X0303 4/A 2009-01-02 2009-01-02 0000051434 INTERNATIONAL PAPER CO /NEW/ IP 0001341981 Balduino Michael J C/O INTERNATIONAL PAPER COMPANY 6400 POPLAR AVENUE MEMPHIS TN 38197 1 Senior Vice President Common Stock 2009-01-02 4 A 0 21600 0 A 121396 D Common Stock 3498 I By Ssp Performance-based restricted stock acquired pursuant to a grant under the issuer's Performance Share Plan ("PSP"). PSP shares are earned over a three-year performance period based on pre-established performance objectives. Any difference between shares granted and shares earned at the end of the performance period will be reported upon payout. The number of shares reported by the reporting person on January 2, 2009, included only his 2009 PSP grant, and omitted 5,600 additional pro rata shares resulting from a 2008 PSP promotional adjustment, effective January 2, 2009. These shares were also omitted from one Form 4 filed by the reporting person in February 2009. Share numbers are rounded. Represents shares of International Paper common stock held through the International Paper Salaried Savings Plan (SSP). This information is based on a plan statement as of November 30, 2008. /s/ Erin E. Raccah, Attorney-in-Fact for Michael J. Balduino 2009-02-17