RETIREMENT AGREEMENT





    Robert M. Amen and International Paper Company have reached the following

Retirement Agreement, dated as of March 21, 2006. In this Retirement Agreement,

"Executive" refers to Robert M. Amen and "Company" refers to International Paper

Company and its affiliates, subsidiaries, predecessors, successors and assigns,

and their respective officers, directors, employees and agents.



                              Reasons for Agreement

                              ---------------------



    1. Executive will retire from the Company on March 31, 2006.



    2. If Executive enters into this Retirement Agreement, Executive is eligible

to receive a Termination Allowance ("Allowance") under the Company Salaried

Employee Severance Plan ("Severance Plan") which is calculated on the basis of

two weeks' salary for each year or partial year of applicable service and to

certain other benefits described herein.



    Wherefore, in consideration of the mutual promises and obligations herein,

Executive and the Company agree as follows:



                               Terms of Agreement

                               ------------------



    1. Consideration



    (a)  Allowance. Executive will receive the Allowance provided under the

         terms of the Severance Plan. The Allowance provided under the terms of

         the Severance Plan is two weeks' salary for each year or partial year

         of applicable service. The Allowance will be paid in a lump sum cash

         payment as soon as practicable following the later of the effective

         date of retirement or the receipt of the signed Retirement Agreement

         (absent revocation). The Company will withhold from Executive's

         Allowance taxes and other deductions as required by law.



         i.   A calculation of the Allowance applicable to Executive is shown on

              Exhibit A to this Retirement Agreement. It is understood, however,

              that notwithstanding the amounts shown on Exhibit A, the amount of

              Executive's Allowance will be calculated in accordance with, and

              subject to, the terms of the Severance Plan.



         ii.  Acknowledgement of Receipt of Summary Plan Description. Executive

              understands and agrees that the terms of his Allowance are

              governed by and subject to the terms of the Severance Plan, which

              are set forth in the applicable Summary Plan Description ("SPD")

              and are incorporated by reference into this Retirement Agreement.

              By executing this Retirement Agreement, Executive represents and

              warrants that Executive has received a copy of the SPD and has had

              a full opportunity to study and obtain independent legal advice,

              if desired, as to the terms of the SPD before executing this

              Retirement Agreement.





    2. Payment for Loss on Anticipated Move to Memphis, TN. The Company has

reimbursed Executive for his financial loss of $50,000 (fifty-thousand dollars)

resulting from his deposit that was forfeited due to the termination of the

purchase agreement entered into by Executive for the purchase of a residence in

Memphis, TN. The Company also paid $34,357.20 (thirty-four thousand,

three-hundred fifty seven dollars and twenty cents) in liquidated damages and

attorneys' fees resulting from the termination of such purchase agreement. These

payments made to Executive or on behalf of Executive pursuant to this Section 2

were grossed up for tax purposes.



    3. Other Payments. Executive is entitled to the following provided he

remains with the Company until March 31, 2006:



    (a)  SERP. Executive shall be vested in his benefit under the International

         Paper Company Unfunded Supplemental Retirement Plan for Senior

         Managers, as amended and restated effective January 1, 2005 (the

         "SERP"). Executive may retire on an early Retirement Date (as such term

         is defined in the SERP) with a reduction to Executive's SERP benefit

         for early commencement, in accordance with the provisions set forth in

         Section 5(D) of the SERP. Payment of Executive's SERP benefit will be

         made in a lump sum distribution on January 1, 2007. Executive's SERP

         benefit will be subject to the terms and conditions of the SERP and

         paid in compliance with Section 409A of the Internal Revenue Code of

         1986, as amended.



    (b)  Accelerated Vesting of Restricted Stock. Seventeen thousand (17,000)

         restricted shares of common stock, plus related accrued dividends, of

         the Company granted to Executive on January 11, 1994, pursuant to the

         Executive Continuity Award (the "ECA") shall become vested upon

         retirement. All other restricted stock held by Executive, including,

         without limitation, any additional grants under the ECA, shall be

         forfeited upon retirement.



    (c)  Continuation of Medical and Dental Coverage. The Company shall pay the

         cost for six months of Executive's and Executive's dependents medical

         and dental coverage as described in Exhibit B to this Agreement. If

         Executive has not become eligible for coverage under another group

         health plan on or before the end of such six month period, the Company

         shall continue to pay for such coverage until the earlier of (i) the

         first anniversary of his retirement or (ii) the date Executive becomes

         eligible for coverage under another group health plan.



    4. Release of Claims. Executive hereby waives and releases the Company from

any and all claims and demands Executive may have based on Executive's

employment with the Company or the termination of that employment. This waiver

and release includes, but is not limited to, a permanent and irrevocable waiver

and release of any and all rights or claims Executive may have under the Age

Discrimination in Employment Act, which prohibits age discrimination in

employment; Title VII of the Civil Rights Act of 1964, as amended, which

prohibits harassment or discrimination in employment based on race, color,

national origin, religion or sex; the Equal Pay Act, which prohibits paying men

and women unequal pay for equal work; the Americans with Disabilities Act, which

prohibits discrimination based on disability; the Family and Medical Leave Act,

which provides for unpaid leave for family or medical reasons; and any other

federal, state or local laws, ordinances, or regulations prohibiting employment

discrimination or regulating the employment relationship or the terms and

conditions of employment. This release also includes an irrevocable waiver and

release of any claims for breach of express or implied contract, including any

contract of employment entered into prior to the date of this Retirement

Agreement, and any other claims under any federal, state or local statutory or

common law relating in any way to the employment relationship. This irrevocable

waiver and release covers both claims that Executive knows about and those

Executive does not know about. This irrevocable waiver and release applies to

any occurrence or claim that arises before Executive executes this Retirement

Agreement.



    Notwithstanding the foregoing, Executive does not waive or release any claim

to a vested pension benefit in accordance with, and subject to, the terms of the

Retirement Plan of International Paper Company, any claim to Workers'

Compensation benefits or any other benefit to which Executive is entitled as set

forth in Exhibit B.



    5. No Further Payments. Executive understands and agrees that the benefits

stated herein are all that Executive is entitled to receive from the Company,

except for benefits set forth in Exhibit B, and any salary, wages or benefits

earned for work, if any, performed between the date of execution of this

Retirement Agreement and the effective date of retirement. Executive will not

receive any further wage, commission, incentive, separation or similar payments

from the Company, including any payments(s) that may have been specified by any

other agreement.



    6. Obligations Regarding Confidentiality, Inventions and Intellectual

Property. Executive agrees that at all times after the effective date of

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