INTERNATIONAL PAPER CO /NEW/
EXHIBIT 10.12
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<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.12
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                           INTERNATIONAL PAPER COMPANY

                            PENSION RESTORATION PLAN

                                       FOR

                               SALARIED EMPLOYEES





                             Effective April 1, 1991

                      As Amended Effective January 1, 1993








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                                    PREAMBLE


     The purpose of this International Paper Company Pension Restoration Plan
for Salaried Employees (the "Plan") is to provide for the payment of
supplemental pension benefits, out of the general assets of International Paper
Company (the "Company"), to an eligible salaried employee in situations where
such employee's full accrued pension benefits cannot be paid out of the trust
established under the tax-qualified retirement plan or plans sponsored by the
Company or any of its subsidiaries in which such employee participates because
of statutory limitations imposed by Internal Revenue Code Sections 415 and
401(a)(17) and other statutes and regulations.

     The portion of this unfunded plan which provides benefits solely as a
result of the impact of Internal Revenue Code Section 415 is an "excess benefit
plan" as defined in Section 3 (36) of the Employee Retirement Income Security
Act of 1974, as amended (and related provisions of the Internal Revenue Code of
1986, as amended). The Plan was authorized, effective April 1, 1991, by a
resolution of the Board of Directors of the Company dated April 9, 1991.

     Effective January 1, 1993, the Plan was amended to recognize compensation
deferred under a non-qualified savings plan of the Company or its United States
subsidiaries and awards deferred under the Company's Management Incentive Plan.







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                                    ARTICLE I

                                   DEFINITIONS


     1.01 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     1.02 "Company" shall mean International Paper Company and any successor by
merger, purchase or otherwise.

     1.03. "Effective Date" shall mean April 1, 1991.

     1.04. "Eligible Participant" shall mean any salaried employee of the
Company or any of its United States subsidiaries or affiliated business entities
who is a participant in a Pension Plan on or after the Effective Date and whose
pension benefits determined on the basis of the provisions of such Pension Plan
(without regard to the limitations of the Code) would exceed the Maximum Benefit
permitted under Sections 415 and 401(a)(17) and other provisions of the Code,
and who is not eligible for a comparable statutory limitation excess benefit
under any other plan sponsored by the Company or its subsidiaries.

     1.05 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

     1.06 "Maximum Benefit" shall mean the monthly equivalent of the maximum
benefit permitted by the Code to be paid to an Eligible Participant by a Pension
Plan under Sections 415, 401(a)(17) and other provisions of the Code.

     1.07 "Pension Plan" shall mean the Retirement Plan of International Paper
Company as amended, and any other defined benefit tax-qualified retirement plan
for salaried employees sponsored by the Company or any of its United States
subsidiaries or affiliated business entities in which an Eligible Participant is
a participant.

     1.08 "Plan" shall mean the International Paper Company Pension Restoration
Plan for Salaried Employees as from time to time amended or restated, a portion
of which shall be an unfunded excess benefit plan as defined in ERISA Section
3(36).

     1.09 "Unrestricted Benefit" shall mean the maximum monthly Normal or Early
Retirement Benefit (whichever is applicable), determined on the basis of the
provisions of a Pension Plan without regard to the limitations imposed under
Sections 415 and 401(a)(17) of the Code or other statutory limitations, and by
including in the Pension Plan's definition of "Compensation" any compensation
deferred under a non-qualified savings plan sponsored by the Company or its
United States subsidiaries and awards deferred under the Company's Management
Incentive Plan, in the calendar year of deferral.






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                                   ARTICLE II

                            BENEFITS UNDER THIS PLAN


     2.01 Normal Retirement Benefit: Upon the Normal Retirement of an Eligible
Participant (as provided under the applicable Pension Plan), such Eligible
Participant shall be entitled to a monthly benefit from this Plan equal to the
amount of his or her Unrestricted Benefit less the Maximum Benefit.

     2.02 Early Retirement Benefit: Upon the Early Retirement of an Eligible
Participant (as provided under the applicable Pension Plan), such Eligible
Participant shall be entitled to a monthly benefit from this Plan equal to his
or her Unrestricted Benefit less the Maximum Benefit.

     2.03 Surviving Spouse's Benefit: In the event an Eligible Participant dies
before benefit payments commence under Section 2.05 below, and his or her spouse
is eligible for a surviving spouse's benefit under an applicable Pension Plan,
the Eligible Participant's surviving spouse shall be entitled to a monthly
benefit from this Plan equal to the surviving spouse's benefit determined in
accordance with the provisions of the applicable Pension Plan (without regard to
the limitations under the Code) less the Maximum Benefit.

     2.04 Coordination of Benefit Payments: In the event an Eligible Participant
or surviving spouse entitled to a benefit under this Plan is also entitled to a
benefit under the International Paper Company Unfunded Supplemental Retirement
Plan for Senior Managers, the benefit determined under Section 2.01, 2.02 or
2.03 above shall be reduced by the amount of such other plan's benefit,
determined on the same basis as this Plan's benefit.

     2.05 Forms of Benefit Payment: The forms of benefit payment available under
this Plan (including joint and survivor annuity benefit options) shall be the
same as under the provisions of the applicable Pension Plan. Any election made
by an Eligible Participant as to form of benefit payment under the provisions of
the Pension Plan shall be deemed also to have been made with respect to the
benefit payable under this Plan, and any early retirement or actuarial reduction
factors applied to the benefit elected under the Pension Plan shall be similarly
applied to the benefit payable under this Plan. Benefits payable under this
Article II shall commence at the same time benefits payable under the applicable
Pension Plan commence.

     2.06 Benefit Not Assignable: An Eligible Participant's rights under this
Plan shall not be subject to assignment, encumbrance, garnishment, attachment or
charge (whether voluntary or involuntary), and, in the event of any such
assignment, action or proceeding, any benefit otherwise payable under this Plan
shall be deemed terminated or forfeited.






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                                   ARTICLE III

                               GENERAL PROVISIONS


     3.01 Administration of Plan: The Plan Administrator of this Plan shall be
the Vice President - Human Resources of the Company. This Plan shall be
administered by the Plan Administrator who shall have discretion to interpret
the provisions of the Plan, to determine the amount of benefits payable under
the Plan, and to decide any questions or disputes arising under the Plan. All
such decisions made by the Plan Administrator shall be final and binding on the
Company, its subsidiaries, the Eligible Participants and their heirs or
beneficiaries.

     3.02 Amendment or Termination of Plan: The Company reserves the right to
amend, modify or terminate this Plan at any time by authority of its Board of
Directors, provided that such action shall not adversely affect any Eligible
Participant's rights to a benefit which has become payable pursuant to the
provisions of this Plan prior to such action.

     3.03 Termination of Employment: Nothing contained in this Plan shall be
construed as a contract of employment between the Company or a subsidiary and
any Eligible Participant, or as a right of any Eligible Participant to be
continued in employment of the Company or a subsidiary, or as a limitation on
the right of the Company or a subsidiary to discharge any of its employees, with
or without cause.





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