RETIREMENT AGREEMENT

                                                                    Exhibit 10.1

                              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
retirement, Executive will not publish, use or otherwise disclose (except as
directed by the Company) any Confidential Information of the Company, whether in
the possession of the Company or its employees (including, but not limited to,
Executive).

    Executive agrees and represents that as of the effective date of retirement,
Executive will not retain any documents containing Confidential Information and
will deliver to the Company by the effective date of retirement any such
documents or other Company property in Executive's possession or under
Executive's control and will not use any Confidential Information for
Executive's own purposes or for the purposes of others either in any future jobs
or to create Inventions or Intellectual Property.

    Executive acknowledges and agrees that the Company owns any and all rights
and interests in any Inventions or Intellectual Property which Executive
conceives of, develops or assists in developing in whole or in part prior to the
effective date of retirement that: (a) relates to the Company's current business
or anticipated future businesses; (b) uses the Company's information, equipment,
facilities or supplies; (c) is or was created or conceived of, in whole or part,
while working on the Company's time; or (d) results from Executive's work for
the Company. Executive agrees to promptly notify the Company's General Counsel
of any such Inventions or Intellectual Property. Any such Inventions or
Intellectual Property conceived or developed, in whole or in part, during
Executive's tenure with the Company will be presumed to be owned by the Company
unless Executive can prove otherwise.

    Executive agrees and represents the Executive has disclosed to the Company
or will disclose to the Company by the effective date of retirement any
Inventions or Intellectual Property that Executive has conceived of, developed
or assisted in developing while employed by the Company.

    "Confidential Information" as used in this Retirement Agreement includes,
but is not limited to, any information possessed or owned by the Company which
is not generally known to the public, especially if such information gives the
Company a competitive advantage or its disclosure would harm the Company. It
includes, but is not limited to, trade secrets, proprietary information and all
other information, documents or materials, owned, developed or possessed by the
Company or any employee of the Company, whether tangible or intangible, relating
in any way to the Company's research and development, customers, prospective
customers, business plans, business relationships, products or processes, costs
or profit information or data from which that information could be derived,
human resources (including internal evaluations of the performance, capability
and potential of any Company employee), business methods, databases and computer
programs.

    "Inventions or Intellectual Property" as used in this Retirement Agreement
includes, but is not limited to, anything which can be protected as a trade
secret, copyright, patent or trademark, whether it arises in the form of a
concept, idea, innovation, improvement or discovery and whether it relates to a
formula, design, product, process, equipment, method of doing business,
manufacturing technique, forestry technique, plant variety, seed, or an
expression or a writing describing any of the foregoing.

    This provision is in no way intended to conflict with, restrict, limit or in
any other manner change the obligation to which Executive is bound by any other
agreement entered into with the Company relating to Confidential Information
and/or Inventions or Intellectual Property.

    7. Cooperation. During and after Executive's employment, Executive shall
furnish any information in his possession and fully cooperate with the Company
in connection with any litigation, administrative proceeding or inquiry that
involves the Company, or its then-current or former officers, directors,
employees or agents, about which Executive may have knowledge or information.

    Such cooperation shall include, but not be limited to being available to
meet and speak with officers or employees of the Company and/or the Company's
counsel or advisors at reasonable times and locations, executing accurate and
truthful documents, providing accurate and truthful testimony at a deposition
and/or trial without the necessity of service of a subpoena, and taking such
other actions as may reasonably be requested by the Company and/or the Company's
counsel to effectuate the foregoing.

    If Executive is required to participate in any legal action or proceeding
relating to the Company, the Company shall provide legal counsel to the extent
permissible by law. The Company shall also reimburse Executive for any
reasonable out-of-pocket expenses incurred by Executive in fulfilling the
obligations set forth in this Section 7.

    Executive further represents and agrees that he shall not voluntarily
furnish information to or cooperate with any non-governmental entity (other than
the Company) that is a party to a proceeding or legal action involving the
Company. Nothing in this Agreement shall prohibit Executive from providing
truthful testimony or information in response to a subpoena, court order or
similar legal process; provided, however, that prior to providing any such
testimony or making any such disclosure, Executive shall provide the Company
with timely notice of the subpoena, court order or similar legal process as
promptly as practicable after receiving any such request to allow the Company a
reasonable opportunity to seek a protective order or other relief limiting or
barring such testimony and/or disclosure.

    8. Non-Competition Agreement.

    (a)   Provision re Non-Competition. Section 3 of the Confidentiality and
          Non-Competition Agreement entered into between Executive and the
         Company on March 24, 2003 (the "CNA"), shall be deleted in its entirety
         upon retirement. Notwithstanding the foregoing, until the first
         anniversary of the Executive's retirement (the "non-compete period"),
         Executive shall not, directly or indirectly, as principal, agent,
         employee, consultant, director or otherwise engage in activities for or
         render services to Stora Enso, UPM Kymenee or Mondi or any subsidiary,
         spin-off, division or other affiliated entity of such company.

    (b)   Furthermore, until the first anniversary of Executive's retirement from
         the Company, Executive will not pursue a position of any nature with,
         or directly or indirectly render services to, a spin-off of
         Weyerhaeuser's uncoated free sheet business without first notifying,
         and obtaining consent from, the Company. If the Company does not
         consent and Executive is unable, during the non-compete period, despite
         diligent search, to obtain employment consistent with his experience
         and education by reason of not being allowed to work for a spin-off of
         Weyerhaeuser's uncoated free sheet business, Executive shall so notify
         the Company in writing or by telephone. Upon receipt of such
         notification, the Co