Exhibit 10.4
AMENDMENT NO. 2
INTERNATIONAL PAPER
COMPANY
LONG-TERM INCENTIVE COMPENSATION
PLAN
The International
Paper Company Long-Term Incentive Compensation Plan
(the “Plan”) is hereby amended effective the
13 th day of October 2008, as
follows:
1. By deleting Section 4(d) in
its entirety and inserting the following language in lieu
thereof:
“(d) “ 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 accordance with the instructions of such
employ
