-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U79jIXc2jxQZG9fxo/j/m/fFa809ielAOaTqNgAWe3cUNVj1hwJkhOINjzLsfb4r eJyIHpPG2/j1W8q9rqoVyg== 0001341790-07-000125.txt : 20070608 0001341790-07-000125.hdr.sgml : 20070608 20070608122228 ACCESSION NUMBER: 0001341790-07-000125 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070601 FILED AS OF DATE: 20070608 DATE AS OF CHANGE: 20070608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 BUSINESS PHONE: 203-541-8000 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sutton Mark S CENTRAL INDEX KEY: 0001402419 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03157 FILM NUMBER: 07908881 BUSINESS ADDRESS: BUSINESS PHONE: 901-419-9000 MAIL ADDRESS: STREET 1: C\O INTERNATIONAL PAPER COMPANY STREET 2: 6400 POPLAR AVE CITY: MEMPHIS STATE: TN ZIP: 38197 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2007-06-01 0 0000051434 INTERNATIONAL PAPER CO /NEW/ IP 0001402419 Sutton Mark S C/O INTERNATIONAL PAPER COMPANY 6400 POPLAR AVENUE MEMPHIS TN 38197 0 1 0 0 VP, Supply Chain Common Stock 37667 D Common Stock 5586 I By SSP Employee Stock Options (right to buy) 41.9375 2000-01-13 2008-01-13 Common Stock 2800 D Employee Stock Options (right to buy) 46.00 2001-01-12 2009-01-12 Common Stock 2800 D Employee Stock Options (right to buy) 58.50 2002-01-11 2010-01-11 Common Stock 4000 D Employee Stock Options (right to buy) 35.05 2003-04-10 2011-04-10 Common Stock 3500 D Employee Stock Options (right to buy) 35.00 2003-10-09 2011-10-09 Common Stock 3700 D Employee Stock Options (right to buy) 41.40 2004-04-09 2012-04-09 Common Stock 6000 D Employee Stock Options (right to buy) 32.54 2004-10-08 2012-10-08 Common Stock 7500 D Employee Stock Options (right to buy) 34.96 2005-04-08 2013-04-08 Common Stock 7500 D Employee Stock Options (right to buy) 39.14 2005-07-12 2013-10-14 Common Stock 8250 D Common Stock Units 0 Common Stock 1568 I By DCSP 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 May 31, 2007. Common stock units (units) held in the non-funded International Paper Company Deferred Compensation Savings Plan (DCSP) represent one share of International Paper common stock. The information on the DCSP is based on the reporting person's balance as of May 31, 2007. The number of units will vary as the price of the issuer's common stock varies. The units will be settled in cash upon termination of employment. Rebecca A. Bouldien, Attorney-in-fact for Mark S. Sutton 2007-06-08 EX-24 2 poasutton07.htm
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and

appoints each of Matthew Barron, Erin E. Raccah, Rebecca A. Bouldien, Victor

G. Merritt and Caroline Caviness as the undersigned's true and lawful

attorneys-in-fact to:(1) execute and deliver for and on behalf of the

undersigned, in the undersigned's capacity as a reporting person pursuant to

Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), and the rules thereunder, of International Paper Company (the

"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange

Act (or any other forms, amendments or documents described in or relating to

the rules promulgated under Section 16 of the Exchange Act);

(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute any

such Form 3, 4 or 5 and timely file such form with the United States Securities

and Exchange Commission and stock exchange or similar authority, electronically

or otherwise; and

(3) take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of any of such attorneys-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by any of such

attorneys-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions

as any of such attorneys-in-fact may approve in the discretion of any of such

attorneys-in-fact.The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise of any

of the rights and powers herein granted, as fully to all intents and purposes

as the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that any

of such attorneys-in-fact, or the substitute or substitutes of any of such

attorneys-in-fact, shall lawfully do or cause to be done by virtue of this

Power of Attorney and the rights and powers herein granted.  The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such capacity

at the request of the undersigned, are not assuming, nor is the Company

assuming,any of the undersigned's responsibilities to comply with Section 16

of the Exchange Act. This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to file Forms 3, 4 and 5

with respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a signed

writing delivered to the Company.By execution of this Power of Attorney, the

undersigned hereby revokes any prior powers of attorney that the undersigned

may have executed in connection with the execution, delivery, recording,

filing, attesting or other act with regard to Forms 3, 4 or 5 or any other

forms,amendments or documents described in or relating to the rules promulgated

under Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 4__ day of ____June_______, 2007.



Signature: /s/ Mark S. Sutton

Signature of Reporting Person

By:

Name: Mark S. Sutton











ACKNOWLEDGEMENT





STATE OF TENNESSEE









ss:

COUNTY OF SHELBY









On this _4th_ day of __June____, 2007, before me personally came

____Mark Sutton_______, to me known to be the individual described

in and who executed the foregoing instrument, and acknowledged that he or she

executed the same.







Notary Public





/s/Cecilia Wilson D'Amore





(NY) 10650/292/BEN03/poa.form.doc





-----END PRIVACY-ENHANCED MESSAGE-----