0001193125-10-040916 Sample Contracts

INTERNATIONAL PAPER COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 25th, 2010 • International Paper Co /New/ • Paper mills • New York

The International Paper Company 2009 Incentive Compensation Plan (the “Plan”), provides for the award of restricted stock units (“RSU’s”), which are a derivative security based on shares of common stock of International Paper Company, a New York corporation (the “Company. The terms and provisions of the Plan are incorporated by reference herein.

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INTERNATIONAL PAPER COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 25th, 2010 • International Paper Co /New/ • Paper mills • New York

The International Paper Company 2009 Incentive Compensation Plan (the “Plan”), provides for the award of restricted stock units(“RSU’s”), which are a derivative security based on shares of common stock of International Paper Company, a New York corporation (the “Company”). The terms and provisions of the Plan are incorporated by reference herein.

INTERNATIONAL PAPER COMPANY INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 25th, 2010 • International Paper Co /New/ • Paper mills • New York

The International Paper Company 2009 Incentive Compensation Plan (the “Plan”) provides for the award of restricted shares of common stock of International Paper Company, a New York corporation (the “Company”), under the terms of the Plan. The terms and provisions of the Plan are incorporated by reference herein.

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