INTERNATIONAL PAPER COMPANY EXECUTIVE MANAGEMENT INCENTIVE PLAN

Exhibit 10.2

INTERNATIONAL PAPER COMPANY

EXECUTIVE MANAGEMENT INCENTIVE PLAN

TABLE OF CONTENTS

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INTERNATIONAL PAPER COMPANY

EXECUTIVE MANAGEMENT INCENTIVE PLAN

ARTICLE 1

ESTABLISHMENT OF PLAN

1.1 BACKGROUND . This Executive Management Incentive Plan (the “Executive MIP” or the “Plan”) is a subplan of the International Paper Company 2009 Incentive Compensation Plan (the “2009 Incentive Plan”), consisting of a program for the grant of annual performance-based cash awards under Article 10 of the 2009 Incentive Plan. This Plan has been established and approved, and will be administered by, the Committee pursuant to the terms of the 2009 Incentive Plan, including without limitation, Article 11 thereof. It is intended that the Performance Bonuses earned under this Plan shall be Qualified Performance-Based Awards with respect to Participants who are Covered Employees, with the intent that the Performance Bonuses will be fully deductible by the Company without regard to the limitations of Internal Revenue Code Section 162(m). The applicable Award limits of Section 5.4 of the 2009 Incentive Plan shall apply with respect to this Plan. As of the Effective Date, Section 5.4 of the 2009 Incentive Plan provides that the maximum aggregate amount that may be paid with respect to cash-based Awards under the 2009 Incentive Plan to any one Participant in any fiscal year of the Company is $10,000,000. In the event of any actual or alleged conflict between the provisions of the 2009 Incentive Plan and the provisions of this Plan, the provisions of the 2009 Incentive Plan shall be controlling and determinative.

1.2. PURPOSE . The purpose of this Plan is to provide for the payment of a cash bonus to eligible employees of the Company, the payment of which will be based on the achievement of Company Business Objectives during a Plan Year. Company Business Objectives are designed to focus on overall corporate financial results that drive shareowner value.

1.3. EFFECTIVE DATE . This Plan was approved by the Committee on February 9, 2009, to be effective as of the beginning of Plan Year 2009, contingent on shareowner approval of the 2009 Incentive Compensation Plan.

ARTICLE 2

DEFINITIONS

2.1. DEFINITIONS . Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2009 Incentive Plan. In addition, the following terms shall have the following meanings for purposes of this Plan, unless the context in which they are used clearly indicates that some other meaning is intended.

Company Business Objectives . The Company Business Objectives established by the Committee for a Plan Year, as provided in Article 5.

Effective Date . January 1, 2009.

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Executive Management Incentive Plan or Plan . The International Paper Company Executive Management Incentive Plan, a subplan of the 2009 Incentive Plan, as set forth in this document together with any subsequent amendments hereto.

GAAP . Generally accepted accounting principles for U.S. companies.

Individual Award Limit . Has the meaning described in Section 5.2.

Performance Bonus . The bonus payable to a Participant under this Plan calculated by reference to the achievement of applicable Company Business Objectives, as determined in accordance with Article 5.

Plan Year . January 1 to December 31 of each year.

Schedule . Means a document setting forth Company Business Objectives for a Plan Year, and the relative weightings of such measures and such other information as the Committee determines is appropriate.

ARTICLE 3

ADMINISTRATION

3.1. COMMITTEE . This Plan shall be administered by the Committee.

3.2. AUTHORITY OF COMMITTEE . Without limiting its authority under Article 4 of the 2009 Incentive Plan, the Committee has the exclusive power, authority and discretion to:

(a) Designate Participants for each Plan Year;

(b) Establish and review Company Business Objectives and weightings for different Company Business Objectives for each Plan Year;

(c) Establish Target Bonuses for Participants for each Plan Year;

(d) Determine whether and to what extent Company Business Objectives were achieved for each Plan Year;

(e) Increase (subject to the Individual Award Limit) or decrease the Performance Bonus otherwise payable to any Participant resulting from the achievement of performance objectives in any Plan Year, based on such subjective factors as the Committee shall deem relevant;

(f) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer this Plan;

(g) Make all other decisions and determinations that may be required under this Plan or as the Committee deems necessary or advisable to administer this Plan; and

(h) Amend this Plan as provided herein.

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3.3. DECISIONS BINDING . The Committee’s interpretation of this Plan and all decisions and determinations by the Committee with respect to this Plan are final, binding, and conclusive on all parties.

ARTICLE 4

ELIGIBILITY

4.1. DESIGNATION OF PARTICIPANTS . Officers of the Company who hold the title Senior Vice President or higher are eligible to participate in the Plan. Exhibit A sets forth the eligible participants as of January 1, 2009. On or before March 31 of each Plan Year, the Committee shall approve and substitute a new Exhibit A indicating the Participants for t