SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities  Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,  thereunto duly authorized. KNOW ALL MEN BY THESE PRESENTS, that each person whose  signatur e appears below constitutes and appoints Maura A. Smith and Andrea L. Dulberg, jointly and severally, as his or her true and lawful  attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution for him and in his name, place and  stead, in any and all capacities, to sign any or all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said atto rney-in-fact full power and authority to do and reform each and every act and thing requisite or necessary to be done, hereby ratifying and  confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934,  this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates  indicated: March 10, 2005 Signature Title Date /S/ JOHN V. FARACI Chairman of the  Board, Chief March 10, 2005 __________________________ Executive Officer and Director John V. Faraci /S/ ROBERT M. AMEN President and  Director March 10, 2005 __________________________ Robert M. Amen /S/ MARTHA FINN BROOKS Director March 10, 2005 __________________________ Martha Finn Brooks /S/ SAMIR G. GIBARA Director March 10, 2005 __________________________ Samir G. Gibara /S/ JAMES A. HENDERSON Director March 10, 2005 __________________________ James A. Henderson /S/ W. CRAIG MCCLELLAND Director March 10, 2005 __________________________ W. Craig McClelland INTERNATIONAL PAPER COMPANY POWER OF ATTORNEY Maura A. Smith Senior Vice President, General Counsel and Corporate Secretary /S/ MAURA A. SMITH By: _______________________ 88