Exhibit 10.3
AMENDMENT NO. 1
INTERNATIONAL PAPER
COMPANY
UNFUNDED SUPPLEMENTAL RETIREMENT
PLAN
FOR SENIOR
MANAGERS
The International
Paper Company Unfunded Supplemental Retirement Plan for Senior
Managers, as amended and restated January 1, 2008 (the
“SERP”), is hereby amended effective the 13
th
day of October
2008, as follows:
1. By deleting Section 11(B) in
its entirety and inserting the following language in lieu
thereof:
“(B) For purposes of this
Section 11, the term “ Change of Control ”
of the Company shall mean:
(1) the consummation of any
transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person”
or “group” (as those terms are used in
Section 13(d)(3) of the Securities Exchange Act of 1934,
hereinafter the “Exchange Act”) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of the
Company’s voting stock representing 30% or more of the voting
power of the Company’s outstanding voting stock, provided,
however , that an employee of the Company or any of its
subsidiaries for whom shares are held under an employee stock
ownership, employee retirement, employee savings or similar plan
and whose shares are voted in
