X0202 4 2006-05-08 0000051434 INTERNATIONAL PAPER CO /NEW/ IP 0001168020 MCHENRY DONALD F C/O INTERNATIONAL PAPER 400 ATLANTIC STREET STAMFORD CT 06921 1 0 0 0 Common Stock Units 0 2006-05-08 4 A 0 2975 0 A Common Stock Units 2975 31277 I DC Plan Share numbers are rounded. The Non-Funded Deferred Compensation Plan for Directors (DC Plan) is an unfunded deferred compensation plan. Deferrals under the DC Plan are held as common stock equivalents of International Paper (units). The units are converted to cash based on the price of International Paper's common stock at the time of distribution. Amounts deferred under the DC Plan are paid in connection with a participant's ceasing service as a Director of International Paper. Beth Murphree, Attorney-in-Fact for Donald F. McHenry 2006-05-10