Exhibit 10.5
AMENDMENT NO. 2
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 14
th
day of October
2008, as follows:
1. By deleting Section 4 in its
entirety and inserting the following language in lieu
thereof:
“4. Vesting
.
An Eligible Employee who has
attained his or her Vesting Date while employed by the Company
shall be vested in his or her retirement benefits under the
Plan.
For purposes of the Plan, “
Vesting Date ” shall mean:
(A) his or her attainment of age 55;
and
(B) completion of five years of
Vesting Service.”
2. By inserting the following
language as a new paragraph immediately following the end of
Section 5(A)(iii):
“An Eligible Employee’s
Supplemental Benefit shall be reduced by 4% for each year that
commencement of payment precedes age 62. Notwithstanding the
foregoing, the Supplemental Benefit for any Participant who retires
or whose service terminates and who has completed at least 20 years
of vesting ser
