MEMPHIS, Tenn., Oct. 17 /PRNewswire-FirstCall/ -- The board of directors of International Paper (NYSE: IP) has authorized an amendment to the company's certificate of incorporation to declassify the board of directors and to provide for the annual election of directors. The company's proxy statement will include a proposal to shareholders, recommended by the board, to approve the amendment at the 2008 annual shareholders' meeting.

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The directors of International Paper currently are elected by class to staggered three-year terms. If the amendment is approved, declassification will be phased in over a three-year period. Beginning with the 2011 annual meeting, all directors will be elected annually for one-year terms. The phased-in approach allows for a simplified transition under both New York law and the company's certificate of incorporation, and provides needed continuity throughout the company's transformation plan.

"Our board of directors has reviewed these issues carefully and decided to begin instituting this change," said John Faraci, International Paper chairman and chief executive officer. "Over the past several years, the company considered the issue of annual director elections, and with the transformation plan well underway, we believe the timing is right to move forward."

Separately, the board of directors also unanimously authorized an amendment to the company's certificate of incorporation to provide for the election of directors by majority vote, following a 2007 shareholder proposal, endorsed by the board, in favor of the change. The company's proxy statement will include a proposal to shareholders, recommended by the board, to approve this amendment at the 2008 annual shareholders' meeting.

Details of these actions will be provided in the company's proxy statement, which will be sent to all shareholders in advance of the 2008 annual meeting.

About International Paper

International Paper (NYSE: IP), founded in 1898, is a global uncoated paper and packaging company with primary markets and manufacturing operations in North America, Europe, Russia, Latin America, Asia and North Africa. Its uncoated papers and packaging businesses are complemented by xpedx, North America's largest distributor of printing papers and graphics supplies and equipment. Headquartered in the United States, International Paper employs approximately 54,000 people in more than 20 countries, and serves customers worldwide. Annual sales are about $22 billion. International Paper partners with customers and environmental, academic, civic and governmental organizations, as well as landowners and harvesting professionals, to encourage responsible forest stewardship, improve the health and productivity of forestlands and increase recovery of our recyclable products. The company has a long-standing policy of using no wood from endangered forests. To learn more about International Paper, its products and commitment to economic, social and environmental sustainability, visit www.internationalpaper.com.

This release contains forward-looking statements. These statements reflect management's current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ relate to: (i) industry conditions, including but not limited to changes in the cost or availability of raw materials and energy, transportation costs, the company's product mix, demand and pricing for its products; (ii) global economic conditions and political changes, particularly in Latin America, Russia, Europe and Asia, including but not limited to changes in currency exchange rates, credit availability, and the company's credit ratings issued by recognized credit rating organizations; (iii) natural disasters, such as hurricanes and earthquakes; (iv) the company's ability to realize anticipated profit improvement from its transformation plan, and (v) unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations and to actual or potential litigation. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company's Securities and Exchange Commission filings.

SOURCE: International Paper

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