

amendments or documents described in or relating to the rules promulgated under

Section 16 of the Exchange Act);

(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute any

such Form 3, 4 or 5 and timely file such form with the United States Securities

and Exchange Commission and stock exchange or similar authority, electronically

or otherwise; and

(3) take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of any of such attorneys-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by any of such

attorneys-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions

as any of such attorneys-in-fact may approve in the discretion of any of such

attorneys-in-fact.The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise of any

of the rights and powers herein granted, as fully to all intents and purposes

as the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that any

of such attorneys-in-fact, or the substitute or substitutes of any of such

attorneys-in-fact, shall lawfully do or cause to be done by virtue of this

Power of Attorney and the rights and powers herein granted.  The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such capacity

at the request of the undersigned, are not assuming, nor is the Company

assuming,any of the undersigned's responsibilities to comply with Section 16

of the Exchange Act. This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to file Forms 3, 4 and 5

with respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a signed

writing delivered to the Company.By execution of this Power of Attorney, the

undersigned hereby revokes any prior powers of attorney that the undersigned

may have executed in connection with the execution, delivery, recording,

filing, attesting or other act with regard to Forms 3, 4 or 5 or any other

forms,amendments or documents described in or relating to the rules promulgated

under Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this _9_ day of ____December_____, 2003.



Signature: /s/ Charles R. Shoemate

Signature of Reporting Person

By:

Name: Charles R. Shoemate











ACKNOWLEDGEMENT





STATE OF CONNECTICUT









ss:

COUNTY OF FAIRFIELD









On this _9___ day of _____December___________, 2003, before me personally came

____Charles R. Shoemate________, to me known to be the individual described in

and who executed the foregoing instrument, and acknowledged that he or she

executed the same.







Notary Public





/s/Paula Bauer





(NY) 10650/292/BEN03/poa.form.doc





(NY) 10650/292/BEN03/poa.form.doc