FORM OF NON-COMPETITION AGREEMENT

a.

In the course and scope of my employment with International Paper, I have developed or will develop unique relationships with customers and suppliers of International Paper;

b.

As a key employee of International Paper, I perform unique and valuable services to International Paper of an intellectual character and that my services will be difficult for International Paper to replace;

c.

International Paper has provided or will provide me with unique knowledge and training about its Confidential Information. Confidential Information, as used in this Non-Competition Agreement, includes, but is not limited to, any information possessed or owned by International Paper which is not generally known to the public, especially if such information gives International Paper a competitive advantage or its disclosure would harm International Paper. It includes, but is not limited to, trade secrets, proprietary information and all other information documents or materials, owned, developed or possessed by International Paper or any employee of International Paper, whether tangible or intangible, relating in any way to International Paper’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 International Paper employee), business methods, databases and computer programs;

d.

The business of International Paper and its customers is worldwide in scope, that International Paper’s competitors and customers are located throughout the world, that International Paper’s strategic planning and research and development activities have application throughout the world and are for the benefit of customers and International Paper’s business throughout the world, that use or disclosure of Confidential Information or prohibited competition will irreparably injure International Paper; and,

e.

I am entering into this Non-Competition Agreement in conjunction with my participation in the International Paper [INSERT PLAN NAME] and that this provides adequate and significant consideration for my willingness to enter into this Non-Competition Agreement.

a.

For the purpose of this Non-Competition Agreement, Competitive Activities are:

i.

producing, developing, selling or marketing, or assisting others to produce, develop, sell or market;

ii.

engaging in any sales, marketing, research and development or managerial duties (including, without limitation, financial, human resources, strategic planning, or operational duties), whether as an employee, consultant, or otherwise, for any entity which produces, develops, sells or markets;

iii.

owning, managing, operating, controlling or consulting for any entity which produces, develops, sells or markets; or

iv.

soliciting the business of any person, company, firm, or corporation who is or was a customer of International Paper or active prospective customers of International Paper within twelve (12) months prior to the termination of my employment; for:

b.

While an employee or consultant of International Paper, I agree not to engage in any Competitive Activities or prepare to engage in any Competitive Activities in any manner, either directly or indirectly, whether for compensation or otherwise, with International Paper, or to assist any other person or entity to compete or to prepare to compete with International Paper.

c.

I agree that for twelve (12) months after the date of termination by either party of the employment or consulting relationship for any reason (the “Non-Compete Period), I shall not, directly or indirectly, commit, participate in or facilitate any of the Competitive Activities for any entity that is competitive with the business group(s) in which I worked and in the geographic area for which I was responsible.

d.

It shall not be a violation of this provision for me to accept employment with a non-competitive division or business unit of a multi-divisional company when some of its divisions or business units are competitors of International Paper, so long as I do not engage in, oversee, provide input or information regarding, or participate in any manner in the activities described in Paragraph 2(a) as they relate to the division or business unit which is a competitor of International Paper.

e.

I shall not assist others in engaging in activities that I am not permitted to undertake.