INTERNATIONAL PAPER CO /NEW/

For the May 2025 to April 2026 service year, compensation for our non-employee directors consists of:

•An annual retainer that is a mix of cash and equity;

•Additional retainers for committee chairs, the lead director, and members of the Audit and Finance Committee, as

applicable; and

•Life insurance, business travel accident insurance, and liability insurance.

As noted above, in May 2025, our Board, upon recommendation from the Governance Committee, approved modest

increases to the cash and equity retainers and lead director fees.

(1)Reflects a $15,000 or 12.5% increase.

(2)Reflects a $12,000 or 7.3% increase.

(3)Reflects a $12,500 or 45% increase.

Annual Retainer

The annual retainer is $310,000 ($135,000 (44 percent) payable in monthly cash installments and $175,000 (56 percent)

payable in equity). Directors may elect to receive all their cash retainer in cash or all or 50 percent of the cash retainer (plus

any committee fees and lead director fees, as discussed below) in restricted stock or restricted stock units ("RSUs"). For

the 2025-2026 service year, directors Dorduncu and Robbie elected to receive 100% cash for the annual retainer and

director Sullivan elected to receive 50% of her cash retainer in cash.

Directors who elect to convert the cash retainer to equity receive a 20 percent premium on the converted cash award in

additional shares of restricted stock or RSUs. Director Sullivan receives 50% of her cash retainer in restricted stock. Seven

of the ten non‑employee directors — Beggs, Connor, Gustafsson, Hinman, Lewis, Tozier, and Vincent — receive 100% of

their cash retainer in either restricted stock or RSUs.

Restrictions on restricted stock lapse one year from the date of grant, and then become freely transferable, subject to

our director stock ownership requirement and securities regulations. RSUs become transferable at retirement, death

or disability.

Directors may also elect to defer receipt of all of their equity retainer. Directors who make this election receive RSUs. Five

of the 10 non-employee directors serving in 2025 (Beggs, Connor, Lewis, Tozier and Vincent) elected to defer payment of

all of their equity and cash compensation. The remaining five non-employee directors (Dorduncu, Gustafsson, Hinman,

Robbie and Sullivan) elected not to defer their payment of equity compensation and received restricted stock.

For tax purposes, changes to elections must be completed in the December preceding each service year.

Director Compensation / Stock Ownership Requirements

We use the closing market price of the Company’s common stock on the day preceding our annual meeting in May to

calculate the equivalent number of shares for the $175,000 equity retainer and any restricted stock elected by our directors

in lieu of their cash retainer. RSUs are settled in cash based on the closing price of the Company’s common stock as of

December 31 of the year of the director’s retirement, death or disability.

Directors earn dividends on their shares of stock and RSUs, which they may elect to receive either as cash or in the form of

additional shares of restricted stock or RSUs. Dividends are paid to the director at the time the underlying award is vested

or settled.

Insurance and Indemnification Contracts

We provide life insurance in the amount of $10,500 to each of our non-employee directors, and travel accident insurance

in the amount of $500,000 that covers a director if he or she dies or suffers certain injuries while traveling on

Company business.

We provide liability insurance for our directors, officers, and certain other employees at an annual cost of approximately

$3.35 million. The primary underwriters of coverage, which extends to April 1, 2026, are XL Specialty Insurance Company

and ACE American Insurance Company.

Our By-Laws provide for standard indemnification of our directors and officers in accordance with New York law. We also

have contractual arrangements with our directors that indemnify them in certain circumstances for costs and liabilities

incurred in actions brought against them while acting as our directors.