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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF


1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

® TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT


OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-31215

MeadWestvaco Corporation
(Exact n am e of re gistran t as spe cifie d in its ch arte r)

Delaware 11013 West Broad Street


(State of incorporation ) Glen Allen, VA 23060
Telephone 804-327-5200
31-1797999 (Addre ss an d te le ph on e n u m be r of
(I.R.S . Em ploye r Ide n tification No.) re gistran t’s principal e xe cu tive office s)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of e ach Nam e of e ach e xch an ge


class on wh ich re giste re d
Common Stock- $0.01 par value New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ®

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ® No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such a shorter period, the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No ®

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.

Large accelerated filer x Accelerated filer ®


Non-accelerated filer ® (Do not check if a smaller reporting company) Smaller reporting company ®

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ® No x
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At June 30, 2008, the aggregate market value of common stock held by non-affiliates was $3,936,155,608. Such determination shall not,
however, be deemed to be an admission that any person is an “affiliate” as defined in Rule 405 under the Securities Act of 1933.

At January 31, 2009, the number of shares of common stock of the Registrant outstanding was 170,813,516.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on April 27, 2009, are incorporated
by reference in Part III; definitive copies of said Proxy Statement will be filed with the Securities and Exchange Commission on or before
March 27, 2009.
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TABLE OF CONTENTS

Page
Item PART I
1. Business 1
1A. Risk factors 5
1B. Unresolved staff comments 8
2. Properties 9
3. Legal proceedings 11
4. Submission of matters to a vote of security holders 11

PART II
5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities 13
6. Selected financial data 14
7. Management’s discussion and analysis of financial condition and results of operations 16
7A. Quantitative and qualitative disclosures about market risk 44
8. Financial statements and supplementary data 45
9. Changes in and disagreements with accountants on accounting and financial disclosure 87
9A. Controls and procedures 87
9B. Other information 87

PART III
10. Directors, executive officers and corporate governance 88
11. Executive compensation 88
12. Security ownership of certain beneficial owners and management and related stockholder matters 88
13. Certain relationships and related transactions, and director independence 88
14. Principle accounting fees and services 88

PART IV
15. Exhibits, financial statement schedules 89
Signatures 93
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Part I

Item 1. Business
General
MeadWestvaco Corporation (“MeadWestvaco”, “MWV”, or the “company”), a Delaware corporation formed in 2001 following the merger of
Westvaco Corporation and The Mead Corporation, is a global packaging company that provides packaging solutions to many of the world’s
brands in the healthcare, personal and beauty care, food, beverage, tobacco, media and entertainment, and home and garden industries.
MWV’s other business operations serve the consumer and office products, specialty chemicals, forestry and real estate markets. MWV’s
business segments are (i) Packaging Resources, (ii) Consumer Solutions, (iii) Consumer & Office Products, (iv) Specialty Chemicals, and
(v) Community Development and Land Management.

Packaging Resources
The Packaging Resources segment produces bleached paperboard, Coated Natural Kraft® paperboard (“CNK”), linerboard, and packaging for
consumer products including packaging for beverage and dairy, produce, cosmetics, tobacco, pharmaceuticals and healthcare products and
media. This segment’s paperboard products are manufactured at three mills located in the U.S. and two mills located in Brazil. Bleached
paperboard is used for packaging high-value consumer products such as pharmaceuticals, personal and beauty care, cosmetics, tobacco, food
service and aseptic cartons. CNK paperboard is used for a range of packaging applications, the largest of which for MWV is multi-pack
beverage packaging. Linerboard is used in the manufacture of corrugated boxes and other containers.

Consumer Solutions
The Consumer Solutions segment offers a full range of converting and consumer packaging solutions including printed plastic packaging and
injection-molded products used for personal and beauty care, cosmetics and pharmaceutical products; dispensing and sprayer systems for
personal and beauty care, healthcare, fragrance and home and garden markets; and packaging for media products such as DVDs, CDs, video
games and software. This segment designs and produces multi-pack cartons and packaging systems primarily for the beverage take-home
market and packaging for the tobacco market. Paperboard and plastic are converted into packaging products at plants located in North
America, South America, Asia and Europe. This segment also has pharmaceutical packaging contracts with retailers, including well-known
mass-merchants. In addition, this segment manufactures equipment that is leased or sold to its beverage and dairy customers to package their
products.

Consumer & Office Products


The Consumer & Office Products segment manufactures, sources, markets and distributes school and office products, time-management
products and envelopes in North America and Brazil through both retail and commercial channels. MeadWestvaco produces many of the
leading brand names in school supplies, time-management and commercial office products, including AMCAL, ® AT-A-GLANCE, ®
Cambridge, ® COLUMBIAN, ® Day Runner, ® Five Star, ® Mead ® and Trapper Keeper. ®

Specialty Chemicals
The Specialty Chemicals segment manufactures, markets and distributes specialty chemicals derived from sawdust and other byproducts of
the papermaking process in North America, South America and Asia. Products include activated carbon used in emission control systems for
automobiles and trucks and performance chemicals used in printing inks, asphalt paving, adhesives and lubricants for the agricultural, paper
and petroleum industries.

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Community Development and Land Management


The Community Development and Land Management segment is responsible for maximizing the value of the company’s landholdings.
Operations of the segment include real estate development, forestry operations and leasing activities. Real estate development includes
(i) improving and selling rural tracts primarily for recreational and residential uses, (ii) entitling and improving high-value tracts through joint
ventures and other ownership arrangements, (iii) master planning select landholdings, and (iv) monetizing non-core forestlands. Forestry
operations include growing and harvesting softwood and hardwood on the company’s forestlands for external consumption and for use by
the company’s mill-based business. Leasing activities include fees from third parties undertaking mineral extraction operations, as well as fees
from recreational leases on the company’s forestlands.

For a more detailed description of our business segments, including financial information, see Note R of Notes to Consolidated Financial
Statements included in Part II, Item 8.

Marketing and distribution


The principal markets for our products are in North America, South America, Europe and Asia. We operate in 30 countries and serve
customers in approximately 100 nations. Our products are sold through a combination of our own sales force and paperboard merchants and
distributors. The company has sales offices in key cities throughout the world.

Intellectual property
MeadWestvaco has a large number of foreign and domestic trademarks, trade names, patents, patent rights and licenses relating to its
business. While, in the aggregate, intellectual property rights are material to our business, the loss of any one or any related group of such
rights would not have a material adverse effect on our business, with the exception of the “Mead ® “ trademark and the “AT-A-GLANCE ® “
trademark for consumer and office products.

Competition
MeadWestvaco operates in a very challenging global marketplace and competes with many large, well-established and highly competitive
manufacturers and service providers. In addition, our business is affected by a range of macroeconomic conditions, including industry
capacity changes, a trend in the packaging, paperboard and forest products industry toward consolidation, global competition, economic
conditions in the U.S. and abroad, and currency exchange rates.

We compete principally through quality, price, value-added products and services such as packaging solutions, customer service, innovation,
technology, and product design. Our proprietary trademarks and patents, in the aggregate, are also important to our competitive position in
certain markets.

The Packaging Resources segment competes globally with manufacturers of value-added CNK and bleached paperboard for packaging and
graphic applications, as well as specialty paperboards. The Consumer Solutions segment competes globally with numerous packaging service
providers in the package design, development, and manufacturing arenas, as well as the manufacture of dispensing and spraying systems. The
Consumer & Office Products segment competes with national and regional converters, as well as foreign producers, especially from Asia. The
Specialty Chemicals segment competes on a worldwide basis with producers of activated carbons, refined tall oil products, lignin-based
chemicals and specialty resins. The Community Development and Land Management segment competes in the real estate sales and
development market and the forestry products industry in the U.S.

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Research
MeadWestvaco conducts research and development in the areas of packaging and chemicals. Innovative product development and
manufacturing process improvement are the main objectives of these efforts. The company also evaluates and adapts for use new and
emerging technologies that may enable new product development and manufacturing cost reductions.

Environmental laws and regulations


MeadWestvaco’s operations are subject to extensive regulation by federal, state and local authorities, as well as regulatory authorities with
jurisdiction over foreign operations of the company. Due to changes in environmental laws and regulations, the application of such
regulations, and changes in environmental control technology, it is not possible for us to predict with certainty the amount of capital
expenditures to be incurred for environmental purposes. Taking these uncertainties into account, we estimate that we will incur $13 million and
$32 million of environmental capital expenditures in 2009 and 2010, respectively. In 2008, $16 million was spent on environmental capital
projects.

The company has been notified by the U.S. Environmental Protection Agency or by various state or local governments that it may be liable
under federal environmental laws or under applicable state or local laws with respect to the cleanup of hazardous substances at sites
previously operated or used by the company. The company is currently named as a potentially responsible party (“PRP”), or has received
third-party requests for contribution under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and
similar state or local laws with respect to numerous sites. Some of these proceedings are described in more detail in Part I, Item 3. There are
other sites which may contain contamination or which may be potential Superfund sites, but for which MeadWestvaco has not received any
notice or claim. The potential liability for all these sites will depend upon several factors, including the extent of contamination, the method of
remediation, insurance coverage and contribution by other PRPs. The company regularly evaluates its potential liability at these various sites.
At December 31, 2008, MeadWestvaco had recorded liabilities of approximately $19 million for estimated potential cleanup costs based upon
its close monitoring of ongoing activities and its past experience with these matters. The company believes that it is reasonably possible that
costs associated with these sites may exceed amounts of recorded liabilities by an amount that could range from an insignificant amount to as
much as $10 million. This estimate is less certain than the estimate upon which the environmental liabilities were based. After consulting with
legal counsel and after considering established liabilities, it is our judgment that the resolution of pending litigation and proceedings is not
expected to have a material adverse effect on the company’s consolidated financial condition or liquidity. In any given period or periods,
however, it is possible such proceedings or matters could have a material effect on the company’s results of operations. Additional matters
involving environmental proceedings for MeadWestvaco are set forth in Part I, Item 3.

Employees
MeadWestvaco employs approximately 22,000 people worldwide, of whom approximately 12,000 are employed in the U.S. and approximately
10,000 are employed internationally. Approximately 6,600 employees are represented by various labor unions under collective bargaining
agreements. Additionally, most of MeadWestvaco’s European facilities have separate house union agreements or series of agreements
specific to the workforce at each facility. MeadWestvaco has not recently experienced any significant work stoppages and considers its
relationship with employees, including those covered by collective bargaining agreements, to be good. The company engages in negotiations
with labor unions for new collective bargaining agreements from time to time and at present the company is in the process of negotiating new
agreements at six manufacturing locations covering approximately 2,200 employees. Negotiations for an agreement at a seventh location
covering approximately 1,000 employees have been held in abeyance pending the outcome of a representation proceeding before the National
Labor Relations Board between competing labor unions seeking to represent those employees. While it is the company’s objective to reach
agreements without work stoppages, it cannot predict the outcome of these negotiations.

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International operations
MeadWestvaco’s operations outside the U.S. are conducted through subsidiaries located in Canada, Mexico, South America, Europe and
Asia. While there are risks inherent in foreign investments, we do not believe at this time that such risks are material to our overall business
prospects. MeadWestvaco’s sales that were attributable to U.S. operations, including export sales, were 66%, 67% and 70% for the years
ended December 31, 2008, 2007 and 2006, respectively. Export sales from MeadWestvaco’s U.S. operations were 13%, 12% and 12% for the
years ended December 31, 2008, 2007 and 2006, respectively. Sales that were attributable to foreign operations were 34%, 33% and 30% for the
years ended December 31, 2008, 2007 and 2006, respectively. For more information about the company’s U.S. and foreign operations, see Note
R of Notes to Consolidated Financial Statements included in Part II, Item 8.

Available information
Our Internet address is www.mwv.com. Please note that MeadWestvaco’s Internet address is included in this Annual Report on Form 10-K as
an inactive textual reference only. The information contained on our website is not incorporated by reference into this Annual Report on
Form 10-K and should not be considered part of this report. MeadWestvaco makes available on this website free of charge, our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably
practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission (“SEC”). You may access these
filings via the hyperlink to the SEC website provided on the Investor Information page of our website. MWV’s Corporate Governance
Principles , our charters (Nominating and Governance Committee, Audit Committee, Compensation and Organization Development Committee,
Finance Committee, and Safety, Health and Environment Committee) and our Code of Conduct can be found at our website at the following
address: http://www.meadwestvaco.com/AboutUs/InvestorRelations/CorporateGovernance/index.htm.

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Item 1A. Risk factors


Risks relating to our business
Recent changes in U.S. and global economic conditions could have a continuing adverse effect on the profitability of some or all of our
businesses.

Recent concerns over declining consumer and business confidence, the availability and cost of credit, reduced consumer spending and
business investment, the volatility and strength of the capital and credit markets, and inflation all affect the business and economic
environment and, ultimately, the profitability of our business. In an economic downturn characterized by higher unemployment, lower family
income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our products is adversely
affected. Adverse changes in the economy could negatively affect earnings and could have a material adverse effect on our business, results
of operations, cash flows and financial position. We cannot predict whether or when such circumstances may occur, or what impact, if any,
such circumstances could have on our business, results of operations, cash flows and financial position.

Conditions in the global capital and credit markets and the economy generally may materially adversely affect our business, results of
operations and financial position and we do not expect these conditions to improve in the near future.

Our results of operations and financial position could be materially affected by adverse changes in the global capital and credit markets and
the economy generally, including recent declines in consumer and business confidence and spending, both in the U.S. and elsewhere around
the world. The capital and credit markets have been experiencing extreme volatility and disruption in recent months. Recently, the volatility and
disruption in these markets have reached unprecedented levels. In some cases, these markets have exerted downward pressure on availability
of liquidity and credit and increased the costs of credit when such credit is available. Conditions in the capital and credit markets and the
effects of the declines in consumer and business confidence and spending may adversely impact the ability of our lenders, suppliers and
customers to conduct their business activities. The consequences of such adverse effects could include the interruption of production at the
facilities of our customers, the reduction, delay or cancellation of customer orders, delays in or the inability of customers to obtain financing to
purchase our products, and bankruptcy of customers or other creditors. Moreover, the current worldwide financial crisis has reduced the
availability of liquidity and credit to fund or support the continuation and expansion of business operations worldwide as many lenders and
institutional investors have reduced and, in some cases, ceased to provide funding to borrowers.

While we have procedures to monitor and limit exposure to credit risk, there can be no assurance such procedures will effectively limit our
credit risk and avoid losses, which could have a material adverse effect on our financial condition and operating results.

The company has announced a strategic cost management plan. If we fail to fully execute on this initiative, we may not fully realize all the
improvements we have publicly announced.

In the first quarter of 2009, the company announced a strategic cost management plan to reduce our overhead cost structure, optimize our
manufacturing footprint, and realize sourcing savings throughout our supply chain. The plan is expected to generate $125 million in pre-tax
savings in 2009. By mid-2010, the company anticipates achieving cumulative run-rate savings of $250 million to $300 million. This initiative is
described more fully in Part II, Item 7. Although we believe that these results are reasonable and achievable, if we do not fully achieve these
goals within the expected time frame, or at all, we may not fully realize the improvements we expect in our operating earnings and cash flows.

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Certain of the company’s businesses are affected by cyclical market conditions which can significantly impact operating results and cash
flows.

Certain of the company’s businesses are affected by cyclical market conditions that can significantly influence the demand for certain of the
company’s products, as well as the pricing we can obtain for these products. The company’s paperboard business is particularly subject to
cyclical market conditions. The company may be unable to sustain pricing in the face of weaker demand, and weaker demand may in turn cause
us to take production downtime. In addition to lost revenue from lower shipment volumes, production downtime causes unabsorbed fixed
manufacturing costs due to lower production levels. As a result, the company’s results of operations and cash flows may be materially
impacted in a period of prolonged and significant market weakness. Moreover, the company is not able to predict market conditions or its
ability to sustain pricing and production levels during periods of weak demand with any degree of certainty. Market conditions may also
impact the company’s ability to achieve its planned or announced price increases.

The company’s businesses are subject to significant cost pressures. Pricing volatility and our ability to pass higher costs on to our
customers through price increases or other adjustments is uncertain and dependent on market conditions.

The pricing environment for raw materials used in a number of our businesses continues to be challenging and volatile. Additionally, energy
costs remain volatile and unpredictable.

Further unpredictable increases in the cost of raw materials or energy may materially impact our results of operations. Depending on market
forces and the terms of customer contracts, our ability to recover these costs through increased pricing may be limited.

Certain of the company’s consumer packaging converting businesses are affected by consumer behavior and new technology which can
significantly impact operating results and cash flows.

Changes in consumer behavior and technology for the distribution of consumer products, such as music and video entertainment, can, and is
having a dramatic impact on the demand for packaging products produced by the company’s packaging converting businesses.

The company faces intense competition in each of its businesses, and competitive challenges from lower cost manufacturers in overseas
markets. If we cannot successfully compete in an increasingly global market place, our operating results may be adversely affected.

The company operates in competitive domestic and international markets and competes with many large, well-established and highly
competitive manufacturers and service providers, both domestically and on a global basis. The company’s businesses are facing competition
from lower cost manufacturers in Asia and elsewhere. In addition, there is a risk that growth in paperboard capacity could outpace demand. All
of these conditions can contribute to substantial pricing and demand pressures, which could adversely affect the company’s operating
results.

A key component of the company’s competitive position is MeadWestvaco’s ability to manage expenses successfully. This requires
continuous management focus on reducing and improving efficiency through cost controls, productivity enhancements and regular appraisal
of our asset portfolio.

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The company’s operations are increasingly global in nature, particularly in our consumer packaging businesses. Our business, financial
condition and results of operations could be adversely affected by the political and economic conditions of the countries in which we
conduct business, by fluctuations in currency exchange rates and other factors related to our international operations.

Approximately 47% of the company’s annual revenues in 2008 were derived from export sales and sales from locations outside of the U.S. As
our international operations and activities expand, we face increasing exposure to the risks of operating in many foreign countries. These
factors include:
• Changes in foreign currency exchange rates which could adversely affect our competitive position, selling prices and
manufacturing costs, and therefore the demand for our products in a particular market.
• Trade protection measures in favor of local producers of competing products, including government subsidies, tax benefits, trade
actions (such as anti-dumping proceedings) and other measures giving local producers a competitive advantage over the company.
• Changes generally in political, regulatory or economic conditions in the countries in which we conduct business.

These risks could affect the cost of manufacturing and selling our products, our pricing, sales volume, and ultimately our financial
performance. The likelihood of such occurrences and their potential effect on the company vary from country to country and are
unpredictable.

The company continues to realign and restructure its packaging converting businesses. Although the company believes that it will
implement and manage the reorganization effectively to achieve substantial savings for the company, these major changes have attendant
inherent risks, including the potential for disruption in our packaging businesses and operations as we implement the realignment.

The company’s packaging businesses continues to be transitioned into a focused end market facing commercial organization. The company’s
leadership expects to successfully and seamlessly manage these transitions. However, any major reorganization presents challenges and it is
possible that there could be disruptions in our business and operations during the transition period. Disruptions in production, quality
control, customer service and innovation, as well as in other aspects of our operations, could negatively impact our results of operations.

The company is subject to extensive regulation under various environmental laws and regulations, and is involved in various legal
proceedings related to the environment. Environmental regulation and legal proceedings have the potential for involving significant costs
and liability for the company.

The company’s operations are subject to a wide range of general and industry-specific environmental laws and regulations. The company has
been focused for some time on addressing public concerns regarding global climate change. In recent years, acting unilaterally, the company
has successfully reduced its total carbon dioxide emissions, even as overall production has increased. The company is committed to obtaining
additional reductions in these emissions as the efficient use of various forms of energy is enhanced. Certain legislative proposals, however,
would eventually mandate broad reductions of total greenhouse gas emissions in the U.S. This legislation, could, unless it is modified in
certain respects, eventually affect the long term results of some of the company’s more energy intensive operations.

Changes in environmental laws and regulation, or their application, including but not limited to those relating to global climate change, could
subject the company to significant additional capital expenditures and operating expenses. Moreover, future developments in federal laws and
regulations are currently especially difficult to predict due to the new President and Congress. These changes in the federal government may
increase the likelihood that we will be subject to new laws and regulations. However, any such changes are uncertain and, therefore, it is not
possible for the company to predict with certainty the amount of additional capital expenditures or operating expenses that could be necessary
for compliance with respect to any such changes.

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The company is also subject to various environmental proceedings and may be subject to additional proceedings in the future. In the case of
known potential liabilities, it is management’s judgment that the resolution of pending litigation and proceedings is not expected to have a
material adverse effect on the company’s consolidated financial condition or liquidity. In any given period or periods, however, it is possible
such proceedings or matters could have a material effect on the results of operations. The company could also be subject to new
environmental proceedings which could cause the company to incur substantial additional costs with resulting impact on results of
operations.

Additional information regarding environmental proceedings involving MeadWestvaco is set forth in Part I, Item 3.

Our business could be adversely affected by strikes or work stoppages and other labor issues.

Approximately one-quarter of our employees are represented by various labor unions under collective bargaining agreements. The company
engages in negotiations with labor unions for new collective bargaining agreements from time to time. If we are unable to negotiate new
agreements without work stoppages, it could negatively impact our ability to manufacture our products and adversely affect results of
operations.

The real estate industry is highly competitive and economically cyclical.

The company engages in value-added real estate development activities, including obtaining entitlements and establishing joint ventures and
other development-related arrangements. Many of our competitors in this industry have greater resources and experience in real estate
development than we have currently. In addition, our ability to execute our plans to divest or otherwise realize the greater value associated
with our landholdings may be affected by the following factors, among others:
• General economic conditions, including credit markets and interest rates.
• Local real estate market conditions, including competition from sellers of land and real estate developers.
• Impact of federal, state and local laws and regulations affecting land use, land use entitlements, land protection and zoning.

Item 1B. Unresolved staff comments


None.

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Item 2. Properties
MeadWestvaco is headquartered in Richmond, Virginia. MeadWestvaco believes that its facilities have sufficient capacity to meet current
production requirements. The locations of MeadWestvaco’s production facilities are as follows:

Packaging Resources
Blumenau, Santa Catarina, Brazil Manaus, Amazonas, Brazil
Cottonton, Alabama Pacajus, Ceara, Brazil
Covington, Virginia Silsbee, Texas
Evadale, Texas Tres Barras, Santa Catarina, Brazil
Feira de Santana, Bahia, Brazil Valinhos, Săo Paulo, Brazil
Low Moor, Virginia Venlo, The Netherlands

Consumer Solutions
Aqua Branca, Săo Paulo, Brazil Mebane, North Carolina
Ajax, Ontario, Canada Melrose Park, Illinois (Leased)
Atlanta, Georgia Milan, Italy (Leased)
Barcelona, Spain Moscow, Russian Federation (Leased)
Bilbao, Spain Piaseczno, Poland
Bristol, United Kingdom Pittsfield, Massachusetts (Leased)
Buenos Aires, Argentina (Leased) Preston, United Kingdom
Bydgoszcz, Poland Roosendaal, The Netherlands
Caguas, Puerto Rico (Leased) San Luis Potosi, Mexico
Chateauroux, France Shimada, Japan
Corby, United Kingdom Slough, United Kingdom (Leased)
Deols, France Smyrna, Georgia
Dublin, Ireland (Leased) Svitavy, Czech Republic
Elizabethtown, Kentucky Swindon, United Kingdom (Leased)
Enschede, The Netherlands Thalgau, Austria (Leased)
Freden, Germany Tecate, Mexico (Leased)
Grandview, Missouri Toronto, Canada (Leased)
Graz, Austria Trier, Germany
Hemer, Germany Troyes, France
Jacksonville, Illinois Valinhos, Săo Paulo, Brazil
Krakow, Poland Warsaw, Poland (Leased)
Lanett, Alabama Wilmington, North Carolina
Littlehampton, United Kingdom (Leased) Winfield, Kansas
London, United Kingdom (Leased) Wuxi, People’s Republic of China
Louisa, Virginia (Leased)

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Consumer & Office Products


Alexandria, Pennsylvania Los Angeles, California
Bauru, Săo Paulo, Brazil Sidney, New York
Dallas, Texas Toronto, Ontario, Canada
Indianapolis, Indiana Williamsburg, Pennsylvania
Kenosha, Wisconsin

Specialty Chemicals
Covington, Virginia Shaxian, People’s Republic of China
DeRidder, Louisiana Waynesboro, Georgia
North Charleston, South Carolina Wickliffe, Kentucky

Specialty Papers
South Lee, Massachusetts

Community Development and Land Management Group and Forestry Centers


Rupert, West Virginia Tres Barras, Santa Catarina, Brazil
Summerville, South Carolina Waverly Hall, Georgia

Research Facilities
Raleigh, North Carolina (Leased) Shekou Shenzhen, People’s Republic of China
North Charleston, South Carolina Tres Barras, Santa Catarina, Brazil

Leases
For financial data on MeadWestvaco’s lease commitments, see Note H of Notes to Consolidated Financial Statements included in Part II,
Item 8.

Other information
A limited number of MeadWestvaco facilities are owned, in whole or in part, by municipal or other public authorities pursuant to standard
industrial revenue bond financing arrangements and are accounted for as property owned by MeadWestvaco. MeadWestvaco holds options
under which it may purchase each of these facilities from such authorities by paying a nominal purchase price and assuming the indebtedness
of the industrial revenue bonds at the time of the purchase.

MeadWestvaco owns all of the facilities listed above, except as noted.

As of December 31, 2008, MeadWestvaco owned about 800,000 acres of forestlands and other landholdings in the U.S. and about 135,000
acres of forestlands in Brazil (more than 1,200 miles from the Amazon rainforest).

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Item 3. Legal proceedings


On August 28, 2000, an enforcement action in Federal District Court in Maryland was brought by the U.S. Environmental Protection Agency
(“EPA”) asserting that Westvaco did not obtain permits under the prevention of significant deterioration regulations under the Clean Air Act
or install required pollution controls in connection with capital projects at the Luke, Maryland mill carried out in the 1980s. MeadWestvaco
strongly disagrees and is vigorously defending this action. On April 23, 2001, the Court dismissed the EPA’s claims for civil penalties under
the major counts of the complaint and the government subsequently abandoned several of its claims. Motions for summary judgment were
submitted in 2005 and remain pending. Based on information currently available, MeadWestvaco does not expect this proceeding will have a
material adverse effect on our consolidated financial condition or liquidity. In any given period or periods, however, it is possible such
proceeding could have a material effect on the results of operations.

MeadWestvaco has established liabilities of $19 million relating to environmental proceedings. Additional information is included in Part I,
Item 1, and Note O of Notes to Financial Statements included in Part II, Item 8.

MeadWestvaco is involved in various other litigation and administrative proceedings arising in the normal course of business. Although the
ultimate outcome of such matters cannot be predicted with certainty, we do not believe that the currently expected outcome of any proceeding,
lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on its consolidated financial
condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a material effect on the
results of operations.

Item 4. Submission of matters to a vote of security holders


There were no matters submitted to a vote of security holders of MeadWestvaco, through the solicitation of proxies or otherwise, during the
fourth quarter of 2008.

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Executive officers of the registrant


The following table sets forth certain information concerning the executive officers of MeadWestvaco:

Ye ar in wh ich
Pre se n t se rvice in pre se n t
Nam e Age * position position be gan
John A. Luke, Jr.** 60 Chairman and Chief Executive Officer 2002
James A. Buzzard 54 President 2003
E. Mark Rajkowski 50 Senior Vice President and Chief Financial Officer 2004
Mark S. Cross 52 Senior Vice President 2006
Linda V. Schreiner 49 Senior Vice President 2002
Bruce V. Thomas 52 Senior Vice President 2007
Mark T. Watkins 55 Senior Vice President 2002
Wendell L. Willkie, II 57 Senior Vice President, General Counsel and Secretary 2002
Donna O. Cox 45 Vice President 2005
Robert E. Birkenholz 48 Treasurer 2004
John E. Banu 61 Controller 2002
* As of February 24, 2009
** Director of MeadWestvaco

MeadWestvaco’s officers are elected by the Board of Directors annually for one-year terms.

John A. Luke, Jr., President and Chief Executive Officer, 2002-2003, Chairman of the Board, Chief Executive Officer and President of Westvaco,
1996-2002;

James A. Buzzard, Executive Vice President, 2002-2003, Executive Vice President of Westvaco, 2000-2002, Senior Vice President, 1999, Vice
President, 1992-1999;

E. Mark Rajkowski, Vice President, Eastman Kodak Company and General Manager Worldwide Operations for Kodak’s Digital and Film
Imaging Systems Business, 2003-2004; Chief Operating Officer of Eastman Kodak’s Consumer Digital Business, 2003; Vice President, Finance
of Eastman Kodak, 2001-2002; Corporate Controller of Eastman Kodak, 1998-2001;

Mark S. Cross, Senior Vice President and Group President of Europe, Middle East and Africa Region, JohnsonDiversey 2003-2006; President,
Kimberly-Clark Professional, 2001-2003;

Linda V. Schreiner, Senior Vice President of Westvaco, 2000-2002, Manager of Strategic Leadership Development, 1999-2000, Senior Manager
of Arthur D. Little, Inc., 1998-1999, Vice President of Signet Banking Corporation, 1988-1998;

Bruce V. Thomas, President and Chief Executive Officer, Cadmus Communications Corporation, 2000-2007;

Mark T. Watkins, Vice President of Mead, 2000-2002, Vice President, Human Resources and Organizational Development of the Mead Paper
Division, 1999, Vice President, Michigan Operations of Mead Paper Division, 1997;

Wendell L. Willkie, II, Senior Vice President and General Counsel of Westvaco, 1996-2002;

Donna O. Cox, Director, External Communications, 2003-2005, Manager, Integration / Internal Communications, 2002-2003, Public Affairs
Manager of Westvaco’s Packaging Resources Group, 1999-2002;

Robert E. Birkenholz, Assistant Treasurer, 2003-2004; Assistant Treasurer, Amerada Hess Corporation, 1997-2002;

John E. Banu, Vice President of Westvaco, 1999-2002; Controller, 1995-1999.

There are no family relationships among executive officers or understandings between any executive officer and any other person pursuant to
which the officer was selected as an officer.

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Part II

Item 5. Market for the registrant’s common equity, related stockholder matters and issuer purchases of equity securities
(a) Market and price range of common stock
MeadWestvaco’s common stock is traded on the New York Stock Exchange under the symbol MWV.

Ye ar e n de d Ye ar e n de d
De ce m be r 31, De ce m be r 31,
2008 2007
S TO C K
PRIC ES High Low High Low
First quarter $31.44 $23.92 $32.46 $28.39
Second quarter 29.40 22.75 36.01 30.92
Third quarter 28.05 21.46 36.50 28.66
Fourth quarter 24.03 9.44 34.61 29.53

This table reflects the range of market prices of MeadWestvaco common stock as quoted in the New York Stock Exchange Composite
Transactions.

(b) Approximate number of common shareholders


At December 31, 2008, the number of shareholders of record of MeadWestvaco common stock was approximately 23,400. This number
includes approximately 13,400 current or former employees of the company who were MeadWestvaco shareholders by virtue of their
participation in our savings and investment plans.

(c) Dividends
The following table reflects historical dividend information for MeadWestvaco for the periods indicated.

DIVIDENDS PER Ye ar e n de d Ye ar e n de d
S HARE De ce m be r 31, 2008 De ce m be r 31, 2007
First quarter $ 0.23 $ 0.23
Second quarter 0.23 0.23
Third quarter 0.23 0.23
Fourth quarter 0.23 0.23
Year $ 0.92 $ 0.92

MeadWestvaco currently expects that comparable cash dividends will continue to be paid in the future.

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Item 6. Selected financial data


In millions, except per share data

Ye ars e n de d De ce m be r 31,
2008 2007 2006 2005 2004
EARNINGS
Net sales $ 6,637 $ 6,407 $ 6,050 $ 5,719 $ 5,624
Income from continuing operations 80 266 81 118 220
Income (loss) from discontinued operations 10 19 12 (90) (569)
Net income (loss) 901 2852 933 284 (349)5
Income from continuing operations:
Per share—basic 0.46 1.45 0.45 0.61 1.09
Per share—diluted 0.46 1.45 0.45 0.61 1.08
Net income (loss) per share—basic 0.52 1.56 0.52 0.14 (1.73)
Net income (loss) per share—diluted 0.52 1.56 0.52 0.14 (1.72)
Depreciation, depletion and amortization 472 482 477 451 438
COMMON STOCK
Number of common shareholders (in thousands) 23,400 24,700 27,410 29,630 34,730
Weighted average number of shares outstanding:
Basic 172 183 181 192 202
Diluted 173 184 181 193 204
Cash dividends $ 159 $ 169 $ 167 $ 178 $ 186
Per share:
Dividends declared 0.92 0.92 0.92 0.92 0.92
Book value 17.37 21.33 19.40 19.20 21.17
FINANCIAL POSITION
Working capital $ 887 $ 712 $ 550 $ 988 $ 882
Current ratio 1.7 1.5 1.4 1.9 1.5
Property, plant, equipment and forestlands, net $ 3,518 $ 3,790 $ 4,077 $ 4,019 $ 4,205
Total assets 8,455 9,837 9,285 8,908 11,646
Long-term debt, excluding current maturities 2,309 2,375 2,372 2,417 3,282
Shareholders’ equity 2,967 3,708 3,533 3,483 4,317
Debt to total capital 45% 40% 42% 41% 46%
OPERATIONS
Primary production of paper, paperboard and market pulp (tons, in
thousands) 6 3,103 3,980 3,950 3,945 6,702
New investment in property, plant, equipment and forestlands $ 288 $ 329 $ 285 $ 265 $ 299
Acres of forestlands owned (in thousands) 6 932 952 1,251 1,251 2,179
Employees (in thousands) 6 22,000 24,000 24,000 22,200 29,400

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1
2008 results include after-tax restructuring charges of $44 million, or $0.26 per share, and after-tax income from discontinued operations of
$10 million, or $0.06 per share, related to the disposition of the company’s North Charleston, S.C. kraft paper mill and related assets.
2
2007 results include after-tax restructuring charges of $54 million, or $0.29 per share, after-tax one-time costs related to the company’s
cost initiative of $15 million, or $0.08 per share, and after-tax gains of $155 million, or $0.84 per share, from sales of large-tract forestlands.
The 2007 results also include after-tax income from discontinued operations of $19 million, or $0.11 per share, reflecting the presentation
of discontinued operations pursuant to the disposition of the company’s North Charleston, S.C. kraft paper mill and related assets.
3
2006 results include after-tax restructuring charges of $85 million, or $0.47 per share, after-tax one-time costs related to the company’s
cost initiative of $26 million, or $0.14 per share, a gain on the sale of a payable-in-kind (PIK) note of $13 million, or $0.07 per share, and an
after-tax gain of $11 million, or $0.06 per share, from the sale of corporate real estate. The 2006 results also include after-tax income from
discontinued operations of $12 million, or $0.07 per share, reflecting the presentation of discontinued operations pursuant to the
disposition of the company’s North Charleston, S.C. kraft paper mill and related assets.
4
2005 results include after-tax charges of $56 million, or $0.29 per share, related to the retirement of debt, after-tax restructuring charges of
$20 million, or $0.10 per share, and after-tax gains of $37 million, or $0.19 per share, from sales of forestlands. The 2005 results also include
an after-tax loss from discontinued operations of $90 million, or $0.47 per share, associated with the sale of the printing and writing papers
business and reflect the presentation of discontinued operations pursuant to the disposition of the company’s North Charleston, S.C.
kraft paper mill and related assets.
5
2004 results include after-tax restructuring charges of $67 million, or $0.33 per share, and after-tax gains of $110 million, or $0.54 per share,
from sales of forestlands. The 2004 results also include an after-tax loss from discontinued operations of $569 million, or $2.80 per share,
associated with the sale of the printing and writing papers business and reflect the presentation of discontinued operations pursuant to
the disposition of the company’s North Charleston, S.C. kraft paper mill and related assets.
6
Data has not been revised to exclude discontinued operations.

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Item 7. Management’s discussion and analysis of financial condition and results of operations
OVERVIEW
For the year ended December 31, 2008, MeadWestvaco Corporation (“MeadWestvaco”, “MWV”, or the “company”) reported net income from
continuing operations of $80 million, or $0.46 per share. Net income from continuing operations includes after-tax restructuring charges of $44
million, or $0.26 per share, related to employee separation costs, asset write-downs and other restructuring actions. Restructuring charges are
included in Corporate and Other for segment reporting purposes. Comparable results for prior years are noted later in this discussion.

Sales from continuing operations were $6.64 billion, up 4% from sales of $6.41 billion in 2007. During 2008, revenue growth was driven primarily
from MWV’s ongoing efforts to improve pricing and product mix and from the benefit of favorable foreign currency exchange. MWV
continued to generate sales momentum and improved pricing in targeted global packaging markets, including growth from new products and
packaging sales from emerging markets where the company has focused much of its expansion investments in recent years.

Earnings in 2008 were adversely impacted by significant input cost inflation and reflect lower year-over-year demand in some consumer
packaging markets, largely during the latter part of 2008 when the company experienced the effects of the global economic contraction. In 2008,
pre-tax costs for energy, raw materials and freight were $254 million higher compared to 2007, offsetting improvements in pricing and product
mix of $165 million on a continuing operations basis. In 2008, cash flow from continuing operations of $364 million was a significant source of
funds for the company, driven by our continued focus of prioritizing cash generation as a key operating principle across our businesses.

On July 1, 2008, the company completed the sale of its North Charleston, South Carolina kraft paper mill and related assets (collectively, the
“Kraft business”) for net cash proceeds of $466 million, which resulted in an after-tax gain of $8 million. For the year ended December 31, 2008,
the after-tax gain as well as the after-tax operating results of the Kraft business are reported as income from discontinued operations in the
consolidated statements of operations. Prior period amounts have been recast on a comparable basis. The results of operations and assets and
liabilities of the Kraft business were previously included in the Packaging Resources segment.

On January 15, 2009, MWV announced that it is implementing a series of broad cost reduction actions to further reduce its corporate and
business unit overhead cost structure, optimize its manufacturing footprint, and realize sourcing savings throughout its supply chain. These
actions are expected to result in the elimination of about 2,000 positions, or 10% of MWV’s global workforce, and the closure or restructuring
of 12 to 14 manufacturing facilities by the end of 2009. These cost management actions, which build on MWV’s recent commercial alignment
improvements and are in addition to our ongoing productivity improvement initiatives, are designed to achieve $125 million in pre-tax savings
in 2009, with a targeted run-rate range of $250 million to $300 million by mid-2010. In connection with these actions, we expect to incur pre-tax
restructuring charges of $200 million to $250 million, of which $29 million was recorded during the fourth quarter of 2008 with the remainder
expected to be recorded during 2009. The cash portion of these charges is expected to be $50 million to $60 million in 2009.

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RESULTS OF OPERATIONS
The following table summarizes our results for the years ended December 31, 2008, 2007 and 2006, as reported in accordance with accounting
principles generally accepted in the U.S. All references to per share amounts are presented on an after-tax basis.

Ye ars e n de d De ce m be r 31,
In millions, except per share data 2008 2007 2006
Net sales $ 6,637 $ 6,407 $ 6,050
Cost of sales 5,573 5,262 4,964
Selling, general and administrative expenses 809 870 894
Interest expense 210 205 195
Other income, net (34) (301) (83)

Income from continuing operations before income taxes 79 371 80


Income tax (benefit) provision (1) 105 (1)

Income from continuing operations 80 266 81


Income from discontinued operations, net of income taxes 10 19 12

Net income $ 90 $ 285 $ 93

Net income per share – basic and diluted:


Income from continuing operations $ 0.46 $ 1.45 $ 0.45
Income from discontinued operations 0.06 0.11 0.07
Net income $ 0.52 $ 1.56 $ 0.52

Comparison of Years ended December 31, 2008 and 2007


Sales were $6.64 billion and $6.41 billion for the years ended December 31, 2008 and 2007, respectively. Increased sales in 2008 were driven by
improved pricing and product mix and the impact of favorable foreign currency exchange, partially offset by lower volumes compared to 2007,
primarily due to the effects of the global economic contraction in the second half of 2008. Refer to the individual segment discussion that
follows for detailed sales information.

Costs of sales were $5.57 billion and $5.26 billion for the years ended December 31, 2008 and 2007, respectively. Increased cost of sales in 2008
was driven by continued significant input cost inflation, partially offset by lower volumes compared to 2007. In 2008, pre-tax input costs for
energy, raw materials and freight included in cost of sales were $260 million higher compared to 2007. Restructuring charges included in cost of
sales were $41 million and $57 million in 2008 and 2007, respectively.

Selling, general and administrative expenses were $809 million and $870 million, or 12.2% and 13.6% as a percentage of sales, for the years
ended December 31, 2008 and 2007, respectively. Lower expense in 2008 compared to 2007 was due primarily to improved productivity, lower
restructuring charges and one-time costs, and lower employee incentive compensation, partially offset by the impact of unfavorable foreign
currency exchange. In 2008, improved productivity lowered selling, general and administrative expenses by $83 million compared to 2007.
Restructuring charges and one-time costs included in selling, general and administrative expenses were $26 million and $48 million in 2008 and
2007, respectively.

Pension income from continuing operations was $93 million and $58 million for the years ended December 31, 2008 and 2007, respectively. For
2008, pension income includes a pre-tax curtailment gain of $11 million resulting from U.S. employee reductions associated with the company’s
2005 cost initiative. Pension income is reported in cost of sales and selling, general and administrative expenses, and is included in Corporate
and Other for segment reporting purposes.

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Interest expense was $210 million for the year ended December 31, 2008 and was comprised of $164 million related to bond and bank debt, $13
million related to a long-term obligation non-recourse to MWV and $33 million related to other borrowings. Interest expense was $205 million
for the year ended December 31, 2007 and was comprised of $178 million related to bond and bank debt and $27 million related to other
borrowings.

Other income, net was $34 million and $301 million for the years ended December 31, 2008 and 2007, respectively, and was comprised of the
following:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Gains on sales of large-tract forestlands 1 $ — $ (250)
Gains on sales of small-tract forestlands 1 — (24)
Gains on sales of other assets (16) —
Interest income (39) (19)
Asset impairments — 2
Foreign currency exchange losses (gains) 23 (12)
Other, net (2) 2
$ (34) $ (301)
1
In 2008, sales of landholdings are included in net sales in the consolidated statements of operations to reflect the strategic view and
structure of the operations of the Community Development and Land Management segment established in 2008. For periods prior to
2008, gains from sales of landholdings are included in other income, net in the consolidated statements of operations.

The company’s annual effective tax rate attributable to continuing operations was approximately (1)% and 28% for the years ended
December 31, 2008 and 2007, respectively. The decrease in the effective tax rate in 2008 compared to 2007 was primarily due to favorable
settlements of certain federal tax audit issues, benefits from changes in federal tax laws and regulations, and the mix of results between the
company’s domestic and foreign operations, including lower pre-tax domestic gains of $234 million from sales of forestlands in 2008 compared
to 2007.

In addition to the information discussed above, the following sections discuss the results of operations for each of the company’s business
segments and Corporate and Other. MWV’s business segments are (i) Packaging Resources, (ii) Consumer Solutions, (iii) Consumer & Office
Products, (iv) Specialty Chemicals, and (v) Community Development and Land Management. The company is presenting the Community
Development and Land Management business as a separate segment (previously included in Corporate and Other) to align segment
disclosures with management’s analysis of results of operations and the process to allocate resources adopted in 2008. Results for 2007 and
2006 have been recast to reflect the new segment structure. Refer to Note R of Notes to Consolidated Financial Statements included in Part II,
Item 8 for a reconciliation of the sum of the results of the business segments and Corporate and Other to the company’s consolidated income
from continuing operations before income taxes. Restructuring charges are included in Corporate and Other for segment reporting purposes.
Refer to the discussion included in “Significant Transactions” herein below for restructuring charges attributable to the company’s business
segments.

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Packaging Resources

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Sales 1 $ 2,667 $ 2,504
Segment profit 1, 2 195 281
1
Results for 2007 have been recast to exclude the discontinued operations of the Kraft business.
2
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

The Packaging Resources segment produces bleached paperboard, Coated Natural Kraft® paperboard (“CNK”), linerboard, and packaging for
consumer products including packaging for beverage and dairy, produce, cosmetics, tobacco, pharmaceuticals and healthcare products and
media. This segment’s paperboard products are manufactured at three mills located in the U.S. and two mills located in Brazil. Bleached
paperboard is used for packaging high-value consumer products such as pharmaceuticals, personal and beauty care, cosmetics, tobacco, food
service and aseptic cartons. CNK paperboard is used for a range of packaging applications, the largest of which for MWV is multi-pack
beverage packaging. Linerboard is used in the manufacture of corrugated boxes and other containers.

Sales for the Packaging Resources segment increased to $2.67 billion in 2008 compared to $2.50 billion in 2007. Increased sales were driven by
improved pricing and product mix in key paperboard grades and by volume growth in bleached board. Shipments of bleached paperboard in
2008 were 1,646,000 tons, up 5% from 2007 reflecting, in part, a shift by the company away from lower value grades. Shipments of CNK in 2008
were 1,043,000 tons, down 5% from 2007, mainly reflecting declines in beverage and general packaging grades in late 2008 as customers de-
stocked inventories in response to weak economic conditions. In 2008, bleached paperboard prices were up 5% and CNK prices were up 4%
compared to 2007. Sales for the company’s Brazilian packaging operation, Rigesa Ltda., increased 19% in 2008 over 2007, due primarily to
continued solid demand for corrugated packaging solutions in the domestic Brazilian market.

Profit for the Packaging Resources segment decreased to $195 million in 2008 compared to $281 million in 2007, reflecting record input cost
inflation offsetting improvements in pricing and product mix and higher volume. Earnings in 2008 were negatively impacted by $162 million
from higher input costs for energy, raw materials and freight and $51 million from unfavorable productivity due primarily to unscheduled
maintenance and hurricane-related downtime. Earnings in 2008 benefited by $98 million from improved pricing and product mix, $12 million from
the impact of favorable foreign currency exchange, $8 million from higher volume and $9 million from other favorable items compared to 2007.

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Consumer Solutions

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Sales $ 2,511 $ 2,431
Segment profit 1 56 86
1
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

The Consumer Solutions segment offers a full range of converting and consumer packaging solutions including printed plastic packaging and
injection-molded products used for personal and beauty care, cosmetics and pharmaceutical products; dispensing and sprayer systems for
personal and beauty care, healthcare, fragrance and home and garden markets; and packaging for media products such as DVDs, CDs, video
games and software. This segment designs and produces multi-pack cartons and packaging systems primarily for the beverage take-home
market and packaging for the tobacco market. Paperboard and plastic are converted into packaging products at plants located in North
America, South America, Asia and Europe. This segment also has pharmaceutical packaging contracts with retailers, including well-known
mass-merchants. In addition, this segment manufactures equipment that is leased or sold to its beverage and dairy customers to package their
products.

Sales for the Consumer Solutions segment increased to $2.51 billion in 2008 compared to $2.43 billion in 2007. In 2008, higher sales were driven
by growth in global beverage, home and garden and healthcare markets, and from the impact of favorable foreign currency exchange compared
to 2007. These positive effects were partially offset by year-over-year volume declines in media and personal care packaging due to weakening
economic conditions in the second half of 2008.

Profit for the Consumer Solutions segment decreased to $56 million in 2008 compared to $86 million in 2007. In 2008, earnings were negatively
impacted by $40 million from higher input costs of energy, raw materials and freight and $9 million from other unfavorable items compared to
2007. In 2008, earnings benefited by $11 million from improved productivity, $5 million from improved pricing and product mix and $3 million
from higher volume compared to 2007.

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Consumer & Office Products

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Sales $ 1,063 $ 1,147
Segment profit 1 96 139
1
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

The Consumer & Office Products segment manufactures, sources, markets and distributes school and office products, time-management
products and envelopes in North America and Brazil through both retail and commercial channels. MeadWestvaco produces many of the
leading brand names in school supplies, time-management and commercial office products, including AMCAL, ® AT-A-GLANCE, ®
Cambridge, ® COLUMBIAN, ® Day Runner, ® Five Star, ® Mead ® and Trapper Keeper. ®

Sales for the Consumer & Office Products segment decreased to $1.06 billion in 2008 compared to $1.15 billion in 2007. In 2008, volume declines
across key product lines due to the weakening U.S. economy offset improvements in pricing and product mix compared to 2007, as well as
higher year-over-year sales in the Brazilian school products business. This segment continues to be impacted by Asian-based imported
products.

Profit for the Consumer & Office Products segment decreased to $96 million in 2008 compared to $139 million in 2007. In 2008, earnings were
negatively impacted by $38 million from lower volume, $28 million from higher input costs, $5 million from the impact of unfavorable foreign
currency exchange and $9 million from other unfavorable items compared to 2007. In 2008, earnings benefited by $23 million from improved
productivity and $14 million from improved product mix compared to 2007.

Specialty Chemicals

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Sales $ 547 $ 494
Segment profit 1 48 37
1
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

The Specialty Chemicals segment manufactures, markets and distributes specialty chemicals derived from sawdust and other byproducts of
the papermaking process in North America, South America and Asia. Products include activated carbon used in emission control systems for
automobiles and trucks and performance chemicals used in printing inks, asphalt paving, adhesives and lubricants for the agricultural, paper
and petroleum industries.

Sales for the Specialty Chemicals segment increased to $547 million in 2008 compared to $494 million in 2007. In 2008, improved pricing and
product mix in most markets were partially offset by volume declines for carbon-based products due to lower automobile production volumes
in North America compared to 2007, and volume declines for printing ink resins due to weakness in the publication inks industry.

Profit for the Specialty Chemicals segment increased to $48 million in 2008 compared to $37 million in 2007. In 2008, earnings benefited by $53
million from improved pricing and product mix and $8 million from other favorable items compared to 2007. In 2008, earnings were negatively
impacted by $28 million from higher input costs of energy, raw materials and freight and $22 million from unfavorable productivity compared to
2007.

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Community Development and Land Management

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Sales 1 $ 135 $ 87
Segment profit 1,2 59 294
1
In 2008, sales of landholdings are included in net sales in the consolidated statements of operations to reflect the strategic
view and structure of the operations of the Community Development and Land Management segment established in 2008.
For periods prior to 2008, gains from sales of landholdings are included in other income, net in the consolidated statements
of operations.
2
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

During 2008, MWV established a real estate business to maximize the value of its land holdings. As a result, the company is presenting the
Community Development and Land Management business as a separate segment for the year ended December 31, 2008, which was previously
included in Corporate and Other. Results prior to 2008 have been recast to conform to the new segment structure.

Profit for the Community Development and Land Management segment was $59 million for the year ended December 31, 2008 compared to
$294 million for the year ended December 31, 2007. Sales were $135 million in 2008 compared to $87 million in 2007. Profit in 2007 includes pre-
tax gains of $250 million related to sales of non-strategic large-tract forestlands. Profit from real estate activities related to small-tract land sales
was $40 million in 2008 compared to $24 million in 2007. Profit from forestry operations and leasing activities was $19 million in 2008 compared
to $20 million in 2007. The company sold approximately 21,200 small-tract acres for gross proceeds of $57 million in 2008 compared to
approximately 7,900 acres for gross proceeds of $26 million in 2007. As the U.S. economy continued to weaken in 2008, the company shifted its
marketing focus to smaller recreational properties primarily located in rural Alabama, Georgia and Virginia.

The Community Development and Land Management segment is responsible for maximizing the value of the company’s landholdings.
Operations of the segment include real estate development, forestry operations and leasing activities. Real estate development includes
(i) improving and selling rural tracts primarily for recreational and residential uses, (ii) entitling and improving high-value tracts through joint
ventures and other ownership arrangements, (iii) master planning select landholdings, and (iv) monetizing non-core forestlands. Forestry
operations include growing and harvesting softwood and hardwood on the company’s forestlands for external consumption and for use by
the company’s mill-based business. Leasing activities include fees from third parties undertaking mineral extraction operations, as well as fees
from recreational leases on the company’s forestlands.

The goal of the Community Development and Land Management business is to create and manage a land portfolio capable of generating
sustainable earnings and cash flow and maximizing shareholder value. To accomplish this goal, during 2008 the company evaluated its land
portfolio to determine the potential maximum value for each tract and the real estate strategies for realizing those values. Based on our
landholdings at December 31, 2008, management has determined that approximately 545,000 acres are most suitable for rural land sales,
approximately 115,000 acres are developable and approximately 140,000 acres are strategic fiber sources for the company’s mill operations with
mineral extraction potential. Current segmentation may change as a result of the company’s continuous evaluation of its landholdings for the
highest and best use.

Current real estate industry conditions remain challenging due to significant credit tightening and weaker consumer spending. These factors
will likely continue to influence near-term results. During this time, the company will continue to move forward with its near- and long- term real
estate value creation plans, including enhancing rural land and entitling and master planning its highest potential development land.

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Corporate and Other

Ye ars e n de d De ce m be r 31,
In millions 2008 2007
Sales 1 $ 105 $ 130
Corporate and Other loss 1, 2 (375) (466)
1
Results for 2007 have been recast to include certain costs previously associated with the discontinued operations of the
Kraft business and to conform to the new segment structure adopted in 2008 reflecting the separate presentation of the
Community Development and Land Management business previously included in Corporate and Other.
2
Corporate and Other loss includes minority interest income and losses, restructuring charges and one-time costs, pension
income, interest expense and income, and gains and losses on certain asset sales.

Corporate and Other includes corporate support staff services and related assets and liabilities, including merger-related goodwill, and the
Specialty Papers business. The results include income and expense items not directly associated with segment operations, such as certain
legal settlements, net pension income, interest expense and income, sales of corporate real estate, restructuring charges and one-time costs
and other activities.

Corporate and Other loss was $375 million in 2008 compared to a loss of $466 million in 2007. Contributing to the decreased loss in 2008 were
lower restructuring charges and one-time costs of $40 million, higher pension income of $35 million, higher interest income of $20 million, a gain
of $15 million from the sale of corporate real estate, and $8 million from other net favorable items, partially offset by $27 million from
unfavorable foreign currency exchange compared to 2007.

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Comparison of Years ended December 31, 2007 and 2006


Sales were $6.41 billion and $6.05 billion for the years ended December 31, 2007 and 2006, respectively. Increased sales in 2007 were driven by
the addition of the dispensing and spraying systems business acquired in the third quarter of 2006, improved pricing and product mix and the
impact of favorable foreign currency exchange, partially offset by lower volumes compared to 2006. Refer to the individual segment discussion
that follows for detailed sales information for each segment.

Costs of sales were $5.26 billion and $4.96 billion for the years ended December 31, 2007 and 2006, respectively. In 2007, pre-tax input costs for
energy, raw materials and freight included in cost of sales were $131 million higher compared to 2006. Restructuring charges included in cost of
sales were $57 million and $53 million in 2007 and 2006, respectively.

Selling, general and administrative expenses were $870 million and $894 million, or 13.6% and 14.8% as a percentage of sales, for the years
ended December 31, 2007 and 2006, respectively. Lower expense in 2007 compared to 2006 was primarily due to lower restructuring charges and
one-time costs, partially offset by the impact of the addition of the dispensing and spraying systems business acquired in the third quarter of
2006 and the impact of unfavorable foreign currency exchange. Restructuring charges and one-time costs included in selling, general and
administrative expenses were $48 million in 2007 compared to $102 million in 2006.

Pension income from continuing operations was $58 million and $54 million for the years ended December 31, 2007 and 2006, respectively.
Pension income is reported in cost of sales and selling, general and administrative expenses, and is included in Corporate and Other for
segment reporting purposes.

Interest expense was $205 million for the year ended December 31, 2007 and was comprised of $178 million related to bond and bank debt and
$27 million related to other borrowings. Interest expense was $195 million for the year ended December 31, 2006 and was comprised of $176
million related to bond and bank debt and $19 million related to other borrowings.

Other income, net was $301 million and $83 million for the years ended December 31, 2007 and 2006, respectively, and was comprised of the
following:

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Gains on sales of large-tract forestlands $ (250) $ —
Gains on sales of small-tract forestlands (24) (29)
Gains on sales of other assets — (29)
Gain on sale of PIK note — (21)
Interest income (19) (20)
Asset impairments 2 20
Foreign currency exchange gains (12) (1)
Other, net 2 (3)
$ (301) $ (83)

The company’s annual effective tax rate from continuing operations was approximately 28% and (2)% for the years ended December 31, 2007
and 2006, respectively. The increase in the rate in 2007 compared to 2006 was primarily due to a shift in the level and mix of domestic versus
foreign earnings, including pre-tax domestic gains from sales of forestlands of $274 million in 2007 compared to $29 million in 2006.

In addition to the information discussed above, the following sections discuss the results of operations for each of our business segments
and Corporate and Other.

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Packaging Resources

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Sales 1 $ 2,504 $ 2,455
Segment profit 1, 2 281 244
1
Results for 2007 and 2006 have been recast to exclude the discontinued operations of the Kraft business.
2
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

Sales for the Packaging Resources segment increased to $2.50 billion in 2007 compared to $2.46 billion in 2006. Increased sales were driven by
improved pricing and product mix, the impact of favorable foreign currency exchange and strengthened demand in key products. Shipments of
bleached paperboard in 2007 were 1,575,000 tons, down 4% from 2006 reflecting, in part, a shift by the company away from lower value grades.
Shipments of CNK in 2007 were 1,096,000 tons, down 3% from 2006, with declines in beverage sales partially offset by higher sales of general
packaging grades. In 2007, bleached paperboard prices were up 4% and CNK prices were up 6% compared to 2006. Sales for the company’s
Brazilian packaging operation, Rigesa Ltda., increased 20% in 2007 over 2006 driven by higher volume and the impact of favorable foreign
currency exchange, partially offset by lower pricing.

Profit for the Packaging Resources segment increased to $281 million in 2007 compared to $244 million in 2006. Earnings in 2007 benefited by
$65 million from improved pricing and product mix, $45 million from improved productivity and $9 million from the impact of favorable foreign
currency exchange compared to 2006. Earnings in 2007 were negatively impacted by $66 million from higher input costs for energy, raw
materials and freight, $6 million from volume declines and $10 million from higher other costs compared to 2006.

Consumer Solutions

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Sales $ 2,431 $ 2,170
Segment profit 1 86 93
1
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

Sales for the Consumer Solutions segment increased to $2.43 billion in 2007 compared to $2.17 billion in 2006. In 2007, sales improved in our
beverage and healthcare businesses and benefited from the addition of the dispensing and spraying systems business acquired in the third
quarter of 2006 and the impact of favorable foreign currency exchange. These positive effects were partially offset by decreased sales in the
media business due to market-related declines.

Profit for the Consumer Solutions segment decreased to $86 million in 2007 compared to $93 million in 2006. In 2007, earnings were negatively
impacted by $26 million from higher input costs for energy, raw materials and freight, $23 million from volume declines and $8 million from lower
pricing compared to 2006. In 2007, earnings benefited by $27 million from the impact of favorable foreign currency exchange and earnings from
the dispensing and spraying systems business acquired in the third quarter of 2006, $20 million from improved productivity and $3 million from
lower other costs compared to 2006.

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Consumer & Office Products

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Sales $ 1,147 $ 1,143
Segment profit 1 139 127
1
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

Sales for the Consumer & Office Products segment increased to $1.15 billion in 2007 compared to $1.14 billion in 2006. In 2007, solid
performance in the segment’s value-added branded consumer product lines, improved overall product mix, the impact of favorable foreign
currency exchange and solid performance in the Brazilian school products business were partially offset by lower volumes compared to 2006.

Profit for the Consumer & Office Products segment increased to $139 million in 2007 compared to $127 million in 2006. In 2007, earnings were
positively impacted by $43 million from improved product mix, $5 million from improved productivity and $4 million from other favorable items,
partially offset by higher input costs of $22 million and volume declines of $18 million compared to 2006. The effect of improved product mix
associated with the segment’s emphasis on proprietary, branded products was partially offset by lower basic product volume during 2007.

Specialty Chemicals

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Sales $ 494 $ 493
Segment profit 1 37 51
1
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

Sales for the Specialty Chemicals segment increased to $494 million in 2007 compared to $493 million in 2006. In 2007, improved pricing in most
markets was offset by volume declines for carbon-based products due to lower automobile production volumes in North America compared to
2006, and volume declines for printing ink resins due to weakness in the publication inks industry.

Profit for the Specialty Chemicals segment decreased to $37 million in 2007 compared to $51 million in 2006. In 2007, decreased earnings reflect
higher input costs of energy, raw materials and freight of $25 million, volume declines of $11 million and other unfavorable items of $11 million,
partially offset by improved pricing and product mix of $33 million compared to 2006.

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Community Development and Land Management

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Sales 1 $ 87 $ 106
Segment profit 1, 2 294 53
1
Gains from sales of forestlands in 2007 and 2006 are included in segment profit and in other income, net in the consolidated
statements of operations.
2
Segment profit is measured as results before restructuring charges and one-time costs, pension income, interest expense and
income, income taxes, minority interest income and losses and discontinued operations.

Profit for the Community Development and Land Management segment was $294 million for the year ended December 31, 2007 compared to
$53 million for the year ended December 31, 2006. Sales were $87 million in 2007 compared to $106 million in 2006 and were primarily related to
forestry operations and leasing activities. Profit in 2007 includes pre-tax gains of $250 million related to sales of non-strategic large-tract
forestlands. Profit from real estate activities related to small-tract land sales was $24 million in 2007 compared to $29 million in 2006. Profit from
forestry operations and leasing activities was $20 million in 2007 compared to $24 million in 2006. The company sold approximately 7,900 small-
tract acres for gross proceeds of $26 million in 2007 compared to approximately 7,700 acres for gross proceeds of $30 million in 2006.

Corporate and Other

Ye ars e n de d De ce m be r 31,
In millions 2007 2006
Sales 1 $ 130 $ 130
Corporate and Other loss 1, 2 (466) (488)
1
Results for 2007 and 2006 have been recast to include certain costs previously associated with the discontinued operations
of the Kraft business and to conform to the new segment structure adopted in 2008 reflecting the separate presentation of
the Community Development and Land Management business previously included in Corporate and Other.
2
Corporate and Other loss includes minority interest income and losses, restructuring charges and one-time costs, pension
income, interest expense and income, and gains and losses on certain asset sales.

Corporate and Other loss was $466 million in 2007 compared to a loss of $488 million in 2006. In 2007 compared to 2006, lower restructuring
charges and one-time costs of $65 million and other favorable items of $1 million were partially offset by certain items reflected in the 2006
results including a $21 million gain from the sale of a PIK note, an $18 million gain from the sale of corporate real estate and $5 million in
transition services income from New Page Corporation.

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OUTLOOK
2009
Overview
Given worldwide economic uncertainty, year-over-year results comparisons are difficult to predict. MWV is directly addressing the uncertain
economic environment by remaining focused on the key items within its control that are expected to further strengthen the company’s
financial position including:
• vigilantly managing working capital usage;
• reducing discretionary spending, including pay freezes for salaried employees;
• reducing capital expenditures by narrowing investments on more immediate, high-return investments;
• matching production with demand to reduce manufacturing cash costs, and;
• executing the broad cost reduction actions MWV announced on January 15, 2009.

Cost management actions


On January 15, 2009, MWV announced that it is implementing a series of broad cost reduction actions to further reduce its corporate and
business unit overhead cost structure, optimize its manufacturing footprint, and realize sourcing savings throughout its supply chain. These
actions are expected to result in the elimination of about 2,000 positions, or 10% of MWV’s global workforce, and the closure or restructuring
of 12 to 14 manufacturing facilities by the end of 2009. These cost management efforts are designed to achieve $125 million in pre-tax savings
in 2009, with a targeted run-rate range of $250 million to $300 million by mid-2010. In connection with these actions, we expect to incur pre-tax
restructuring charges of $200 million to $250 million, of which $29 million was recorded during the fourth quarter of 2008 with the remainder to
be recorded during 2009. The cash portion of these charges is expected to be $50 million to $60 million in 2009.

Other items
Capital spending was $288 million in 2008 and is expected to be about $250 million in 2009. Depreciation, depletion and amortization expense
was $472 million in 2008 and is expected to be about $450 million in 2009.

Interest expense was $210 million in 2008 and is expected to be $200 million to $210 million in 2009.

Management currently estimates pension income in 2009 to be about $60 million before the impact, if any, of a curtailment gain or loss due to a
plan re-measurement from actions under the 2008 strategic cost management initiative. In addition, the company’s U.S. qualified retirement
plans remain over-funded and we do not anticipate any required regulatory funding contributions to such plans in the foreseeable future.

Recent developments in global credit markets have not had a material impact on the company’s investments and credit facilities. In addition,
these developments have not had a material impact on the company’s relationships with its current vendors and customers. Management will
continue to monitor potential changes in the credit market and related markets which may have an impact on its businesses.

Certain statements in this document and elsewhere by management of the company that are neither reported financial results nor other
historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the
“Forward-looking Statements” section later in this document.

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LIQUIDITY AND CAPITAL RESOURCES


In response to current economic uncertainty and to enhance MWV’s liquidity, we have prioritized cash generation as a key operating principle
across our businesses. We are aggressively managing working capital usage and matching production to market demand, as well as
suspending all non-critical capital projects and limiting discretionary spending. Cash and cash equivalents were $549 million at December 31,
2008 compared to $245 million at December 31, 2007. The credit quality of our portfolio of short-term investments remains appropriate with the
majority of the company’s cash and cash equivalents invested in U.S. government securities.

Cash flow from operations and the company’s current cash levels are expected to be adequate to fund scheduled debt payments, dividends to
shareholders and capital expenditures in 2009. Capital spending is expected to be about $250 million in 2009, down from $288 million in 2008,
and will be primarily allocated to productivity improvement initiatives and to safety and environmental compliance programs. In addition, the
company’s U.S. qualified retirement plans remain over-funded and we do not anticipate any required regulatory funding contributions to such
plans in the foreseeable future.

MWV currently has $950 million of undrawn committed credit facilities. We continuously monitor the credit quality of our credit facility banks,
insurance providers and derivative contract counter-parties, in addition to our customers and key suppliers. The company has taken and will
take further actions as necessary to mitigate any impact to its liquidity position; however, we cannot predict with any certainty the impact to
the company of any further disruption in global credit markets.

Operating activities
Cash provided by operating activities from continuing operations was $364 million in 2008, compared to $574 million in 2007 and $523 million in
2006. The decrease in operating cash flow in 2008 compared to 2007 and 2006 was primarily attributable to lower earnings. Cash generated from
year-over-year working capital improvements was $24 million, $128 million and $138 million in 2008, 2007 and 2006, respectively. See Note Q of
Notes to Financial Statements included in Part II, Item 8 for information related to changes in working capital. Cash provided by operating
activities from discontinued operations related to the Kraft business was $12 million, $67 million and $44 million in 2008, 2007 and 2006,
respectively.

Investing activities
Cash used in investing activities from continuing operations was $264 million in 2008, compared to $227 million in 2007 and $744 million in 2006.
Proceeds from dispositions of assets generated $67 million in 2008, compared to $182 million in 2007 and $165 million in 2006. Capital spending
from continuing operations totaled $288 million in 2008, compared to $329 million in 2007 and $285 million in 2006. Payments for acquired
businesses, net of cash acquired and transaction costs, were $18 million in 2008, compared to $52 million in 2007 and $714 million in 2006.
During 2008, we purchased Oracle Packaging to expand the company’s leadership position in North American beverage packaging, and we
jointly acquired International Labs, a pharmaceutical packaging company, with India-based Bilcare Ltd. During 2007, we acquired two
manufacturers of high-quality, innovative dispensing and sprayer systems to strengthen our primary packaging offerings. During 2006, we
acquired Saint-Gobain Calmar, a leading global manufacturer of high-quality and innovative dispensing and spraying systems, with
manufacturing facilities in North America, Europe, Latin America and Asia. See related discussion in Note P of Notes to Financial Statements
included in Part II, Item 8. Proceeds of the sale of a debt security generated $109 million in 2006.

Cash provided by investing activities from discontinued operations was $456 million in 2008, compared to cash used in investing activities
from discontinued operations of $9 million in 2007 and $17 million in 2006. The increase in cash provided by investing activities from
discontinued operations in 2008 compared to 2007 and 2006 was attributable to net cash proceeds of $466 million from the sale of the Kraft
business, net of its capital expenditures and other cash outflows of $10 million.

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Financing activities
Cash used in financing activities from continuing operations was $200 million in 2008, compared to cash used in financing activities from
continuing operations of $332 million in 2007 and cash provided by financing activities from continuing operations of $41 million in 2006. In
2008, net cash used in financing activities from continuing operations was driven by dividend payments of $159 million, long-term debt
payments of $36 million and other uses of funds of $13 million, offset in part by proceeds from other sources of funds of $8 million. Cash used
in financing activities from discontinued operations was $7 million and $6 million in 2007 and 2006, respectively. There was no cash flow from
financing activities attributable to discontinued operations in 2008.

The company has available a $750 million bank credit facility that expires in December 2010. Borrowings under this agreement can be in
unsecured domestic or Eurodollar notes and at rates approximating Prime or the London Interbank Offered Rate (“LIBOR”) at the company’s
option. The $750 million revolving credit agreement contains a financial covenant limiting the percentage of total debt (including a $338 million
liability non-recourse to MWV) to total capitalization (including deferred income tax liabilities) to 55% (as of December 31, 2008, the company’s
total debt to total capitalization as defined above was approximately 41%) as well as certain other covenants with which the company is in
compliance. The revolving credit facility was undrawn at December 31, 2008 and 2007. In addition, the company has a $200 million secured
revolving credit facility that expires in May 2009, which includes an option to extend for an additional period of up to one year if specified
conditions are satisfied. Borrowings under this facility are secured by a portion of the company’s trade receivables and bear interest at LIBOR
plus a margin. The secured revolving credit facility was undrawn at December 31, 2008 and 2007. We continue to monitor the credit quality of
our liquidity providers by evaluating credit ratings and credit default swap levels. In addition, we undertake similar measures and evaluate
deposit concentrations to monitor the credit quality of the financial institutions that hold our cash and cash equivalents.

The percentage of total debt to total capitalization for MWV was 45% at December 31, 2008 and 40% at December 31, 2007.

During 2008, MWV terminated its entire portfolio of interest rate swaps on its fixed-rate debt to mitigate any counter-party credit risk and to
realize its net favorable hedge positions at that time. As a result, all of the company’s long-term debt is at fixed rates. As a result of the swap
terminations, the company realized $20 million in net cash proceeds, which are included in cash flows from operations in the consolidated
statements of cash flows.

The company’s Board of Directors declared dividends of $0.92 per share, paying a total of $159 million, $169 million and $167 million of
dividends to shareholders for the years ended December 31, 2008, 2007 and 2006, respectively. On January 26, 2009, the company’s Board of
Directors declared a regular quarterly dividend of $0.23 per common share.

Proceeds from the issuance of common stock and exercises of stock options were $162 million and $53 million for the years ended
December 31, 2007 and 2006, respectively. Proceeds from the issuance of common stock and exercises of stock options were less than $1
million in 2008.

In 2007, the company entered into an accelerated share repurchase program with a financial institution counterparty to purchase $400 million of
the company’s common stock. This program was funded by proceeds from sales of forestlands that closed in 2007. Pursuant to this program,
the company received and retired 14.0 million shares. Under a separate share repurchase program, the company repurchased 2.6 million shares
for $86 million in 2007. In 2006, the company repurchased and retired 1.3 million shares related to an obligation under a share put option to the
former owner of a subsidiary. The cash impact of this transaction was $47 million. The 1.3 million shares repurchased under the put option
were not a reduction of the share repurchases authorized by the Board of Directors in 2005.

In 2007, the company received an installment note in the amount of $398 million (the “Timber Note”) as part of the consideration for the sale of
certain large-tract forestlands. The Timber Note does not require any principal payments until its maturity in October 2027 and bears interest at
a rate approximating the LIBOR. In addition, the Timber Note is supported by a bank-issued irrevocable letter of credit obtained by the buyer
of the forestlands. Using the Timber Note as collateral, the company received $338 million in proceeds under a secured financing agreement
with a bank. Under the terms of the agreement, the liability from this transaction is non-recourse to MeadWestvaco and shall be paid from the
Timber Note proceeds upon its maturity. As a result, the Timber Note is not available to satisfy the obligations of

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MeadWestvaco. The non-recourse liability does not require any principal payments until its maturity in October 2027 and bears interest at a
rate approximating LIBOR. For further discussion related to this transaction, see Note D of Notes to Financial Statements included in Part II,
Item 8.

In May of 2008, Moody’s Investors Service lowered MeadWestvaco’s senior unsecured debt ratings to Ba1 from Baa3 with a stable outlook.
In August of 2008, Standard and Poor’s Ratings Services revised its outlook on MeadWestvaco to negative from stable, lowered the
company’s short-term credit rating to A-3 from A-2 and affirmed the company’s BBB long-term credit rating. These rating changes did not
have a material financial impact to the company in 2008 and are not expected to have a material financial impact to the company in 2009.

EFFECTS OF INFLATION
Prices for energy, including natural gas, oil and electricity, and raw materials and freight, increased significantly in 2008 and 2007. The increase
in these costs affected many of the company’s businesses. During 2008, the pre-tax input cost of energy, raw materials and freight attributable
to continuing operations was $254 million higher than in 2007. During 2007, the pre-tax input cost of energy, raw materials and freight
attributable to continuing operations was $131 million higher than in 2006.

ENVIRONMENTAL AND LEGAL MATTERS


Our operations are subject to extensive regulation by federal, state and local authorities, as well as regulatory authorities with jurisdiction over
foreign operations of the company. Due to changes in environmental laws and regulations, the application of such regulations, and changes in
environmental control technology, it is not possible for us to predict with certainty the amount of capital expenditures to be incurred for
environmental purposes. Taking these uncertainties into account, we estimate that we will incur $13 million and $32 million in environmental
capital expenditures in 2009 and 2010, respectively. Approximately $16 million was spent on environmental capital projects in 2008.

The company has been notified by the U.S. Environmental Protection Agency or by various state or local governments that it may be liable
under federal environmental laws or under applicable state or local laws with respect to the cleanup of hazardous substances at sites
previously operated or used by the company. The company is currently named as a potentially responsible party (“PRP”), or has received
third-party requests for contribution under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and
similar state or local laws with respect to numerous sites. There are other sites which may contain contamination or which may be potential
Superfund sites, but for which MeadWestvaco has not received any notice or claim. The potential liability for all these sites will depend upon
several factors, including the extent of contamination, the method of remediation, insurance coverage and contribution by other PRPs. The
company regularly evaluates its potential liability at these various sites. At December 31, 2008, MeadWestvaco had recorded liabilities of
approximately $19 million for estimated potential cleanup costs based upon its close monitoring of ongoing activities and its past experience
with these matters. The company believes that it is reasonably possible that costs associated with these sites may exceed amounts of recorded
liabilities by an amount that could range from an insignificant amount to as much as $10 million. This estimate is less certain than the estimate
upon which the environmental liabilities were based. After consulting with legal counsel and after considering established liabilities, it is our
judgment that the resolution of pending litigation and proceedings is not expected to have a material adverse effect on the company’s
consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a
material effect on the company’s results of operations.

As with numerous other large industrial companies, the company has been named a defendant in asbestos-related personal injury litigation.
Typically, these suits also name many other corporate defendants. All of the claims against the company resolved to date have been
concluded before trial, either through dismissal or through settlement with payments to the plaintiff that are not material to the company. To
date, the costs resulting from the litigation, including settlement costs, have not been significant. As of December 31, 2008, there were
approximately 591 lawsuits. Management believes that the company has substantial indemnification protection and insurance coverage,
subject to applicable deductibles and policy limits, with respect to asbestos claims. The company has valid defenses to these claims and
intends to continue to defend them vigorously. Additionally, based on its historical experience in asbestos cases and an analysis of the
current cases, the company believes that it has adequate amounts accrued for potential settlements and judgments in asbestos-related
litigation. At December 31, 2008, the company had recorded litigation

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liabilities of approximately $21 million, a significant portion of which relates to asbestos. Should the volume of litigation grow substantially, it
is possible that the company could incur significant costs resolving these cases. After consulting with legal counsel and after considering
established liabilities, it is our judgment that the resolution of pending litigation and proceedings is not expected to have a material adverse
effect on the company’s consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings
or matters could have a material effect on the company’s results of operations.

MeadWestvaco is involved in various other litigation and administrative proceedings arising in the normal course of business. Although the
ultimate outcome of such matters cannot be predicted with certainty, management does not believe that the currently expected outcome of any
matter, lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on the company’s
consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a
material effect on the company’s results of operations.

CONTRACTUAL OBLIGATIONS
The company enters into various contractual obligations throughout the year. Presented below are the contractual obligations of the company
as of December 31, 2008, and the time period in which payments under the obligations are due. Disclosures related to long-term debt, capital
lease obligations and operating lease obligations are included in the Notes to Financial Statements included in Part II, Item 8. Also included
below are disclosures regarding the amounts due under purchase obligations. A purchase obligation is defined as an agreement to purchase
goods or services that is enforceable and legally binding on the company and that specifies all significant terms, including fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

The company has included in the disclosure below all normal and recurring purchase orders, take-or-pay contracts, supply arrangements as
well as other purchase commitments that management believes meet the definition of purchase obligations above.

Paym e n ts due by pe riod


1-3 3-5 More than
Le ss th an ye ars 2010 ye ars 2012 5 ye ars 2014
In millions Total 1 ye ar 2009 an d 2011 an d 2013 an d be yond
Contractual obligations:
Debt, excluding capital lease obligations $2,249 $ 86 $ 31 $ 676 $ 1,456
Interest on debt(1) 2,363 167 324 242 1,630
Capital lease obligations(2) 364 13 23 20 308
Operating leases 462 58 114 69 221
Purchase obligations 995 549 195 136 115
Other long-term obligations(3) (4) 626 71 157 138 260

Total $7,059 $ 944 $ 844 $ 1,281 $ 3,990


(1)
Amounts are based on weighted-average interest rate of 7.6% for 2009. The weighted-average interest rate for years 2010 and thereafter is
7.7%.
(2)
Amounts include both principal and interest payments.
(3)
Total excludes a $338 million liability that is non-recourse to MeadWestvaco. See related discussion in Note D of Notes to Financial
Statements included in Part II, Item 8.
(4)
Total excludes $127 million of unrecognized tax benefits and $43 million of related accrued interest and penalties due to the uncertainty of
timing of payment. See Note N of Notes to Financial Statements included in Part II, Item 8 for additional information.

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SIGNIFICANT TRANSACTIONS
Discontinued operations
On July 1, 2008, the company completed the sale of its Kraft business for net cash proceeds of $466 million. The sale resulted in a pre-tax gain
of $13 million ($8 million after-tax). For 2008, the after-tax gain on sale as well as the after-tax operating results of the Kraft business are being
reported as income from discontinued operations in the consolidated statements of operations. Prior period amounts have been recast on a
comparable basis. The results of operations and assets and liabilities of the Kraft business were previously included in the Packaging
Resources segment.

Income from discontinued operations was $10 million, or $0.06 per share, for 2008, $19 million, or $0.11 per share, for 2007, and $12 million, or
$0.07 per share, for 2006. Refer to Note P of Notes to Consolidated Financial Statements included in Part II, Item 8 for further discussion of the
sale of the Kraft business and discontinued operations treatment.

Restructuring charges
Year ended December 31, 2008
During 2005, the company launched a cost initiative to improve the efficiency of its business model. The goal of this initiative was to reduce
the overall cost structure of the company by $175 million to $200 million, before inflation, on an annual run-rate basis. The company completed
this program in December 2008, achieving estimated cumulative savings of about $190 million. In January 2009, the company announced a
series of broad cost reduction actions including further reducing corporate and business unit overhead expense and closing or restructuring
certain manufacturing locations. Restructuring costs incurred during 2008 were pursuant to both the 2005 cost initiative and the 2008 strategic
cost management initiative.

For the year ended December 31, 2008, the company incurred pre-tax charges of $69 million in connection with employee separation costs,
asset write-downs and other restructuring actions of which $41 million, $26 million and $2 million was recorded within cost of sales, selling,
general and administrative expenses, and other income, net, respectively. In the fourth quarter of 2008, the company incurred pre-tax charges
of $51 million of which $33 million and $18 million was recorded within cost of sales, and selling, general and administrative expenses,
respectively. Although these charges related to individual segments, such amounts are included in Corporate and Other for segment reporting
purposes. The following table and discussion present additional detail of the 2008 charges:

Asse t
write -down s an d
In millions Em ploye e costs othe r costs Total
Consumer Solutions $ 30 $ 14 $ 44
Consumer & Office Products 6 2 8
Packaging Resources 2 2 4
Specialty Chemicals 1 3 4
All other 5 4 9
$ 44 $ 25 $ 69

Asse t
write -down s an d
In millions Em ploye e costs othe r costs Total
2005 cost initiative $ 19 $ 21 $ 40
2008 strategic cost management initiative 25 4 29
$ 44 $ 25 $ 69

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Consumer Solutions:
During the year ended December 31, 2008, the Consumer Solutions segment incurred charges of $44 million for employee separation costs,
asset write-downs and other restructuring actions in connection with its packaging converting operations in the U.S. and Europe. These
charges include employee separation costs of $30 million related to approximately 1,260 employees. The affected employees will separate from
the company by December 31, 2009. The remaining $14 million was related to asset write-downs and other restructuring actions.

Consumer & Office Products:


During the year ended December 31, 2008, the Consumer & Office Products segment incurred charges of $8 million for employee separation
costs, asset write-downs and other restructuring actions in connection with its operations in the U.S. These charges include employee
separation costs of $6 million related to approximately 390 employees. The affected employees will separate from the company by December 31,
2009. The remaining $2 million was related to asset write-downs and other restructuring actions.

Packaging Resources:
During the year ended December 31, 2008, the Packaging Resources segment incurred charges of $4 million for employee separation costs,
asset write-downs and other restructuring actions in connection with its manufacturing operations in the U.S. These charges include employee
separation costs of $2 million related to approximately 35 employees. The affected employees will separate from the company by December 31,
2009. The remaining $2 million was related to asset write-downs and other restructuring actions.

Specialty Chemicals:
During the year ended December 31, 2008, the Specialty Chemicals segment incurred charges of $4 million for employee separation costs, asset
write-downs and other restructuring actions in connection with its manufacturing operations in the U.S. These charges include employee
separation costs of $1 million related to approximately 20 employees. The affected employees will separate from the company by December 31,
2009. The remaining $3 million was related to asset write-downs and other restructuring actions.

All other:
During the year ended December 31, 2008, the company incurred charges of $9 million for employee separation costs, asset write-downs and
other restructuring actions. These charges include employee separation costs of $5 million related to approximately 180 employees. The
affected employees will separate from the company by December 31, 2009. The remaining $4 million was related to asset write-downs and other
restructuring actions.

Year ended December 31, 2007


For the year ended December 31, 2007, the company recorded pre-tax charges of $85 million in connection with employee separation costs,
asset write-downs and other restructuring actions, of which $57 million, $24 million and $4 million was recorded within cost of sales, selling,
general and administrative expenses, and other income, net, respectively. Of these charges, $23 million was related to the Consumer Solutions
segment, $5 million was related to the Consumer & Office Products segment, $2 million was related to the Packaging Resources segment, and
$55 million was attributed to Corporate and Other. These charges related to various restructuring actions, including asset write-downs and
employee separation costs covering approximately 240 employees. As of December 31, 2008, actions related to employee separation costs were
substantially paid. Charges attributed to Corporate and Other include $42 million in connection with asset write-downs and facility closure
costs in connection with the company’s Specialty Papers business.

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Year ended December 31, 2006


For the year ended December 31, 2006, the company recorded pre-tax charges of $133 million in connection with employee separation costs,
asset write-downs and other restructuring actions, of which $53 million, $60 million and $20 million was recorded within cost of sales, selling,
general and administrative expenses, and other income, net, respectively. Of these charges, $27 million was related to the Packaging Resources
segment, $30 million was related to the Consumer Solutions segment and $8 million was related to the Consumer & Office Products segment.
These charges related to various restructuring actions, including asset write-downs and employee separation costs covering approximately
1,340 employees. As of December 31, 2007, actions related to employee separation costs were substantially paid. In addition, $68 million was
related to Corporate and Other of which $49 million was in connection with asset write-downs and other restructuring actions associated with
ceased-use facilities and asset impairments.

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CRITICAL ACCOUNTING POLICIES


Our principal accounting policies are described in the Summary of Significant Accounting Policies in the Notes to Consolidated Financial
Statements included in Part II, Item 8. The preparation of financial statements in accordance with GAAP requires management to make
estimates and assumptions that affect the reported amounts of some assets and liabilities and, in some instances, the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from these estimates. Management believes the accounting
policies discussed below represent those accounting policies requiring the exercise of judgment where a different set of judgments could
result in the greatest changes to reported results. Management has discussed the development and selection of the critical accounting
estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the company’s disclosure.

Environmental and legal liabilities: We record accruals for estimated environmental liabilities when remedial efforts are probable and the
costs can be reasonably estimated. These estimates reflect assumptions and judgments as to the probable nature, magnitude and timing of
required investigation, remediation and monitoring activities, as well as availability of insurance coverage and contribution by other
potentially responsible parties. Due to the numerous uncertainties and variables associated with these assumptions and judgments, and
changes in governmental regulations and environmental technologies, accruals are subject to substantial uncertainties, and actual costs could
be materially greater or less than the estimated amounts. We record accruals for other legal contingencies, which are also subject to numerous
uncertainties and variables associated with assumptions and judgments, when the loss is probable and reasonably estimable. Liabilities
recorded for claims are limited to pending cases based on the company’s historical experience, consultation with outside counsel and
consultation with an actuarial specialist concerning the feasibility of reasonably estimating liabilities associated with claims that may arise in
the future. We recognize insurance recoveries when collection is reasonably assured.

Restructuring and other charges: We periodically record charges for the reduction of our workforce, the closure of manufacturing facilities
and other actions related to business improvement and productivity initiatives. These events require estimates of liabilities for employee
separation payments and related benefits, demolition, facility closures and other costs, which could differ from actual costs incurred.

Pension and postretirement benefits: Assumptions used in the determination of net pension cost and postretirement benefit expense,
including the discount rate, the expected return on plan assets, and increases in future compensation and medical costs, are evaluated by the
company, reviewed with the plan actuaries annually and updated as appropriate. Actual asset returns and compensation and medical costs,
which are more favorable than assumptions, can have the effect of lowering expense and cash contributions, and, conversely, actual results,
which are less favorable than assumptions, could increase expense and cash contributions. In accordance with generally accepted accounting
principles, actual results that differ from assumptions are accumulated and amortized over future periods and, therefore, affect expense in such
future periods.

In 2008, the company recorded pre-tax pension income from continuing operations of $93 million, compared to $58 million in 2007 and $54
million in 2006. The company currently estimates overall pre-tax pension income, before curtailments, in 2009 will decrease by approximately
$20 million, primarily reflecting a change in the investment return assumption. The estimate assumes a long-term rate of return on plan assets
of 8.0%, and a discount rate of 6.25%. The company determined the discount rate by referencing the Citigroup Pension Discount Curve. The
company believes that using a yield curve approach more accurately reflects changes in the present value of liabilities over time since each
cash flow is discounted at the rate at which it could effectively be settled. Previously, the company referenced indices for long-term, high
quality bonds, ensuring that the durations of those indices were not materially different from the durations of the plans’ liabilities, or if
different, that adjusting the discount rate would not have produced results that were materially different from using a common discount rate
for all of its plans.

If the expected rate of return on plan assets were to change by 0.5%, annual pension income in 2009 would change by approximately $16
million. Similarly, if the discount rate were to change by 0.5%, annual pension income would change by approximately $0.3 million.

At December 31, 2008, the aggregate value of pension fund assets had decreased to $3.1 billion from $3.5 billion at December 31, 2007,
reflecting overall unfavorable equity and fixed income market performance during 2008. For further details regarding pension fund assets, see
Note K of Notes to Financial Statements included in Part II, Item 8.

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Prior service cost and actuarial gains and losses in the retirement and postretirement benefit plans subject to amortization are amortized over
the average remaining service periods, which are about 10 years and 5 years, respectively, and are a component of accumulated other
comprehensive income. In 2004, the company modified certain postretirement healthcare benefits to be provided to future retirees. This change
reduced the postretirement benefit obligation by approximately $68 million, and is being amortized over the remaining life of the eligible
employees, which is approximately 24 years.

Long-lived assets useful lives: Useful lives of tangible and intangible assets are based on management’s estimates of the periods over which
the assets will be productively utilized in the revenue-generation process or for other useful purposes. Factors that affect the determination of
lives include prior experience with similar assets, product life expectations and industry practices. The determination of useful lives dictates
the period over which tangible and intangible long-lived assets are depreciated or amortized, typically using the straight-line method.

Impairment of long-lived assets: We review long-lived assets for impairment in accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-lived Assets. The statement requires that long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If such circumstances are determined to exist, an estimate
of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to carrying value to
determine whether impairment exists. For an asset that is determined to be impaired, the loss is measured based on quoted market prices in
active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques,
including a discounted value of estimated future cash flows. Considerable judgment must be exercised as to determining future cash flows and
their timing and, possibly, choosing business value comparables or selecting discount rates to use in any value computations.

Intangible assets: Business acquisitions often result in recording intangible assets. Intangible assets are recognized at the time of an
acquisition, based upon their fair value. Similar to long-lived tangible assets, intangible assets with finite lives are subject to periodic
impairment reviews whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. As
with tangible assets, considerable judgment must be exercised. Periodic impairment reviews of intangible assets assigned an indefinite life are
required, at least annually, as well as when events or circumstances change.

As with our review of impairment of tangible assets and goodwill, we employ significant assumptions in assessing our indefinite-lived
intangible assets for impairment (primarily Calmar trademarks and trade names). An income approach (the relief from royalty method) is used to
determine the fair values of our indefinite-lived intangible assets. Although our estimate of fair values of the company’s indefinite-lived
intangible assets under the income approach exceed the respective carrying values, different assumptions regarding projected performance
and other factors could result in significant non-cash impairment charges in the future. Based on our annual review of our indefinite-lived
intangible assets in the fourth quarter of 2008, there was no indication of impairment.

Goodwill: Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets
acquired and liabilities assumed in a business combination. As with tangible and other intangible assets, periodic impairment reviews are
required, at least annually, as well as when events or circumstances change. We review the recorded value of our goodwill annually in the
fourth quarter or sooner, if events or changes in circumstances indicate that the carrying amount may exceed fair value. As with our review of
impairment of tangible and intangible assets, we employ significant assumptions in assessing goodwill for impairment. An income approach is
generally used to determine the fair values of our reporting units.

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In applying the income approach in assessing goodwill for impairment, changes in assumptions could materially affect the determination of fair
value for a reporting unit. Although our fair value estimates of the company’s reporting units under the income approach exceed the
respective carrying values, different assumptions regarding projected performance and other factors could result in significant non-cash
impairment charges in the future, particularly for the reporting units included in the Consumer Solutions segment. The following assumptions
are key to our income approach:
• Business projections – Projections are based on three-year forecasts that are developed internally by management for use in managing
the business that are updated quarterly and reviewed by the company’s Board of Directors. These projections include significant
assumptions such as estimates of future revenues, profits, working capital requirements, operating plans, costs of planned
restructuring actions and capital expenditures. Assumptions surrounding macro-economic data and estimates include industry
projections, inflation, foreign currency exchange rates and costs of energy, raw materials and freight.
• Growth rates – A growth rate is used to calculate the terminal value of a reporting unit. The growth rate is the expected rate at which a
reporting unit’s earnings stream is projected to grow beyond the three-year forecast period.
• Discount rates – Future cash flows are discounted at a rate that is consistent with a weighted average cost of capital for a potential
market participant. The weighted average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt
holders of a business enterprise. The discount rates selected for the reporting units are based on existing conditions within the
respective markets and reflect appropriate adjustments for potential risk premiums in those markets as well as appropriate weighting of
the market cost of equity versus debt, which is developed with the assistance of external financial advisors.
• Tax rates – Tax rates are based on estimates of the tax rates in the respective primary markets and geographic areas in which the
reporting units operate.

Based on our annual review of the recorded value of goodwill during the fourth quarter of 2008, there was no indication of impairment. Holding
other valuation assumptions constant, it would take a downward shift in operating profits of more than approximately 20% across all periods
from projected levels before the fair values of the reporting units included in the Consumer Solutions segment would be below the respective
carrying values, thereby triggering the requirement to perform further analysis which may indicate potential goodwill impairment. At
December 31, 2008, goodwill allocated to the reporting units included in the Consumer Solutions segment was $556 million.

During the latter part of the fourth quarter of 2008 and continuing into 2009, the market price of our common stock has been subject to
substantial volatility. While we considered the company’s recent market capitalization decline below its book value, we determined it was not a
triggering event at year end and therefore no interim goodwill impairment test was performed. The continuation of our stock price trading
below book value per share, adverse changes in expected operating results of our reporting units, or significant unfavorable changes in other
economic factors may require us to reassess goodwill for potential impairment prior to the annual evaluation in the fourth quarter of 2009.
Although a potential non-cash impairment charge could have a material adverse affect on the company’s consolidated statement of operations
and balance sheet, it would not have an adverse affect on our overall compliance with the covenants of our bond indentures and debt
agreements.

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Revenue recognition: We recognize revenue at the point when title and the risk of ownership passes to the customer. Substantially all of our
revenues are generated through product sales, and shipping terms generally indicate when title and the risk of ownership have passed.
Revenue is recognized at shipment for sales when shipping terms are FOB (free on board) shipping point unless risk of loss is maintained
under freight terms. For sales where shipping terms are FOB destination, revenue is recognized when the goods are received by the customer.
We provide for all allowances for estimated returns and other customer credits such as discounts and volume rebates, when the revenue is
recognized, based on historical experience, current trends and any notification of pending returns. The customer allowances are, in many
instances, subjective and are determined with significant management judgment and are reviewed regularly to determine the adequacy of the
amounts. Changes in economic conditions, markets and customer relationships may require adjustments to these allowances from period to
period. Also included in net sales is service revenue which is recognized as the service is performed. Revenue is recognized for leased
equipment to customers on a straight-line basis over the estimated term of the lease and is included in net sales of the company. In 2008, sales
of landholdings are included in net sales in the consolidated statements of operations to reflect the strategic view and structure of the
operations of the Community Development and Land Management segment established in 2008. For periods prior to 2008, gains from sales of
landholdings are included in other income, net in the consolidated statements of operations.

Income taxes: Income taxes are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes, which recognizes deferred tax
assets and liabilities based on the estimated future tax effects of differences between the financial statement and tax basis of assets and
liabilities given the enacted tax laws.

We evaluate the need for a deferred tax asset valuation allowance by assessing whether it is more likely than not that the company will realize
its deferred tax assets in the future. The assessment of whether or not a valuation allowance is required often requires significant judgment,
including the forecast of future taxable income and the valuation of tax planning initiatives. Adjustments to the deferred tax valuation
allowance are made to earnings in the period when such assessment is made.

The company has tax jurisdictions located in many areas of the world and is subject to audit in these jurisdictions. Tax audits by their nature
are often complex and can require several years to resolve. In the preparation of the company’s financial statements, management exercises
judgments in estimating the potential exposure to unresolved tax matters and applies the guidance pursuant to FIN 48 which employs a more
likely than not criteria approach for recording tax benefits related to uncertain tax positions. While actual results could vary, in management’s
judgment, the company has adequate tax accruals with respect to the ultimate outcome of such unresolved tax matters.

Each quarter, management must estimate our effective tax rate for the full year. This estimate includes assumptions about the level of income
that will be achieved for the full year in both our domestic and international operations. The forecast of full-year earnings includes
assumptions about markets in each of our businesses as well as the timing of certain transactions, including forestland sales gains and
restructuring charges. Should business performance or the timing of certain transactions change during the year, the level of income achieved
may not meet the level of income estimated earlier in the year at interim periods. This change in the income levels and mix of earnings can result
in significant adjustments to the tax provision in the quarter in which the estimate is refined.

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NEW ACCOUNTING STANDARDS


In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for
uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The cumulative effect of
applying FIN 48 was recorded as an adjustment to retained earnings as of the beginning of the period of adoption. See Note N of Notes to
Financial Statements included in Part II, Item 8 for discussion of the effects of this accounting change.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. This Statement does not require any new fair value
measurements, but applies to existing accounting pronouncements that require or permit fair value measurement as the relevant measurement
attribute. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years and is to be applied prospectively as of the beginning of the year in which it is initially applied. As permitted by
FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, the company deferred the adoption of SFAS No. 157 for all non-
financial assets and non-financial liabilities until January 1, 2009, except those that are recognized or disclosed at fair value in the consolidated
financial statements on a recurring basis (at least annually), for which the date of adoption was January 1, 2008. The partial adoption of SFAS
No. 157 did not have a material effect on the company’s 2008 consolidated financial statements and the full adoption of SFAS No. 157 is not
expected to have a material effect on the company’s consolidated financial statements.

The following information is presented for financial assets and financial liabilities which are recorded in the consolidated balance sheet at fair
value as of December 31, 2008. The measurements of fair value are made on a recurring basis.

In millions De ce m be r 31, 2008 Le ve l 1 (1) Le ve l 2 (2) Le ve l 3 (3)


Derivatives-liabilities $ (21) $ — $ (21) $ —
Cash equivalents 381 381 — —
Total $ 360 $ 381 $ (21) $ —
(1)
Quoted prices in active markets for identical assets.
(2)
Quoted prices for similar assets and liabilities in active markets.
(3)
Significant unobservable inputs.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – An
Amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan in its balance sheet and to recognize the changes in the plan’s funded status in
comprehensive income in the year in which the change occurs. These provisions of the Statement are effective as of the end of the first fiscal
year ending after December 15, 2006. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its fiscal
year end, which is the Company’s measurement date. Pursuant to the Statement’s adoption, the net after-tax charge to accumulated other
comprehensive loss in the fourth quarter of 2006 was $57 million. This adjustment principally represents the recognition of previously
unrecognized prior service costs and net actuarial losses and the impact of recording additional minimum liabilities for certain under-funded
plans. This Statement will not affect the company’s funding obligations under the Employee Retirement Income Security Act of 1974 (ERISA)
and we do not currently anticipate any required company contributions to the U.S. qualified retirement plans in the foreseeable future.

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In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an
Amendment of FASB Statement No. 115 (“SFAS No. 159”) . This Statement permits an entity to measure certain financial assets and financial
liabilities at fair value, which would result in the reporting of unrealized gains and losses in earnings at each subsequent reporting date. The
fair value option may be elected on an instrument-by-instrument basis, with few exceptions, as long as it is applied to the instrument in its
entirety. The Statement establishes presentation and disclosure requirements to help financial statement users understand the effect of an
entity’s election on its earnings, but does not eliminate the disclosure requirements of other accounting standards. This Statement will be
effective as of the beginning of the first fiscal year that begins after November 15, 2007, and is to be applied prospectively as of the beginning
of the year in which it is initially applied. The company did not exercise the fair value option available under SFAS 159, and therefore the
adoption of SFAS 159 did not have an effect on the company’s consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). This Statement replaces SFAS
No. 141, Business Combinations, and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising
from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS No. 141(R) also requires the acquirer in a
business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well
as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS
No. 141(R)). In addition, SFAS No. 141(R)’s requirement to measure the noncontrolling interest in the acquiree at fair value will result in
recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The adoption of SFAS No. 141(R) is not expected to have a material effect on the company’s
consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. SFAS No. 160 amends
Accounting Research Bulletin 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 also
changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include
the amounts attributable to both the parent and the noncontrolling interest, and requires disclosure on the face of the consolidated statements
of operations of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is
effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of SFAS
No. 160 is not expected to have a material effect on the company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB
Statement No. 133. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required
to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The adoption of SFAS No. 161 is not expected to have a material effect on
the company’s consolidated financial statements.

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In December 2008, the FASB issued Staff Position No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets,(“FSP
No. FAS 132(R)-1”) which provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other
postretirement plan. FSP No. 132(R)-1 requires disclosures that provide users of financial statements with an understanding of how investment
allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies, the major
categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value
measurements using significant unobservable inputs on changes in plan assets for the period, and significant concentrations of risk within
plan assets. FSP No. 132(R)-1 is effective for years ending after December 15, 2009 and adoption is not expected to have a material effect on the
company’s consolidated financial statements.

There were no other accounting standards issued in 2008 that had or are expected to have a material impact on the company’s financial
position or results of operations.

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Forward-looking Statements
Certain statements in this document and elsewhere by management of the company that are neither reported financial results nor other
historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such
information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results,
strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual
results of company operations, or the performance or achievements of each company, or industry results, to differ materially from those
expressed or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere
herein, risks, uncertainties, and other factors that could cause or contribute to actual results differing materially from those expressed or
implied for the forward-looking statements include, but are not limited to, events or circumstances which affect the ability of MeadWestvaco
to realize improvements in operating earnings from the company’s ongoing cost reduction initiatives; the ability of MeadWestvaco to close
announced and pending transactions, including divestitures; the reorganization of the company’s packaging business units; competitive
pricing for the company’s products; impact from inflation on raw materials, energy and other costs; fluctuations in demand and changes in
production capacities; relative growth or decline in the United States and international economies; government policies and regulations,
including, but not limited to those affecting the environment and the tobacco industry; the company’s continued ability to reach agreement
with its unionized employees on collective bargaining agreements; the company’s ability to execute its plans to divest or otherwise realize the
greater value associated with its land holdings; adverse results in current or future litigation; currency movements; volatility and further
deterioration of the capital markets; and other risk factors discussed in this Annual Report on Form 10-K and in other filings made from time to
time with the SEC. MeadWestvaco undertakes no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise. Investors are advised, however, to consult any further disclosures made on related subjects in the
company’s reports filed with the SEC.

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Item 7A. Quantitative and qualitative disclosures about market risk


Interest rates
The company has developed a targeted mix of fixed-rate and variable-rate debt as part of an overall strategy to maintain an appropriate level of
exposure to interest-rate fluctuations. To efficiently manage this mix, the company may utilize interest-rate swap agreements. Due to market
conditions in the latter part of 2008, the company took a more conservative interest rate position and terminated its interest-rate swaps on its
fixed-rate debt. As a result, at December 31, 2008 there were no outstanding interest-rate swap agreements.

Foreign currency
The company has foreign-based operations, primarily in South America, Canada, Mexico, Europe and Asia, which accounted for approximately
34% of its 2008 net sales. In addition, certain of the company’s domestic operations have sales to foreign customers. In the conduct of its
foreign operations, the company also makes intercompany sales and receives royalties and dividends denominated in many different
currencies. All of this exposes the company to the effect of changes in foreign currency exchange rates.

Flows of foreign currencies into and out of the company’s domestic operations are generally stable and regularly occurring and are recorded at
fair market value in the company’s financial statements. The company’s foreign currency management policy permits it to enter into foreign
currency hedges when these flows exceed a threshold, which is a function of these cash flows and forecasted annual operations. During 2008
and 2007, the company entered into foreign currency hedges to partially offset the foreign currency impact of these flows on operating income.
See Note G of Notes to Financial Statements included in Part II, Item 8 for related discussion.

The company also issues intercompany loans to its foreign subsidiaries in their local currencies, exposing it to the effect of changes in spot
exchange rates between loan issue and loan repayment dates. Generally, management uses foreign-exchange hedge contracts with terms of
less than one year to hedge these exposures. When applied to the company’s derivative and other foreign currency sensitive instruments at
December 31, 2008, a 10% adverse change in currency rates would have about a $25 million effect on the company’s results.

Natural gas
In order to better predict and control the future cost of natural gas consumed at the company’s mills and plants, the company engages in
financial hedging of future gas purchase prices. Gas usage is relatively predictable month-by-month. The company hedges primarily with
financial instruments that are priced based on New York Mercantile Exchange (NYMEX) natural gas futures contracts. See Note G of Notes to
Financial Statements included in Part II, Item 8 for related discussion.

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Item 8. Financial statements and supplementary data


Index

Page
Report of Independent Registered Public Accounting Firm 46
Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007 and 2006 47
Consolidated Balance Sheets at December 31, 2008 and 2007 48
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2008, 2007 and 2006 49
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006 50
Notes to Consolidated Financial Statements 51

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of MeadWestvaco Corporation


In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders’ equity,
and cash flows present fairly, in all material respects, the financial position of MeadWestvaco Corporation and its subsidiaries at December 31,
2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over
Financial Reporting under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal
control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note N to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax
positions effective January 1, 2007. As discussed in Note K to the consolidated financial statements, the Company changed the manner in
which it accounts for defined benefit pension and other postretirement plans effective December 31, 2006.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Richmond, Virginia
February 24, 2009

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FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS

Ye ars e n de d De ce m be r 31,
In millions, except per share data 2008 2007 2006
Net sales $6,637 $6,407 $6,050
Cost of sales 5,573 5,262 4,964
Selling, general and administrative expenses 809 870 894
Interest expense 210 205 195
Other income, net (34) (301) (83)

Income from continuing operations before income taxes 79 371 80


Income tax (benefit) provision (1) 105 (1)

Income from continuing operations 80 266 81


Income from discontinued operations, net of income taxes 10 19 12

Net income $ 90 $ 285 $ 93

Net income per share – basic and diluted:


Income from continuing operations $ 0.46 $ 1.45 $ 0.45
Income from discontinued operations 0.06 0.11 0.07
Net income $ 0.52 $ 1.56 $ 0.52

Shares used to compute net income per share:


Basic 172.3 182.6 180.8
Diluted 172.7 183.6 181.2

The accompanying notes are an integral part of these financial statements.

MEADWESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES

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FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS

De ce m be r 31,
In millions, except share and per share data 2008 2007
ASSETS
Cash and cash equivalents $ 549 $ 245
Accounts receivable, net 799 975
Inventories 695 745
Other current assets 118 122
Current assets of discontinued operations — 80
Current assets 2,161 2,167
Property, plant, equipment and forestlands, net 3,518 3,790
Prepaid pension asset 634 1,214
Goodwill 805 840
Other assets 1,337 1,404
Non-current assets of discontinued operations — 422
$8,455 $9,837

LIABILITIES AND SHAREHOLDERS’ EQUITY


Accounts payable $ 567 $ 622
Accrued expenses 618 720
Notes payable and current maturities of long-term debt 89 68
Current liabilities of discontinued operations — 45
Current liabilities 1,274 1,455
Long-term debt 2,309 2,375
Other long-term obligations 986 1,056
Deferred income taxes 919 1,227
Non-current liabilities of discontinued operations — 16
Commitments and Contingencies
Shareholders’ equity:
Common stock, $0.01 par
Shares authorized: 600,000,000
Shares issued and outstanding: 2008 – 170,813,516 (2007 – 173,839,186) 2 2
Additional paid-in capital 3,108 3,080
Retained earnings 207 276
Accumulated other comprehensive (loss) income (350) 350
2,967 3,708
$8,455 $9,837

The accompanying notes are an integral part of these financial statements.

MEADWESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES

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FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Accum u late d
Addition al othe r Total
O u tstan ding C om m on paid-in Re tain e d com pre h e n sive sh are h olde rs’
In millions sh are s stock C apital e arn ings (loss) in com e e qu ity
Balance at December 31, 2005 181.4 $ 2 $ 3,294 $ 243 $ (56) $ 3,483
Comprehensive income:
Net income — — — 93 — 93
Foreign currency translation — — — — 109 109
Minimum pension liability
adjustment — — — — (7) (7)
Unrealized loss on derivative
instruments, net instruments, net — — — — (5) (5)
Unrealized gain on investment in
debt security, net — — — — 9 9

Comprehensive income 199

Adoption of FASB Statement No. 158 — — — — (57) (57)


Tax benefit on nonqualified stock
options — — 2 — — 2
Cash dividends — — — (167) — (167)
Foreign operations concurrent reporting — — — (1) — (1)
Share-based employee compensation — — 21 — — 21
Share put option (1.3) — — — — —
Exercise of stock options 2.0 — 53 — — 53

Balance at December 31, 2006 182.1 2 3,370 168 (7) 3,533


Comprehensive income:
Net income — — — 285 — 285
Foreign currency translation — — — — 187 187
Adjustments related to pension
and other benefit plans — — — — 171 171
Unrealized loss on derivative
instruments, net — — — — (1) (1)
Adoption of FASB Interpretation
No. 48 — — — (8) — (8)

Comprehensive income 634

Tax benefit on nonqualified stock


options — — 8 — — 8
Cash dividends — — — (169) — (169)
Stock repurchased (13.7) — (486) — — (486)
Share-based employee compensation — — 26 — — 26
Exercise of stock options 5.4 — 162 — — 162

Balance at December 31, 2007 173.8 2 3,080 276 350 3,708


Comprehensive loss:
Net income — — — 90 — 90
Foreign currency translation — — — — (251) (251)
Adjustments related to pension
and other benefit plans — — — — (441) (441)
Unrealized loss on derivative
instruments, net — — — — (8) (8)

Comprehensive loss (610)

Cash dividends — — — (159) — (159)


Stock repurchased (3.0) — — — —
Share-based employee compensation — — 28 — — 28

Balance at December 31, 2008 170.8 $ 2 $ 3,108 $ 207 $ (350) $ 2,967


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The accompanying notes are an integral part of these financial statements.

MEADWESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES

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FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS

In millions 2008 2007 2006


Cash flows from operating activities
Net income $ 90 $ 285 $ 93
Discontinued operations (10) (19) (12)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 472 482 477
Deferred income taxes (92) (8) (52)
Gains on sales of assets (13) (270) (60)
Gain on sale of a debt security — — (21)
Pension income (93) (58) (54)
Impairment of long-lived assets 16 46 43
Changes in working capital, excluding the effects of acquisitions and dispositions 24 128 138
Other, net (30) (12) (29)
Net cash provided by operating activities of continuing operations 364 574 523
Discontinued operations 12 67 44
Net cash provided by operating activities 376 641 567
Cash flows from investing activities
Additions to property, plant and equipment (288) (329) (285)
Payments for acquired businesses, net of cash acquired (18) (52) (714)
Proceeds from sale of a debt security — — 109
Proceeds from dispositions of assets 67 182 165
Contributions to joint ventures (15) (13) —
Other (10) (15) (19)
Discontinued operations 456 (9) (17)
Net cash provided by (used in) investing activities 192 (236) (761)
Cash flows from financing activities
Proceeds from issuance of long-term debt 3 12 7
Proceeds from secured borrowing (non-recourse to MeadWestvaco) — 338 —
Notes payable and other short-term borrowings, net (11) (128) 148
Repayment of long-term debt (36) (43) 4
Stock repurchases — (486) (47)
Dividends paid (159) (169) (167)
Changes in book overdrafts (2) (21) 43
Proceeds from issuance of common stock and exercises of stock options — 162 53
Other financing activities 5 3 —
Discontinued operations — (7) (6)
Net cash (used in) provided by financing activities (200) (339) 35
Effect of exchange rate changes on cash (64) 23 18
Increase (decrease) in cash and cash equivalents 304 89 (141)
Cash and cash equivalents:
At beginning of period 245 156 297
At end of period $ 549 $ 245 $ 156

The accompanying notes are an integral part of these financial statements.

MEADWESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Summary of significant accounting policies
Basis of consolidation and preparation of financial statements: The consolidated financial statements include all majority-owned or
controlled entities of MeadWestvaco Corporation (“MeadWestvaco”, “MWV”, or the “company”), and all significant intercompany
transactions are eliminated. MWV’s business segments are (i) Packaging Resources, (ii) Consumer Solutions, (iii) Consumer & Office
Products, (iv) Specialty Chemicals, and (v) Community Development and Land Management.

Estimates and assumptions: The preparation of financial statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of some assets and liabilities and, in some instances, the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Translation of foreign currencies: The local currency is the functional currency for substantially all of the company’s significant operations
outside the U.S . The assets and liabilities of the company’s foreign subsidiaries are translated into U.S. dollars using period-end exchange
rates, and adjustments resulting from these financial statement translations are included in accumulated other comprehensive income or loss in
the consolidated balance sheets. Revenues and expenses are translated at average rates prevailing during the period.

Cash equivalents: Highly liquid securities with an original maturity of three months or less are considered to be cash equivalents.

Accounts receivable and allowance for doubtful accounts: Trade accounts receivable are recorded at the invoice amount and generally do
not bear interest. The allowance for doubtful accounts is the company’s best estimate of the amount of probable loss in the existing accounts
receivable. The company determines the allowance based on historical write-off experience by industry. Past due balances over a specified
amount are reviewed individually for collectibility. Account balances are charged off against the allowance when it is probable that the
receivable will not be recovered.

Inventories: Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out method for substantially all raw
materials, finished goods and production materials of U.S. manufacturing operations. Cost of all other inventories, including stores and
supplies inventories and inventories of non-U.S. manufacturing operations, is determined by the first-in, first-out or average cost methods.

Property, plant, equipment and forestlands: Owned assets are recorded at cost. Also included in the cost of these assets is interest on funds
borrowed during the construction period. When assets are sold, retired or disposed of, their cost and related accumulated depreciation are
removed from the accounts and any resulting gain or loss is reflected in cost of sales. Gains and losses on sales of corporate real estate are
recorded in other income, net. Costs of renewals and betterments of properties are capitalized; costs of maintenance and repairs are charged to
expense. Costs of reforestation of forestlands are capitalized. Reforestation costs include the costs of seedlings, site preparation, planting of
seedlings and early-stage fertilization.

Depreciation and depletion: The cost of plant and equipment is depreciated, utilizing the straight-line method, over the estimated useful lives
of the assets, which range from 20 to 40 years for buildings and 5 to 30 years for machinery and equipment. Timber is depleted as timber is cut
at rates determined annually based on the relationship of undepleted timber costs to the estimated volume of recoverable timber. Timber
volumes used in calculating depletion rates are based upon merchantable timber volumes at a specific point in time. The depletion rates for
company-owned land do not include an estimate of either future reforestation costs associated with a stand’s final harvest or future volume in
connection with replanting of a stand subsequent to the final harvest.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment of long-lived assets: The company periodically evaluates whether current events or circumstances indicate that the carrying value
of its long-lived assets, including intangible assets with finite lives, to be held and used may not be recoverable. If such circumstances are
determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is
compared to carrying value to determine whether impairment exists.

If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market
prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future
cash flows. The company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable value.

As required by Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, intangible assets
assigned indefinite lives are to be tested at least annually or more often if events or changes in circumstances indicate that the fair value of an
intangible asset is below its carrying value. The fair values of the company’s indefinite-lived intangible assets (primarily Calmar trademarks
and trade names) are estimated using an income approach (the relief from royalty method). Although the estimate of the fair values of the
company’s indefinite-lived intangible assets under the income approach exceed the respective carrying values, different assumptions
regarding projected performance and other factors could result in significant non-cash impairment charges in the future. Based on the
company’s annual review of the indefinite-lived intangible assets in the fourth quarter of 2008, there was no indication of impairment.

Goodwill: Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets
acquired and liabilities assumed in a business combination. In accordance with SFAS No. 142, the company reviews the recorded value of
goodwill at least annually in the fourth quarter, or sooner if events or changes in circumstances indicate that the fair value of a reporting unit is
below its carrying value. SFAS No. 142 requires that goodwill be tested for impairment using a two-step process. The first step is to identify a
potential impairment and the second step is to measure the amount of the impairment loss, if any. Goodwill is deemed to be impaired if the
carrying amount of a reporting unit’s goodwill exceeds its estimated fair value. Goodwill has been allocated to the company’s respective
reporting units based on its nature and synergies expected to be achieved. The fair value of each reporting unit is estimated primarily using an
income approach, specifically the discounted cash flow method.

In applying the income approach in assessing goodwill for impairment, changes in assumptions could materially affect the determination of fair
value for a reporting unit. Although the fair value estimates of the company’s reporting units under the income approach exceed the respective
carrying values, different assumptions regarding projected performance and other factors could result in significant non-cash impairment
charges in the future. The following assumptions are key to the company’s income approach:
• Business projections – Projections are based on three-year forecasts that are developed internally by management for use in managing
the business that are updated quarterly and reviewed by the company’s Board of Directors. These projections include significant
assumptions such as estimates of future revenues, profits, working capital requirements, operating plans, costs of planned
restructuring actions and capital expenditures. Assumptions surrounding macro-economic data and estimates include industry
projections, inflation, foreign currency exchange rates and costs of energy, raw materials and freight.
• Growth rates – A growth rate is used to calculate the terminal value of a reporting unit. The growth rate is the expected rate at which a
reporting unit’s earnings stream is projected to grow beyond the three-year forecast period.
• Discount rates – Future cash flows are discounted at a rate that is consistent with a weighted average cost of capital for a potential
market participant. The weighted average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt
holders of a business enterprise. The discount rates selected for the reporting units are based on existing conditions within the
respective markets and reflect appropriate adjustments for potential risk premiums in those markets as well as appropriate weighting of
the market cost of equity versus debt, which is developed with the assistance of external financial advisors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Tax rates – Tax rates are based on estimates of the tax rates in the respective primary markets and geographic areas in which the
reporting units operate.

Based on management’s annual evaluation of the recorded value of goodwill during the fourth quarter of 2008, there was no indication of
impairment. However, changes to any of the above assumptions could lead to impairment of goodwill in the future. See Note C and Note P for
further information.

Other assets: Capitalized software, equipment leased to customers and other amortizable and indefinite-lived intangible assets are included in
other assets. Capitalized software and other amortizable intangibles are amortized using the straight-line and cash flows methods over their
estimated useful lives of 3 to 21 years. Equipment leased to customers is amortized using the sum-of-the-years-digits method over the
estimated useful life of the machine, generally 10 years. Revenue is recognized for the leased equipment on a straight-line basis over the life of
the lease and is included in net sales. The company records software development costs in accordance with the American Institute of Certified
Public Accountants’ Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. See
Note C and Note D for further information.

Financial instruments: The company utilizes well-defined financial derivatives in the normal course of its operations as a means to manage
some of its interest rate, foreign currency and commodity risks. All derivative instruments are required to be recorded in the consolidated
balance sheets as assets or liabilities, measured at fair value. The fair value estimates are based on relevant market information, including
market rates and prices. If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged
item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash-flow hedge, the effective portion of the
change in the fair value of the derivative is recorded in accumulated other comprehensive income (loss) and is recognized in the consolidated
statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash-flow hedges are
recognized in earnings. If a derivative is not designated as a qualifying hedge, changes in the fair value are recognized in earnings. See Note G
for further information.

Environmental and legal liabilities: Environmental expenditures that increase useful lives of assets are capitalized, while other environmental
expenditures are expensed. Liabilities are recorded when remedial efforts are probable and the costs can be reasonably estimated. The
company recognizes a liability for other legal contingencies when a loss is probable and reasonably estimable. Liabilities recorded for claims
are limited to pending cases based on the company’s historical experience, consultation with outside counsel and consultation with an
actuarial specialist concerning the feasibility of reasonably estimating liabilities associated with claims that may arise in the future. The
company recognizes insurance recoveries when collection is reasonably assured. See Note O for further information.

Asset retirement obligations: The company has certain conditional and unconditional asset retirement obligations associated with owned or
leased property, plant and equipment, including surface impoundments, asbestos, and water supply wells. The company records a liability for
the fair value of an asset retirement obligation when incurred if the fair value of the liability can be reasonably estimated. Management does
not have sufficient information to estimate the fair value of certain obligations, primarily associated with surface impoundments and asbestos,
because the settlement date or range of potential settlement dates have not been specified and information is not available to apply expected
present value techniques. Subsequent to initial measurement, the company recognizes changes in the amounts of the obligations, as
necessary, resulting from the passage of time and revisions to either the timing or amount of estimated cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognition: The company recognizes revenues at the point when title and the risk of ownership passes to the customer.
Substantially all of the company’s revenues are generated through product sales and shipping terms generally indicate when title and the risk
of ownership have passed. Revenue is recognized at shipment for sales where shipping terms are FOB (free on board) shipping point unless
risk of loss is maintained under freight terms. For sales where shipping terms are FOB destination, revenue is recognized when the goods are
received by the customer. The company provides allowances for estimated returns and other customer credits such as discounts and volume
rebates, when the revenue is recognized, based on historical experience, current trends and any notification of pending returns. Also included
in net sales is service revenue which is recognized as the service is performed. Revenue is recognized for leased equipment to customers on a
straight-line basis over the estimated term of the lease and is included in net sales of the company. In 2008, sales of landholdings are included
in net sales in the consolidated statements of operations to reflect the strategic view and structure of the operations of the Community
Development and Land Management segment established in 2008. For periods prior to 2008, gains from sales of landholdings are included in
other income, net in the consolidated statements of operations.

Shipping and handling costs: Shipping and handling costs are classified as a component of cost of sales. Amounts billed to a customer in a
sales transaction related to shipping and handling are classified as revenue.

Research and development: Included in cost of sales and selling, general and administrative expense are expenditures for research and
development of $61 million, $62 million and $63 million for the years ended December 31, 2008, 2007 and 2006, respectively, which were
expensed as incurred.

Income taxes: Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of
assets and liabilities. Deferred tax assets and liabilities reflect the enacted tax rates in effect for the years the differences are expected to
reverse. The company evaluates the need for a deferred tax asset valuation allowance by assessing whether it is more likely than not that it will
realize its deferred tax assets in the future.

The company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial
statements from such a position are measured based upon the largest benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement.

The company recognizes interest and penalties related to unrecognized tax benefits in income taxes in the consolidated statements of
operations.

Share-based compensation: The company adopted SFAS No. 123R as of January 1, 2006 using the modified prospective method. The
cumulative effect of a change in accounting principle associated with the adoption of SFAS No. 123R was not material to the consolidated
financial statements. Under this Statement in the year of adoption, pre-tax compensation expense for the year ended December 31, 2006 was
$21 million. The incremental impact of adopting this Statement was a reduction to net income of $6 million, or $0.03 per share, for the year
ended December 31, 2006.

The company records compensation expense for graded and cliff vesting awards on a straight-line basis over the vesting period, which is
generally three years. The company uses the “long-haul” method to determine the pool of tax benefits or deficiencies resulting from tax
deductions related to awards of equity instruments that exceed or are less than the cumulative compensation cost for those instruments
recognized for financial reporting. Substantially all compensation expense related to share-based awards is recorded as a component of selling,
general and administrative expenses in the consolidated statements of operations. For stock-settled awards, the company issues previously
authorized new shares. See Note J for further detail on share-based compensation.

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Net income per share: Basic net income per share for all the periods presented has been calculated using the company’s weighted average
shares outstanding. In computing diluted net income per share, incremental shares issuable upon the assumed exercise of stock options and
other share-based compensation awards have been added to weighted average shares outstanding, if dilutive. For the years ended
December 31, 2008, 2007, and 2006, 9.0 million, 2.1 million and 12.4 million equity awards, respectively, were excluded from the calculation of
weighted average shares outstanding, as the exercise price per share was greater than the average market value, resulting in an anti-dilutive
effect on diluted earnings per share.

Related party transactions: The company has certain related party transactions in the ordinary course of business that are insignificant.

Discontinued operations: Certain prior period amounts have been reclassified in the consolidated financial statements to conform to the 2008
presentation of discontinued operations for the company’s North Charleston, South Carolina kraft paper mill and related assets (collectively,
the “Kraft business”), previously included in the Packaging Resources segment. On July 1, 2008, the company completed the sale of the Kraft
business for net cash proceeds of $466 million. See Note P for additional information.

New accounting standards


In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for
uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The cumulative effect of
applying FIN 48 was recorded as an adjustment to retained earnings as of the beginning of the period of adoption. See Note N of Notes to
Financial Statements included in Part II, Item 8 for discussion of the effects of this accounting change.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. This Statement does not require any new fair value
measurements, but applies to existing accounting pronouncements that require or permit fair value measurement as the relevant measurement
attribute. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years and is to be applied prospectively as of the beginning of the year in which it is initially applied. As permitted by
FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, the company deferred the adoption of SFAS No. 157 for all non-
financial assets and non-financial liabilities until January 1, 2009, except those that are recognized or disclosed at fair value in the consolidated
financial statements on a recurring basis (at least annually), for which the date of adoption was January 1, 2008. The partial adoption of SFAS
No. 157 did not have a material effect on the company’s 2008 consolidated financial statements and the full adoption of SFAS No. 157 is not
expected to have a material effect on the company’s consolidated financial statements.

The following information is presented for financial assets and financial liabilities which are recorded in the consolidated balance sheet at fair
value as of December 31, 2008. The measurements of fair value are made on a recurring basis.

In millions De ce m be r 31, 2008 Le ve l 1 (1) Le ve l 2 (2) Le ve l 3 (3)


Derivatives-liabilities $ (21) $ — $ (21) $ —
Cash equivalents 381 381 — —
Total $ 360 $ 381 $ (21) $ —
(1)
Quoted prices in active markets for identical assets.
(2)
Quoted prices for similar assets and liabilities in active markets.
(3)
Significant unobservable inputs.

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In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – An
Amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan in its balance sheet and to recognize the changes in the plan’s funded status in
comprehensive income in the year in which the change occurs. These provisions of the Statement are effective as of the end of the first fiscal
year ending after December 15, 2006. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its fiscal
year end, which is the Company’s measurement date. Pursuant to the Statement’s adoption, the net after-tax charge to accumulated other
comprehensive loss in the fourth quarter of 2006 was $57 million. This adjustment principally represents the recognition of previously
unrecognized prior service costs and net actuarial losses and the impact of recording additional minimum liabilities for certain under-funded
plans. This Statement will not affect the company’s funding obligations under the Employee Retirement Income Security Act of 1974 (ERISA)
and we do not currently anticipate any required company contributions to the U.S. qualified retirement plans in the foreseeable future.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an
Amendment of FASB Statement No. 115. This Statement permits an entity to measure certain financial assets and financial liabilities at fair
value, which would result in the reporting of unrealized gains and losses in earnings at each subsequent reporting date. The fair value option
may be elected on an instrument-by-instrument basis, with few exceptions, as long as it is applied to the instrument in its entirety. The
Statement establishes presentation and disclosure requirements to help financial statement users understand the effect of an entity’s election
on its earnings, but does not eliminate the disclosure requirements of other accounting standards. This Statement will be effective as of the
beginning of the first fiscal year that begins after November 15, 2007, and is to be applied prospectively as of the beginning of the year in
which it is initially applied. The company did not exercise the fair value option available under SFAS 159, and therefore the adoption of SFAS
159 did not have an effect on the company’s consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). This Statement replaces SFAS
No. 141, Business Combinations, and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising
from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS No. 141(R) also requires the acquirer in a
business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well
as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS
No. 141(R)). In addition, SFAS No. 141(R)’s requirement to measure the noncontrolling interest in the acquiree at fair value will result in
recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The adoption of SFAS No. 141(R) is not expected to have a material effect on the company’s
consolidated financial statements.

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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. SFAS No. 160 amends
Accounting Research Bulletin 51, Consolidated Financial Statements, to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 also
changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include
the amounts attributable to both the parent and the noncontrolling interest, and requires disclosure on the face of the consolidated statements
of operations of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is
effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of SFAS
No. 160 is not expected to have a material effect on the company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB
Statement No. 133. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required
to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The adoption of SFAS No. 161 is not expected to have a material effect on
the company’s consolidated financial statements.

In December 2008, the FASB issued Staff Position No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, (“FSP
No. FAS 132(R)-1”) which provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other
postretirement plan. FSP No. 132(R)-1 requires disclosures that provide users of financial statements with an understanding of how investment
allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies, the major
categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value
measurements using significant unobservable inputs on changes in plan assets for the period, and significant concentrations of risk within
plan assets. FSP No. 132(R)-1 is effective for years ending after December 15, 2009 and adoption is not expected to have a material effect on the
company’s consolidated financial statements.

There were no other accounting standards issued in 2008 that had or are expected to have a material impact on the company’s financial
position or results of operations.

A. Current assets
Cash equivalents of $381 million and $57 million at December 31, 2008 and 2007, respectively, are valued at cost, which approximates fair value.
Trade receivables have been reduced by an allowance for doubtful accounts of $19 million and $18 million at December 31, 2008 and 2007,
respectively. Receivables also include $60 million and $65 million from sources other than trade at December 31, 2008 and 2007, respectively.
Inventories at December 31, 2008 and 2007 are comprised of:

De ce m be r 31,
In millions 2008 2007
Raw materials $ 174 $ 179
Production materials, stores and supplies 90 97
Finished and in-process goods 431 469
$ 695 $ 745

Approximately 58% and 57% of inventories at December 31, 2008 and 2007, respectively, are valued using the last-in, first-out (“LIFO”)
method. If inventories had been valued at current cost, they would have been $841 million and $882 million at December 31, 2008 and 2007,
respectively. The effects of LIFO layer decrements were not significant to the company’s results of operations for the years ended
December 31, 2008, 2007 and 2006.

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B. Property, plant, equipment and forestlands


Depreciation and depletion expense was $381 million, $392 million and $394 million for the years ended December 31, 2008, 2007 and 2006,
respectively.

Property, plant, equipment and forestlands consisted of the following:

De ce m be r 31,
In millions 2008 2007
Land and land improvements $ 254 $ 265
Buildings 846 806
Machinery and other 5,519 5,414
6,619 6,485
Less: accumulated depreciation (3,478) (3,118)
3,141 3,367
Forestlands 245 247
Construction in progress 132 176
$ 3,518 $ 3,790

C. Goodwill and other intangible assets


At December 31, 2008, goodwill allocated to each of the company’s business segments was $68 million to Packaging Resources, $556 million to
Consumer Solutions, $172 million to Consumer & Office Products and $9 million to Specialty Chemicals. At December 31, 2007, goodwill
allocated to each of the company’s business segments was $68 million to Packaging Resources, $573 million to Consumer Solutions, $190
million to Consumer & Office Products and $9 million to Specialty Chemicals.

The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows:

In millions 2008 2007


Beginning balance $840 $851
Acquired goodwill1 — 24
Adjustments2 (35) (35)
Ending balance $805 $840
1
Represents goodwill associated with certain acquisitions included in the Consumer Solutions segment. See Note P for discussion of
acquired goodwill.
2
Represents adjustments to tax contingencies, foreign currency translation and certain purchase price allocations.

The following table summarizes intangible assets subject to amortization included in other assets:

De ce m be r 31, 2008 De ce m be r 31, 2007


Gross carryin g Accum u late d Gross carryin g Accum u late d
In millions am ou n t am ortiz ation am ou n t am ortiz ation
Trademarks and trade names $ 203 $ 80 $ 212 $ 67
Customer contracts and lists 301 64 293 62
Patents 63 37 73 38
Other – primarily licensing rights 44 31 29 19
$ 611 $ 212 $ 607 $ 186

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In connection with the company’s acquisition of Saint-Gobain Calmar in 2006, the company acquired indefinite-lived intangible assets which
had net book values of $96 million and $97 million at December 31, 2008 and 2007, respectively, with the year-over-year change reflecting the
impact of foreign currency exchange. See Note P for further discussion.

The company recorded amortization expense of $42 million, $43 million and $37 million for the years ending December 31, 2008, 2007 and 2006,
respectively, relating to intangible assets subject to amortization. Intangible assets subject to amortization are amortized over their estimated
useful lives which range from 3 to 21 years. Intangible assets that have been determined to have indefinite lives are not subject to amortization
and are reviewed at least annually for impairment.

Based on the current carrying values of intangible assets subject to amortization, estimated amortization expense for the next five years is as
follows: 2009 -$42 million, 2010 -$40 million, 2011 -$37 million, 2012 -$36 million, and 2013 -$36 million.

D. Other assets
Other assets consisted of the following:

De ce m be r 31,
In millions 2008 2007
Identifiable intangible assets $ 495 $ 518
Restricted asset 1 398 398
Cash surrender value of life insurance, net of borrowings 144 193
Capitalized software, net 66 63
Equipment leased to customers, net 81 102
Other 153 130
$1,337 $1,404
1
As part of the consideration for the sale of certain large-tract forestlands in 2007, the company received an installment note in the amount
of $398 million (the “Timber Note”). The Timber Note does not require any principal payments until its maturity in October 2027 and bears
interest at a rate approximating the London Interbank Offered Rate (“LIBOR”). In addition, the Timber Note is supported by a bank-
issued irrevocable letter of credit obtained by the buyer of the forestlands.

Using the Timber Note as collateral, the company received $338 million in proceeds under a secured financing agreement with a bank.
Under the terms of the agreement, the liability from this transaction is non-recourse to MeadWestvaco and shall be paid from the Timber
Note proceeds upon its maturity. As a result, the Timber Note is not available to satisfy the obligations of MeadWestvaco. The non-
recourse liability does not require any principal payments until its maturity in October 2027 and bears interest at a rate approximating
LIBOR. The $338 million non-recourse liability is included in other long-term obligations in the consolidated balance sheet at
December 31, 2008 and 2007.

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E. Accounts payable and accrued expenses


Accounts payable and accrued expenses consisted of the following:

De ce m be r 31,
In millions 2008 2007
Accounts payable:
Trade $ 503 $ 556
Other 64 66
$ 567 $ 622
Accrued expenses:
Taxes, other than income $ 33 $ 34
Interest 62 66
Payroll and employee benefit costs 197 253
Accrued rebates and allowances 73 106
Environmental and litigation 28 27
Income taxes payable 69 79
Freight 10 11
Restructuring charges 44 29
Other 102 115
$ 618 $ 720

F. Notes payable and long-term debt


Notes payable and current maturities of long-term debt and capital lease obligations consisted of the following:

De ce m be r 31,
In millions 2008 2007
Short-term bank loans $ 31 $ 45
Other short-term borrowings 3 2
Current maturities of long-term debt and capital lease obligations 55 21
$ 89 $ 68

MeadWestvaco has a $750 million bank credit agreement that matures on December 1, 2010. Borrowings under the agreement can be
unsecured domestic or eurodollar notes at rates approximating prime or LIBOR at the company’s option. The $750 million credit agreement
contains a financial covenant limiting the percentage of total debt (including a $338 million liability non-recourse to MeadWestvaco) to total
capitalization (including deferred taxes) to 55%, as well as certain other covenants with which the company was in compliance at December 31,
2008. The credit facility was undrawn at December 31, 2008 and 2007.

During 2008, the company entered into a one-year term $200 million secured revolving credit facility with a third-party financial institution,
which includes an option to extend the term for an additional period of up to one year if specified conditions are satisfied. Proceeds from the
revolver are available for working capital and other general corporate purposes. Borrowings under this facility are secured by a portion of the
company’s trade receivables and bear interest at LIBOR plus a margin. The secured revolving credit facility was undrawn at December 31,
2008.

During 2007, the company obtained access to certain uncommitted credit lines. Short-term borrowings under these agreements at December 31,
2008 and 2007 were $31 million and $45 million, respectively. Interest rates for these agreements ranged from 2.8% to 7.2% and 5.3% to 7.3% for
the years ended December 31, 2008 and 2007, respectively. Other short-term borrowings of $3 million and $2 million at December 31, 2008 and
2007, respectively, are related to certain foreign operations.

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The maximum amounts of combined commercial paper borrowings outstanding during the years ended December 31, 2008 and 2007 were $82
million and $279 million, respectively. The average amounts of commercial paper borrowings outstanding during the years ended December 31,
2008 and 2007 were $13 million and $118 million, respectively, with an average interest rate of 3.6 % and 5.4%, respectively. There were no
commercial paper borrowings outstanding at December 31, 2008 and 2007.

Long-term debt consisted of the following:

De ce m be r 31,
In millions 2008 2007
Debentures, rates from 6.80% to 9.75%, due 2017-2047 $1,181 $1,181
Notes, rates from 6.85% to 7.10%, due 2009-2012 697 696
Sinking fund debentures, rates from 7.50% to 7.65%, due 2010-2027 270 299
Capital lease obligations:
Industrial Development Revenue Bonds, rate 7.67%, due 2027 80 80
Industrial Development Revenue Bonds, rate 6.35%, due 2035 51 51
Industrial Development Revenue Bonds, rate 6.10%, due 2030 7 7
Pollution Control Revenue Bonds, rate 6.375%, due 2026 6 6
Other capital lease obligations 5 8
Other long-term debt 67 68
2,364 2,396
Less: amounts due within one year (55) (21)
Long-term debt $2,309 $2,375

As of December 31, 2008, outstanding debt maturing in the next five years is as follows: 2009 – $86 million, 2010 – $16 million, 2011 – $15
million, 2012 – $648 million, and 2013 – $28 million.

As of December 31, 2008, capital lease obligations maturing in the next five years are as follows: 2009 – $3 million, 2010 – $2 million, 2011 – $0
million, 2012 – $0 million, and 2013 – $0 million.

The weighted average interest rate on the company’s fixed-rate long-term debt was 7.9% for 2008 and 8.7% for 2007. The weighted average
interest rate on the company’s variable-rate long-term debt was 3.5 % for 2008 and 5.3% for 2007. The percentage of debt to total capital was
44.7 % at December 31, 2008, and 39.7 % at December 31, 2007.

At December 31, 2008, the book value of financial instruments included in long-term debt was $2.3 billion and the fair value was estimated to be
$1.8 billion. At December 31, 2007, the book value of financial instruments included in long-term debt was $2.4 billion and the fair value was
estimated to be $2.5 billion. The difference between book value and fair value is derived from the difference between the period-end market
interest rate and the stated rate for the company’s fixed-rate, long-term debt. The company has estimated the fair value of financial instruments
based upon quoted market prices for the same or similar issues or on the current interest rates available to the company for debt of similar
terms and maturities.

G. Financial instruments
The company uses various derivative financial instruments as part of an overall strategy to manage exposure to market risks associated with
interest rate, foreign currency exchange rate and natural gas price fluctuations. The company does not hold or issue derivative financial
instruments for trading purposes. The risk of loss to the company in the event of nonperformance by any counterparty under derivative
financial instrument agreements is not considered significant by management. Although the derivative financial instruments expose the
company to market risk, fluctuations in the value of the derivatives are mitigated by expected offsetting fluctuations in the matched exposures.

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Natural gas
In order to better predict and control the future cost of natural gas consumed at the company’s mills and plants, the company engages in
financial hedging of future gas purchase prices. Gas usage is relatively predictable month-by-month. The company hedges primarily with
financial instruments that are priced based on New York Mercantile Exchange (NYMEX) natural gas futures contracts. The company does not
hedge basis (the effect of varying delivery points or locations) or transportation (the cost to transport the gas from the delivery point to a
company location) under these transactions.

Unrealized gains and losses on contracts maturing in future months are recorded in accumulated other comprehensive income and are charged
or credited to earnings for the ineffective portion of the hedge. Once a contract matures, the company has a realized gain or loss on the
contract up to the quantities of natural gas in the forward swap agreements for that particular period, which are charged or credited to earnings
when the related hedged item affects earnings. The ineffective portion of these cash flow hedges, as well as realized hedge gains and losses,
are recorded within cost of sales in the consolidated statements of operations. The estimated pre-tax loss to be recognized in earnings is $16
million and $3 million in 2009 and 2010, respectively. As of December 31, 2008, the maximum remaining term of existing hedges was less than
two years. For the years ended December 31, 2008, 2007 and 2006, no amounts of gains or losses were recognized in earnings due to the
probability that forecasted transactions will not occur.

Natural gas hedging activities in accumulated other comprehensive (loss) income, net of tax:

In millions 2008 2007 2006


Balance at January 1 $ (1) $ (3) $ —
Net losses associated with current period hedging transactions (11) (1) (4)
Reclassified to earnings due to realized hedge losses 1 3 1
Balance at December 31 $(11) $ (1) $ (3)

Interest rate risk


The company has developed a targeted mix of fixed-rate and variable-rate debt as part of an overall strategy to maintain an appropriate level of
exposure to interest-rate fluctuations. To efficiently manage this mix, the company may utilize interest-rate swap agreements. During 2008, the
company terminated its interest-rate swaps on its fixed-rate debt to mitigate any counterparty credit risk and realized approximately $20 million
in net cash proceeds, which will be recognized as a reduction to interest expense over the remaining term of the respective debt instruments.
As a result, at December 31, 2008 there were no outstanding interest-rate swaps. During 2007, the company participated in interest-rate swap
agreements designated as fair-value hedges of certain fixed-rate borrowings. At December 31, 2007 the notional amount of swapped debt was
$525 million and the fair value of the swaps was $16 million. The maturity dates on these swaps match the maturity dates of the underlying
debt. For the year ended December 31, 2007, the interest-rate swaps were an effective hedge and, therefore, required no charge to earnings due
to ineffectiveness in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. For these fair value
hedges, the changes in the fair value of both the hedge instruments and the hedged items are recorded in interest expense.

Foreign currency risk


The company uses foreign currency forward contracts to manage some of the foreign currency exchange risks associated with certain short-
term foreign intercompany loans, some foreign currency sales and purchases of its international operations, and some foreign sales of its U.S.
operations. Using such forward contracts, the company receives or pays the difference between the contracted forward rate and the exchange
rate at the settlement date. These contracts are used to hedge the variability of exchange rates on the company’s cash flows. For foreign
currency forward contracts that are designated as cash flow hedges under SFAS No. 133, realized gains and losses are recorded in net sales in
the consolidated statements of operations. For foreign currency forward contracts not designated as hedging instruments under SFAS No.133,
realized gains and losses are recorded in other income, net in the consolidated statements of operations.

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The forward contracts related to certain intercompany loans are short term in duration and are not designated as hedging instruments under
SFAS No. 133. Information about these forward contracts is presented below:

De ce m be r 31,
In millions 2008 2007
Notional amount of foreign currency forward contracts $ 170 $ 115
Fair value of foreign currency forward contracts (2) (1)

Other forward contracts, which are for terms of up to one year, are designated as cash-flow hedges under SFAS No. 133. The notional amount
of those forward contracts was $78 million and $150 million at December 31, 2008 and 2007, respectively. The estimated pre-tax loss to be
recognized in earnings in 2009 is not expected to be significant. For the years ended December 31, 2008, 2007 and 2006, no amounts of gains or
losses were recognized in earnings due to the probability that forecasted transactions will not occur.

Foreign currency hedging activities in accumulated other comprehensive (loss) income, net of tax:

In millions 2008 2007 2006


Balance at January 1 $ (3) $ — $ 2
Net losses associated with current period hedging transactions: — (7) (3)
Reclassified to earnings due to realized hedge losses 3 4 1
Balance at December 31 $ — $ (3) $ —

H. Lease commitments
The company leases a variety of assets for use in its operations. Leases for administrative offices, converting plants and storage facilities
generally contain options, which allow the company to extend lease terms for periods up to 25 years or to purchase the properties. Certain
leases provide for escalation of the lease payments as maintenance costs and taxes increase. Minimum rental payments pursuant to
agreements as of December 31, 2008 under operating leases that have non-cancelable lease terms in excess of 12 months and under capital
leases are as follows:

In millions O pe ratin g le ase s C apital le ase s


2009 $ 58 $ 13
2010 66 12
2011 48 11
2012 39 10
2013 30 10
Later years 221 308
Minimum lease payments $ 462 364
Less: amount representing interest 215
Capital lease obligations $ 149

Rental expense under operating leases was $88 million, $82 million and $77 million for the years ended December 31, 2008, 2007 and 2006,
respectively.

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I. Shareholders’ equity
The value included in common stock at December 31, 2008 and 2007 reflects the outstanding shares of common stock at $0.01 par value per
share.

On November 20, 2007, the company entered into an accelerated share repurchase agreement with a financial institution counterparty (the
“Counterparty”) to purchase $400 million of MeadWestvaco’s common stock. This program was funded by proceeds from sales of forestlands
that closed in 2007. On November 21, 2007 and December 14, 2007, the Counterparty delivered 10 million shares and 1.1 million shares,
respectively. Upon the conclusion of the program on June 19, 2008, the company received and retired another 2,933,369 shares resulting in a
total number of shares of 14,029,157 received and retired at a volume weighted average price of $28.51 per share. The purchased shares
through December 31, 2007 were retired and recorded as a $400 million reduction to additional paid-in capital in the consolidated balance sheet
pursuant to regulations of the State of Delaware, the state of incorporation of MeadWestvaco, and the approval by the company’s Board of
Directors.

In October of 2005, the company’s Board of Directors authorized the future purchase of up to 5 million shares of MeadWestvaco’s common
stock, primarily to avoid dilution of earnings per share relating to the exercise of employee stock options. The number of shares available for
purchase under this program at December 31, 2008 was 2.1 million.

The cumulative components at year end of accumulated other comprehensive (loss) income for 2008 and 2007 are as follows:

De ce m be r 31,
In millions 2008 2007
Foreign currency translation $ 6 $ 257
Adjustments related to pension and other benefit plans (344) 97
Unrealized loss on derivative instruments (12) (4)
$ (350) $ 350

At December 31, 2008, there were authorized and available for issue 30 million shares of preferred stock, par value $0.01 per share, of which six
million shares were designated as Series A Junior Participating Preferred Stock and reserved for issuance upon exercise of the rights.

Dividends declared were $0.92 per share in each of the years ended December 31, 2008, 2007 and 2006. Dividends paid were $159 million, $169
million and $167 million for the years ended December 31, 2008, 2007 and 2006, respectively.

The company had an original obligation to the former owner of a subsidiary to buy back 1.6 million shares (share put) of MeadWestvaco stock
issued as part of the purchase price at a fixed rate; the value of this share repurchase approximated $58 million. During 2005, the company
purchased and retired 0.3 million of these shares for $11 million. In 2006, the company repurchased and retired the remaining 1.3 million shares
for $47 million.

J. Share-based compensation
The company adopted SFAS No. 123R as of January 1, 2006 using the modified prospective method. The cumulative effect of a change in
accounting principle associated with the adoption of SFAS No. 123R was not material to the consolidated financial statements. Under this
Statement in the year of adoption, pre-tax compensation expense for the year ended December 31, 2006 was $21 million. The incremental impact
of adopting this Statement was a reduction to net income of $6 million, or $0.03 per share, for the year ended December 31, 2006.

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Officers and key employees have been granted share-based awards under various stock-based compensation plans, all of which have been
approved by the company’s shareholders. At December 31, 2008, MeadWestvaco had five such plans under which share-based awards are
available for grant. Initially, there was an aggregate of 28 million shares reserved under the 1991 and 1996 Stock Option Plans, the 1995 Salaried
Employee Stock Incentive Plan, the 1999 Salaried Employee Stock Incentive Plan and the 2005 Performance Incentive Plan for the granting of
stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units to key employees. For all of the employee plans,
there were approximately 7 million shares available for grant at December 31, 2008. The vesting of such awards may be conditioned upon either
a specified period of time or the attainment of specific performance goals as determined by the plan. Grants of stock options and other share-
based compensation awards are approved by the Compensation and Organization Development Committee of the Board of Directors. The
exercise price of all stock options equals the market price of the company’s stock on the date of grant. Stock options and SARs are exercisable
after a period of three years and expire no later than 10 years from the date of grant. Under certain employee plans, stock options may be
granted with or without SARs or limited SARs, which are exercisable upon the occurrence of certain events related to changes in corporate
control. Granting of SARs is generally limited to employees of the company who are located in countries where the issuance of stock options
is not advantageous.

The MeadWestvaco Corporation Compensation Plan for Non-Employee Directors provides for the grant of stock awards up to 500,000 shares
to outside directors in the form of stock options or restricted stock units. Non-employee members of the Board of Directors are currently
granted restricted stock units, which vest immediately and are distributed in the form of stock shares on the date that a director ceases to be a
member of the Board of Directors. In 2008, 2007 and 2006, the total annual grants consisted of 32,153, 29,241, and 25,558 restricted stock units,
respectively, for non-employee directors. There were 264,085 shares remaining for grant under this plan at December 31, 2008.

Stock options and stock appreciation rights


The company estimates the fair value of its stock option and SAR awards granted after January 1, 2006, using a lattice-based option valuation
model. Lattice-based option valuation models utilize ranges of assumptions over the expected term of the options and SARs. Expected
volatilities are based on the historical and implied volatility of the company’s stock. The company uses historical data to estimate option and
SAR exercises and employee terminations within the valuation model. The expected term of options and SARs granted is derived from the
output of the valuation model and represents the period of time that options and SARs granted are expected to be outstanding. The company
measures compensation expense related to the SARs at the end of each period.

Changes in the fair value of options (in the event of an award modification) and SARs are reflected as an adjustment to compensation expense
in the periods in which the changes occur. The risk-free rate for the period within the contractual life of the option is based on the U.S.
Treasury yield curve in effect at the time of the grant. A summary of the assumptions is as follows:

Lattice -base d option valuation


assu m ptions 2008 2007 2006
Weighted average fair value of stock options granted during the period $ 6.67 $ 9.01 $ 7.64
Weighted average fair value of SARs granted during the period 6.46 8.07 7.06
Expected dividend yield for stock options 3.39% 2.86% 3.27%
Expected dividend yield for SARs 3.38% 2.98% 3.38%
Expected volatility 29.00% 28.00% 28.00%
Average risk-free interest rate for stock options 3.02% 4.83% 4.71%
Average risk-free interest rate for SARs 2.50% 4.72% 4.78%
Average expected term for stock options and SARs (in years) 7.4 7.4 8.0

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The following table summarizes stock option and SAR activity in the plans.

W e ighte d
W e ighte d W e ighte d ave rage
ave rage ave rage re m aining Aggre gate
e xe rcise e xe rcise con tractu al intrin sic valu e
Shares in thousands O ptions price S ARs price te rm (in m illion s)
Outstanding at January 1, 2006 15,013 $ 29.27 227 $ 28.75
Granted 1,050 28.13 309 27.46
Exercised (2,096) 26.90 (2) 25.51 $ 4.9
Cancelled (972) 30.21 (44) 29.28

Outstanding at December 31, 2006 12,995 29.49 490 29.55


Granted 1,138 32.21 84 32.11
Exercised (5,540) 29.42 (33) 27.14 21.9
Cancelled (653) 31.61 (45) 29.20

Outstanding at December 31, 2007 7,940 29.75 496 28.91 18.7


Granted 1,758 27.18 113 27.20
Exercised (8) 24.00 — — —
Cancelled (894) 30.79 (73) 28.52

Outstanding at December 31, 2008 8,796 29.16 536 28.62 5.2 years —
Exercisable at December 31, 2008 6,180 29.14 325 28.62 3.6 years —
Exercisable at December 31, 2007 5,982 29.70 214 28.88 3.5 years 15.6

At December 31, 2008, there was approximately $12 million of unrecognized pre-tax compensation cost related to nonvested stock options and
SARs, which is expected to be recognized over a weighted-average period of 1.7 years. Pre-tax compensation expense for stock options and
SARs was $5 million, $11 million and $10 million for 2008, 2007 and 2006, respectively, and the tax benefit associated with this expense was $1
million in 2008 and $4 million in both 2007 and 2006.

Total cash received from the exercise of share-based awards in 2008 was not significant.

Restricted stock and restricted stock units


A restricted stock unit is the right to receive a share of company stock. Employee restricted stock and restricted stock units vest over a three-
year period. Awards granted in 2008, 2007 and 2006 consisted of both service and performance vesting restricted stock units. Under the
employee plans, the owners of the stock are entitled to voting rights and to receive dividends, but will forfeit the accrued stock and accrued
dividends if the individual holder separates from the company during the three-year vesting period or if predetermined goals are not
accomplished relative to return on invested capital, revenue from new products, total procurement savings and reduction in selling, general
and administrative expenses. The fair value of each share of restricted stock and restricted stock unit is the closing market price of the
company’s stock on the date of grant, and the compensation expense is charged to operations over the vesting period. Performance-based
awards granted to employees in 2008, 2007 and 2006 were 616,320, 510,000 and 510,170, respectively. None of these grants were vested at
December 31, 2008.

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The following table summarizes restricted stock and restricted stock unit activity in the employee and director plans.

Ave rage grant


date fair m ark e t
Shares in thousands S h are s value
Outstanding at January 1, 2006 599 $ 29.00
Granted 851 28.03
Forfeited (77) 27.70
Released (40) 28.74

Outstanding at December 31, 2006 1,333 28.88


Granted 909 28.96
Forfeited (117) 29.77
Released (223) 27.43

Outstanding at December 31, 2007 1,902 30.41


Granted 1,021 26.84
Forfeited (183) 29.37
Released (237) 30.23

Outstanding at December 31, 2008 2,503 29.51

At December 31, 2008, there was approximately $30 million of unrecognized pre-tax compensation cost related to non-vested restricted stock
and restricted stock units, respectively, which is expected to be recognized over a weighted-average period of 1.3 years. Pre-tax compensation
expense for restricted stock and restricted stock units was $22 million, $15 million and $11 million for 2008, 2007 and 2006, respectively, and the
tax benefit associated with this expense was $7 million, $5 million and $4 million, respectively. Dividends, which are payable in stock, accrue on
the restricted stock unit grants and are subject to the same terms as the original grants.

K. Employee retirement, postretirement and postemployment benefits


Retirement plans
MeadWestvaco provides retirement benefits for substantially all U.S. and certain non-U.S. employees under several noncontributory trusteed
plans and also provides benefits to employees whose retirement benefits exceed maximum amounts permitted by current tax law under
unfunded benefit plans. Benefits are based on either a final average pay formula or a cash balance formula for the salaried plans and a unit
benefit formula for the bargained hourly plans. Contributions are made to the funded plans in accordance with ERISA requirements.

In August 2006, the President signed into law the Pension Protection Act of 2006 (“PPA”). The PPA establishes new minimum funding rules
for defined benefit pension plans beginning in 2008. The company does not anticipate any required funding to the U.S. qualified retirement
plans as a result of this legislation in the foreseeable future due to the overfunded status of the plans.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—An
Amendment of FASB Statement Nos. 87, 88, 106, and 132(R). SFAS No. 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit and postretirement plan in its balance sheet and to recognize the changes in the plan’s funded status
in comprehensive income in the year in which the change occurs. These provisions of the Statement are effective as of the end of the first
fiscal year ending after December 15, 2006. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its
fiscal year end, which is consistent with the Company’s measurement date. The impact of adopting SFAS No. 158 as of December 31, 2006 was
a net increase to accumulated other comprehensive loss in the amount of $57 million, net of tax.

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In October 2006, the Board of Directors approved the creation of a cash balance formula within the Company’s existing retirement plans for
salaried and non-bargained hourly employees. The formula provides cash balance credits at the rate of 4%-8% of eligible earnings, depending
upon age and years of service points, with interest credited annually at the 30-year Treasury rate. Effective July 1, 2006, all U.S. Calmar
employees began accruing cash balance credits under this new formula. Effective January 1, 2007, all newly hired U.S. employees began
accruing benefits under this new formula. Effective January 1, 2008, all U.S. employees age 40 and over at that time were provided the
opportunity to make a one-time choice between the existing final average pay and cash balance formulas and all U.S. employees less than age
40 at that time began accruing cash balance credits under this formula. The adoption of this change reduced retirement plan liabilities by $25
million as of December 31, 2006 and increased net periodic pension income by $1 million and $10 million in 2006 and 2007, respectively.

Net periodic pension income relating to employee retirement benefits was $91 million, $54 million and $49 million for the years ended
December 31, 2008, 2007 and 2006, respectively. As a result of restructuring activities and in accordance with the provisions of SFAS No. 88 ,
Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, a curtailment gain
of $11 million was recorded in 2008 and termination benefits of $1 million were recorded in 2006. No such items were incurred during 2007. Net
periodic pension income reflects cumulative favorable investment returns on plan assets. Prior service cost and actuarial gains and losses
subject to amortization are amortized on a straight-line basis over the average remaining service, which is about 10 years.

In July, 2008, the company completed the sale of its Kraft business. The components of net pension income, as presented in the table below
for 2008, 2007 and 2006 were not adjusted for discontinued operations resulting from the sale. Net pension income from continuing operations
was $93 million, $58 million and $54 million in 2008, 2007 and 2006, respectively.

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Service cost-benefits earned during the period $ 44 $ 53 $ 59
Interest cost on projected benefit obligation 152 147 142
Expected return on plan assets (283) (265) (262)
Amortization of prior service cost 6 6 7
Amortization of net actuarial loss 1 5 4
Pension income before settlements, curtailments and termination benefits (80) (54) (50)
Curtailments (11) — —
Termination benefits — — 1
Net periodic pension income $ (91) $ (54) $ (49)

The components of other changes in plan assets and benefit obligations recognized in other comprehensive (loss) income:

2008 2007
Net actuarial (gain) loss $687 $(260)
Amortization of net actuarial loss (1) (5)
Amortization of prior service cost (6) (6)
Curtailments 8 —
Total recognized in other comprehensive (loss) income $688 $(271)

Total recognized in net periodic pension income and other comprehensive (loss) income $597 $(325)

The estimated net actuarial loss and prior service cost for the defined benefit retirement plans that will be amortized from accumulated other
comprehensive (loss) income into net periodic benefit cost in 2009 is $2 million and $6 million, respectively.

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Postretirement benefits
MeadWestvaco provides life insurance for substantially all retirees and medical benefits to certain retirees in the form of cost subsidies until
Medicare eligibility is reached and to certain other retirees, medical benefits up to a maximum lifetime amount. The company funds certain
medical benefits on a current basis with retirees paying a portion of the costs. Certain retired employees of businesses acquired by the
company are covered under other medical plans that differ from current plans in coverage, deductibles and retiree contributions. Prior service
cost and actuarial gains and losses subject to amortization are amortized over the average remaining service, which is about 5 years. In 2004,
the company modified certain postretirement healthcare benefits to be provided to future retirees. This change reduced the postretirement
benefit obligation by about $68 million, and is being amortized over the remaining life of the eligible employees, which is approximately 24
years.

The components of net postretirement benefits cost for each of the periods presented are as follows:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Service cost-benefits earned during the period $ 3 $ 3 $ 3
Interest cost 7 7 8
Net amortization (1) (1) (1)
Net periodic postretirement benefits cost $ 9 $ 9 $ 10

The components of other changes in plan assets and benefit obligations recognized in other comprehensive (loss) income:

2008 2007
Net actuarial gain $ (3) $ —
Net amortization 1 1
Total recognized in other comprehensive (loss) income $ (2) $ 1

Total recognized in net periodic postretirement benefits cost and other comprehensive (loss) income $ 7 $ 10

The estimated net actuarial gain and prior service benefit for the postretirement plans that will be amortized from accumulated other
comprehensive income into net periodic postretirement benefit cost in 2009 is $2 million, allocated equally between components.

The following table also sets forth the funded status of the plans and amounts recognized in the consolidated balance sheets at December 31,
2008 and 2007, based on a measurement date of December 31 for each period.

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Obligations, assets and funded status

Q u alifie d U.S. Non qu alifie d U.S.


Re tire m e n t an d Non - U.S . Postre tire m e n t
Plan s Re tire m e n t Plan s Be n e fits
Ye ars e n de d Ye ars e n de d Ye ars e n de d
De ce m be r 31, De ce m be r 31, De ce m be r 31,
In millions 2008 2007 2008 2007 2008 2007
Change in benefit obligation:
Benefit obligation at beginning of period $2,324 $2,438 $ 188 $ 201 $ 124 $ 131
Service cost 40 47 4 6 3 3
Interest cost 142 136 10 11 7 7
Actuarial loss (gain) 56 (136) 6 (28) (3) (1)
Plan amendments 2 — — — — —
Foreign currency exchange rate changes — — (18) 7 — 1
Employee contributions — — — — 14 15
Termination benefit costs 9 16 — — — —
Settlements — — — (1) — —
Curtailments (2) — — — —
Benefits paid (including termination benefits) (167) (177) (10) (8) (29) (32)
Benefit obligation at end of year $2,404 $2,324 $ 180 $ 188 $ 116 $ 124

Change in plan assets:


Fair value of plan assets at beginning of period $3,538 $3,358 $ 69 $ 60 $ — $ —
Actual return on plan assets (333) 357 (6) 3 — —
Company contributions — — 12 11 15 17
Foreign currency exchange rate changes — — (16) 4 — —
Employee contributions — — — — 14 15
Settlements — — — (1) — —
Benefits paid (including termination benefits) (167) (177) (10) (8) (29) (32)
Fair value of plan assets at end of year $3,038 $3,538 $ 49 $ 69 $ — $ —

Over (under) funded status at end of year $ 634 $1,214 $ (131) $ (119) $ (116) $ (124)
Amounts recognized in the balance sheet consist of:
Noncurrent assets – prepaid pension asset $ 634 $1,214 $ — $ — $ — $ —
Current liabilities — — (6) (6) (14) (15)
Noncurrent liabilities — — (125) (113) (102) (109)
Total net pension asset (liability) $ 634 $1,214 $ (131) $ (119) $ (116) $ (124)

Amounts recognized in accumulated other comprehensive (loss) income (pre-tax)


consist of:
Net actuarial loss (gain) $ 516 $ (159) $ 34 $ 20 $ (18) $ (15)
Prior service cost (benefit) 36 38 (2) (3) (31) (32)
Total recognized in accumulated other comprehensive (loss) income $ 552 $ (121) $ 32 $ 17 $ (49) $ (47)

The accumulated benefit obligation for all defined benefit plans was $2.49 billion and $2.70 billion at December 31, 2008 and 2007, respectively.

Information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 31:

In millions 2008 2007


Projected benefit obligation $148 $165
Accumulated benefit obligation 130 156
Fair value of plan assets 16 47

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Assumptions
The weighted average assumptions used to determine the company’s benefit obligations at December 31:

2008 2007
Retirement benefits:
Discount rate 6.25% 6.22%
Rate of compensation increase 3.98% 3.97%
Postretirement benefits:
Discount rate 6.26% 6.23%
Healthcare cost increase 7.99% 8.48%
Prescription drug cost increase 9.47% 10.21%

The weighted average assumptions used to determine net periodic pension cost and net postretirement benefits cost for the years presented:

Ye ars e n de d De ce m be r 31,
2008 2007 2006
Retirement benefits:
Discount rate 6.35% 5.71% 5.48%
Rate of compensation increase 3.97% 3.97% 3.99%
Expected return on plan assets 8.47% 8.46% 8.47%
Postretirement benefits:
Discount rate 6.23% 5.74% 5.50%
Healthcare cost increase 8.48% 8.97% 10.00%
Prescription drug cost increase 10.21% 12.92% 14.00%

MeadWestvaco’s approach to developing capital market assumptions combines an analysis of historical performance, the drivers of
investment performance by asset class and current economic fundamentals. For returns, the company utilizes a building block approach
starting with an inflation expectation and adds an expected real return to arrive at a long-term nominal expected return for each asset class.
Long-term expected real returns are derived in the context of future expectations for the U.S. Treasury real yield curve. The company derives
return assumptions for all other equity and fixed income asset classes by starting with either the U.S. Equity or U.S. Fixed Income return
assumption and adding a risk premium, which reflects any additional risk inherent in the asset class.

The company determined the discount rates for 2008 and 2007 by referencing the Citigroup Pension Discount Curve. The company believes
that using a yield curve approach more accurately reflects changes in the present value of liabilities over time since each cash flow is
discounted at the rate at which it could effectively be settled. For 2006, the company referenced indices for long-term, high quality bonds,
ensuring that the durations of those indices were not materially different from the duration of the plans’ liabilities, or if different, that adjusting
the discount rate would not have produced results that were materially different from using a common discount rate for all of its plans.

The annual rate of increase in healthcare and prescription drug costs is assumed to decline ratably each year until reaching 5% in 2018 and
thereafter. The effect of a 1% increase in the assumed combined cost trend rate would increase the December 31, 2008 accumulated
postretirement benefit obligation by $4 million and the total service and interest cost for 2008 by $0.5 million. The effect of a 1% decrease in the
assumed healthcare cost trend rate would decrease the December 31, 2008 accumulated postretirement benefit obligation by $4 million and the
total service and interest cost for 2008 by $0.5 million.

The company also has defined contribution plans that cover substantially all U.S. and certain non-U.S. based employees. Expense for
company matching contributions under these plans was $28 million, $30 million and $28 million for the years ended December 31, 2008, 2007
and 2006, respectively.

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Retirement plan assets


The MeadWestvaco U.S. retirement plan asset allocation at December 31, 2008 and 2007, long-term target allocation, and expected long-term
rate of return by asset category are as follows:

W e ighte d ave rage


Targe t Pe rce n tage of plan e xpe cte d lon g-te rm
allocation asse ts at De ce m be r 31, rate of re turn
2008 2007 2008
Asset category:
Equity securities 40% 38% 45% 10.1%
Debt securities 50% 56% 51% 6.3%
Real estate and private equity 10% 6% 4% 12.5%
Total 100% 100% 100%

The MeadWestvaco Master Retirement Trust maintains a well-diversified investment program through both the long-term allocation of trust
fund assets among asset classes and the selection of investment managers whose various styles are fundamentally complementary to one
another and serve to achieve satisfactory rates of return. Active management of assets is used in asset classes and strategies where there is
the potential to add value over a benchmark. The long-term trust fund asset allocation policy emphasizes protecting the plans’ funded status.
The equity class of securities is expected to provide the long-term growth necessary to cover the growth of the plans’ obligations. The policy
may also allocate funds to other asset classes that serve to enhance long-term, risk-adjusted return expectations. Long-duration fixed income
securities and interest rate swaps are used to better match the interest rate sensitivity of plan assets and liabilities. As a result, when interest
rates fell during 2008, the value of the swap agreements increased. At December 31, 2008, the portfolio was hedged at approximately 100% of
the value of the plans’ accumulated benefit obligation. Investment risk is measured and monitored on an ongoing basis through annual
liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. A portion of the overall result will remain in
short-term fixed income investments in order to meet the ongoing operating cash requirements of the plans. The tabular percentages above
exclude the market value of the interest rate hedge used in rebalancing the asset allocation targets.

Cash flows
Contributions:
The company does not anticipate any required contributions to the U.S. qualified retirement plans in the foreseeable future as the plans are not
required to make any minimum regulatory funding contributions. However, the company expects to contribute $3 million to the funded non-
U.S. pension plans in 2009.

The company expects to pay $20 million in benefits to participants of the nonqualified and unfunded non-U.S. retirement and postretirement
plans in 2009. The table below presents estimated future benefits payments, substantially all of which are expected to be funded from plan
assets.

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Estimated future benefit payments:

Postre tire m e n t
be n e fits be fore Me dicare
Re tire m e n t Me dicare Part D Part D
In millions be n e fits su bsidy su bsidy
2009 $ 155 $ 15 $ (1)
2010 166 15 (1)
2011 165 15 (1)
2012 179 14 (1)
2013 178 13 (1)
2014 – 2018 995 54 (3)

Postemployment benefits
MeadWestvaco provides limited postemployment benefits to former or inactive employees, including short-term and long-term disability,
workers’ compensation, severance, and health and welfare benefit continuation.

L. Restructuring charges
Year ended December 31, 2008
During 2005, the company launched a cost initiative to improve the efficiency of its business model. The goal of this initiative was to reduce
the overall cost structure of the company by $175 million to $200 million, before inflation, on an annual run-rate basis. In January 2009, the
company announced a series of broad cost reduction actions including further reducing corporate and business unit overhead expense and
closing or restructuring certain manufacturing locations. Restructuring costs incurred during 2008 were pursuant to both the 2005 cost
initiative and the 2008 strategic cost management initiative.

For the year ended December 31, 2008, the company incurred pre-tax charges of $69 million in connection with employee separation costs,
asset write-downs and other restructuring actions of which $41 million, $26 million and $2 million was recorded within cost of sales, selling,
general and administrative expenses, and other income, net, respectively. In the fourth quarter of 2008, the company incurred pre-tax charges
of $51 million of which $33 million and $18 million was recorded within cost of sales, and selling, general and administrative expenses,
respectively. Although these charges related to individual segments, such amounts are included in Corporate and Other for segment reporting
purposes. The following table and discussion present additional detail of the 2008 charges:

Asse t
write -down s an d
In millions Em ploye e costs othe r costs Total
Consumer Solutions $ 30 $ 14 $ 44
Consumer & Office Products 6 2 8
Packaging Resources 2 2 4
Specialty Chemicals 1 3 4
All other 5 4 9
$ 44 $ 25 $ 69

Asse t
write -down s an d
In millions Em ploye e costs othe r costs Total
2005 cost initiative $ 19 $ 21 $ 40
2008 strategic cost management initiative 25 4 29
$ 44 $ 25 $ 69

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Consumer Solutions:
During the year ended December 31, 2008, the Consumer Solutions segment incurred charges of $44 million for employee separation costs,
asset write-downs and other restructuring actions in connection with its packaging converting operations in the U.S. and Europe. These
charges include employee separation costs of $30 million related to approximately 1,260 employees. The affected employees will separate from
the company by December 31, 2009. The remaining $14 million was related to asset write-downs and other restructuring actions.

Consumer & Office Products:


During the year ended December 31, 2008, the Consumer & Office Products segment incurred charges of $8 million for employee separation
costs, asset write-downs and other restructuring actions in connection with its operations in the U.S. These charges include employee
separation costs of $6 million related to approximately 390 employees. The affected employees will separate from the company by December 31,
2009. The remaining $2 million was related to asset write-downs and other restructuring actions.

Packaging Resources:
During the year ended December 31, 2008, the Packaging Resources segment incurred charges of $4 million for employee separation costs,
asset write-downs and other restructuring actions in connection with its manufacturing operations in the U.S. These charges include employee
separation costs of $2 million related to approximately 35 employees. The affected employees will separate from the company by December 31,
2009. The remaining $2 million was related to asset write-downs and other restructuring actions.

Specialty Chemicals:
During the year ended December 31, 2008, the Specialty Chemicals segment incurred charges of $4 million for employee separation costs, asset
write-downs and other restructuring actions in connection with its manufacturing operations in the U.S. These charges include employee
separation costs of $1 million related to approximately 20 employees. The affected employees will separate from the company by December 31,
2009. The remaining $3 million was related to asset write-downs and other restructuring actions.

All other:
During the year ended December 31, 2008, the company incurred charges of $9 million for employee separation costs, asset write-downs and
other restructuring actions. These charges include employee separation costs of $5 million related to approximately 180 employees. The
affected employees will separate from the company by December 31, 2009. The remaining $4 million was related to asset write-downs and other
restructuring actions.

Year ended December 31, 2007


For the year ended December 31, 2007, the company recorded pre-tax charges of $85 million in connection with employee separation costs,
asset write-downs and other restructuring actions, of which $57 million, $24 million and $4 million was recorded within cost of sales, selling,
general and administrative expenses, and other income, net, respectively. Of these charges, $23 million was related to the Consumer Solutions
segment, $5 million was related to the Consumer & Office Products segment, $2 million was related to the Packaging Resources segment, and
$55 million was attributed to Corporate and Other. These charges related to various restructuring actions, including asset write-downs and
employee separation costs covering approximately 240 employees. As of December 31, 2008, actions related to employee separation costs were
substantially paid. Charges attributed to Corporate and Other include $42 million in connection with asset write-downs and facility closure
costs in connection with the company’s Specialty Papers business.

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Year ended December 31, 2006


For the year ended December 31, 2006, the company recorded pre-tax charges of $133 million in connection with employee separation costs,
asset write-downs and other restructuring actions, of which $53 million, $60 million and $20 million was recorded within cost of sales, selling,
general and administrative expenses, and other income, net, respectively. Of these charges, $27 million was related to the Packaging Resources
segment, $30 million was related to the Consumer Solutions segment and $8 million was related to the Consumer & Office Products segment.
These charges related to various restructuring actions, including asset write-downs and employee separation costs covering approximately
1,340 employees. As of December 31, 2007, actions related to employee separation costs were substantially paid. In addition, $68 million was
related to Corporate and Other of which $49 million was in connection with asset write-downs and other restructuring actions associated with
ceased-use facilities and asset impairments.

Summary of restructuring accruals


The activity in the accrued restructuring balances was as follows for the year ended December 31, 2006 to the year ended December 31, 2008:

Em ploye e C osts O the r C osts Total


2005 C ost 2008 C ost 2005 C ost 2008 C ost 2005 C ost 2008 C ost
In millions Initiative Initiative Total Initiative Initiative Total Initiative Initiative Total
Balance at December 31, 2005 $ 7 $ — $ 7 $ 4 $ — $ 4 $ 11 $ — $ 11
Current charges 50 — 50 17 — 17 67 — 67
Payments (27) — (27) (6) — (6) (33) — (33)
Acquisition reserve(1) 5 — 5 — — — 5 — 5
Balance at December 31, 2006 35 — 35 15 — 15 50 — 50
Current charges 19 — 19 8 — 8 27 — 27
Payments (38) — (38) (10) — (10) (48) — (48)
Balance at December 31, 2007 16 — 16 13 — 13 29 — 29
Current charges 19 25 44 5 — 5 24 25 49
Payments (21) — (21) (13) — (13) (34) — (34)
Balance at December 31, 2008 $ 14 $ 25 $ 39 $ 5 $ — $ 5 $ 19 $ 25 $ 44
(1)
In connection with the acquisition of Calmar, the company established a reserve under purchase accounting for restructuring actions.
See Note P for further discussion.

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M. Other income, net


Components of other income, net are as follows:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Gains on sales of large-tract forestlands 1 $ — $ (250) $ —
Gains on sales of small-tract forestlands 1 — (24) (29)
Gains on sales of other assets (16) — (29)
Gain on sale of PIK note — — (21)
Interest income (39) (19) (20)
Asset impairments — 2 20
Foreign currency exchange losses (gains) 23 (12) (1)
Other, net (2) 2 (3)
$ (34) $ (301) $ (83)
1
In 2008, sales of landholdings are included in net sales in the consolidated statements of operations to reflect the strategic view and
structure of the operations of the Community Development and Land Management segment established in 2008. For periods prior to 2008,
gains from sales of landholdings are included in other income, net in the consolidated statements of operations.

N. Income taxes
Earnings from continuing operations before income taxes are comprised of the following:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
U.S. (loss) earnings $ (154) $ 201 $ (68)
Foreign earnings 233 170 148
$ 79 $ 371 $ 80

The significant components of the income tax (benefit) provision are as follows:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Current:
U.S. federal $ (3) $ 43 $ 6
State and local 1 13 16
Foreign 52 42 39
50 98 61
Deferred:
U.S. federal (44) 18 (38)
State and local — 5 (18)
Foreign (1) (6) —
(Benefit) provision for deferred income taxes (45) 17 (56)

Allocation to discontinued operations 6 10 6


Income tax (benefit) provision1 $ (1) $ 105 $ (1)
1
Related to continuing operations.

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The following table summarizes the major differences between taxes computed at the U.S. federal statutory rate and the actual income tax
(benefit) provision attributable to continuing operations:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Income tax provision computed at the U.S. federal statutory rate of 35% $ 28 $ 130 $ 29
State and local income taxes, net of federal benefit 6 5 (9)
Foreign income tax rate differential (10) (24) (12)
Valuation allowances (1) 3 6
Credits (12) (1) (3)
Settlement of tax audits and other (12) (8) (12)
Income tax (benefit) provision1 $ (1) $ 105 $ (1)
Effective tax rate1 (0.9)% 28.2% (1.9)%
1
Related to continuing operations.

The principal current and non-current deferred tax assets and liabilities were as follows:

De ce m be r 31,
In millions 2008 2007
Deferred tax assets:
Employee benefits $ 157 $ 177
Postretirement benefit accrual 39 40
Other accruals and reserves 96 95
Net operating loss and other credit carry forwards 181 195
Other 13 6
Total deferred tax assets 486 513
Valuation allowance (123) (125)
Net deferred tax assets 363 388

Deferred tax liabilities:


Depreciation and depletion (878) (928)
Nontaxable pension asset (243) (456)
Amortization of identifiable intangibles (100) (105)
Other (17) (2)
Total deferred tax liabilities (1,238) (1,491)
Net deferred liability $ (875) $(1,103)

Included in the balance sheet:


Current assets - deferred tax asset $ 44 $ 124
Noncurrent net deferred tax liability (919) (1,227)
Net deferred liability $ (875) $(1,103)

The company has a $2 million federal net operating loss carryover subject to certain limitations on utilization imposed by the Internal Revenue
Code. In addition, the company has state and foreign tax net operating loss carryforwards which are available to reduce future taxable income
in various state and foreign jurisdictions. The company’s valuation allowance against deferred tax assets primarily relates to the state and
foreign tax net operating losses for which the ultimate realization of future benefits is uncertain.

At December 31, 2008 and 2007, no deferred income taxes have been provided for the company’s share of undistributed net earnings of foreign
operations due to management’s intent to reinvest such amounts indefinitely. The determination of the amount of such unrecognized tax
liability is not practical. Those earnings, including foreign currency translation adjustments, totaled $1.51 billion and $1.35 billion for the years
ended December 31, 2008 and 2007, respectively.

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As a result of the adoption of FIN 48 on January 1, 2007, the company reduced opening retained earnings and goodwill in the amounts of $8
million and $39 million, respectively. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows for the
years ended December 31, 2008 and 2007 (in millions):

Balance at January 1, 2007 $ 186


Additions based on tax positions related to the current year 14
Additions for tax positions of prior years 32
Reductions for tax positions of prior years (15)
Reductions for tax positions due to lapse of statute (2)
Settlements (64)
Balance at December 31, 2007 151
Additions based on tax positions related to the current year 11
Additions for tax positions of prior years 21
Reductions for tax positions of prior years (24)
Reductions for tax positions due to lapse of statute (7)
Settlements (25)
Balance at December 31, 2008 $ 127

The company has operations in many areas of the world and is subject, at times, to tax audits in these jurisdictions. These tax audits by their
nature are complex and can require several years to resolve. The final resolution of any such tax audits could result in either a reduction in the
company’s accruals or an increase in its income tax provision, both of which could have an impact on the results of operations in any given
period. With a few exceptions, the company is no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax
authorities for years prior to 2004. The company regularly evaluates, assesses and adjusts these accruals in light of changing facts and
circumstances, which could cause the effective tax rate to fluctuate from period to period. Of the total $127 million liability for unrecognized tax
benefits at December 31, 2008, $76 million could impact the annual effective tax rate in future periods. The remaining balance of this liability
would be adjusted through the consolidated balance sheet without impacting the company’s annual effective tax rate.

During 2008, the company settled audits with the Internal Revenue Service for tax years 2002-2003. The Internal Revenue Service examination
for tax years 2004-2006 is open and currently is not expected to close in 2009. Management does not anticipate any potential settlement for tax
years 2004-2006 to result in a material change to the company’s financial position. In addition, the company is in advanced stages of audits in
certain foreign jurisdictions and certain domestic states. Based on the resolution of the various audits mentioned above, it is reasonably
possible that the balance of unrecognized tax benefits may change by $27 million to $41 million during 2009.

Pursuant to agreements for the purchase of certain businesses, the company is indemnified by the sellers for tax costs and contingencies
related to pre-acquisition periods for such businesses. The company estimates such pre-acquisition tax, interest and penalty costs and
contingencies to be $5 million at December 31, 2008.

The company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense in the consolidated
statements of operations, which is consistent with the recognition of these items in reporting periods prior to the adoption of FIN 48. During
the years ended December 31, 2008, 2007 and 2006, the company recognized $3 million, $16 million and $10 million, respectively, in interest
expense and penalties. The company accrued $43 million and $57 million for the payment of interest and penalties at December 31, 2008 and
2007, respectively.

Approximately $245 million of deferred income tax benefit and $94 million of deferred income tax expense was provided for in components of
other comprehensive income (loss) during the years ended December 31, 2008 and 2007, respectively.

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O. Environmental and legal matters


The company has been notified by the U.S. Environmental Protection Agency or by various state or local governments that it may be liable
under federal environmental laws or under applicable state or local laws with respect to the cleanup of hazardous substances at sites
previously operated or used by the company. The company is currently named as a potentially responsible party (“PRP”), or has received
third-party requests for contribution under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and
similar state or local laws with respect to numerous sites. There are other sites which may contain contamination or which may be potential
Superfund sites, but for which MeadWestvaco has not received any notice or claim. The potential liability for all these sites will depend upon
several factors, including the extent of contamination, the method of remediation, insurance coverage and contribution by other PRPs. The
company regularly evaluates its potential liability at these various sites. At December 31, 2008, MeadWestvaco had recorded liabilities of
approximately $19 million for estimated potential cleanup costs based upon its close monitoring of ongoing activities and its past experience
with these matters. The company believes that it is reasonably possible that costs associated with these sites may exceed amounts of recorded
liabilities by an amount that could range from an insignificant amount to as much as $10 million. This estimate is less certain than the estimate
upon which the environmental liabilities were based. After consulting with legal counsel and after considering established liabilities, it is our
judgment that the resolution of pending litigation and proceedings is not expected to have a material adverse effect on the company’s
consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a
material effect on the results of operations.

As with numerous other large industrial companies, the company has been named a defendant in asbestos-related personal injury litigation.
Typically, these suits also name many other corporate defendants. All of the claims against the company resolved to date have been
concluded before trial, either through dismissal or through settlement with payments to the plaintiff that are not material to the company. To
date, the costs resulting from the litigation, including settlement costs, have not been significant. As of December 31, 2008, there were
approximately 591 lawsuits. Management believes that the company has substantial indemnification protection and insurance coverage,
subject to applicable deductibles and policy limits, with respect to asbestos claims. The company has valid defenses to these claims and
intends to continue to defend them vigorously. Additionally, based on its historical experience in asbestos cases and an analysis of the
current cases, the company believes that it has adequate amounts accrued for potential settlements and judgments in asbestos-related
litigation. At December 31, 2008, the company had recorded litigation liabilities of approximately $21 million, a significant portion of which
relates to asbestos. Should the volume of litigation grow substantially, it is possible that the company could incur significant costs resolving
these cases. After consulting with legal counsel and after considering established liabilities, it is our judgment that the resolution of pending
litigation and proceedings is not expected to have a material adverse effect on the company’s consolidated financial condition or liquidity. In
any given period or periods, however, it is possible such proceedings or matters could have a material effect on the results of operations.

MeadWestvaco is involved in various other litigation and administrative proceedings arising in the normal course of business. Although the
ultimate outcome of such matters cannot be predicted with certainty, management does not believe that the currently expected outcome of any
matter, lawsuit or claim that is pending or threatened, or all of them combined, will have a material adverse effect on the company’s
consolidated financial condition or liquidity. In any given period or periods, however, it is possible such proceedings or matters could have a
material effect on the results of operations.

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P. Acquisitions and dispositions

2008 acquisitions
During 2008, acquisitions were made in North America and India to enhance the company’s performance chemical and consumer and office
products businesses, strengthen the company’s capabilities in the pharmaceutical and beverage packaging markets, and expand the
company’s presence in emerging markets. The aggregate purchase price of these acquisitions including direct transaction costs was $18
million. These acquisitions resulted in $16 million of identifiable intangible assets that will be amortized over a weighted-average amortization
period of 6 years with the remainder allocated to fixed assets and working capital items. For all acquisitions, the total purchase price was
allocated based on the fair values of the assets acquired and liabilities assumed, in accordance with SFAS No. 141. The purchase price
allocations associated with these acquisitions were complete at December 31, 2008. Results of operations for these acquisitions are included in
the consolidated financial statements periods subsequent to their acquisition dates and are included in the Consumer & Office Products,
Consumer Solutions, and Packaging Resources segments. These acquisitions did not have a material effect on the company’s consolidated
financial statements and as such, pro forma results for these acquisitions are not presented.

2007 acquisitions
During the third quarter of 2007, the company acquired two manufacturers of high-quality, innovative dispensing and sprayer systems to
strengthen the company’s dispensing and spraying systems business. The aggregate purchase price of these acquisitions was $52 million and
resulted in $17 million of identifiable intangible assets that will be amortized over their estimated useful lives of 3 to 16 years, and goodwill of
$24 million with the remainder allocated to fixed assets and working capital items. For both acquisitions, the total purchase price was allocated
based on the fair values of the assets acquired and liabilities assumed, in accordance with SFAS No. 141. The amount of goodwill was
determined by comparing the total cash purchase price to the total fair values of the assets acquired and liabilities assumed. Approximately $2
million of goodwill resulting from these transactions is deductible for tax purposes. The amount paid for these acquisitions that resulted in
goodwill was primarily due to these businesses providing the company with new technologies and increased access to customers in growing
and important end markets. The technologies from these acquisitions will be integrated with the company’s North American, European and
Asian production facilities to extend the company’s growth in critical markets such as personal care and home and garden. Results of
operations for these acquisitions are included in the consolidated financial statements periods subsequent to their acquisition dates and are
included in the Consumer Solutions segment. These acquisitions did not have a material effect on the company’s consolidated financial
statements and as such, pro forma results for these acquisitions are not presented.

2006 acquisitions
During the third quarter of 2006, the company acquired Saint-Gobain Calmar (“Calmar”) from Compagnie de Saint-Gobain. Calmar is a leading
global manufacturer of high-quality and innovative dispensing and spraying systems, with manufacturing facilities in North America, Europe,
Latin America and Asia.

Excluding cash acquired, the purchase price including direct transaction costs was $714 million. The results of Calmar are included in the
consolidated financial statements from the acquisition date and are included in the company’s Consumer Solutions segment. The acquisition
was recorded by allocating the total consideration to the assets acquired, including intangible assets, and liabilities assumed, based on their
estimated fair values at the acquisition date. Goodwill associated with this acquisition is not deductible for tax purposes.

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The acquisition of Calmar was the culmination of a very competitive auction process. The amount paid for the business that resulted in
goodwill was primarily due to Calmar’s status in its markets and the enviable relationships it has with its many customers throughout the
world. The acquisition of Calmar provides the company with increased access to growing and important end markets, geographies and
strategic customers, valuable product pipeline and commercial synergies. These synergies include the combined entities’ ability to provide
broader product and packaging solutions offerings. The total purchase price was allocated based on the fair values of the assets acquired and
liabilities assumed, in accordance with SFAS No. 141.

The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed
at the date of acquisition (in millions):

Accounts receivable $ 76
Inventories 57
Property, plant, equipment and land 197
Amortizable and indefinite-lived intangible assets 277
Goodwill 302
Other assets 21
Accounts payable and accrued liabilities (68)
Long-term deferred income taxes (127)
Debt and other long-term obligations (21)
$ 714

The components of the amortizable and indefinite-lived intangible assets listed in the above table as of the acquisition date were as follows (in
millions):

Am ou n t Life
Customer contracts and lists $ 168 21 years
Trademarks and tradenames 91 Indefinite
Patents 18 3-7 years
$ 277

The trademarks and tradenames were deemed to have indefinite lives and, accordingly, are not being amortized, but will be subject to periodic
impairment testing. The customer contracts and lists and the patents are being amortized on a method based upon estimated future cash flows
associated with these assets.

Dispositions
On July 1, 2008, the company completed the sale of its Kraft business for net cash proceeds of $466 million. The sale resulted in a pre-tax gain
of $13 million ($8 million after-tax) in the third quarter of 2008. For 2008, the after-tax gain on sale as well as the after-tax operating results of the
Kraft business are being reported as income from discontinued operations in the consolidated statements of operations. Prior period amounts
have been recast on a comparable basis. The results of operations and assets and liabilities of the Kraft business were previously included in
the Packaging Resources segment.

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The following table shows the major categories for discontinued operations in the consolidated statements of operations for the years ended
December 31, 2008, 2007 and 2006:

Ye ar e n de d
De ce m be r 31,
In m illions, except per share am ounts 2008 2007 2006
Net sales $ 253 $ 499 $ 480
Cost of sales 238 448 435
Selling, general and administrative expenses 6 12 11
Interest expense 7 14 16
Other expense (income), net (14) (4) —

Income before income taxes 16 29 18


Income tax provision 6 10 6

Net income $ 10 $ 19 $ 12

Net income per share $0.06 $0.11 $0.07

There were no assets and liabilities classified as discontinued operations in the consolidated balance sheet at December 31, 2008. The
following table shows the major categories of assets and liabilities that are classified as discontinued operations in the consolidated balance
sheet at December 31, 2007:

In m illions De ce m be r 31, 2007


Accounts receivable, net $ 34
Inventories 45
Other current assets 1
80
Property, plant, equipment, net 421
Other assets 1
422
Accounts payable 19
Accrued expenses 26
45
Other long-term liabilities 16

In connection with the sale of the Kraft business in 2008, the sale of certain large-tract landholdings in 2007 and the sale of the printing and
writing papers business in 2005, the company provided certain guarantees and indemnities to the respective buyers and other parties. These
obligations include both potential environmental matters as well as certain contracts with third parties. The company has evaluated these
guarantees and indemnifications in accordance with FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, which did not result in a material impact on the company’s
consolidated financial statements. The total aggregate exposure to the company for these matters could be up to about $50 million; however,
the company currently considers there to be a remote possibility of being required to make any payments related to these guarantees.

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Q. Cash flows
Changes in current assets and liabilities, net of acquisitions and dispositions, were as follows:

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Decrease (increase) in:
Receivables $ 125 $ 44 $ (2)
Inventories 2 (39) 74
Prepaid expenses (1) (2) (6)
(Decrease) increase in:
Accounts payable and accrued expenses (99) 53 68
Income taxes payable (3) 72 4
$ 24 $ 128 $ 138

Ye ars e n de d De ce m be r 31,
In millions 2008 2007 2006
Cash paid for:
Interest $ 195 $ 205 $ 193
Less capitalized interest (3) (2) (2)
Interest paid, net $ 192 $ 203 $ 191

Income taxes paid (refunded), net $ 81 $ 19 $ (4)

In connection with the sale of certain large-tract forestlands in 2007, the company received a $398 million long-term installment note which
does not require any principal payments until its maturity in May 2027. See Note B and Note D for related discussion.

R. Business segment information


MWV’s business segments are (i) Packaging Resources, (ii) Consumer Solutions, (iii) Consumer & Office Products, (iv) Specialty Chemicals,
and (v) Community Development and Land Management. During 2008, MWV established a real estate business to maximize the value of its
land holdings. As a result, the company is presenting the Community Development and Land Management business as a separate segment for
the year ended December 31, 2008, which was previously included in Corporate and Other. This change aligns segment disclosures with
management’s analysis of results of operations and the process to allocate resources adopted in the third quarter 2008. Results for 2007 and
2006 have been recast to reflect the new segment structure.
The Packaging Resources segment produces bleached paperboard, Coated Natural Kraft® paperboard (“CNK”), linerboard, and packaging for
consumer products including packaging for beverage and dairy, produce, cosmetics, tobacco, pharmaceuticals and healthcare products and
media. This segment’s paperboard products are manufactured at three mills located in the U.S. and two mills located in Brazil. Bleached
paperboard is used for packaging high-value consumer products such as pharmaceuticals, personal and beauty care, cosmetics, tobacco, food
service and aseptic cartons. CNK paperboard is used for a range of packaging applications, the largest of which for MWV is multi-pack
beverage packaging. Linerboard is used in the manufacture of corrugated boxes and other containers.

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The Consumer Solutions segment offers a full range of converting and consumer packaging solutions including printed plastic packaging and
injection-molded products used for personal and beauty care, cosmetics and pharmaceutical products; dispensing and sprayer systems for
personal and beauty care, healthcare, fragrance and home and garden markets; and packaging for media products such as DVDs, CDs, video
games and software. This segment designs and produces multi-pack cartons and packaging systems primarily for the beverage take-home
market and packaging for the tobacco market. Paperboard and plastic are converted into packaging products at plants located in North
America, South America, Asia and Europe. This segment also has pharmaceutical packaging contracts with retailers, including well-known
mass-merchants. In addition, this segment manufactures equipment that is leased or sold to its beverage and dairy customers to package their
products.
The Consumer & Office Products segment manufactures, sources, markets and distributes school and office products, time-management
products and envelopes in North America and Brazil through both retail and commercial channels. MeadWestvaco produces many of the
leading brand names in school supplies, time-management and commercial office products, including AMCAL, ® AT-A-GLANCE, ®
Cambridge, ® COLUMBIAN, ® Day Runner, ® Five Star, ® Mead ® and Trapper Keeper. ®

The Specialty Chemicals segment manufactures, markets and distributes specialty chemicals derived from sawdust and other byproducts of
the papermaking process in North America, South America and Asia. Products include activated carbon used in emission control systems for
automobiles and trucks and performance chemicals used in printing inks, asphalt paving, adhesives and lubricants for the agricultural, paper
and petroleum industries.

The Community Development and Land Management segment is responsible for maximizing the value of the company’s landholdings.
Operations of the segment include real estate development, forestry operations and leasing activities. Real estate development includes
(i) improving and selling rural tracts primarily for recreational and residential uses, (ii) entitling and improving high-value tracts through joint
ventures and other ownership arrangements, (iii) master planning select forestlands, and (iv) monetizing non-core forestlands. Forestry
operations include growing and harvesting softwood and hardwood on the company’s forestlands for external consumption and for use by
the company’s mill-based business. Leasing activities include fees from third parties undertaking mineral extraction operations, as well as fees
from recreational leases on the company’s forestlands.

Corporate and Other includes corporate support staff services and related assets and liabilities, including merger-related goodwill, and the
Specialty Papers business. The results include income and expense items not directly associated with segment operations, such as certain
legal settlements, net pension income, interest income and expense, sales of corporate real estate, restructuring charges and one-time costs
and other activities.

The segments are measured on operating profits before restructuring charges and one-time costs, interest expense and income, minority
interest income and losses and income taxes. The segments follow the same accounting principles described in the Summary of Significant
Accounting Policies. Sales between the segments are recorded primarily at market prices.

No single customer or foreign country accounted for 10% or more of consolidated trade sales or assets in the periods presented. The below
table reflects amounts on a continuing operations basis.

Ye ars e n de d
De ce m be r 31,
In millions 2008 2007 2006
Total sales outside of the U.S. $2,243 $2,131 $1,842
Export sales from the U.S. 853 790 710
Long-lived assets located outside the U.S. 1,179 1,396 1,176
Long-lived assets located in the U.S. 5,115 5,852 5,647

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Financial information by business segment follows:

De pre ciation ,
Trade Inte r-se gm e n t Total S e gm e n t de ple tion an d S e gm e n t C apital
In millions sale s sale s sale s profit (loss) am ortiz ation asse ts e xpe n ditu re s
Year ended December 31, 2008
Packaging Resources $2,285 $ 382 $2,667 $ 195 $ 186 $ 2,496 $ 100
Consumer Solutions1 2,509 2 2,511 56 186 2,529 111
Consumer & Office Products 1,063 — 1,063 96 32 635 11
Specialty Chemicals 547 — 547 48 27 391 28
Community Development and Land
Management4 128 7 135 59 10 318 5
Corporate and Other2,3 105 — 105 (375) 31 2,086 33
Total 6,637 391 7,028 79 472 8,455 288
Intersegment eliminations — (391) (391) — — — —
Consolidated totals7 $6,637 $ — $6,637 $ 79 $ 472 $ 8,455 $ 288

Year ended December 31, 2007


Packaging Resources6 $2,134 $ 370 $2,504 $ 281 $ 183 $ 2,706 $ 104
Consumer Solutions1 2,430 1 2,431 86 180 2,742 144
Consumer & Office Products 1,147 — 1,147 139 35 803 10
Specialty Chemicals 493 1 494 37 23 371 33
Community Development and Land 74 13 87 294 16 287 7
Management4,6
Corporate and Other2,3,6 129 1 130 (466) 45 2,426 31
Total 6,407 386 6,793 371 482 9,335 329
Assets of discontinued operations5 — — — — — 502 —
Intersegment eliminations — (386) (386) — — — —
Consolidated totals7 $6,407 $ — $6,407 $ 371 $ 482 $ 9,837 $ 329

Year ended December 31, 2006


Packaging Resources6 $2,067 $ 388 $2,455 $ 244 $ 183 $ 2,652 $ 109
Consumer Solutions 2,169 1 2,170 93 160 2,571 96
Consumer & Office Products 1,143 — 1,143 127 39 824 11
Specialty Chemicals 468 25 493 51 21 342 26
Community Development and Land 73 33 106 53 17 517 10
Management4,6
Corporate and Other2,3,6 130 — 130 (488) 57 1,842 33
Total 6,050 447 6,497 80 477 8,748 285
Assets of discontinued operations5 — — — — — 537 —
Intersegment eliminations — (447) (447) — — — —
Consolidated totals7 $6,050 $ — $6,050 $ 80 $ 477 $ 9,285 $ 285
1
Full-years 2008 and 2007 and the third and fourth quarters of 2006 include the results of Calmar, which was acquired on July 1, 2006.
2
Revenue included in Corporate and Other includes specialty papers sales.
3
Corporate and Other includes minority interest income and losses, restructuring charges and one-time costs, pension income, interest
expense and income, and gains and losses on certain asset sales.
4
In 2008, sales of landholdings are included in net sales in the consolidated statements of operations to reflect the strategic view and
structure of the operations of the Community Development and Land Management segment established in 2008. For periods prior to 2008,
gains from sales of landholdings are included in other income, net in the consolidated statements of operations.
5
Assets of discontinued operations represent the assets of the Kraft business, which was sold on July 1, 2008.
6
Results for 2007 and 2006 have been recast pursuant to the discontinued operations of the Kraft business and to conform to the new
segment structure adopted in 2008 reflecting the separate presentation of the Community Development and Land Management business.
7
Consolidated totals represent results from continuing operations, except as otherwise noted.

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S. Selected quarterly information (unaudited)

Ye ars e n de d De ce m be r 31,
In millions, except per share data 2008 1 2007 2
Sales:
First $ 1,518 $ 1,428
Second 1,709 1,580
Third 1,811 1,678
Fourth 1,599 1,721
Year $ 6,637 $ 6,407

Gross profit:
First $ 225 $ 228
Second 303 300
Third 321 329
Fourth 215 288
Year $ 1,064 $ 1,145

Net income (loss):


First $ (4) $ (16)
Second 56 32
Third 54 121
Fourth (16) 148
Year $ 90 $ 285

Net income (loss) per common share, basic and diluted:


First $ (0.02) $ (0.09)
Second 0.33 0.17
Third 0.31 0.66
Fourth (0.09) 0.82
1
First quarter 2008 results include after-tax restructuring charges of $5 million, or $0.03 per share, an after-tax gain of $6 million, or $0.04 per
share, related to the recognition of a curtailment gain associated with the company’s U.S. pension plan due to employee reductions from the
company’s 2005 cost initiative, and after-tax income from discontinued operations of $4 million, or $0.02 per share, related to the disposition
of the Kraft business. Second quarter 2008 results include after-tax restructuring charges of $6 million, or $0.03 per share, an after-tax gain of
$9 million, or $0.05 per share, related to the sale of corporate real estate, and an after-tax loss from discontinued operations of $2 million, or
$0.01 per share, related to the disposition of the Kraft business. Third quarter 2008 results include after-tax income from discontinued
operations of $8 million, or $0.05 per share, related to the disposition of the Kraft business. Restructuring charges were not significant to
third quarter 2008 results. Fourth quarter 2008 results include after-tax restructuring charges of $33 million, or $0.19 per share.
2
First quarter 2007 results include after-tax restructuring charges of $10 million, or $0.05 per share, after-tax one-time costs of $3 million, or
$0.02 per share, related to the company’s 2005 cost initiative, and after-tax income from discontinued operations of $7 million, or $0.04 per
share, related to the disposition of the Kraft business. Second quarter 2007 results include after-tax restructuring charges of $5 million, or
$0.03 per share, after-tax one-time costs of $5 million, or $0.03 per share, related to the company’s 2005 cost initiative, and after-tax income
from discontinued operations of $4 million, or $0.02 per share, related to the disposition of the Kraft business. Third quarter 2007 results
include an after-tax gain of $53 million, or $0.29 per share, related to a sale of non-strategic large-tract forestlands. The results for the third
quarter of 2007 also include after-tax restructuring charges of $13 million, or $0.07 per share, after-tax one-time costs of $4 million, or $0.02 per
share, related to the company’s 2005 cost initiative, and after-tax income from discontinued operations of $6 million, or $0.03 per share,
related to the disposition of the Kraft business. Fourth quarter 2007 results include an after-tax gain of $102 million, or $0.56 per share,
related to a sale of non-strategic large-tract forestlands. Fourth quarter 2007 results also include after-tax restructuring charges of $26
million, or $0.14 per share, after-tax one-time costs of $3 million, or $0.02 per share, related to the company’s 2005 cost initiative, and after-tax
income from discontinued operations of $2 million, or $0.02 per share, related to the disposition of the Kraft business.

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Item 9. Changes in and disagreements with accountants on accounting and financial disclosure
None.

Item 9A. Controls and procedures


Management’s report on internal control over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. In order to
evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the
criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). The company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934 (“Exchange Act”), is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Based on our assessment, under the criteria established in Internal Control – Integrated Framework, issued by the COSO, management has
concluded that the company maintained effective internal control over financial reporting as of December 31, 2008. In addition, the
effectiveness of the company’s internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8.

Evaluation of the company’s disclosure controls and procedures.


As of the end of the period covered by this Annual Report on Form 10-K, we evaluated the effectiveness of our “disclosure controls and
procedures” (as defined in Rule 13a-15(e) of the Exchange Act). This evaluation was conducted under the supervision and with the
participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on the evaluation of
disclosure controls and procedures, our CEO and CFO have concluded that the disclosure controls and procedures were effective, as of
December 31, 2008, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act
of 1934 have been accumulated and communicated to management, including our CEO and CFO, and other persons responsible for preparing
such reports to allow timely decisions regarding required disclosure and that it is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms.

Changes in internal control over financial reporting.


During the fiscal year ended December 31, 2008, there was no change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially effect, our internal control over financial reporting.

Item 9B. Other information


None.

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Part III

Item 10. Directors, executive officers and corporate governance


Information required by this item for MeadWestvaco’s directors will be contained in MeadWestvaco’s 2009 Proxy Statement, pursuant to
Regulation 14A, to be filed with the SEC on or before March 27, 2009, and is incorporated herein by reference. A portion of the information
required by this item for MeadWestvaco’s executive officers is also contained in Part I of this report under the caption “Executive officers of
the registrant.”

Item 11. Executive compensation


Information required by this item will be contained in MeadWestvaco’s 2009 Proxy Statement, pursuant to Regulation 14A, to be filed with the
SEC or before March 27, 2009, and is incorporated herein by reference.

Item 12. Security ownership of certain beneficial owners and management and related stockholder matters
Information required by this item will be contained in MeadWestvaco’s 2009 Proxy Statement, pursuant to Regulation 14A, to be filed with the
SEC on or before March 27, 2009, and is incorporated herein by reference.

Item 13. Certain relationships and related transactions, and director independence
Information required by this item will be contained in MeadWestvaco’s 2009 Proxy Statement, pursuant to Regulation 14A, to be filed with the
SEC on or before March 27, 2009, and is incorporated herein by reference.

Item 14. Principal accounting fees and services


Information required by this item will be contained in MeadWestvaco’s 2009 Proxy Statement, pursuant to Regulation 14A, to be filed with the
SEC on or before March 27, 2009, and is incorporated herein by reference.

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Part IV

Item 15. Exhibits, financial statement schedules


(a) Documents filed as part of this report:
1. Consolidated financial statements
The consolidated financial statements of MeadWestvaco Corporation and consolidated subsidiaries are listed in the index which is included in
Part II, Item 8.

2. Consolidated financial statement schedules


All financial statement schedules have been omitted because they are inapplicable, not required, or shown in the consolidated financial
statements and notes thereto contained herein.

3. Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Registrant, previously filed as Exhibit 99.1 to the company’s Form 8-K on
May 1, 2008, and incorporated herein by reference.
3.2 Amended and Restated By-laws of the Registrant dated October, 2008, previously filed as Exhibit 99.2 to the company’s Form 8-K on
October 23, 2008, and incorporated herein by reference.
4.1 Indenture dated as of April 2, 2002 by and among the Registrant, Westvaco Corporation, The Mead Corporation and The Bank of
New York, as Trustee, previously filed as Exhibit 4(a) to the company’s Form 8-K on April 2, 2002, and incorporated herein by
reference.
4.2 Form of Indenture, dated as of March 1, 1983, between Westvaco Corporation (SEC file number 001-03013) and The Bank of New
York (formerly Irving Trust Company), as trustee, previously filed as Exhibit 2 to Westvaco’s Registration Statement on Form 8-A on
January 24, 1984, and incorporated herein by reference.
4.3 First Supplemental Indenture by and among Westvaco Corporation, the Registrant, The Mead Corporation and The Bank of New
York dated January 31, 2002, previously filed as Exhibit 4.1 to the company’s Form 8-K on February 1, 2002, and incorporated herein
by reference.
4.4 Second Supplemental Indenture between the Registrant and The Bank of New York dated December 31, 2002, previously filed as
Exhibit 4.1 to the company’s Form 8-K on January 7, 2003, and incorporated herein by reference.
4.5 Indenture dated as of February 1, 1993 between The Mead Corporation and The First National Bank of Chicago, as Trustee,
previously filed as Exhibit 4.vv to the company’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001,
and incorporated herein by reference.
4.6 First Supplemental Indenture between The Mead Corporation, the Registrant, Westvaco Corporation and Bank One Trust Company,
NA dated January 31, 2002, previously filed as Exhibit 4.3 to the company’s Form 8-K on February 1, 2002, and incorporated herein
by reference.
4.7 Second Supplemental Indenture between MW Custom Papers, Inc. and Bank One Trust Company, NA dated December 31, 2002,
previously filed as Exhibit 4.4 to the company’s Form 8-K on January 7, 2003, and incorporated herein by reference.
4.8 Third Supplemental Indenture between the Registrant and Bank One Trust Company, NA dated December 31, 2002, previously filed
as Exhibit 4.5 to the company’s Form 8-K on January 7, 2003, and incorporated herein by reference.

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4.9 Rights Agreement dated as of January 29, 2002 between the Registrant and The Bank of New York, previously filed as Item 2 to the
company’s Form 8-A on January 29, 2002, and incorporated herein by reference.
4.10 Amendment to Rights Agreement dated as of December 21, 2007 between Registrant and the Bank of New York filed as Exhibit 4.2
to the company’s Form 8-A/A on December 26, 2007, and incorporated herein by reference.
4.11 $1 Billion Five-Year Credit Agreement, dated as of December 1, 2004, among the Registrant, The Bank of New York, as agent, and
the banks named therein, previously filed as Exhibit 10.29 to the company’s Annual Report on Form 10-K for the year ended
December 31, 2004, and incorporated herein by reference.
4.12 Amendment No. 1, dated as of December 1, 2005, to the Credit Agreement, dated as of December 1, 2004, among the Registrant, The
Bank of New York, as agent, and the banks named therein, to reduce the Credit Facility from $1 billion to $750 million and to extend
the maturity date to December 1, 2010, previously filed as Exhibit 99.1 on the company’s Form 8-K on December 19, 2005, and
incorporated herein by reference.
10.1+ The Mead Corporation 1991 Stock Option Plan, as amended through June 24, 1999, previously filed as Exhibit 10.xxvii to the
company’s Annual Report on Form 10-K for the transition period ended December 31, 2001, and incorporated herein by reference.
10.2+ The Mead Corporation (SEC file number 001-02267) 1996 Stock Option Plan, as amended through June 24, 1999 and amended
February 22, 2001, previously filed as Exhibit 10.3 to Mead’s Quarterly Report on Form 10-Q for the period ended July 4, 1999 and
Appendix 2 to Mead’s definitive proxy statement for the 2001 Annual Meeting of Shareholders, and incorporated herein by
reference.
10.3+ Amendment to The Mead Corporation 1996 Stock Option Plan, effective April 23, 2002, previously filed as Exhibit 10.3 to the
company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, and incorporated herein by reference.
10.4+ Amendment to The Mead Corporation 1996 Stock Option Plan effective January 23, 2007, as previously filed as Exhibit 10.4 to the
company’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
10.5+ 1985 Supplement to The Mead Corporation Incentive Compensation Election Plan, as amended November 17, 1987, and as further
amended October 29, 1988; as amended effective June 24, 1998; as amended effective October 26, 2001, previously filed as Exhibit
10.xxix to the company’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001, and incorporated herein
by reference.
10.6+ The Mead Corporation Supplemental Executive Retirement Plan effective January 1, 1997; as amended effective June 24, 1998; as
amended effective August 28, 2001, previously filed as Exhibit 10.xxxii to the company’s Annual Report on Form 10-K for the
Transition Period ended December 31, 2001, and incorporated herein by reference.
10.7+ Third Amendment to The Mead Corporation Supplemental Executive Retirement Plan in which executive officers participate,
previously filed as Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the period ended March 30, 2002, and
incorporated herein by reference.
10.8+ Benefit Trust Agreement dated August 27, 1996 between The Mead Corporation and Key Trust
Company of Ohio, N.A.; as amended effective June 24, 1998; as amended effective October 28, 2000; as amended effective June 28,
2001; as amended August 28, 2001, previously filed as Exhibit 10.xxxiv to the company’s Annual Report on Form 10-K for the
Transition Period ended December 31, 2001, and incorporated herein by reference.
10.9+ The Mead Corporation Restricted Stock Plan effective December 10, 1987, as amended through June 24, 1999, previously filed as
Exhibit 10.xxxv to the company’s Annual Report on Form 10-K for the Transition Period ended December 31, 2001, and incorporated
herein by reference.

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10.10+ Amendment to The Mead Corporation Restricted Stock Plan effective January 23, 2007, as previously filed as Exhibit 10.10 to the
company’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
10.11+ Ninth Amendment to The Mead Corporation Restricted Stock Plan, previously filed as Exhibit 10.5 to the company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2002, and incorporated herein by reference.
10.12+ The Mead Corporation Deferred Compensation Plan for Directors, as amended through October 29, 1988; as amended effective
June 24, 1998; as amended effective October 26, 2001, previously filed as Exhibit 10.xxxvi to the company’s Annual Report on
Form 10-K for the Transition Period ended December 31, 2001, and incorporated herein by reference.
10.13+ 1985 Supplement to The Mead Corporation Deferred Compensation Plan for Directors, as amended through October 29, 1988; as
amended effective June 24, 1998; as amended effective October 26, 2001, previously filed as Exhibit 10.xxxvii to the company’s
Annual Report on Form 10-K for the Transition Period ended December 31, 2001, and incorporated herein by reference.
10.14+ The Mead Corporation Directors Capital Accumulation Plan as Amended and Restated effective January 1, 2000; as amended
effective October 26, 2001, previously filed as Exhibit 10.xxxviii to the company’s Annual Report on Form 10-K for the Transition
Period ended December 31, 2001, and incorporated herein by reference.
10.15+ Westvaco Corporation 1995 Salaried Employee Stock Incentive Plan, effective February 28, 1995, previously filed at Exhibit 99 to
Westvaco’s Registration Statement on Form S-8 on February 28, 1995, and incorporated herein by reference.
10.16+ Amendment to Westvaco Corporation 1995 Salaried Employee Stock Incentive Plan, effective April 23, 2002, previously filed as
Exhibit 10-2 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, and incorporated herein by
reference.
10.17+ Westvaco Corporation (SEC file number 001-03013) 1999 Salaried Employee Stock Incentive Plan, effective September 17, 1999,
previously filed as Appendix A to Westvaco’s definitive proxy statement for the 1999 Annual Meeting of Shareholders, and
incorporated herein by reference.
10.18+ Amendment to Westvaco Corporation 1999 Salaried Employee Stock Incentive Plan effective as of April 23, 2002, previously filed
as Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002, and incorporated herein by
reference.
10.19+ Amendment to Westvaco Corporation 1999 Salaried Employee Stock Incentive Plan effective January 23, 2007, as previously filed
as Exhibit 10.19 to the company’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by
reference.
10.20+* MeadWestvaco Corporation Compensation Plan for Non-Employee Directors as Amended and Restated effective January 1, 2009
except as otherwise provided.
10.21+ Amendment to MeadWestvaco Corporation Compensation Plan for Non-Employee Directors effective
January 23, 2007, as previously filed as Exhibit 10.21 to the company’s Annual Report on Form 10-K for
the year ended December 31, 2007, and incorporated herein by reference.
10.22 Equity and Asset Purchase Agreement dated as of January 14, 2005 between the Registrant and Maple
Acquisition LLC, previously filed as Exhibit 99.1 on the company’s Form 8-K on January 21, 2005, for
the sale of its papers business and associated assets, and incorporated herein by reference.

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10.23+* MeadWestvaco Corporation 2005 Performance Incentive Plan effective April 22, 2005 and as amended February 26, 2007 and
January 1, 2009.
10.24+* MeadWestvaco Corporation Executive Retirement Plan, as amended and restated effective January 1, 2009 except as otherwise
provided.
10.25+* MeadWestvaco Corporation Deferred Income Plan Restatement effective January 1, 2007 except as otherwise provided.
10.26+* MeadWestvaco Corporation Retirement Restoration Plan effective January 1, 2009, except as otherwise provided.
10.27+ MeadWestvaco Corporation Compensation Program for Non-Employee Directors effective January 23, 2007, previously filed as
Exhibit 10.35 to the company’s Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by
reference.
10.28+ Form of Employment Agreement dated January 1, 2008, for Mark T. Watkins, as previously filed as Exhibit 10.33 to the company’s
Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
10.29 Form of Employment Agreement dated January 1, 2008, for John A. Luke, Jr., James A. Buzzard, E. Mark Rajkowski and Wendell
L. Willkie, II, as previously filed as Exhibit 10.32 to the company’s Annual Report on Form 10-K for the year ended December 31,
2007, and incorporated herein by reference.
10.30+* Amendments to The Mead Corporation Incentive Compensation Election Plan, The Mead Corporation Deferred Compensation
Plan for Directors, The Mead Corporation Directors Capital Accumulation Plan, Westvaco Corporation Deferred Compensation
Plan, Westvaco Corporation Savings and Investment Restoration Plan, Westvaco Corporation Deferred Compensation Plan for
Non-Employee Outside Directors, and Westvaco Corporation Retirement Plan for Outside Directors.
Westvaco Corporation Retirement Plan for Outside Directors, as previously filed as Exhibit 10.i to the company’s Annual Report
on Form 10-K for the year ended October 31, 1996, and incorporated herein by reference.
10.31+* Summary of MeadWestvaco Corporation Long-Term Incentive Plan under 2005 Performance Incentive Plan, as amended.
10.32+* Summary of MeadWestvaco Corporation Annual Incentive Plan under 2005 Performance Incentive Plan, as amended.
21.* Subsidiaries of the Registrant.
23.1* Consent of PricewaterhouseCoopers LLP.
31.1* Rule 13a-14(a) Certification by Chief Executive Officer.
31.2* Rule 13a-14(a) Certification by Chief Financial Officer.
32.1* Section 1350 Certification by Chief Executive Officer.
32.2* Section 1350 Certification by Chief Financial Officer.
* Filed herewith.
+ Management contract or compensatory plan or arrangement.

We agree to furnish copies of other instruments defining the rights of holders of long-term debt to the Commission upon its request.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

MEADWESTVACO CORPORATION
(Registrant)

February 24, 2009


/s/ E. Mark Rajkowski
Name: E. Mark Rajkowski
Title: Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

S ignature s Title Date

/s/ John A. Luke, Jr. Chairman of the Board of Directors February 24, 2009
John A. Luke, Jr. and Chief Executive Officer
(Principal Executive Officer and Director)

/s/ E. Mark Rajkowski Senior Vice President February 24, 2009


E. Mark Rajkowski (Chief Financial Officer)

/s/ John E. Banu Controller February 24, 2009


John E. Banu (Principal Accounting Officer)

/s/ Michael E. Campbell Director February 24, 2009


Michael E. Campbell

/s/ Dr. Thomas W. Cole, Jr. Director February 24, 2009


Dr. Thomas W. Cole, Jr.

/s/ James G. Kaiser Director February 24, 2009


James G. Kaiser

/s/ Richard B. Kelson Director February 24, 2009


Richard B. Kelson

/s/ James M. Kilts Director February 24, 2009


James M. Kilts

/s/ Susan J. Kropf Director February 24, 2009


Susan J. Kropf

/s/ Douglas S. Luke Director February 24, 2009


Douglas S. Luke

/s/ Robert C. McCormack Director February 24, 2009


Robert C. McCormack

/s/ Timothy H. Powers Director February 24, 2009


Timothy H. Powers

/s/ Edward M. Straw Director February 24, 2009


Edward M. Straw

/s/ Jane L. Warner Director February 24, 2009


Jane L. Warner

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EXHIBIT INDEX

10.20 MeadWestvaco Corporation Compensation Plan for Non-Employee Directors as Amended and Restated effective January 1, 2009
except as otherwise provided.
10.23 MeadWestvaco Corporation 2005 Performance Incentive Plan effective April 22, 2005 and as amended
February 26, 2007 and January 1, 2009.
10.24 MeadWestvaco Corporation Executive Retirement Plan, as amended and restated effective January 1, 2009 except as otherwise
provided.
10.25 MeadWestvaco Corporation Deferred Income Plan Restatement effective January 1, 2007 except as otherwise provided.
10.26 MeadWestvaco Corporation Retirement Restoration Plan effective January 1, 2009, except as otherwise provided.
10.30 Amendments to The Mead Corporation Incentive Compensation Election Plan, The Mead Corporation Deferred Compensation Plan
for Directors, The Mead Corporation Directors Capital Accumulation Plan, Westvaco Corporation Deferred Compensation Plan,
Westvaco Corporation Savings and Investment Restoration Plan, Westvaco Corporation Deferred Compensation Plan for Non-
Employee Outside Directors, and Westvaco Corporation Retirement Plan for Outside Directors. Westvaco Corporation Retirement
Plan for Outside Directors, as previously filed as Exhibit 10.i to the company’s Annual Report on Form 10-K for the year ended
October 31, 1996, and incorporated herein by reference.
10.31 Summary of MeadWestvaco Corporation Long-Term Incentive Plan under 2005 Performance Incentive Plan, as amended.
10.32 Summary of MeadWestvaco Corporation Annual Incentive Plan under 2005 Performance Incentive Plan, as amended.
21. Subsidiaries of the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP.
31.1 Rule 13a-14(a) Certification by Chief Executive Officer.
31.2 Rule 13a-14(a) Certification by Chief Financial Officer.
32.1 Section 1350 Certification by Chief Executive Officer.
32.2 Section 1350 Certification by Chief Financial Officer.

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Exhibit 10.20

MEADWESTVACO CORPORATION COMPENSATION PLAN


FOR NON-EMPLOYEE DIRECTORS

Amended and Restated


Effective January 1, 2009 (except as otherwise provided)

Article I
Purpose and General Provisions

Section 1.1 Purpose of Plan; Shareholder Approval; Shares Available.


(a) The purpose of the Plan is to provide members of the Board of Directors of MeadWestvaco Corporation (the “Company”) who are
not employed by the Company with an opportunity to defer cash compensation and provide long-term supplemental compensation in
the form of Stock Units and Options with respect to Common Stock.
(b) As approved by the Company’s shareholders, and subject to adjustment as provided in Section 7.2 of the Plan, the total number of
shares that may be subject to Stock Units and Options is 500,000 shares of the Common Stock. The source of shares for the Plan may be
treasury shares or newly issued shares, at the discretion of the Board. Any share which is subject to an Option which for any reason
expires or is terminated unexercised may again be subject to an Option or a Stock Unit under the Plan. Shares of Common Stock available
for the grant of Options and Stock Units under the Plan shall not be diminished by any grants of any kind under any plan created or
maintained by any company acquired by the Company or with which the Company is merged or combined.
(c) The Plan became effective January 30, 2002, subject to approval by the Company’s shareholders of Articles IV and VI of the Plan
(providing for Stock Units and Options, respectively), which occurred on April 23, 2004. The Plan is amended and restated, effective
January 1, 2009, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
described below.

Section 1.2 Section 409A Compliance.


(a) Effective January 1, 2005, certain benefits under the Plan are subject to Section 409A of the Code; with respect to such benefits, the
Plan shall comply with the requirements of, and shall be operated, administered, and interpreted in accordance with, Section 409A of the
Code.
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(b) For the period from January 1, 2005 through December 31, 2008, the Company and the Administration Committee had sole discretion
to override the terms set forth in the plan document for the Plan to the extent that either the Company or the Administration Committee
determined to be necessary to comply with a good-faith, reasonable interpretation of the requirements of Section 409A of the Code.
(c) If the Company or Administration Committee determines that any provision of the Plan is or might be inconsistent with the
restrictions imposed by Section 409A of the Code, such provision shall be deemed to be amended to the extent that the
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Company or Administration Committee determines is necessary to bring it into compliance with Section 409A of the Code. Any such
deemed amendment shall be effective as of the earliest date such amendment is necessary under Section 409A of the Code.
(d) No provision in the Plan shall be interpreted or construed to (1) create any liability for the Company or any of its employees, officers,
directors, or other service providers, related to a failure to comply with Section 409A of the Code, or (2) transfer any liability for a failure
to comply with Section 409A of the Code from a Participant or other individual to the Company or any of their employees, officers,
directors, or other service providers.

Section 1.3 Definitions. The following terms shall have the meanings set forth below for purposes of the Plan.
Account: a Deferral Account or a Stock Unit Account.
Administration Committee: a committee of management employees designated by the Chief Executive Officer of the Company from time
to time to serve as the body charged with serving as such under the Plan.
Annual Meeting Date: any date on which an annual meeting of the Company’s stockholders occurs.
Average Fair Market Value: the average of the Fair Market Values of a share of Common Stock of the Company during the period of 10
trading days ending on the designated date.
Beneficiary: in the case of any Participant who dies, the person or persons named on the most recent Beneficiary Election Form filed and
not revoked by the Participant, in each case, in accordance with procedures established by the Administration Committee or, if no such
procedures have been established or the Participant has not properly filed any Beneficiary Election Form, the Participant’s estate.
Board: the Board of Directors of the Company.
Code: the Internal Revenue Code of 1986, as amended.
Common Stock: shares of Common Stock of the Company, subject to adjustments made under Section 7.2 of the Plan or by operation of
law.
Company: MeadWestvaco Corporation, a Delaware corporation.
Compensation Committee: the Compensation Committee of the Board or any subcommittee thereof, or any other committee or
subcommittee of the Board, as determined by the Board from time to time; provided, that such committee or subcommittee shall consist
solely of two or more members of the Board who are “Non-Employee Directors” within the meaning of Rule 16b-3 promulgated under the
Exchange Act.

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Deferral Account: a bookkeeping account for a Participant representing the Eligible Compensation that the Participant has elected to
defer under Article II of the Plan, as adjusted to reflect earnings, losses, contributions and distributions in accordance with Article III
and Article V of the Plan.
Deferral Election: an election by an Eligible Director to defer Eligible Compensation pursuant to Article II of the Plan.
Deferred Compensation: an amount of Eligible Compensation that an Eligible Director elects to defer under Article II of the Plan in
accordance with the provision of the Plan.
Distribution Election: an election by a Participant of the time(s) and manner in which he or she wishes to receive distributions from his
or her Deferral Account.
Dividend Equivalent: the amount of any cash dividend or other cash distribution paid by the Company, or the Fair Market Value of any
dividend or other distribution in the form of property other than Common Stock distributed by the Company, on a number of shares of
Common Stock equal to the number of Stock Units credited, as of the applicable record date, to an Eligible Director’s Stock Unit
Account.
Effective Date: with respect to the exercise of any Option, the last business day preceding (1) in the case of delivery of a completed
exercise form, the date received by the person designated by the Administration Committee to receive such forms, or (2) in the case of
mailed forms, the postmark date for such mailing.
Election Form: a form effecting a Beneficiary Election (a “Beneficiary Election Form”), a form effecting a Deferral Election (a “Deferral
Election Form”), a form effecting a Distribution Election (a “New Distribution Election Form” or a “Change of Distribution Election
Form”), or a form effecting an Investment Election (an “Investment Election Form”), or a single form combining one or more of such
elections.
Eligible Compensation: with respect to any Eligible Director, 100% of the Eligible Director’s total cash compensation from the Company
for service on the Board and/or on any committee of the Board.
Eligible Director: any member of the Board who is not employed by the Company or any of its subsidiaries or affiliates.
Exchange Act: the Securities Exchange Act of 1934.
Fair Market Value: with respect to the Common Stock, the mean of the high and low prices at which the Common Stock is traded on the
New York Stock Exchange during normal business hours on the designated date; with respect to any other security that is traded on any
national securities exchange, or on NASDAQ, the mean of the high and low prices at which Company’s common stock is thus traded
during normal business hours on the designated date; and with respect to any other property, the fair market value thereof as reasonably
and prudently determined by the Compensation Committee.
Finance Committee: a committee of management employees designated by the Chief Executive Officer of the Company from time to time
to serve as the body charged with serving as such under the Plan.

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Investment Election: an election by an Eligible Director to have Deferred Compensation invested in an Investment Fund as defined in
Section 3.3(a) of the Plan.
Option: an option to acquire Common Stock granted pursuant to Article VI of the Plan.
Optionee: the Eligible Director to whom any Option is granted and any other person who may be entitled to exercise such Option
pursuant to the Plan.
Participant: an Eligible Director who has elected to defer Eligible Compensation under the Plan or to whose Stock Unit Account Stock
Units have been credited and who has a positive balance in his or her Account(s).
Plan: the MeadWestvaco Corporation Compensation Plan for Non-Employee Directors, as set forth herein and amended from time to
time.
Plan Year: generally, the calendar year; provided, that the first Plan Year was the period from January 30, 2002 through December 31,
2002.
Stock Unit: a unit credited to a Participant’s Stock Unit Account representing one hypothetical share of Common Stock. Fractional Stock
Units shall be permitted.
Stock Unit Account: a bookkeeping account for a Participant representing the Stock Units that have been credited to the Participant
under Article IV of the Plan.
Stock Unit Value: as defined in Section 4.1 of the Plan.
Termination Distribution: a distribution from a Participant’s Account following the Participant’s Termination of Board Membership.
Termination of Board Membership: with respect to any Participant, the date of the Participant’s separation from service (within the
meaning of Section 409A(a)(2)(A)(i) of the Code), as determined by the Company in accordance with Treas. Reg. § 1.409A-1(h)(1).

Section 1.4 Administration. Except as specifically provided in the Plan, the Administration Committee shall be responsible for administering
the Plan in all respects, including establishing rules and regulations for the operation of the Plan, preparing, distributing, collecting and
administering Election Forms, and interpreting the Plan and all associated documentation (including without limitation Election Forms). The
Administration Committee may delegate any or all of their respective responsibilities to one or more of their members or to appropriate
employees of the Company. Notwithstanding the foregoing, to the extent necessary to ensure the exemption of transactions pursuant to the
Plan from Section 16 of the Exchange Act, the Board or the Compensation Committee shall be responsible for such administration.

Section 1.5 Unfunded Plan. The Plan is intended to be an unfunded plan providing current and deferred compensation. Participants are and
shall at all times be general creditors of the Company with respect to their Account balances. If the Finance Committee or the Company
chooses to set aside funds in a trust or otherwise for the payment of Account balances under the Plan, such funds shall at all times be subject
to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.

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Section 1.6 Non-Transferability. None of the rights of Participants under the Plan or with respect to their Accounts or Options shall be
transferable, except as specifically provided in Section 5.3 and Section 6.6 of the Plan.

Article II
Deferral Elections

Section 2.1 Eligible Compensation. All Eligible Directors shall be provided with the opportunity to elect to defer all or a portion of their
Eligible Compensation (but not Stock Units, Options, or other compensation). The Administration Committee may establish such minimum
deferral amounts, specified percentages of Eligible Compensation that may be deferred, and similar requirements and limitations, as it may
determine to be appropriate for convenience of administration of the Plan.

Section 2.2 Deferral Election Forms. Deferral Election Forms shall be in such form, and shall be filed and revoked in such manner as the
Administration Committee shall from time to time determine.

Section 2.3 Time for Filing Deferral Election Forms.


(a) First Year of Eligibility. An individual who first becomes an Eligible Director during any Plan Year (as determined in accordance with
this Section 2.3(a)) may file a Deferral Election Form within 30 days after first becoming an Eligible Director; provided, that such Deferral
Election shall apply only to Eligible Compensation for services performed after the Deferral Election is filed.
For purposes of the Plan an individual shall be treated as first becoming an Eligible Director if (and only if) he has not been eligible to
defer compensation under the Plan or another any other nonqualified “account balance plan” described in Treas. Reg. § 1.409A-
1(c)(2)(i)(A) or (B) that is maintained by the Company or any entity that would be required to be combined with MeadWestvaco as a
single employer under Section 414(b) or (c) of the Code.
(b) After First Year of Eligibility. Except to the extent permitted by subsection (a), above, any Deferral Election shall be filed by the
deadline established by the Administration Committee, which shall be no later than December 31st of the Plan Year before the Plan Year
in which the services giving rise to the Eligible Compensation to be deferred will be performed.
(c) Deferral Elections Remain in Effect for Subsequent Plan Years. Once filed, a Deferral Election shall be irrevocable for the remainder of
the Plan Year with respect to which it applies, and shall remain in effect until the Plan Year after the Plan Year (if any) during which the
Participant files a new Deferral Election or revokes such Deferral Election.

Article III
Deferral Accounts and Investments

Section 3.1 Establishment and Maintenance of Deferral Account. The Administration Committee shall cause the Company to establish and
maintain a Deferral Account for each Participant who elects to defer Eligible Compensation pursuant to Article II of the

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Plan. A Participant’s Deferral Account shall be credited and debited from time to time as provided in Section 3.2, below, adjusted for
investment experience from time to time as provided in Section 3.3, below, and debited for amounts distributed in accordance with Article V.

Section 3.2 Contributions to Deferral Accounts. A Participant’s Deferral Account shall be credited from time to time with his or her Deferred
Compensation, as of the day on which such Deferred Compensation would otherwise be paid to him or her. Such amounts shall be vested at all
times.

Section 3.3 Earnings and Losses on Deferral Accounts.


(a) Investment Elections. The Finance Committee shall from time to time establish one or more hypothetical investment funds (each, an
“Investment Fund”) based upon such criteria as it may from time to time determine. The Administration Committee shall establish
procedures to permit Participants to make Investment Elections from time to time indicating in which of the available Investment Funds
their Deferral Accounts shall be deemed invested. Unless and until the Finance Committee provides otherwise, all Deferral Accounts
shall be deemed invested in the CitiStreet Money Market Fund.
(b) Adjustment of Accounts. The Administration Committee shall cause Participants’ Deferral Accounts to be adjusted upwards or
downwards, at such intervals as it may from time to time determine, to reflect the net investment return (whether positive or negative) of
the particular Investment Fund(s) elected; provided, that no Deferral Account may at any time have a balance less than zero.

Section 3.4 Reports. The Administration Committee shall provide, or cause to be provided, to each Participant at regular intervals, but at least
annually, a statement of his or her Deferral Account balance and the activity therein since the date of the last such statement.

Article IV
Stock Unit Accounts

Section 4.1 Credits of Stock Units. On each Annual Meeting Date, the Stock Unit Account of each person who is an Eligible Director at the
adjournment of the stockholders’ meeting occurring on that Annual Meeting Date shall be credited with a number of Units (including fractions
thereof) determined by dividing the Stock Unit Value by the Average Fair Market Value of the Common Stock on such Annual Meeting Date.
The “Stock Unit Value” shall mean $80,000 (as of January 2007) or such other amount as the Board may hereafter establish by resolution.

Section 4.2 Dividend Equivalents. Each Stock Unit Account shall be credited with additional Stock Units (including fractions thereof) on each
payment date for any dividend or distribution made with respect to the Common Stock with a record date that occurs while there is a positive
balance in such Stock Unit Account. The number of Stock Units so credited shall equal the amount of the applicable Dividend Equivalent,
divided by the Fair Market Value of a share of Common Stock as of the applicable payment date for the dividend or distribution in question.

Section 4.3 Vesting of Share Units. The rights of each Eligible Director in respect of Stock Units credited to his or her Stock Unit Account
shall be vested at all times.

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Article V
Distributions

Section 5.1 Termination of Board Membership. The balance of each Participant’s Account(s) shall be paid within 90 days after the end of the
calendar quarter in which the Participant’s Termination of Board Membership occurs (unless a later date is required by Section 5.5 of the Plan),
in a single distribution; provided, that a Participant may elect a different time and/or form of payment of all or part of his Deferral Account (but
not his Stock Unit Account) in accordance with Section 5.2, below.

Section 5.2 Distribution Election Form. The Administration Committee may from time to time, in its discretion, establish rules and procedures
for participants to file a Distribution Election Form, on which they may make elections to receive distributions of their Deferral Accounts in
installments rather than a lump sum and at a time or times other than as provided in Section 5.1, above. Such procedures may include rules for
designating a Beneficiary, and such other rules, limitations and conditions as the Administration Committee may determine to be appropriate;
provided, that such procedures shall comply with the following requirements:
(a) New Distribution Election Form. Except to the extent that a change is permitted by subsection (b) or (c), below, a New Distribution
Election Form with respect to any Eligible Compensation (as adjusted for investment return in accordance with Section 3.3 of the Plan)
shall be filed no later than the deadline required by Section 2.3 of the Plan for filing the Deferral Election with respect to such Eligible
Compensation. Once filed, a Distribution Election shall remain in effect until the Participant files a New Distribution Election Form for
future deferrals. Any New Distribution Election Form shall be effective with respect to Eligible Compensation (as adjusted for investment
return in accordance with Section 3.3 of the Plan) for services performed during the Plan Year after the Plan Year in which the New
Distribution Election Form is filed.
(b) Changes to Distribution Elections Before 2009. Before January 1, 2009, the Administration Committee had discretion to allow a
Participant to change the time and form of payment of any portion of his Deferral Account after the deadline required by subsection (a),
above, if (and only if) (1) the Participant filed a Change of Distribution Election Form no later than six months before his Termination of
Board Membership, and (2) after December 31, 2005, the change did not result in acceleration of any payment into the tax year in which
the change was filed or delay until a later tax year any payment that was otherwise scheduled to be made in the year in which the change
was filed.
(c) Changes to Distribution Elections After 2008. Effective on and after January 1, 2009, a Participant may change the time or form of
payment of any portion of his Deferral Account after the deadline required by subsection (a), above, only if:
(1) He files a Change of Distribution Election Form no later than (A) six months before his Termination of Board Membership,
and (B) 12 months before the date on which distribution of his Deferral Account would commence if not for the change; and
(2) The date on which distribution of his Deferral Account commences is at least five years after the date on which distribution
would have commenced if not for the change.

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Section 5.3 Form of Distributions. All distributions from a Participant’s Deferral Account shall be made in cash. All distributions from a
Participant’s Stock Unit Account shall be made in shares of Common Stock, except that any fractional shares that would otherwise be
distributable shall be paid in cash based on the Fair Market Value of the Common Stock on the most recent practicable date preceding the date
of payment.

Section 5.4 Death. If a Participant dies before the balance of his Account(s) is fully distributed, the remaining balance of the Participant’s
Account(s) shall be distributed (in the form required by Section 5.3, above) to his Beneficiary within 90 days after the Participant’s death.

Section 5.5 Special Delayed Payment Rule. If a Participant is a “specified employee” (as determined by the Company in accordance with
Section 409A(a)(2)(B) of the Code and Treas. Reg. § 1.409A-1(i)), any amount that becomes payable as a result of the Participant’s Termination
of Board Membership shall be paid on the later of (a) the payment date prescribed by this Article V, and (b) the first day of the seventh month
that begins after the Participant’s Termination of Board Membership.

Article VI
Stock Options

Section 6.1 Grants of Options. On each Annual Meeting Date before January 1, 2004, Options to purchase 1,500 shares of Common Stock
shall automatically be granted to each individual who, at the adjournment of the stockholders’ meeting occurring, is an Eligible Director. All
Options shall be evidenced by written agreements and shall be granted on the terms hereafter set forth, together with such other terms, not
inconsistent with the terms of the Plan, as the Board or the Compensation Committee, in its discretion, may from time to time approve. Effective
January 1, 2004, the automatic grant of options under this Section is suspended pending further action by the Board.

Section 6.2 Option Price. The per-share exercise price for each Option shall be 100% of the Fair Market Value of a share of Common Stock on
the date the Option is granted.

Section 6.3 Medium and Time of Payment. Stock purchased pursuant to an Option shall be paid for in full at the time of purchase in such
manner as the Administration Committee or the Compensation Committee shall determine. The medium of payment shall be cash, Common
Stock valued at Fair Market Value, or any other property satisfactory to the Company, valued as of the Effective Date of the exercise;
provided, that any such Common Stock shall have been either purchased by the Eligible Director on the open market or held for more than six
months. In addition, if the Compensation Committee so provides, payment may be made through a broker cashless exercise program. Following
receipt of payment, the Company shall deliver to the Optionee a certificate or certificates for such shares due upon exercise of an Option.

Section 6.4 Period of Exercise of Options. Each Option shall be vested and exercisable from and after the date on which it is granted. Unless
the Compensation Committee provides otherwise in connection with the grant of an Option, the Option shall remain exercisable as follows.
Generally, the Option shall expire on the tenth anniversary of the date of grant. However, if the Eligible Director to whom it is granted has a
Termination of Board Membership for any reason, each of his or her then-outstanding Options shall expire on earlier of the fifth anniversary of
the date of such Termination of Board Membership or the tenth anniversary of the date of grant; provided that the exercise period for any
Option shall not be extended past the expiration date set forth in the Option agreement. All of the periods within which Options are exercisable
are subject always to such further limitations as may be required to maintain favorable treatment under the securities and tax laws.

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Section 6.5 Rights as a Stockholder. An Optionee shall have no rights as a stockholder with respect to any shares issuable or transferable
upon exercise thereof until the date of issuance of a stock certificate for such shares. Except as provided in Section 7.2 of the Plan, no
adjustment shall be made for dividends or other rights for which the record date is prior to the date as of which such stock certificate is issued.

Section 6.6 Non-Assignability. No Option shall be assignable or transferable except by will or by the laws of descent and distribution, by
operation of law, or, if permitted by law and under uniform standards adopted by the Compensation Committee, to immediate family members
of the Optionee, or to trusts whose beneficiaries are the Optionee or immediate family members.

Article VII
General

Section 7.1 General Restriction. The grant or exercise of any Option or the issuance or transfer of any Common Stock pursuant to this Plan is
conditioned upon such listing, registration, qualification and regulatory approvals as the Board, the Compensation Committee or the
Administration Committee, in their respective discretion, may deem necessary or desirable. The Board, the Compensation Committee or the
Administration Committee, respectively, may also place such restrictions or legends or additional legends on stock issued or transferred as it
determines to be required or advisable to comply with applicable laws or regulations, or the listing requirements of any exchange upon which
the Common Stock is traded or intended to be traded.

Section 7.2 Adjustment for Changes in Capitalization. In the event of any change in corporate capitalization (including, but not limited to, a
change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not
such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company,
the Compensation Committee or Board shall make an equitable adjustment in the aggregate number and kind of shares provided for under
Section 1.1 of the Plan, in the number of Options to be granted automatically pursuant to Article VI, and in the number, kind and option price
of shares subject to outstanding Stock Units and Options; provided, that:
(a) No such adjustment shall be made to outstanding Stock Units with respect to any dividend or other distribution for which Dividend
Equivalents are credited to the applicable Stock Unit Account as provided in Section 4.2 of the Plan;
(b) Any resulting fractional share that would otherwise be subject to an Option shall be eliminated; and
(c) Any such adjustment shall be subject to such restrictions and conditions as may be required to avoid being subject to Section 409A
of the Code.

Section 7.3 Compliance with Section 16 of the Exchange Act. Notwithstanding any other provision of the Plan, the Administration Committee
may impose such restrictions, rules and regulations on the terms and conditions of participation in the Plan as it may

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determine to be necessary or appropriate to avoid subjecting Eligible Directors to liability or potential liability under Section 16. Any
transaction pursuant to the Plan (including without limitation elections to move Deferred Compensation into or out of any Common Stock
Fund) that would result in liability or potential liability under said Section 16 shall be void ab initio.

Section 7.4 Governing Law. The Plan shall be governed by the law of the state of Delaware.

Article VIII
Amendment and Termination of Plan

The Company may amend or terminate the Plan at any time; provided, that unless necessary to comply with an applicable law (including the
requirements of Section 409A of the Code), no such amendment or termination may reduce the balance of any Participant’s Accounts, change
the requirements for vesting of any unvested portion of any Option previously granted, or change the timing of distributions from any
Account, unless (a) the Company determines that such change would not cause a violation of the requirements of Section 409A of the Code
and (b) the affected Participant or Beneficiary, as applicable, consents to the change.

Any amendment to the Plan may be adopted by resolution of the Board of Directors. In addition, the Chairman of the Board of Directors or the
Chief Executive Officer of the Company may adopt any amendment in writing which (i) may be necessary or desirable to improve the
administration of the Plan, so long as such amendment does not materially affect the substance of the Plan or the level of benefits the Plan
provides, or (ii) may be required to comply with any applicable federal or state law (including any tax law that might result in any adverse tax
consequences to any Participant or Beneficiary, or to the Company or any of its affiliates). All amendments shall be filed with the Secretary of
the Company.

* * *

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IN WITNESS WHEREOF the undersigned has executed this restatement of the Plan.

/s/ John A. Luke, Jr.


John A. Luke, Jr.
Chairman and Chief Executive Officer

APPROVALS

LAW DEPARTMENT

By /s/ John J. Carrara


John J. Carrara
Associate General Counsel and Assistant Secretary

FILED: December 30, 2008

By /s/ Wendell L. Willkie, II


Wendell L. Willkie, II
Senior Vice President, General Counsel and Secretary

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Exhibit 10.23

MeadWestvaco Corporation
2005 Performance Incentive Plan
Effective April 22, 2005
As Amended February 26, 2007 and January 1, 2009

Article I
Purpose and General Provisions

Section 1.1 Purpose of Plan. The purpose of the MeadWestvaco Corporation 2005 Performance Incentive Plan (the “Plan”) is to advance the
interests of MeadWestvaco Corporation (the “Company”) by attracting, retaining and motivating its employees and by further aligning the
interests of the Company’s employees with those of the stockholders of the Company through providing for or increasing their proprietary
interest in the Company.

The Plan provides for the grant of Incentive and Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, Performance Share Units and Incentive Compensation arrangements, which may be paid in cash or stock or a
combination thereof, as determined by the Committee. Any of these Awards may be performance-based, in the discretion of the Committee.

Section 1.2 Definitions. The following terms shall have the meanings set forth below for purposes of the Plan.

(a) “Award” means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Performance Share, Performance Share Unit, or Incentive Compensation arrangement or program granted to or covering a Participant
pursuant to the provisions of the Plan, any of which the Committee may structure to qualify in whole or in part as an Award that is intended to
satisfy the requirements for “performance-based compensation” under Code Section 162(m).

(b) “Award Agreement” means a written agreement or other instrument as may be approved from time to time by the Committee
implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and
the Company (or an authorized representative of the Company) or certificates, notices or similar instruments approved by the Committee.

(c) “Board of Directors” means the Board of Directors of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issues thereunder.

(e) “Committee” has the meaning set forth in Section 1.3.

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(f) “Company” means MeadWestvaco Corporation, a Delaware corporation and its successors and assigns.

(g) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(h) “Incentive Compensation” means a bonus opportunity awarded under Section 3.4 pursuant to which a Participant may become
entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement.

(i) “Incentive Stock Option” or “ISO” means a stock option that is intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code.

(j) “Market Price” on a date means the average of the high and low trading price for the Company’s Shares on the New York Stock
Exchange for that date, unless the Committee provides otherwise.

(k) “Non-Qualified Stock Option” or “NQSO” means a stock option that does not qualify as an incentive stock option within the meaning
of Section 422 of the Code.

(l) “Option” means an ISO and/or a NQSO granted pursuant to Section 3.1 of the Plan.

(m) “Participant” means any individual described in Section 2.1 to whom Awards have been granted from time to time by the Committee
and any authorized transferee of such individual.

(n) “Performance Share” means an Award of Restricted Stock, the grant, issuance, vesting, transferability and/or retention of which is
conditioned in whole or in part upon performance conditions established by the Committee.

(o) “Performance Share Unit” means a Restricted Stock Unit Award, the grant, issuance, vesting or settlement of which is conditioned in
whole or in part upon performance conditions established by the Committee.

(p) “Plan” means The MeadWestvaco Corporation 2005 Performance Incentive Plan as set forth herein and as amended from time to time.

(q) “Prior Plans” means The Mead Corporation Restricted Stock Plan, the MeadWestvaco Corporation 1999 Salaried Employee Stock
Incentive Plan, the MeadWestvaco Corporation 1995 Salaried Employee Stock Incentive Plan and the MeadWestvaco Corporation 1996 Stock
Option Plan.

(r) “Qualifying Performance Criteria” has the meaning set forth in Section 5.1(b).

(s) “Restricted Stock” means Shares granted pursuant to Section 3.3 of the Plan.

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(t) “Restricted Stock Unit” means an Award granted to a Participant under Section 3.3 pursuant to which Shares may be issued in the
future.

(u) “Shares” means shares of the Company’s common stock, par value $0.01, subject to adjustment as provided in Section 4.1.

(v) “Stock Appreciation Right” means a right granted pursuant to Section 3.2 of the Plan that entitles the Participant to receive, in cash or
Shares or a combination thereof, as determined by the Committee, value equal to or otherwise based on the excess of (i) the market price of a
specified number of Shares at the time of exercise over (ii) the exercise price of the Stock Appreciation Right.

(w) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company
where each of the corporations in the unbroken chain other than the last corporation owns stock possessing at least 50 percent or more of the
total combined voting power of all classes of stock in one of the other corporations in the chain, and if specifically determined by the
Committee in the context other than with respect to Incentive Stock Options, may include an entity in which the Company has a significant
ownership interest or that is directly or indirectly controlled by the Company.

(x) “Substitute Award” means an Award granted or issued by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards by a company or acquired by the Company or any Subsidiary or with
which the Company or any Subsidiary combines.

Section 1.3 Administration.


(a) Administration of the Plan. The Plan shall be administered by the Compensation and Organization Development Committee of the
Board of Directors or such other committee of two or more directors as established from time to time by the Board of Directors. Any power of
the Committee may also be exercised by the Board of Directors, except to the extent that the grant or exercise of such authority would cause
any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the
Exchange Act, or cause an Award that is contingent on the satisfaction of Qualifying Performance Criteria to not qualify for treatment as
“performance based compensation” under Code Section 162(m). To the extent that any permitted action taken by the Board conflicts with
action taken by the Committee, the Board action shall control.

(b) Delegation of Authority by the Committee. The Committee may delegate to one or more separate committees (any such committee a
“Subcommittee”) composed of one or more officers of the Company (who may but need not be members of the Board of Directors) the ability
to grant Awards and take the same actions as the Committee described in Section 1.3(c) or elsewhere in the Plan with respect to Participants
who are not “executive officers” as defined in Exchange Act Rule 16a-1; provided, however, that the

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resolution so authorizing such Subcommittee shall specify the total number of Awards (if any) such Subcommittee may award pursuant to
such delegated authority, and any such Award shall be subject to the form of Award Agreement theretofore approved by the Committee. No
officer or officers who are members of any such Subcommittee shall designate himself or herself as a recipient of any Awards granted under
authority delegated to such Subcommittee. Any action by any such Subcommittee within the scope of such delegation shall be treated for all
purposes as if taken by the Committee and references in this Plan to the Committee shall include any such Subcommittee. In addition, the
Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may
have the authority to execute and distribute Award Agreements or other documents evidencing or relating to Awards granted by the
Committee under this Plan, to maintain records relating to Awards, to process or oversee the issuance of Shares under Awards, to interpret
and administer the terms of Award Agreements and to take such other actions as may be necessary or appropriate for the administration of the
Plan and of Awards under the Plan, provided that in no case shall any such administrator be authorized to grant Awards under the Plan. Any
action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and,
except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator. The Committee
established pursuant to Section 1.3(a) and, to the extent it so provides, any Subcommittee, shall have sole authority to determine whether to
review any actions and/or interpretations of any such administrator, and if the Committee shall decide to conduct such a review, any such
actions and/or interpretations of any such administrator shall be subject to approval, disapproval or modification by the Committee.

(c) Powers of the Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all
things that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to
prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine
which persons are eligible to be granted Awards under Section 2.1, to which of such persons, if any, Awards shall be granted hereunder and
the timing of any such Awards; (iii) to grant Awards to Participants and determine the terms and conditions of Awards, including the number
of Shares subject to Awards and the exercise or exercise price of such Shares and the circumstances under which Awards become exercisable,
vested or settled or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the
satisfaction of performance criteria, the occurrence of certain events (including events which the Board or the Committee determine constitute
a Change of Control), or other factors; (iv) to establish and certify the extent of satisfaction of any performance goals or other conditions
applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of Award
Agreements or other documents relating to Awards made under this Plan (which need not be identical) and the terms of or form of any
document or notice required to be delivered to the Company by Participants under this Plan; (vi) to determine whether, and the extent to
which, adjustments are required pursuant to Section 4.1; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and

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the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of
the Company; and (viii) to make all other determinations deemed necessary or advisable for the administration of this Plan.

(d) Determinations by the Committee. All decisions, determinations and interpretations by the Committee (including by any
Subcommittee or by any administrators designated pursuant to Section 1.3(b)) regarding the Plan, any rules and regulations under the Plan
and the terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all Participants, beneficiaries,
heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems
relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the
recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may
select.

(e) Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such Award may, if the
Committee so directs, be implemented by the Company issuing any subject Shares to the Subsidiary, for such lawful consideration as the
Committee may determine, upon the condition or understanding that the Subsidiary will transfer the Shares to the Participant in accordance
with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof,
such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.

Section 1.4 Unfunded Plan. The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the
Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of
Awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or
insolvency.

Section 1.5 Effective Date. This Plan was adopted by the Board of Directors of the Company and became effective on February 22, 2005 (the
“Effective Date”), subject to approval by the Company’s stockholders. All Awards granted under this Plan are subject to, and may not be
exercised before, the approval of this Plan by the stockholders prior to the first anniversary date of the effective date of the Plan, by the
affirmative vote of the holders of a majority of the outstanding Shares of the Company present, or represented by proxy, and entitled to vote,
at a meeting of the Company’s stockholders in which the total number of votes cast on the matter represent a majority of the outstanding
shares; provided that if such approval by the stockholders of the Company is not forthcoming, all Awards previously granted under this Plan
shall be void. The Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Effective Date. Notwithstanding
the foregoing, the Plan may be terminated at such earlier time as the Board of Directors may determine. Termination of the Plan will not affect
the rights and obligations of the Participants and the Company arising under Awards theretofore granted and then in effect.

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Article II
Eligibility; Shares Subject to Awards

Section 2.1 Eligibility. Any person who is a current or prospective officer or employee (including any director who is also an employee, in his
or her capacity as such) of the Company or of any Subsidiary shall be eligible for selection by the Committee for the grant of Awards
hereunder. Options intending to qualify as ISOs may only be granted to employees of the Company or any Subsidiary within the meaning of
the Code, as selected by the Committee. For purposes of this Plan, the Chairman of the Board’s status as an employee shall be determined by
the Committee.

Section 2.2 Shares Subject to the Plan and Limitations on Awards.


(a) Aggregate Limits. The aggregate number of Shares issuable pursuant to all Awards shall not exceed 12,000,000, plus any Shares
subject to awards made under Prior Plans that are outstanding on the Effective Date of this Plan and become available pursuant to
Section 2.2(b). The aggregate number of Shares available for grant under this Plan and the number of Shares subject to outstanding Awards
shall be subject to adjustment as provided in Section 4.1. The Shares issued pursuant to Awards granted under this Plan may be Shares that
are authorized and unissued or Shares that were reacquired by the Company, including Shares purchased in the open market.

(b) Issuance of Shares. Shares subject to Awards that have been canceled, expired or forfeited or settled in cash and Shares subject to
Awards that have been delivered or applied to the Company in payment or satisfaction of the exercise price or tax withholding obligation of an
Award shall again become available for issuance under this Plan. Likewise, Shares subject to awards made under any of the Prior Plans that on
or after the Effective Date are not issued as a result of such awards being canceled, expired, forfeited or settled in cash or that are delivered or
applied to the Company in payment or satisfaction of the exercise price or tax withholding obligations of an award under a Prior Plan, as well as
shares acquired by the Company on the open market or otherwise with the proceeds from the exercise or settlement price of an Award or a
Prior Plan award shall be available for grant under this Plan. Shares issued in connection with a Substitute Award shall not count against the
limits of this Section 2.2(b).

(c) Tax Code Limits. The aggregate number of Shares subject to Options and Stock Appreciation Rights that may be granted under this
Plan during any three fiscal year period to any one Participant shall not exceed 3,000,000. The aggregate number of Shares subject to any
Award intended to qualify as “performance-based compensation” under Code Section 162(m), other than Options or Stock Appreciation
Rights, that may be granted under this Plan in any one fiscal year to any one Participant shall not exceed 400,000. The Share numbers set forth
in this Section 2.2(c) shall be calculated and adjusted pursuant to Section 4.1 only to the extent that such calculation or adjustment will not
affect the status of any Award intended to qualify as “performance based compensation” under

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Code Section 162(m). The maximum amount payable pursuant to that portion of an Incentive Compensation Award granted under this Plan in
any calendar year to any Participant that is denominated in dollars (as opposed to Shares) and is intended to satisfy the requirements for
“performance based compensation” under Code Section 162(m) shall not exceed the following separate and distinct limitations: (i) six million
dollars ($6,000,000), if performance is measured with respect to a fiscal year, and (ii) six million dollars ($6,000,000), if performance is measured
with respect to a period longer than a fiscal year.

(d) Substitute Awards. Substitute Awards shall not be subject to the limits described in Section 2.2(a) above and shall not be subject to
any other terms and conditions (for example, vesting and pricing) that apply to shares subject to Awards under the Plan.

Article III
Terms of Awards

Section 3.1 Options.


(a) Option Awards. The Committee may grant an Option or provide for the grant of an Option, either from time-to-time in the discretion of
the Committee or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals.
Except to the extent provided herein, no Participant shall have any rights as a stockholder with respect to any Shares subject to an Option
granted hereunder until said Shares have been issued. Each Option shall be evidenced by an Award Agreement. Options granted pursuant to
the Plan need not be identical, but each Option must contain and be subject to the terms and conditions set forth below.

(b) Price. The exercise price under each Option shall be established by the Committee and shall not be less than the Market Price of
Shares on the date of grant, provided, however, that the exercise price per Share with respect to an Option that is granted in connection with a
merger or other acquisition as a substitute or replacement award for options held by optionees of the acquired entity may be less than 100% of
the Market Value on the date such Option is granted if based on a formula set forth in the terms of the options held by such optionees or in
the terms of the agreement providing for such merger or other acquisition. The exercise price of any Option may be paid in cash or, to the
extent allowed by the Committee, an irrevocable commitment by a broker to pay over such amount from a sale of the Shares issuable under an
Option, the delivery of previously owned Shares, withholding of Shares deliverable upon exercise or a combination thereof.

(c) No Repricing. Other than in connection with a change in the Company’s capitalization (as described in Section 4.1), an Option may
not be repriced without stockholder approval (including canceling previously awarded Options and regranting them with a lower exercise
price).

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(d) Provisions Applicable to Options. In no event shall any Option become exercisable sooner than one (1) year after the date of grant
except to the extent provided by the Committee in the event of: (i) the Participant’s death, disability or retirement, (ii) an award to a Participant
upon his or her first becoming an employee of the Company (to replace prior employer forfeited compensation), or (iii) subject to Section 4.2, a
Change of Control. The Committee may provide at the time of grant that the exercise price of an Option is adjusted after the date of grant based
on the performance of the Company’s Common Stock price relative to a pre-established index. Unless provided otherwise in the applicable
Award Agreement, the vesting period and/or exercisability of an Option shall be adjusted by the Committee during or to reflect the effects of
any period during which the Participant is on an approved leave of absence or is employed on a less than full-time basis. Each Option shall
expire within a period of not more than ten (10) years from the date of grant.

(e) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 3.1, in the case of the grant of an Option intending
to qualify as an ISO: (i) if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of
the Company (a “10% Shareholder”), the exercise price of such Option must be at least 110 percent of the Market Price of Shares on the date of
grant and the Option must expire within a period of not more than five (5) years from the date of grant, and (ii) termination of employment will
be deemed to occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Code
Section 3401(c) and the regulations promulgated thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this
Section 3.1 to the contrary, options designated as ISOs shall not be eligible for treatment under the Code as ISOs to the extent that either
(a) the aggregate Market Price of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first
time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into
account in the order in which they were granted, and (b) such Options otherwise remain exercisable but are not exercised within three
(3) months of termination of employment (or such other period of time provided in Code Section 422).

Section 3.2 Stock Appreciation Rights.


(a) General. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of other
Awards granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”) and may, but need not,
relate to a specific Option granted under Section 3.1. The provisions of Stock Appreciation Rights need not be the same with respect to each
grant or each recipient. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such Option. All Stock Appreciation Rights under the Plan shall be granted
subject to the same terms and conditions applicable to Options as set forth in Section 3.1; provided, however, that Stock Appreciation Rights
granted in tandem with a previously granted Option shall have the

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terms and conditions of such Option. Subject to the provisions of Section 3.1, the Committee may impose such other conditions or restrictions
on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Shares, cash or a combination
thereof, as determined by the Committee. Other than in connection with a change in the Company’s capitalization (as described in Section 4.1)
the exercise price of a Stock Appreciation Rights may not be repriced without stockholder approval (including canceling previously awarded
Stock Appreciation Rights and regranting them with a lower exercise price).

(b) Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement. Stock Appreciation Rights granted
pursuant to the Plan need not be identical, but each Stock Appreciation Right must contain and be subject to the terms and conditions set
forth below.

(c) Provisions Applicable to Stock Appreciation Rights. The Committee may grant a Stock Appreciation Right or provide for the grant of
a Stock Appreciation Right, either from time-to-time in the discretion of the Committee or automatically upon the occurrence of specified
events, including, without limitation, the achievement of performance goals (which may include Qualifying Performance Criteria). In no event
shall any freestanding SAR become exercisable sooner than one (1) year after the date of grant except to the extent provided by the Committee
in the event of (i) the Participant’s death, disability or retirement, (ii) an award to a Participant upon his or her first becoming an employee of
the Company (to replace forfeited prior employer compensation) or (iii) subject to Section 4.2, a Change of Control. Unless provided otherwise
in the applicable Award Agreement, the vesting period and/or exercisability of a Stock Appreciation Right shall be adjusted by the Committee
during or to reflect the effects of any period during which the Participant is on an approved leave of absence or is employed on a less than full-
time basis. Each Stock Appreciation Right shall expire within a period of not more than ten (10) years from the date of grant.

Section 3.3 Restricted Stock and Restricted Stock Units.


(a) General. Restricted Stock and Restricted Stock Units may be granted at any time and from time to time prior to the termination of the
Plan to Participants selected by the Committee. Restricted Stock is an award or issuance of Shares the grant, issuance, retention, vesting
and/or transferability of which is subject during specified periods of time to such conditions and terms as the Committee deems appropriate.
The Committee may specify that all of any part of an Award shall consist of Performance Shares, which shall be subject to the provisions of
this Plan applicable to Restricted Stock except that the grant, issuance, vesting and/or transferability of the Shares thereunder are subject in
whole or in part to performance conditions established by the Committee. To the extent determined by the Committee, Restricted Stock may be
satisfied or settled in Shares, cash or a combination thereof. Restricted Stock Units are Awards denominated in units under which the issuance
of Shares is subject to such conditions and terms as the Committee deems appropriate. Unless determined otherwise by the Committee, each
Restricted Stock Unit will be equal to one Share and will entitle a Participant to either the issuance of Shares or payment of an amount of cash
determined with reference to the value

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of Shares. The Committee may specify that all of any part of an Award shall consist of Performance Share Units, which shall be subject to the
provisions of this Plan applicable to Restricted Stock Units except that the grant, issuance, vesting or settlement of the Award is subject in
whole or in part to performance conditions established by the Committee. Restricted Stock and Restricted Stock Units granted pursuant to the
Plan need not be identical but each grant of Restricted Stock and Restricted Stock Units must contain and be subject to the terms and
conditions set forth below.

(b) Award Agreement. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each
Award Agreement shall contain provisions regarding (i) the number of Shares or Restricted Stock Units subject to such Award or a formula for
determining such number, (ii) the purchase price of the Shares, if any, and the means of payment, (iii) the performance criteria, if any, and level
of achievement versus these criteria that shall determine the number of Restricted Stock or Restricted Stock Units granted, issued, retainable
and/or vested, (iv) such terms and conditions on the grant, issuance, vesting, settlement and/or forfeiture of the Restricted Stock or Restricted
Stock Units as may be determined from time to time by the Committee, (v) the term of the performance period, if any, as to which performance
shall be measured for such Restricted Stock or Restricted Stock Units, (vi) restrictions on the transferability of the Restricted Stock or
Restricted Stock Units, and (vii) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time
to time by the Committee. Shares issued under a Restricted Stock Award may be issued in the name of the Participant and held by the
Participant or held by the Company, in each case as the Committee may provide.

(c) Vesting and Performance Criteria. The grant, issuance, retention, vesting and/or settlement of shares of Restricted Stock and
Restricted Stock Units (including Performance Shares and Performance Share Units) shall occur at such time and in such installments as
determined by the Committee or under criteria established by the Committee, which may include Qualifying Performance Criteria. The grant,
issuance, retention, vesting and/or settlement of Shares under any such Award that is based on performance criteria and level of achievement
versus such criteria shall be subject to a performance period of not less than one year, and the grant, issuance, retention, vesting and/or
settlement of Shares under any Restricted Stock or Restricted Stock Unit Award that is based solely upon continued employment or the
passage of time shall not vest or be settled in full over a period of less than three years. Notwithstanding the other provisions of this
Section 3.3(c), the Committee may provide for the satisfaction and/or lapse of all conditions under any such Award in less than the time
provided under this Section 3.3(c) in the event of: (i) the Participant’s death, disability or retirement, (ii) an award to a Participant upon his or
her first becoming an employee of the Company (to replace prior employer forfeited compensation), (iii) subject to Section 4.2, a Change of
Control or (iv) a Restricted Stock or Restricted Stock Unit Award that is issued in payment or settlement of compensation that has been earned
by the Participant.

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(e) Voting Rights. Unless otherwise determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares during the period of restriction. Participants shall have no voting rights with
respect to Shares underlying Restricted Stock Units unless and until such Shares are reflected as issued and outstanding Shares on the
Company’s stock ledger.

Section 3.4 Incentive Compensation.


(a) General. The Committee may grant or establish a program for Incentive Compensation under which an individual Award or a funding
pool from which Participants are paid is contingent upon such performance criteria (including Qualifying Performance Criteria) as the
Committee may specify. Under any such arrangement, the Committee shall establish performance criteria and the level of achievement versus
such criteria that shall determine the amount payable or available as Incentive Compensation, which criteria may be based on financial
performance and/or personal performance evaluations but shall apply to a performance period of not less than one year.

(b) Incentive Compensation Arrangements. Each “covered employee” of the Company (as defined and determined under Code
Section 162(m)) shall be a Participant in any Incentive Compensation arrangement or program established by the Committee, provided that the
amount payable to any Participant pursuant to any such Incentive Compensation arrangement or program shall be subject to reduction as
provided in Section 3.4(d). In establishing an Incentive Compensation arrangement or program, the Committee shall set forth terms, to the
extent applicable, regarding: (i) the maximum amount payable as Incentive Compensation or a formula for determining such; (ii) the
performance criteria and level of achievement versus these criteria that shall determine the amount of such payment; (iii) subject to the one
year minimum set forth in Section 3.4(a), the term of the performance period as to which performance shall be measured for determining the
amount of any payment; (iv) the timing of any payment earned by virtue of performance; (v) any forfeiture provisions; and (vi) such further
terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Committee. The terms of any
Incentive Compensation arrangement or program shall be set forth in writing and may take the form of an Award Agreement or Award
Agreements, term sheet or other document or documents as the Committee shall determine.

(c) Timing and Form of Payment. The Committee shall determine the timing of payment of any Incentive Compensation. Subject to the
limitations described in Section 2.2(c), payment of the amount due any Participant as Incentive Compensation may be made in cash or in
Shares, as determined by the Committee. The Committee may, but need not, allow a Participant to defer under any plan or arrangement
established by it receipt of any amounts or Shares otherwise payable as Incentive Compensation.

(d) Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive
Compensation arrangement on account of either financial performance or personal performance evaluations may be reduced by the Committee
on the basis of such further considerations as the Committee shall determine.

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Article IV
Adjustment of and Changes to Common Stock; Change of Control

Section 4.1 Adjustment of and Changes to Common Stock.


(a) In the event of a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than
regular, quarterly cash dividends), or another such transaction or event, then the number and kind of Shares that have been authorized for
issuance under the Plan, whether such Shares are then currently subject to or may become subject to an Award under the Plan, as well as the
per share limits set forth in Section 2.2 of this Plan, shall be equitably adjusted by the Committee to reflect such increase or decrease or change
in the kind of securities outstanding. The terms of each outstanding Award shall also be equitably adjusted by the Committee as to price,
number and kind of Shares subject to such Award and other terms to reflect the foregoing events.

(b) In the event there shall be any other change in the number or kind of outstanding Shares, or any stock or other securities into which
such Shares shall have been changed, or for which Shares shall have been exchanged, whether by reason of a change of control, other merger,
consolidation or otherwise, then the Committee shall make such equitable adjustments to the number and kind of Shares that have been
authorized for issuance under the Plan, whether such Shares are then currently subject to or may become subject to an Award under the Plan,
as well as the per share limits set forth in Section 2.2 of this Plan. The terms of each outstanding Award shall also be equitably adjusted by the
Committee as to price, number and kind of Shares subject to such Award and other terms to reflect the foregoing events. In addition, in the
event of a change described in this paragraph that does not occur in connection with a Change of Control, the Committee may accelerate the
time or times at which any Award may be exercised and may provide for cancellation of such accelerated Awards that are not exercised within
a time prescribed by the Committee in its sole discretion. Notwithstanding anything to the contrary herein, any adjustment to ISOs granted
pursuant to this Plan shall comply with the requirements, provisions and restrictions of section 424 of the Code, and any adjustment to NQSOs
granted pursuant to this Plan shall comply with the requirements, provisions and restrictions of section 409A of the Code.

(c) No right to purchase fractional shares shall result from any adjustment in Awards pursuant to this Section 4.1. In case of any such
adjustment, the Shares subject to the Award shall be rounded down to the nearest whole Share. Notice of any adjustment shall be given by
the Company to the holder of each Award that shall have been so adjusted and such adjustment (whether or not notice is given) shall be
effective and binding for all purposes of the Plan.

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Section 4.2 Change of Control.


(a) Effect of Change of Control upon Certain Stock Awards. Unless the Committee or the Board specifies otherwise in the terms of an
Award prior to a Change of Control event, this Section 4.2(a) shall govern the treatment upon or following a Change of Control of any Option,
Stock Appreciation Right, Restricted Stock or Restricted Stock Unit, the vesting and/or settlement of which is based solely upon continued
employment or the passage of time. In the case of an Award subject to this Section 4.2(a) that the acquiring or surviving company in the
Change of Control assumes upon and maintains immediately following the Change of Control (which Award shall be adjusted as to the number
and kind of shares as may be determined appropriate by the Committee prior to the Change in Control), if there occurs an involuntary
termination without Cause of the Participant holding such Award (excluding voluntary resignation, death, disability or retirement) within
twenty four months following the Change of Control such Award shall be treated as provided in clause (i) or (ii) of this Section 4.2(a), as
applicable. In the case of an Award subject to this Section 4.2(a) that the acquiring or surviving company in the Change of Control does not
assume upon the Change of Control, immediately prior to the Change of Control such Award shall be treated as provided in clause (i) or (ii) of
this Section 4.2(a), as applicable. The treatment provided for under this Section 4.2(a) is as follows:

(i) in the case of an Option or a Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock
Appreciation Right, including any portion of the Option not previously exercisable, until the earlier of the expiration of the Option or Stock
Appreciation Right under its original term and a date that is two years (or such longer post-termination exercisability term as may be specified
in the Option or Stock Appreciation Right) following such date of termination of employment; and

(ii) in the case of Restricted Stock or Restricted Stock Units, the Award shall become fully vested and shall be settled in full.

The Committee may also, through the terms of an Award or otherwise, provide for an absolute or conditional exercise, payment or lapse of
conditions or restrictions on an Award which shall only be effective if, upon the announcement of a transaction intended to result in a Change
of Control, no provision is made in such transaction for the assumption and continuation of outstanding Awards.

(b) Effect of Change of Control upon Performance-Based Awards. Unless the Committee or the Board specifies otherwise in the terms of
an Award prior to a Change of Control event, the treatment of any Award in which the grant, issuance, retention, vesting and/or settlement of
such Award is based in whole or in part on performance criteria and level of achievement versus such criteria shall be as specified in this
Section 4.2(b). In the case of an Award subject to this Section 4.2(b) in which fifty percent (50%) or more of the performance period applicable
to the Award has elapsed as of the date of the Change of Control, the Participant shall be entitled to payment, vesting or settlement of such
Award based upon performance through a date occurring within three months prior to the

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date of the Change of Control, as determined by the Committee prior to the Change of Control, and pro-rated based upon the percentage of the
performance period that has elapsed between the date such Award was granted and the date of the Change of Control. In the case of an
Award subject to this Section 4.2(b) in which less than fifty percent (50%) of the performance period applicable to the Award has elapsed as of
the date of the Change of Control, the Participant shall be entitled to payment, vesting or settlement of the target amount of such Award, as
determined by the Committee prior to the Change of Control, pro-rated based upon the percentage of the performance period that has elapsed
between the date such Award was granted and the date of the Change of Control. The Committee may determine either prior or after such
Change of Control event the treatment of the pro-rata portion of an Award attributable to the portion of the performance period occurring after
the date of the Change of Control.

(c) Definition of “Change of Control”. Unless the Committee or the Board shall provide otherwise, “Change of Control” shall mean an
occurrence of any of the following events:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding Shares (the “Outstanding Company Common Stock”) or (ii) the combined
voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a
Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition
by any corporation pursuant to a transaction that constitutes a “Merger of Equals” as defined in Section 4.2(c)(iii) of this Plan; or

(ii) Individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective
Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than
the Board of Directors; or

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving
the Company or any of its subsidiaries, or a sale or other disposition of all or substantially all of the assets of the Company

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(each, a “Business Combination”), in each case, unless such Business Combination constitutes a “Merger of Equals.” A Business
Combination shall constitute a “Merger of Equals” if, following such Business Combination, either:
(A)(1) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Resulting
Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding the
Resulting Corporation and its affiliates or any employee benefit plan (or related trust) of the Resulting Corporation and its affiliates)
beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the Resulting
corporation or the combined voting power of the then outstanding voting securities of the Resulting Corporation except to the extent
that such ownership existed with respect to the Company prior to the Business Combination, and (3) at least a majority of the members of
the board of directors of the Resulting Corporation (the “Resulting Board”) were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
(B) immediately after such Business Combination (1) at least 50% of the members of the Resulting Board are individuals who
were members of the Incumbent Board (as defined in Section 4.2(c)(ii)) at the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business Combination, and (2) either (x) the position of chief executive officer of the
Resulting Corporation is occupied by an individual who was employed by the Company immediately before such Business Combination,
or (y) a majority of the leadership positions reporting directly to the chief executive officer of the Resulting Corporation are occupied by
individuals who were employed by the Company immediately before such Business Combination.

or (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

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Article V
Performance-Based Compensation

Section 5.1 Qualifying Performance-Based Compensation.


(a) General. The Committee may specify that an Award or a portion of an Award is intended to satisfy the requirements for “performance-
based compensation” under Code Section 162(m), provided that the performance criteria for any portion of an Award that is intended by the
Committee to satisfy the requirements for “performance-based compensation” under Code Section 162(m) shall be a measure based on one or
more Qualifying Performance Criteria selected by the Committee. Within the first 90 days of the start of a fiscal year, the Committee will
establish the Qualifying Performance Criteria for the performance period and the formula or payout that is contingent upon satisfaction of the
Qualifying Performance Criteria. This may take the form of a matrix under which threshold, target and amounts in excess of target are payable
based upon satisfaction of the Qualifying Performance Criteria. The Committee shall certify the extent to which any Qualifying Performance
Criteria has been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any Award that is intended to
satisfy the requirements for “performance-based compensation” under Code Section 162(m). Notwithstanding satisfaction of any performance
goals, the number of Shares issued under or the amount paid under an Award intended by the Committee to satisfy the requirements for
“performance-based compensation” under Code Section 162(m) may, to the extent specified by the Committee with respect to the Award, be
reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine. Awards based on
Qualifying Performance Criteria can be granted in the same fiscal year and be based on overlapping performance periods.

(b) Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of
the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a
business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a
period of years, on an absolute basis or relative basis, on a per-share basis and/or against a target, past performance or peer group
performance, in each case as specified by the Committee: (i) net sales; (ii) working capital; (iii) net profit after tax; (iv) EBIT; (v) EBITA;
(vi) EBITDA; (vii) OBIT; (viii) OBITDA; (ix) gross profit; (x) operating income or operating profit; (xi) cash generation; (xii) cash flow; (xiii) unit
volume; (xiv) stock price; (xv) market share; (xvi) asset quality; (xvii) return on equity; (xviii) return on assets; (xix) return on operating assets;
(xx) cost saving levels; (xxi) operating income; (xxii) marketing-spending efficiency; (xxiii) core non-interest income; (xxiv) change in working
capital; (xxv) return on invested capital; (xxvi) return on capital employed; (xxvii) shareholder return; (xxviii) shareholder value; (xxix) safety
case incident rates; and (xxx) innovation factor (including revenue from new products, number of new products, granting of patents and/or
market penetration of new products measurable by pre-established objective criteria).

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(c) Adjustments. Subject to the limits imposed under Code Section 162(m) for Awards that are intended to qualify as “performance based
compensation,” notwithstanding the satisfaction of any performance goals, the number of Shares granted, issued, retainable and/or vested
under an Award of Restricted Stock or Restricted Stock Units on account of either financial performance or personal performance evaluations
may be reduced by the Committee on the basis of such further considerations as the Committee shall determine. Moreover, to the extent
consistent with Code Section 162(m), the Committee may appropriately adjust any evaluation of performance under a Qualifying Performance
Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs; (ii) litigation, claims, judgments
or settlements; (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results;
(iv) accruals for reorganization and restructuring programs; (v) discontinued operations; (vi) the effect of mergers and acquisitions; and
(vii) any extraordinary, unusual or non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s
discussion and analysis of financial condition and results of operations appearing in the Company’s Forms 10-K or 10-Q for the applicable
year.

(d) Administration. To the extent consistent with Code Section 162(m), the Committee may delegate to one or more of its members or to
appropriate employees of the Company the responsibility to carry out any purely ministerial responsibilities in connection with the Plan;
provided, that in no event shall the following responsibilities be considered ministerial, and they shall be carried out by only the Committee
acting by decision of the majority of its members: (i) the designation of Participants; (ii) the establishment of the terms and conditions of
Award Opportunities; (iii) the certification of the achievement of Performance Goals; (iv) the determination of the actual Awards intended to
satisfy the requirements for “performance-based compensation” under Code Section 162(m) to be made to Participants; and (v) any other
responsibilities that must be carried out by a committee of outside directors for purposes of Code Section 162(m).

Article VI
Additional Terms Applicable to Awards

Section 6.1 Dividends and Distributions. The Committee may, but need not, provide that dividends or dividend equivalents shall be payable in
connection with or as an arrangement separate from any Awards except that, unless the Committee provides otherwise, Shares of Restricted
Stock that remain subject to any restriction shall accrue dividends. The Committee may provide that any dividends or dividend equivalents
may be paid in cash or in Shares or may be deemed reinvested into additional Shares, and may provide that such dividends or dividend
equivalents will be paid at the same time dividends are paid to the Company’s shareholders or made subject to the same terms, conditions and
restrictions as the Awards with respect to which they accrued or to such other terms and conditions as the Committee may specify.

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Section 6.2 Conditions and Restrictions Upon Securities Subject to Awards. The Committee may provide that the Shares issued upon exercise
of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements,
restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation
Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or
repurchase provisions and method of payment for the Shares issued upon exercise, vesting or settlement of such Award (including the actual
or constructive surrender of Shares already owned by the Participant) or payment of taxes arising in connection with an Award. Without
limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by
the Participant of any Shares issued under an Award, including without limitation (a) restrictions under an insider trading policy or pursuant to
applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other
Company equity compensation arrangements, and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

Section 6.3 Transferability. Unless the Committee specifies otherwise, each Award may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or Stock
Appreciation Right shall be exercisable only by the Participant during his or her lifetime.

Section 6.4 Suspension or Termination of Awards. Except as otherwise provided by the Committee, if at any time (including after a notice of
exercise has been delivered or an Award has vested) the Chief Executive Officer or any other person designated by the Committee (each such
person, an “Authorized Officer”) reasonably believes that a Participant may have committed an Act of Misconduct as described in this
Section 6.4, the Authorized Officer or the Committee may suspend the Participant’s rights to exercise any Option, to vest in an Award, and/or
to receive payment for or receive Shares in settlement of an Award pending a determination of whether an Act of Misconduct has been
committed.

If the Committee or an Authorized Officer determines a Participant has violated the Company’s Code of Conduct or has committed an act
of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any Subsidiary, breach of fiduciary duty or
deliberate disregard of Company or Subsidiary rules resulting in loss, damage or injury to the Company or any Subsidiary, or if a Participant
makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information, engages in any conduct constituting
unfair competition, breaches any non-competition agreement, induces any Company or Subsidiary customer to breach a contract with the
Company or any Subsidiary, or induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agency
relationship (any of the foregoing acts, an “Act of Misconduct”), then except as otherwise provided by the Committee or Authorized Officer,
(a) neither the Participant nor his or her estate nor transferee shall be entitled to exercise any Option whatsoever, vest in or have the
restrictions on an Award lapse, or otherwise receive payment of an

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Award, (b) the Participant will forfeit all outstanding Awards, and (c) the Participant may be required to return and/or repay to the Company
any then unvested Shares previously issued under the Plan. In making such determination, the Committee or an Authorized Officer may give
the Participant an opportunity to submit written comments, documents, information and arguments to be considered by the Authorized Officer
and/or the Committee.

Section 6.5 Compliance with Laws and Regulations. This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and
the obligation of the Company to sell, issue or deliver Shares under such Awards, shall be subject to all applicable foreign, federal, state and
local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not
be required to register in a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares
under any foreign, federal, state or local law or any ruling or regulation of any government body that the Committee shall determine to be
necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

No Option shall be exercisable and no Shares shall be issued and/or transferable under any other Award unless a registration statement
with respect to the Shares underlying such Stock Option is effective and current or the Company has determined that such registration is
unnecessary.

In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the
Committee may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with
applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant,
issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s
obligations with respect to tax equalization for Participants employed outside their home country.

Section 6.6 Tax Treatment of Awards. To the extent required by applicable federal, state, local or foreign law, a Participant shall be required to
satisfy, in a manner satisfactory to the Company, any withholding tax obligations that arise by reason of an Option exercise, disposition of
Shares issued under an ISO, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or
otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue Shares, make any payment or to
recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit or require these obligations to be
satisfied by having the Company withhold a portion of the Shares that otherwise would be issued to a Participant upon exercise of the Option
or the vesting or settlement of an Award, or by tendering Shares previously

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acquired, in each case having a Market Price equal to the amount required or elected to be withheld or paid, or by having such Shares sold on
the New York Stock Exchange. Any such elections are subject to such conditions or procedures as may be established by the Committee and
may be subject to disapproval by the Committee. Unless the Committee specifies otherwise in the terms of an Award Agreement, as a
condition to receiving any Award, Participants shall waive and not be entitled to make an election to be taxed currently under Code
Section 83(b).

Section 6.7 Amendment of the Plan or Awards. The Board may amend, alter or discontinue this Plan, and the Committee may amend or alter
any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the provisions of
Section 4.1, no such amendment shall, without the approval of the stockholders of the Company:

(a) increase the maximum number of Shares for which Awards may be granted under this Plan;

(b) reduce the price at which Options may be granted below the price provided for in Section 3.1(b);

(c) reduce the exercise price of outstanding Options;

(d) extend the term of this Plan;

(e) change the class of persons eligible to be Participants;

(f) otherwise amend the Plan in any manner requiring stockholder approval by law or under the New York Stock Exchange listing
requirements; or

(g) increase the individual maximum limits in Section 2.2(c).

No amendment or alteration to the Plan, an Award or an Award Agreement shall be made which would impair the rights of the holder of
an Award, without such holder’s consent, provided that no such consent shall be required if the Committee determines in its sole discretion
and prior to the date of any Change of Control (as defined herein or in the applicable Award Agreement) that such amendment or alteration
either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of
or avoid adverse financial accounting consequences under any accounting standard.

Section 6.8 No Liability of Company. The Company and any Subsidiary or affiliate which is in existence or hereafter comes into existence shall
not be liable to a Participant or any other person as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to
obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance
and sale of any Shares hereunder; and (ii) any tax consequence to any Participant or other person due to the receipt, exercise, vesting,
settlement or forfeiture of any Award granted hereunder.

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Section 6.9 Non-Exclusivity of Plan. Neither the adoption of this Plan by the Board of Directors nor the submission of this Plan to the
stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board of Directors or the
Committee to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of restricted
stock or stock options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific
cases.

Section 6.10 Governing Law. This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance
with the laws of the Delaware and applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any
Awards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or
applicability.

Section 6.11 Arbitration of Disputes. In the event a Participant or other holder of an Award or person claiming a right under an Award or the
Plan believes that a decision by the Committee with respect to such person or Award was arbitrary or capricious, the person may request
arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Participant or other Award
holder has proven that the Committee’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted
of the Committee’s decision. Participants, Award holders and persons claiming rights under an Award or the Plan explicitly waive any right to
judicial review.

Notice of demand for arbitration shall be made in writing to the Company within thirty (30) days after the applicable decision by the
Committee. The arbitrator shall be selected by the Company. Such arbitrator shall be neutral within the meaning of the Commercial Rules of
Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be administered by the
American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be
final and conclusive. The arbitration shall be administered and conducted by the arbitrator pursuant to the Commercial Rules of Dispute
Resolution of the American Arbitration Association. Each side shall bear its own fees and expenses, including its own attorney’s fees, and
each side shall bear one half of the arbitrator’s fees and expenses. The decision of the arbitrator on the issue(s) presented for arbitration shall
be final and conclusive and may be enforced in any court of competent jurisdiction.

Section 6.12 No Right to Employment, Reelection or Continued Service. Nothing in this Plan or an Award Agreement shall interfere with or
limit in any way the right of the Company, its Subsidiaries and/or its affiliates to terminate any Participant’s employment, service on the Board
or service for the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his or
her employment or service for any specified period of time. Neither an Award nor any benefits arising

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under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its affiliates. Accordingly, subject to
Sections 1.5 and 6.7, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board of
Directors without giving rise to any liability on the part of the Company, its Subsidiaries and/or its affiliates.

Section 6.13 Section 409A Addendum.


(a) Compliance With Law. The Plan is intended to comply with the requirements of Code Section 409A, to the extent applicable. Each
Award shall be construed and administered such that the Award either (i) qualifies for an exemption from the requirements of Code
Section 409A or (ii) satisfies the requirements of Code Section 409A. If an Award is subject to Code Section 409A, (i) distributions shall only
be made in a manner and upon an event permitted under Section 409A, (ii) payments to be made upon a termination of employment shall only
be made upon a “separation from service” under Section 409A, (iii) unless the Award specifies otherwise, each installment payment shall be
treated as a separate payment for purposes of Section 409A, and (iv) in no event shall a Participant, directly or indirectly, designate the
calendar year in which a distribution is made except in accordance with Section 409A.

(b) Section 409A Distribution Date for Key Employees. Any Award that is subject to Code Section 409A and that is to be distributed to a
Key Employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Award shall
be postponed for six months following the date of the Participant’s separation from service, if required by Code Section 409A. If a distribution
is delayed pursuant to Section 409A, the distribution shall be paid within 15 days after the end of the six-month period. If the Participant dies
during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of Key
Employees, including the number and identity of persons considered Key Employees and the identification date, shall be made by the
Committee or its delegate each year in accordance with Code Section 416(i) and the “specified employee” requirements of Code Section 409A.

(c) Change of Control – Restricted Stock Units. Upon a Change of Control, outstanding Restricted Stock Units shall vest and be payable
in accordance with Section 4.2(a), provided that if a Restricted Stock Unit is subject to Code Section 409A, distributions with respect to such
Restricted Stock Unit shall be made in accordance with Code Section 409A. If required under Code Section 409A, the Restricted Stock Unit
shall vest as and to the extent provided in Section 4.2(a) with respect to the Change of Control, but distribution shall be made upon the earlier
of (i) the date of the Participant’s separation from service or (ii) the date on which the distribution would otherwise have been made upon
vesting of the Restricted Stock Unit had no Change of Control occurred. If distribution is delayed after a Change of Control, the Committee
may determine that (x) the Restricted Stock Unit will be converted into the right to receive the same consideration per Share as is payable to
the other stockholders of the Company upon the consummation of the Change of Control and (y) the cash consideration the Participant is
entitled to receive upon such conversion will be placed in an interest bearing account until paid upon the relevant date.

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(d) No Representations or Warranties. Notwithstanding anything in the Plan or any Award agreement to the contrary, each Participant
shall be solely responsible for the tax consequences of Awards under the Plan, and in no event shall the Company have any responsibility or
liability if an Award does not meet any applicable requirements of Code Section 409A. Although the Company intends to administer the Plan
to prevent taxation under Code Section 409A, the Company does not represent or warrant that the Plan or any Award complies with any
provision of federal, state, local or other tax law.

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Exhibit 10.24

MEADWESTVACO CORPORATION EXECUTIVE RETIREMENT PLAN

Amended and Restated


Effective January 1, 2009, except as otherwise provided
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TABLE OF CONTENTS

ARTICLE 1. INTRODUCTION 1
1.01. History of the Plan 1
1.02. Purposes of the Plan 1
1.03. Section 409A of the Internal Revenue Code of 1986, as Amended (“Section 409A”) 1
1.04. Appendices 2
1.05. Effective Date 3

ARTICLE 2. DEFINITIONS AND CONSTRUCTION 4


2.01. Definitions 4
2.02. Construction 7
2.03. Timing of Payments 8

ARTICLE 3. PARTICIPATION 9
3.01. Active Participation 9
3.02. Inactive Participation 9

ARTICLE 4. AMOUNT AND PAYMENT OF BENEFITS 10


4.01. Amount of Benefits 10
4.02. Normal and Early Retirement 10
4.03. Pre-2004 Participants 11
4.04. Form and Time of Benefit Payments to Participant 12
4.05. Disability 14
4.06. Pre-Retirement Death Benefits 14

ARTICLE 5. VESTING, NON-COMPETITION AND CHANGE OF CONTROL 16


5.01. Vesting 16
5.02. Forfeiture 16
5.03. Change of Control 17

ARTICLE 6. PLAN ADMINISTRATION 20


6.01. Plan Administrator 20
6.02. Interpretations 20
6.03. Elections and Designations 20
6.04. Funding Policy 20

ARTICLE 7. AMENDMENT, MERGER, AND TERMINATION OF PLAN 21


7.01. Amendment of the Plan 21
7.02. Termination of the Plan 21
7.03. Design Decisions 21

ARTICLE 8. MISCELLANEOUS PROVISIONS 22


8.01. Employment Rights Not Affected by Plan 22
8.02. Integration Clause 22
8.03. Doubt as to Identity 22

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8.04. Discretion to Accelerate Payments 22


8.05. Payment Medium 23
8.06. Obligations to Make Payments 23
8.07. Liability Limited 23
8.08. Overpayments 23
8.09. Incapacity and Minor Status 23
8.10. Assignment and Liens 23
8.11. Withholding Taxes 23
8.12. Titles and Headings Not to Control 24
8.13. Notice of Process 24
8.14. Governing Law and Limitation on Actions 24
8.15. Class Action Forum Selection Clause 24
8.16. Severability 25
8.17. Complete Statement of Plan 25

APPENDIX A. PARTICIPANTS WHO PARTICIPATED IN THE PRE-2004 PLAN AND WERE ACTIVE
PARTICIPANTS AS OF JANUARY 1, 2005

APPENDIX B. PARTICIPANTS WHO BECAME ACTIVE PARTICIPANTS ON JANUARY 29, 2004

APPENDIX C. NONQUALIFIED DEFERRED COMPENSATION PLANS MERGED INTO


THE MEADWESTVACO CORPORATION RETIREMENT
RESTORATION PLAN

APPENDIX D. PROVISIONS FOR PARTICIPANTS WITH PRE-AJCA BENEFITS

APPENDIX E. TERMS OF THE PRE-2004 PLAN

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ARTICLE 1. INTRODUCTION

1.01. HISTORY OF THE PLAN


(a) The Mead Corporation and Westvaco Corporation became wholly owned subsidiaries of MW Holding Corporation, the name of which
was subsequently changed to MeadWestvaco Corporation, effective January 29, 2002. In connection with this event, MeadWestvaco
Corporation (the “Company”) assumed sponsorship of the benefit plans maintained by the Mead Corporation and Westvaco
Corporation.
(b) Before the events described in Section 1.01(a) above, the Mead Corporation sponsored a supplemental executive retirement plan for its
eligible employees and the eligible employees of certain of its subsidiaries, known as the Mead Corporation Supplemental Executive
Retirement Plan (the “Mead SERP”).
(c) The Board of Directors of the Company adopted resolutions in 2004 providing for participation by certain senior executives of the
Company and its Affiliates in a supplemental executive retirement plan having terms approved by the Compensation and Organizational
Development Committee of the Board of Directors. The Board of Directors further authorized certain officers of the Company, including
the Chief Executive Officer, to take all actions deemed by such officers to be necessary or appropriate to effectuate the resolutions. The
Mead SERP has been amended and restated in accordance with these resolutions and has been renamed as the MeadWestvaco
Corporation Executive Retirement Plan (the “Plan”).
(d) Effective January 1, 2007, the Plan was frozen to new entrants. As a result of this freeze, no individual who was not a Participant in the
Plan as of December 31, 2006 shall be a Participant in the Plan.

1.02. PURPOSES OF THE PLAN


(a) The purposes of the Plan are to attract mid-career senior executive hires, retain talented senior executives, and provide recognition to
long-service senior executives by providing them with competitive supplementary retirement income, in addition to that provided under
the Company’s tax-qualified and other non-qualified defined benefit plans.
(b) The Plan is intended to be and shall be operated and administered as a plan primarily providing deferred compensation to a “select group
of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), or 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and shall not be subject to the participation and vesting requirements,
funding provisions, or the fiduciary duty rules of ERISA.

1.03. S ECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“SECTION 409A”)
(a) Effective January 1, 2005, with respect to any individual who is an Active Participant in the Plan after January 29, 2004:
(1) All benefits under the Plan shall be subject to the requirements of Section 409A.
(2) The Plan shall comply with the requirements of, and shall be operated, administered, and interpreted in accordance with
Section 409A;
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(3) For the period from January 1, 2005 through December 31, 2008, the Company and the Plan Administrator had sole discretion to
override the terms set forth in the plan document for the Plan to the extent that the Company or the Plan Administrator determined
to be necessary or appropriate to comply with a good-faith, reasonable interpretation of the requirements of Section 409A.
(4) If the Company determines that any provision of the Plan is or might be inconsistent with the restrictions imposed by Section 409A,
such provision shall be deemed to be amended to the extent that the Company and the Plan Administrator determines is necessary
to bring it into compliance with the requirements of Section 409A. Any such deemed amendment shall be effective as of the earliest
date such amendment is necessary under Section 409A.
(b) No provision in the Plan shall be interpreted or construed to (1) create any liability for the Company or any Affiliate, or any of their
employees, officers, directors, or other service providers, related to a failure to comply with Section 409A, or (2) transfer any liability for a
failure to comply with section 409A from a Participant or other individual to the Company or any Affiliate, or any of their employees,
officers, directors, or other service providers.
(c) The provisions of this restatement of the Plan, including the requirement to comply with Section 409A, shall not apply with respect to
any individual who was not an Active Participant in the Plan after January 29, 2004. All benefits payable to any individual who was an
Inactive Participant as of January 29, 2004 (as listed in Appendix D) shall be paid in accordance with the terms of the Pre-2004 Plan, which
are reproduced at Exhibit E. With respect to such Inactive Participants:
(1) The terms of the Pre-2004 Plan shall not be “materially modified” (within the meaning of Section 885(d)(2)(B) of the American Jobs
Creation Act of 2004), whether by amendment to the Plan or otherwise, unless (and only to the extent that) the amendment or other
action that would materially modify the Plan expressly states that it is intended to constitute a “material modification” of the Plan
with respect to such Inactive Participants; and
(2) Unless expressly stated otherwise, any amendment or other action that would be deemed to constitute a “material modification”
with respect to such Inactive Participants shall be null and void.

1.04. APPENDICES
The Plan includes the following Appendices:
(a) Appendix A lists Active Participants who participated in the version of the Plan that was in effect before January 29, 2004, their service as
of December 31, 2004 (“Years of Appendix A Service”), and the amount of their Grandfathered Benefits (as defined in Section 2.01(o) and
Grandfathered CIC Benefits (as defined in Section 2.01(p)).
(b) Appendix B lists individuals who became Participants in the Plan on January 29, 2004.
(c) Appendix C lists the nonqualified deferred compensation plans that have been merged into the MeadWestvaco Corporation Retirement
Restoration Plan.
(d) Appendix D lists individuals who were Inactive Participants as of January 29, 2004.

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(e) Appendix E sets forth the terms of the Plan that were in effect on January 28, 2004 (the “Pre-2004 Plan”).

1.05. EFFECTIVE DATE


Unless a particular provision of the Plan specifies a different effective date for that provision, this restatement of the Plan shall be effective
January 1, 2009. Except as expressly provided in this restatement of the Plan (including Section 1.03(a)(3)), the benefits payable to any
individual who ceased to be an Active Participant before January 1, 2009, shall be determined in accordance with the terms of the Plan in effect
as of the individual’s Termination Date.

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ARTICLE 2. DEFINITIONS AND CONSTRUCTION

2.01. DEFINITIONS
For purposes of the Plan, unless the context clearly or necessarily indicates the contrary, the following words and phrases shall have the
meaning set forth in the definitions below:
(a) “Actual Commencement Date” shall mean, for any Participant, the later of (1) the first day of the seventh month that begins after his
Termination Date or (2) the first day of the month coincident with or next following his 55th birthday.
(b) “Affiliate” shall mean, with respect to each Employer, any person or entity that is required to be combined with such Employer as a
single employer under Section 414(b) or (c) of the Code, except that the 80 percent ownership standard prescribed by Section 1563(a)(1),
(2), and (3) of the Code and Treas. Reg. § 1.414(c)-2 shall be replaced with a 50 percent ownership standard.
(c) “All-MERP Benefit” shall have the meaning set forth in Section 4.03(b)(1).
(d) “Authorized Party” shall mean, (1) for the Chief Executive Officer and any Participant who reports directly to the Chief Executive Officer,
the Committee, and (2) for any Participant who does not report directly to the Chief Executive Officer, the Chief Executive Officer or his
designee.
(e) “Board of Directors” shall mean the Board of Directors of the Company.
(f) “Cause” shall mean:
(1) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or Affiliates
(other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial
performance is delivered to the Participant by the Authorized Party which specifically identifies the manner in which the Authorized
Party believes that the Participant has not substantially performed the Participant’s duties;
(2) the willful engaging by the Participant in illegal conduct or gross misconduct; or
(3) a clearly established violation by the Participant of the Company’s Code of Conduct that the Authorized Party determines to be
materially and demonstrably injurious to the Company or any Affiliate;
provided that no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done,
by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon
the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the
Company.

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(g) “Change of Control” shall have the meaning set forth in Section 5.03. This definition of Change of Control is different than the Pre-2004
Plan’s definition of “Change in Control,” which is set forth in Section E-10.3.
(h) “Chief Executive Officer” shall mean the chief executive officer of the Company.
(i) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(j) “Committee” shall mean the Compensation and Organizational Development Committee of the Board of Directors.
(k) “Company” shall mean MeadWestvaco Corporation, a Delaware corporation.
(l) “Early Retirement Date” for a Participant shall mean his 62nd birthday.
(m) “Employer” shall mean the Company and any Affiliate that, with the consent of the Board of Directors, has adopted the Plan. For
purposes of Section 2.01(jj), the term “Employer” shall include the Mead Corporation and Westvaco Corporation.
(n) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
(o) “Grandfathered Benefit” shall mean, for any Participant listed in Appendix A, the “Grandfathered Benefit” for such Participant set forth
in Appendix A. (Persons not listed in Appendix A do not have Grandfathered Benefits.) A Participant’s Grandfathered Benefit is based
on the benefit he would have received under the terms of the Pre-2004 Plan (disregarding any required offset for benefits earned any plan
maintained by a previous employer) if he had: (A) terminated employment involuntarily without Cause on December 31, 2004; and
(B) begun receiving his benefit on the first day of the month coincident with or next following his 62nd birthday (or December 31, 2004, if
later).
(p) “Grandfathered CIC Benefit” shall mean, for any Participant, the “Grandfathered CIC Benefit” for such Participant set forth in Appendix
A. (Persons not listed in Appendix A do not have Grandfathered CIC Benefits.) A Participant’s Grandfathered CIC Benefit is based on the
annual benefit he would have received under the terms of the Pre-2004 Plan (disregarding any required offset for benefits earned any plan
maintained by a previous employer) if a “Change in Control” (as defined in Section E-10.3) had occurred less than 24 months before
December 31, 2004 and he had terminated employment on December 31, 2004, if such benefit were paid in the form of a single-life annuity
commencing on the first day of the month coincident with or next following his 62nd birthday.
(q) “Nominal Commencement Date” shall mean, for any Participant, the first day of the month coincident with or next following the later of
(1) his Termination Date or (2) his 55th birthday.
(r) “Normal Retirement Date” for a Participant shall mean his 65th birthday.
(s) “Ongoing-SERP Benefit” shall have the meaning set forth in Section 4.03(b)(2).
(t) “Participant” shall mean an individual who satisfies the requirements for participation in the Plan in Section 3.01 and whose accrued
benefit under the Plan has not been forfeited or paid in full. An “Active Participant” shall mean a person who is an Active Participant as
described in Section 3.01 and an “Inactive Participant” shall mean a person who is an Inactive Participant as described in Section 3.02.

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(u) “PIA” shall mean the Participant’s Primary Insurance Amount, as defined in the applicable Qualified Plan.
(v) “Plan” shall mean the MeadWestvaco Corporation Executive Retirement Plan, as in effect and amended from time to time.
(w) “Plan Administrator” shall mean the plan administrator appointed pursuant to Section 6.01(a).
(x) “Plan FAP” shall mean a Participant’s “Final Average Pay” as defined in the applicable Qualified Plan, but calculated without regard to
the provisions of the applicable Qualified Plan implementing Section 401(a)(17) of the Code.
(y) “Plan Interest Rate” shall mean the interest rate that is required by the applicable Qualified Plan for purposes of converting a single-life
annuity to a lump-sum payment commencing as of the first day of the month coincident with or next following his Termination Date. If the
rate required by the Qualified Plan is determined by reference to a yield curve, the Plan Interest Rate shall mean the first segment of such
yield curve.
(z) “Pre-2004 Plan” shall mean the Plan as in effect as of January 28, 2004, as set forth in Appendix E.
(aa) “Qualified Plan” shall mean the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees, the
MeadWestvaco Corporation Envelope Division Retirement Plan for Salaried and Non-Bargained Employees and any other “defined
benefit plan” (as defined in Section 3 of ERISA) sponsored by the Company or an Affiliate that is qualified under Section 401(a) of the
Code and that is designated by the Board of Directors or the Committee as a “Qualified Plan” for purposes of this Plan. For purposes of
Section 4.01(a)(2) (and for any other purposes established by the Board of Directors or the Committee in accordance with the preceding
sentence), the term “Qualified Plan” shall include the MeadWestvaco Corporation Retirement Plan for Bargained Hourly Employees.
(bb) “Qualified Plan Assumptions” shall mean the actuarial tables and interest rates (including variations that apply for specific purposes,
such as converting benefits to a lump sum amount) set forth in the most recent Qualified Plan covering the Participant for purposes of
calculating actuarial equivalence and present value.
(cc) “Retirement Plan” shall mean the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees or
any successor thereto.
(dd) “Spouse” shall have the meaning set forth in the applicable Qualified Plan.

(ee) “Termination Date” means the date of an individual’s “separation from service” (within the meaning of section 409A(a)(2)(A)(i) of the
Code) with MeadWestvaco and its Affiliates, as determined by MeadWestvaco in accordance with Treas. Reg. § 1.409A-1(h)(1). For
purposes of the Plan:
(1) An individual who is on a leave of absence (with the expectation that he will return) and does not have a statutory or contractual
right to reemployment shall be deemed to have had a “separation for service” on the first date that is more than six months after the
commencement of such leave of absence. However, if the leave of absence is due to any medically determinable physical or mental
impairment that can be expected to last for a continuous period of six months or more, and such

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impairment causes the individual to be unable to perform the duties of his position of employment or any substantially similar
position of employment, the preceding sentence shall be deemed to refer to a 29-month period rather than to a six-month period;
and
(2) A sale of assets to an unrelated buyer that results in an individual working for the buyer or one of its affiliates shall not, by itself,
constitute a “separation from service” for such individual unless MeadWestvaco, with the buyer’s written consent, so provides in
writing 60 or fewer days before the closing of such sale.
(ff) “Totally and Permanently Disabled” shall have the same meaning as under the last Qualified Plan covering the Participant.
(gg) “Vested Benefit” shall mean a Participant’s benefit under Sections 4.01 and 4.02, or Section 4.03, as applicable, that has become vested
under Section 5.01 or Section 4.05(b) and has not been forfeited under Section 5.02 or any other provision of the Plan.
(hh) “Years of Appendix A Service” shall mean, with respect to a Participant listed in Appendix A, the number of years of service (in years
and months) through December 31, 2003 shown for the Participant in Appendix A.
(ii) “Years of Benefit Service” shall mean the Participant’s “Years of Benefit Service” under the applicable Qualified Plan; provided that a
Participant who becomes an Inactive Participant and does not subsequently become an Active Participant shall not accrue Years of
Benefit Service for the period after he ceased to be an Active Participant.
(jj) “Years of Plan Benefit Service” shall mean, for any Participant who is an Active Participant on or after September 1, 2006, the
Participant’s Years of Benefit Service; provided that the Participant’s Years of Plan Benefit Service shall not exceed the number
determined by subtracting 30 from his age (in years and completed months) on the date he commenced employment with the Employer or
an Affiliate.
(kk) “Years of Plan Vesting Service” shall mean the Participant’s “Years of Benefit Service” under the Qualified Plan.

2.02. CONSTRUCTION
For purposes of the Plan, unless the contrary is clearly indicated by the context:
(a) The use of the masculine gender shall also include within its meaning the feminine and vice versa;
(b) The use of the singular shall also include within its meaning the plural and vice versa;
(c) The word “include” shall mean to include, but not to be limited to; and
(d) Any reference to a statute or section of a statute shall further be a reference to any successor or amended statute or section, and any
regulations or other guidance of general applicability issued thereunder.

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2.03. TIMING OF PAYMENTS


(a) The phrase “as soon as practicable after” or any similar phrase shall mean the earliest administratively practicable date after the relevant
date or event; provided that, in accordance with Treas. Reg. § 1.409A-3(b), such date shall be no later than the later of (1) the last day of
the calendar year in which the relevant date or event occurs or (2) the 90th day following the occurrence of the relevant date or event.
(b) To the extent that any payment under the Plan may be made within a specified number of days, or as soon as practicable, on or after any
date or the occurrence of any date or event, the date of payment shall be determined by the Company in its sole discretion, and not by
any Participant, beneficiary, or other individual.

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ARTICLE 3. PARTICIPATION

3.01. ACTIVE PARTICIPATION


(a) The persons listed in Appendix A (all of whom accrued benefits under the Pre-2004 Plan) who are employed by the Employer on
January 29, 2004 shall continue to be Active Participants as of January 29, 2004.
(b) Any other senior executive of the Employer who has been designated as eligible to participate in the Plan by a resolution adopted by the
Committee shall become an Active Participant as of the date set forth in such resolution. The persons listed in Appendix B became
Active Participants on January 29, 2004.
(c) An Active Participant shall remain an Active Participant until the earlier of (1) his Termination Date or (2) such date as of which the
Committee determines that he is no longer eligible to accrue benefits under the Plan.
(d) No individual who is a “Cash Balance Participant” (as defined in an applicable Qualified Plan) shall be eligible to participate in the Plan.

3.02. INACTIVE PARTICIPATION


(a) An Active Participant shall become an “Inactive Participant” as of the date he ceases to be an Active Participant in accordance with
Section 3.01(c).
(b) The persons listed in Appendix D who are no longer accruing benefits under the Plan on January 29, 2004 shall continue to be Inactive
Participants as of January 29, 2004.
(c) An Inactive Participant shall remain an Inactive Participant for so long as his benefits under the Plan have not been paid.

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ARTICLE 4. AMOUNT AND PAYMENT OF BENEFITS

4.01. AMOUNT OF BENEFITS


(a) Unless he is listed in Appendix A (in which case Section 4.03 applies), the amount of the benefit under the Plan for any Participant who is
an Active Participant on or after September 1, 2006, expressed as an annual amount payable beginning on the first day of the month
coincident with or next following his Normal Retirement Date (or the first day of the month coincident with or next following his
Termination Date, if later), shall be equal to the amount determined under paragraph (1), below, less the sum of the amounts determined
under paragraphs (2) and (3), below, where:
(1) The amount determined under this paragraph (1) equals (A) minus (B), where—
(A) equals 1.6 percent of the Participant’s Plan FAP, multiplied by the sum, not to exceed 40, of (i) 75 percent of his Years of Plan
Benefit Service and (ii) his Years of Benefit Service; and
(B) equals 1.25 percent of his PIA multiplied by his Years of Benefit Service;
(2) The amount determined under this paragraph (2) equals the total amount determined to be payable to the Participant under the
Qualified Plans, expressed as an annual amount payable as a single-life annuity beginning on his Nominal Commencement Date, but
not including any restructuring or other supplemental benefits payable to the Participant under such Qualified Plans.
(3) The amount determined under this paragraph (3) equals the total amount, if any, determined to be payable to the Participant under
the MeadWestvaco Corporation Retirement Restoration Plan (the “RRP,” including benefits accrued under any of the plans listed
in Appendix C, which were merged into the RRP), and expressed as an annual amount payable as a single-life annuity beginning on
his Nominal Commencement Date.
(b) For purposes of Section 4.01(a), the amount payable to a Participant under the Qualified Plans and the RRP shall be determined without
regard to any qualified domestic relations order (as defined in Section 414(p)(1)(A) of the Code) or other order or settlement agreement
that reduces or divides the Participant’s benefit under such plans.

4.02. NORMAL AND EARLY RETIREMENT


Unless he is listed in Appendix A (in which case Section 4.03 applies):
(a) A Participant whose Termination Date occurs on or after his Normal Retirement Date shall be entitled to receive his Vested Benefit under
the Plan (if any) at the time and in the manner prescribed by Section 4.04 without any reduction for early commencement of benefits or
any increase for late commencement of benefits (except as required by Section 4.04(a) with respect to delayed payments).
(b) A Participant whose Termination Date occurs before his Normal Retirement Date, and who attains the Rule of 80 before his Termination
Date, shall be entitled to receive his Vested Benefit (if any) at the time and in the manner prescribed by Section 4.04, but subject to the
following:
(1) If the Participant’s Termination Date occurs on or after his Early Retirement Date, such Vested Benefit shall be paid without any
reduction for early commencement of benefits.

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(2) If the Participant’s Termination Date occurs before his Early Retirement Date, the amount determined under Section 4.01(a)(1) shall
be reduced by 0.25 percent for each month by which his Nominal Commencement Date precedes the first day of the month
coincident with or next following his Early Retirement Date; provided, however, that the reduction required by this paragraph shall
be no greater than 21 percent.
(c) A Participant whose Termination Date occurs before his Normal Retirement Date, and who does not attain the Rule of 80 before his
Termination Date, shall be entitled to receive his Vested Benefit (if any) at the time and in the manner prescribed by Section 4.04, but
subject to the following:
(1) The amount determined under Section 4.01(a)(1) shall be reduced pursuant to the rules applicable to him under Section 5.2(a) of the
Retirement Plan (including the proviso for any Participant who terminates employment with 20 or more Years of Benefit Service and
after he has attained age 55), or any successor provision thereto (or the comparable provision of the applicable Qualified Plan, if the
Retirement Plan is not the applicable Qualified Plan with respect to him).
(2) The amount of the reduction required by paragraph (1), above, shall be calculated as if the Participant’s benefit commencement date
were his Nominal Commencement Date.
(d) For purposes of this Article 4:
(1) A Participant attains the “Rule of 80” when the sum of his Age and Rule of 80 Service equals 80.
(2) A Participant’s “Age” shall mean his complete years of age, plus the number of complete and partial calendar months starting after
his most recent birthday, divided by 12.
(3) “Rule of 80 Service” shall mean the Participant’s Years of Plan Vesting Service under the applicable Qualified Plan.

4.03. PRE-2004 PARTICIPANTS


This Section 4.03 shall apply only to Participants listed in Appendix A.
(a) Notwithstanding any provision of Section 4.01 or 4.02, the benefits of a Participant listed in Appendix A shall be as follows:
(1) If the Participant’s Termination Date occurs on or after his Normal Retirement Date and after his benefit under the Plan becomes
vested under Section 5.01(a) or (b), the amount of his benefit shall equal the greatest of: (A) the Participant’s All-MERP Benefit;
(B) the Participant’s Grandfathered Benefit; or (C) the Participant’s Average Benefit.

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(2) If the Participant’s Termination Date occurs before his Normal Retirement Date but after his benefit under the Plan becomes vested
under Section 5.01(a) or (b), the amount of his benefit shall equal the greatest of:
(A) The Participant’s All-MERP Benefit, reduced by applying the rules set forth in Section 4.02(b) through (d);
(B) The Participant’s Grandfathered Benefit, without any adjustment to account for termination of employment before or after
age 62; or
(C) The average of (i) and (ii), where:
(i) equals the greater of (I) the amount determined under subparagraph (A), above; and (II) the amount determined under
subparagraph (B), above; and
(ii) equals the Participant’s Ongoing-SERP Benefit, reduced by applying Section E-4.2, based on the assumption that his
benefit commencement date is his Nominal Commencement Date.
(3) If the Participant’s Termination Date occurs before his benefit under the Plan becomes vested under Section 5.01(a) or (b), but after
his Grandfathered Benefit becomes vested under Section 5.01(c), he shall receive his Grandfathered Benefit, without any adjustment
to account for termination of employment before or after age 62.
(b) For purposes of this Section 4.03:
(1) A Participant’s All-MERP Benefit equals the amount described in Section 4.01(a).
(2) A Participant’s Ongoing-SERP Benefit equals the amount determined by applying Section E-3 (not including Section E-3.3) to the
Participant’s Final Average Earnings (as defined in Section E-3.4) as of his Termination Date.
(3) A Participant’s Average Benefit equals the average of the amounts in subsections (A) and (B), where:
(A) equals the greater of (i) the Participant’s All-MERP Benefit; or (ii) the Participant’s Grandfathered Benefit; and
(B) equals the Participant’s Ongoing-SERP Benefit.

4.04. FORM AND TIME OF BENEFIT PAYMENTS TO PARTICIPANT


(a) Participants Not Listed in Appendix A. The Vested Benefit, if any, of a Participant not listed in Appendix A shall be paid in the annuity
form in which his benefit under the MeadWestvaco Corporation Retirement Restoration Plan (the “RRP”) is paid, commencing on the
Participant’s Actual Commencement Date.
(1) The first payment to any such Participant shall include the sum of all payments (if any) that would have been made up to his Actual
Commencement Date if payments had commenced on his Nominal Commencement Date, plus interest on the delayed payments at
the Plan Interest Rate.

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(2) If a Participant is not eligible to receive an annuity under the RRP, his benefit shall be paid in any annuity form permitted under the
RRP, as elected by the Participant in accordance with the annuity election provisions of the RRP.
(b) Participants Listed in Appendix A. The Vested Benefit, if any, of a Participant listed in Appendix A shall be paid at the time and in the
form set forth below:
(1) The Participant’s Grandfathered Benefit (if vested) shall be paid in the following form, as long as the Participant is living:

Participant Form an d Tim e of Paym e n t


William J. Biedenharn (per election made in 2007) • Monthly installments, each equal to 1/12th of the Participant’s
monthly Grandfathered Benefit (without reduction for
commencement before age 62), starting on the Participant’s
Actual Commencement Date and continuing through the earlier
of (a) the month in which he dies or (b) the month in which he
attains age 62. The first payment shall include the sum of all
payments that would have been made up to his Actual
Commencement Date if payments had commenced on his
Nominal Commencement Date, plus interest on the delayed
payments at the Plan Interest Rate; and
• If the Participant is living, a lump-sum payment on the first day
of the first month that starts after his 62nd birthday.
Dr. Jack C. Goldfrank Lump sum on his Actual Commencement Date.
Gary M. Curtis Lump sum on the first day of the month coincident with or next
James C. Tyrone following the Participant’s 62nd birthday.
Mark T. Watkins • If the Participant’s Termination Date occurs on or after his 62nd
Neil A. McLachlan birthday, a lump sum on his Actual Commencement Date, with
(per election made in 2008) interest at the Plan Interest Rate for the period from his Nominal
Commencement Date to his Actual Commencement Date.
• If the Participant’s Termination Date occurs before his 62nd
birthday:
• Monthly installments, each equal to 1/12th of the
Participant’s monthly Grandfathered Benefit (without
reduction for commencement before age 62), starting on
the Participant’s Actual Commencement Date and
continuing through the earlier of (a) the month in which
he dies or (b) the month in which he attains age 62. The
first payment shall include the sum of all payments that
would have been made up to his Actual Commencement
Date if payments had commenced on his Nominal
Commencement Date, plus interest on the delayed
payments at the Plan Interest Rate; and
• If the Participant is living, a lump-sum payment on the
first day of the first month that starts after his 62nd
birthday.

Except as otherwise provided in Appendix A, the amount of any lump-sum payment required by the schedule above shall be equal
to:
(A) The actuarial present value (determined using the Qualified Plan Assumptions) of the Participant’s Grandfathered Benefit
determined as of the later of (i) the first day of the month next following the Participant’s 62nd birthday or (ii) the
Participant’s Nominal Commencement Date; plus

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(B) Interest at the rate required by subparagraph (A), above, for any period from the later date described in subparagraph (A),
above, to the date on which the lump-sum payment is actually made; minus
(C) The sum of the monthly Grandfathered Benefit payments previously made to him and interest on each such monthly
payment, at the rate required by subparagraph (A), above, from the date of the monthly payment to the date on which the
lump-sum payment is made.
(2) The portion (if any) of the Participant’s Vested Benefit that exceeds the value of the Participant’s Grandfathered Benefit shall be
paid at the time and in the form prescribed by Section 4.04(a).
(c) Continuing Payments after Rehire. The form and time of payment of benefits to any Participant who has had a Termination Date shall not
be affected in any way by a subsequent rehire. For example, payments that are required by the schedule set forth in this Section 4.04 shall
not be suspended or otherwise delayed by reason of a Participant’s rehire.

4.05. DISABILITY
If a Participant becomes Totally and Permanently Disabled, then:
(a) If, with or without reasonable accommodation, he is unable to continue working in his then-current position, he shall become an Inactive
Participant pursuant to Sections 3.01(c) and 3.02(a);
(b) If he has not satisfied the vesting requirements set forth in Section 5.01 and he remains Totally and Permanently Disabled, his benefit
under the Plan shall become 100 percent vested as of the later of (i) his 55th birthday or (ii) his Termination Date; and
(c) He shall receive his Vested Benefit under the Plan in the form prescribed by Section 4.04, commencing on his Actual Commencement
Date.

4.06. PRE-RETIREMENT DEATH BENEFITS


(a) Death Before Nominal Commencement Date; Not Vested. Except as required by subsection (f), below (with respect to Grandfathered
Benefits), if a Participant’s death occurs before his Nominal Commencement Date and (1) he has not completed at least five Years of Plan
Vesting Service or (2) his Termination Date occurs before his 55th birthday and before his death, his benefit shall be forfeited and no
death benefit shall be paid under the Plan with respect to him.
(b) Death Before Nominal Commencement Date; Vested and Married. If a Participant has completed five or more Years of Plan Vesting
Service and either (i) dies before his Termination Date or (ii) reaches age 55 before his Termination Date and dies before his Nominal
Commencement Date, his surviving Spouse (if any) shall receive a preretirement death benefit under the Plan, commencing on the first
day of the month next following the Participant’s death (or as soon as practicable thereafter), and calculated as follows:
(1) If the Participant’s Termination Date occurred on or after his 55th birthday, his Spouse shall receive a preretirement survivor
annuity, calculated in the same manner as the qualified preretirement survivor annuity payable to such Spouse under
Section 7.1(a)(i) of the Retirement Plan (pre-retirement survivor pension if participant

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dies at age 55 or older) or any successor provision thereto (or the comparable provision of the applicable Qualified Plan, if the
Retirement Plan is not the applicable Qualified Plan with respect to the Participant).
(2) If the Participant’s death occurs before his 55th birthday (and before his Termination Date), his Spouse shall receive a preretirement
survivor annuity, calculated in the same manner as the qualified retirement survivor annuity payable to such Spouse under
Section 7.1(a)(ii) of the Retirement Plan (pre-retirement survivor pension if participant dies before age 55) or any successor
provision thereto (or the comparable provision of the applicable Qualified Plan, if the Retirement Plan is not the applicable Qualified
Plan with respect to the Participant).
For purposes of the Plan, a Participant who dies before his Termination Date shall be deemed to have a Termination Date immediately
after his death.
(c) Death Before Nominal Commencement Date; Vested but Not Married. If a Participant meets all of the requirements set forth in
Section 4.06(b) except that he does not have a Spouse at the time of his death, the benefit set forth in Section 4.06(b) shall be payable to a
living beneficiary elected by the Participant in accordance with procedures established by the Plan Administrator. The death benefit
described in this Section 4.06(c) shall not be paid on behalf of any Participant with respect to whom the Plan Administrator (or its
designee) determines there is no valid beneficiary election (on the form designated by the Plan Administrator) on file.
(d) Death After Nominal Commencement Date but Before Actual Commencement Date. If a Participant with a Vested Benefit dies after his
Nominal Commencement Date but before his Actual Commencement Date, the Company shall pay to the Participant’s estate an amount
equal to (1) the sum of the payments that would have been made to the Participant before his death if payments had started on his
Nominal Commencement Date, plus (2) interest on each payment, at the Plan Interest Rate, from the date on which the payment would
have been made if payments had commenced on the Participant’s Nominal Commencement Date to the actual payment date. In addition, if
any portion of the Participant’s Vested Benefit was scheduled to be paid in the form of an annuity with a survivor benefit, such survivor
benefit shall be paid in accordance with the terms of the annuity form.
(e) Death After Actual Commencement Date. Except as required by subsection (f), below (with respect to Grandfathered Benefits), if a
Participant dies after his Actual Commencement Date, no death benefit shall be paid on the Participant’s behalf unless payment of any
portion of the Participant’s Vested Benefit had commenced in the form of an annuity with a survivor benefit. If payment of any portion of
the Participant’s benefit had commenced in the form of an annuity with a survivor benefit, such survivor benefit shall be paid in
accordance with the terms of the annuity form.
(f) Grandfathered Death Benefit for Appendix A Participants. If (and only if) (1) a Participant listed in Appendix A dies before the
commencement date for his Grandfathered Benefit, (2) the provisions of subsections (a)-(e), above, do not provide for any death benefit
with respect to a Participant’s Grandfathered Benefit, and (3) the Participant is survived by a Spouse who satisfies the eligibility criteria
set forth in Section E-9.1, such surviving Spouse shall receive a pre-retirement death benefit with respect to the Participant’s
Grandfathered Benefit, calculated in accordance with subsection (b), above.

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ARTICLE 5. VESTING, NON-COMPETITION AND CHANGE OF CONTROL

5.01. VESTING
Except as otherwise required by Section 4.06 or Section 5.02:
(a) A Participant shall become 100 percent vested in his benefit under the Plan if he attains age 55 before his Termination Date and he has
five or more Years of Plan Vesting Service.
(b) If a Participant’s Termination Date occurs by reason of an involuntary termination within 24 months after a Change of Control, he shall
become 100 percent vested in his benefit under the Plan as of his Termination Date.
(c) If the Termination Date of a Participant listed in Appendix A occurs under any of the following circumstances, he shall become 100
percent vested in his Grandfathered Benefit only:
(1) The Participant’s Termination Date occurs after his 55th birthday but before he has five Years of Plan Vesting Service;
(2) The Participant’s Termination Date occurs before his 55th birthday by reason of an involuntary termination that is not for Cause; or
(3) A “Change in Control” (as defined in Section E-10.3) occurs, in which case he shall become 100 percent vested in his Grandfathered
CIC Benefit (rather than in his Grandfathered Benefit).

5.02. FORFEITURE
(a) Forfeiture of Benefits. A Participant shall not have any right to a benefit or payment under the Plan if his benefit under the Plan
(including any benefit that has otherwise vested pursuant to Section 5.01) is forfeited under Section 5.02(a), (b) or (c), or Section 4.06. A
Participant shall forfeit any portion of his benefit under the Plan that is not vested in accordance with the terms of the Plan as of his
Termination Date, and such forfeiture shall not be reinstated if he is rehired unless provided otherwise in a resolution adopted by the
Committee.
(b) Termination for Cause. If a Participant’s employment with an Employer or Affiliate is terminated for Cause, his benefits under the Plan
shall be automatically and permanently forfeited.
(c) Competitive Activities, Solicitation, and Disparagement. If the Authorized Party determines that after a Participant’s Termination Date
but before the Participant has received his entire Vested Benefit and without the express prior written consent of the Authorized Party, a
Participant directly or indirectly, individually or as an agent, officer, director, employee, shareholder, partner or in any other capacity
whatsoever:
(1) has engaged, or is engaging, in any activity competitive with or adverse to the Employer’s or Affiliate’s businesses or in the sale,
distribution, production, or attempted sale, distribution or production, of any goods, products or services then sold or being
developed by any Employer or Affiliate;

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(2) personally engages in Competitive Activities or works for, owns, manages, operates, controls, or participates in the ownership,
management, operation or control of, or provides consulting or advisory services to, any individual, partnership, firm, corporation,
or institution engaged in Competitive Activities (provided that the Participant’s purchase or holding, for investment purposes, of
securities of a publicly traded company shall not constitute “ownership” or “participation in ownership” for purposes of this
Section 5.02(c)(2) so long as the Participant’s equity interest in any such company is less than a controlling interest);
(3) solicits, induces, or attempts to induce any of the Company’s or an Affiliate’s employees to leave the employ of such Company or
Affiliate;
(4) makes disparaging remarks with respect to the Company, an Affiliate, any of the Company’s or Affiliates’ products or businesses,
or any of the Company’s or Affiliates’ employees, directors, consultants, independent contractors, or other service providers;
(5) communicates or reveals any secret or confidential information, knowledge, or data related to the Company or an Affiliate, and their
respective businesses, except to the extent that the right to make such a communication or revelation is expressly protected by
applicable law; or
(6) otherwise violates the Company’s Code of Conduct in a manner that the Authorized Party determines to be materially and
demonstrably injurious to the Company,
such Participant’s benefits under the Plan shall be automatically and permanently forfeited and payment of such benefits to the
Participant or any other person, if commenced, shall cease.
For purposes of this Section 5.02(c), “Competitive Activity” shall mean a business activity relating to products or services of the same or
similar type as the products or services that (x) are sold (or, pursuant to an existing business plan, will or might be sold) to paying
customers of the Company or an Affiliate; and (y) for which the Participant had responsibility to plan, develop, manage, market, or
oversee within the prior 24 months or within the 24 months preceding his Termination Date.

5.03. CHANGE OF CONTROL


(a) For purposes of the Plan, a “Change of Control” shall mean, except as provided in subsection (b), below (relating to a Merger of Equals):
(1) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20 percent or more of either (i) the Outstanding Company Common Stock or (ii) the Outstanding Company Voting Securities;
provided, however, that the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i), (ii) and (iii) of Section 5.03(a)(3); or
(2) Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors; or

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(3) Consummation of a Business Combination unless, following such Business Combination: (i) all or substantially all of the
individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60
percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such
Resulting Corporation in substantially the same proportions as their ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding the Resulting Corporation and its affiliates or any employee benefit plan (or related trust) of the Resulting Corporation
and its affiliates) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of
common stock of the Resulting Corporation or the combined voting power of the then outstanding voting securities of the
Resulting Corporation except to the extent that such ownership existed with respect to the Company prior to the Business
Combination, and (iii) at least a majority of the members of the Resulting Board were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
(4) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(b) Notwithstanding any provision of subsection (a), above, a transaction or event shall not constitute a “Change of Control” if the
conditions of a Merger of Equals are met at all times from the date of the transaction or event until the first anniversary of such
transaction or event. If the conditions of a Merger of Equals are met at the time of the transaction or event, but cease to be met prior to
the first anniversary of such transaction or event, then such transaction or event shall constitute a Change of Control as of the date the
conditions of a Merger of Equals cease to be met. For purposes of this Section 5.03, the requirements of a “Merger of Equals” are that:
(1) the event or transaction is a Business Combination;
(2) at least 50 percent of the members of the Resulting Board are individuals who were members of the Incumbent Board at the time of
the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; and
(3) either (A) the position of chief executive officer of the Resulting Corporation is occupied by an individual who was employed by
the Company immediately before such Business Combination, or (B) a majority of the leadership positions reporting directly to the
chief executive officer of the Resulting Corporation are occupied by individuals who were employed by the Company immediately
before such Business Combination.
(c) For purposes of this Section 5.03:
(1) “Business Combination” shall mean a reorganization, merger, statutory share exchange or consolidation, or similar corporate
transaction involving the Company or any of its subsidiaries, or a sale or other disposition of all or substantially all of the assets of
the Company.

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(2) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(3) “Incumbent Board” shall mean the Board of Directors as of January 29, 2004, (the “Incumbent Board”); provided, however, that any
individual becoming a director subsequent to January 29, 2004 whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board.
(4) “Person” shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
(5) “Resulting Board” shall mean the board of directors of the Resulting Corporation.
(6) “Resulting Corporation” shall mean the corporation resulting from a Business Combination (including a corporation which as a
result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or
more subsidiaries).
(7) “Outstanding Company Common Stock” shall mean outstanding shares of the common stock of the Company as of the acquisition
described in Section 5.03(a)(1).
(8) “Outstanding Company Voting Securities” shall mean outstanding voting securities of the Company entitled to vote generally in
the election of directors as of the acquisition described in Section 5.03(a)(1).

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ARTICLE 6. PLAN ADMINISTRATION

6.01. PLAN ADMINISTRATOR


(a) The committee appointed by the Chief Executive Officer to administer the Retirement Plan shall also administer this Plan, unless the Chief
Executive Officer appoints different individuals to administer this Plan.
(b) The Plan Administrator shall adopt such procedures and rules as it deems necessary or advisable to administer the Plan, including
providing a claims procedure to provide adequate notice to any Participant or beneficiary whose claim is denied setting forth the specific
reasons for a denial, written in a manner calculated to be understood by such person and offering a reasonable opportunity for a full and
fair review of such denial by the appropriate individual or committee. In the absence of a separate written claims procedure, the claims
procedure under the Retirement Plan shall apply under the Plan.
(c) Any administrator under this Plan may employ one or more persons to render advice with regard to any responsibility such administrator
has under the Plan.
(d) All costs and expenses and fees of the Plan Administrator shall be borne by the Employer, which also shall bear all other costs and
expenses incurred in administering the Plan.

6.02. INTERPRETATIONS
All interpretations pertaining to facts or provisions of the Plan made by the Plan Administrator, the Authorized Party, or the Committee shall
be made in the complete and exclusive discretion of the Committee, the Plan Administrator, or the Authorized Party, as applicable, and shall be
binding and conclusive on all parties. The Plan Administrator shall have the complete and exclusive discretion to resolve ambiguities and
inconsistencies in the language of the Plan and to supply omissions in the language of the Plan.

6.03. ELECTIONS AND DESIGNATIONS


All elections and designations that Participants are required or permitted to make under the Plan shall be made in writing or electronically in the
form prescribed by the Plan Administrator (or its designees).

6.04. FUNDING POLICY


The Plan shall be unfunded and the benefits due under the Plan shall be payable, when due, from the general assets of the Employer or, in the
sole discretion of the Plan Administrator, from the assets of a specified trust, the assets of which shall be subject to the claims of the
unsecured creditors of the Employer. The Plan shall not be funded through a trust or other arrangement described in Section 409A(b)(1) of the
Code and no assets of the Company or any Affiliate shall become restricted in the manner described in Section 409A(b)(2) of the Code in
connection with a change in the financial health of the Company or any Affiliate, as described in Section 409A(b)(2) of the Code.

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ARTICLE 7. AMENDMENT, MERGER, AND TERMINATION OF PLAN

7.01. AMENDMENT OF THE PLAN


(a) The Company reserves the right, at any time and from time to time, to amend in whole or in part, either retroactively or prospectively, any
or all of the provisions of this Plan without notice to or the consent of any Participant or beneficiary hereunder; provided, however, that
no amendment shall have any retroactive effect to deprive any Participant of his vested benefit already accrued, other than an
amendment that the Company determines is necessary or appropriate to conform the Plan to mandatory provisions of applicable federal
or state laws, regulations, or rulings, or to secure or maintain favorable tax treatment of benefits accrued under the Plan.
(b) Any amendment of this Plan may be adopted by written resolution of the Board of Directors. In addition, the Chairman of the Board of
Directors, the Chief Executive Officer of the Company, the President of the Company, and the Senior Vice President of the Company with
responsibility for Human Resources may make any amendment in writing which: (1) may be necessary or desirable to improve the
administration of the Plan, so long as such amendment does not materially affect the substance of the Plan or the level of benefits the
Plan provides; or (2) may be required to comply with various federal and state laws (including tax laws that might result in any adverse tax
consequences to any Participant, Employer, or any of their Affiliates). All amendments shall be filed with the Secretary of the Company.

7.02. TERMINATION OF THE PLAN


(a) Although the Company expects to continue the Plan and any corresponding trust indefinitely, the Company reserves the right to
terminate either or both at any time in whole or in part without the consent of any Participant, surviving spouse, joint annuitant, alternate
payee or beneficiary hereunder. Such termination shall be effected by resolution of the Board of Directors.
(b) In the event of a termination or partial termination of the Plan, benefits under the Plan shall cease to accrue. However, service after the
termination date may count for vesting purposes and the form and time of payment of benefits under the Plan shall not change, unless
the Company determines that the change would not result in adverse tax consequences under section 409A of the Code (e.g., the change
is permitted by Treas. Reg. § 1.409A-3(j)(4)(ix)).

7.03. DESIGN DECISIONS


Decisions regarding the design of the Plan shall be made in a settlor capacity. The act of modifying, altering, amending, or terminating the Plan
and any corresponding trust shall be taken on behalf of the Company as employer sponsor of the Plan, and settlor of any trust, and shall not
be construed under any circumstance as an act taken in a fiduciary capacity under or with respect to the Plan.

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ARTICLE 8. MISCELLANEOUS PROVISIONS

8.01. EMPLOYMENT RIGHTS NOT AFFECTED BY PLAN


The adoption and maintenance of the Plan shall not be deemed to constitute a contract between the Employer and any employee or other
service provider. Nothing herein contained shall be deemed to give to any individual the right to be retained in the employ of the Employer or
to interfere with the right of the Employer to discharge any service provider.

8.02. INTEGRATION CLAUSE


No Participant, surviving spouse, beneficiary, alternate payee, or any other person shall be entitled to or have any vested right in or claim to a
benefit under the Plan, except as expressly provided herein. The Employer may from time to time issue to Participants one or more booklets or
brochures or make presentations summarizing the Plan. In the event of any conflict between the terms of the Plan document or any trust
agreement and the terms of any such booklets, brochures, and presentations summarizing the Plan, the terms of the Plan document and any
trust agreement shall control.

8.03. DOUBT AS TO IDENTITY


(a) If, after reasonable efforts, the Plan Administrator is unable to determine the whereabouts of any person entitled to payment hereunder,
the required payment to such person shall be deemed made at the time prescribed by the applicable payment schedule, and the Plan
Administrator shall take (or cause to be taken) all steps that it determines to be reasonably appropriate to avoid a violation of
Section 409A of the Code (e.g., withholding income taxes at the time of each deemed payment, and depositing the amount withheld with
the Internal Revenue Service). For purposes of the preceding sentence, notice by registered mail sent to such person’s most recent
address (as reflected in the Plan records) shall be deemed to constitute reasonable efforts to locate such person. Subject to the
requirements of Section 409A of the Code, if such person subsequently makes a proper claim to the Company for such sum, the Company
may in its discretion pay to such person the net amount (after withholding) of the deemed payment described in this Section 8.03.
(b) If a payment is made to a Participant, beneficiary, or former Spouse as provided under the Plan, the payment is not returned as being
undeliverable, and the check on which the payment is made is not presented for payment before such time as the check expires, then the
amount of the check may be forfeited. However, subject to the requirements of section 409A of the Code, if such Participant, Beneficiary,
or former Spouse subsequently makes a proper claim for the amount of the uncashed benefit check, the Company may in its discretion
issue a replacement check.

8.04. DISCRETION TO ACCELERATE PAYMENTS


Effective January 1, 2005, notwithstanding any other provision of the Plan, an Authorized Party shall have discretion to accelerate payments of
benefits under the Plan to the extent (and only to the extent) permitted by Treas. Reg. § 1.409A-3(j)(i) through (xiv). For example, payment may
be accelerated to the extent necessary to pay Federal Insurance Contributions Act (FICA) taxes under Sections 3101, 3121(a), and 3121(v)(2) of
the Code on benefits payable under the Plan.

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8.05. PAYMENT MEDIUM


All payments under this Plan shall be made in cash.

8.06. OBLIGATIONS TO MAKE PAYMENTS


Any obligation to make a payment under the Plan shall be an obligation of the Company; provided, however, that the Company may satisfy
any obligation hereunder by causing another party, such as an Affiliate or the trustee of an unsecured trust, to make the payment.

8.07. LIABILITY LIMITED


Except as otherwise provided by applicable law, no liability shall attach to or be incurred by the shareholders, directors, officers, or employees
of the Company or any Affiliate under or by reason of any of the terms and conditions contained in the Plan or in any of the contracts
procured pursuant thereto or implied therefrom.

8.08. OVERPAYMENTS
To the extent permitted by Section 409A of the Code, if any overpayment of benefits is made under the Plan, the amount of the overpayment
may be set off against further amounts payable to or on behalf of the person who received the overpayment until the overpayment has been
recovered. The foregoing remedy is not intended to be exclusive.

8.09. INCAPACITY AND MINOR STATUS


If any person is a minor or unable to care for his affairs because of illness or accident, unless a duly qualified guardian or other legal
representative has been appointed, any payment due from the Plan to that person may be paid, for the benefit of such person, to his spouse,
parent, brother, sister, or other person deemed by the Plan Administrator to have incurred expenses for such person. Such payment, to the
extent thereof, shall discharge all liability for such payment under the Plan.

8.10. ASSIGNMENT AND LIENS


(a) Subject to Section 8.10(b), the right of any person to any benefit or payment under the Plan shall not be subject to alienation, transfer,
assignment, or encumbrance, or otherwise subject to lien, and any such attempt to alienate, transfer, assign, or encumber any benefit or
payment under the Plan shall be null and void.
(b) Section 8.10(a) shall not apply to payments made pursuant to a qualified domestic relations order (as defined by Section 414(p)(1)(A) of
the Code) applicable to this Plan. Any domestic relations order shall be subject to the terms of the applicable Qualified Plan with respect
to any such order, except that all qualified domestic relations orders shall be construed and executed in a manner consistent with the
terms of the Plan and the requirements of Section 409A of the Code.

8.11. WITHHOLDING TAXES


The Plan Administrator may make any appropriate arrangements to deduct from all amounts paid under the Plan, or to collect, any taxes
reasonably determined to be required to be withheld under applicable laws. Irrespective of whether withholding is required, the Participant,
surviving spouse, beneficiary, or alternate payee, as the case may be, shall bear all taxes on amounts paid under the Plan, on any imputed
income resulting from the operation of the Plan, and on any other payments or compensation from the Company or an Affiliate.

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8.12. TITLES AND HEADINGS NOT TO CONTROL


The titles to articles and the headings of sections, subsections, paragraphs, and clauses in the Plan are placed herein for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

8.13. NOTICE OF PROCESS


In any action or proceeding involving the Plan, the Company and the Plan Administrator are the only necessary parties, and no Participant,
beneficiary, former Spouse, or other person having or claiming an interest under the Plan shall be entitled to any notice of process unless such
notice is required by applicable law.

8.14. GOVERNING LAW AND LIMITATION ON ACTIONS


(a) Effective July 17, 2006, the Plan shall be construed, administered, and regulated in accordance with the provisions of federal law, and, to
the extent not preempted thereby, in accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.
(b) No claim for non-payment or underpayment of benefits allegedly owed under the Plan (regardless of whether such benefits are allegedly
due under the terms of the Plan or by reason of any law) may be filed in court until the claimant has exhausted the claims review
procedures established in accordance with Section 6.01(b). Claims for underpayment of benefits must be filed in a court with jurisdiction
to hear the claim no later than 36 months after the date when the payment of the benefit commenced. Claims for non-payment of benefits
must be filed in a court with jurisdiction to hear the claim no later than 36 months after the date when the first payment was allegedly due.
The running of the 36 month limitations period shall be suspended during the time that any request for review of the claim pursuant to
Section 6.01(b) is pending before the Plan Administrator. The foregoing limitations period is expressly intended to replace and to
supersede any limitations period that might otherwise be deemed applicable under state or federal law in the absence of this Section 8.14.
Claims filed after the expiration of the limitations period prescribed by this Section 8.14 shall be deemed to be time-barred.

8.15. CLASS ACTION FORUM SELECTION CLAUSE


(a) To the fullest extent permitted by law, any lawsuit associated with a putative class action lawsuit relating in any way to the Plan or the
administration of the Plan shall be filed in one of the following jurisdictions: (1) the jurisdiction in which the Plan is principally
administered or (2) the jurisdiction in which the largest number of putative class members resides (or if that jurisdiction cannot be
determined, the jurisdiction in which the largest number of class members is reasonably believed to reside). If any such lawsuit is filed in
a jurisdiction other than the one described in the previous sentence, then the Plan, any Plan affiliates, and all alleged Plan participants
shall take all necessary steps to have the lawsuit removed to, transferred to, or re-filed in the jurisdiction described in the previous
sentence.
(b) This Section 8.15 does not relieve the Plan or any putative litigant or class member of any obligation existing under the Plan or by law to
exhaust administrative remedies (including the applicable claims procedures) before initiating litigation or to comply with the limitation of
actions provision set forth in Section 8.14(b).

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8.16. S EVERABILITY
If any provision of the Plan should be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

8.17. COMPLETE STATEMENT OF PLAN


This document is a complete statement of the Plan and, as of the effective date hereof, supersedes all prior plan documents.

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IN WITNESS WHEREOF the undersigned has executed this restatement of the Plan.

/s/ John A. Luke, Jr.


John A. Luke, Jr.
Chairman and Chief Executive Officer

APPROVALS

LAW DEPARTMENT

By /s/ John J. Carrara


John J. Carrara
Associate General Counsel and Assistant
Secretary

FILED: February 6, 2009

By /s/ Wendell L. Willkie, II


Wendell L. Willkie, II
Senior Vice President, General Counsel and
Secretary

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APPENDIX A

PARTICIPANTS WHO PARTICIPATED IN THE PRE-2004 PLAN


AND WERE ACTIVE PARTICIPANTS AS OF JANUARY 1, 2005

Grandfathe re d C IC
Be n e fit
(Expre sse d as an An n u al
S ingle -Life
Appe n dix A S e rvice Grandfathe re d Be n e fit An n u ity Be ginn ing at
(Ye ars of S e rvice (Expre sse d as an An n u al Late r of Age 62 or
Th rou gh De ce m be r 31, S ingle -Life An n u ity Te rm ination
Participant 2003)* Be ginn ing at Age 62)** of Em ploym e n t)
Mark T. Watkins 3.083 $ 54,306 $ 82,333
William J. Biedenharn 5.417 $ 79,831 $ 97,623
Neil A. McLachlan 4.917 $ 19,133 $ 58,969
Dr. Jack C. Goldfrank 9.417 $ 174,3991 $ 174,3991
Robert A. Feeser 3.583 $ 02 $ 02
Peter H. Vogel, Jr. 7.000 $ 03 N/A3
Gary M. Curtis4 21.500 $ 17,374 N/A
James C. Tyrone4 13.750 $ 14,730 N/A
* As set forth in Section 2.01(o) and (p), although Appendix A Service refers only to service through December 31, 2003, the Grandfathered
Benefit and Grandfathered CIC Benefit are based on the benefit the Participant would have received if he had terminated employment
involuntarily on December 31, 2004.
** If a Participant’s Termination Date occurs after a Change in Control (as defined in Section E-10.3) and before his 55th birthday, his
Grandfathered Benefit shall be replaced with his Grandfathered CIC Benefit.
1 The Grandfathered Benefit (if vested) shall be paid in the form prescribed by Section 4.04(b)(1).
When expressed in the form of a lump sum, the Grandfathered Benefit and Grandfathered CIC Benefit for Dr. Goldfrank shall be equal to
the amount set forth in Section D-3.01 of the January 29, 2004 restatement of the Plan (filed on February 28, 2006), which is $2,161,469 plus
interest for the period after December 31, 2004 until paid in full, at a rate of 5.06 percent per year.
2
Mr. Feeser’s age as of December 31, 2004, was 43.25 years. As a result of the reduction described in Section E-5.2(a), if Mr. Feeser had
terminated employment involuntarily on December 31, 2004, his benefit under the terms of the Pre-2004 Plan would have been $0.
3
Mr. Vogel terminated employment involuntarily (not for Cause) before age 55 on May 1, 2005, as a result of the Company’s divestiture of
its Papers group. The amount of his Grandfathered Benefit is $0 because the amount of the offsets required by Section E-3.2(b) and (c) is
greater than the amount described in Section E-3.2(a).
4
Messrs. Curtis and Tyrone terminated employment involuntarily (not for Cause) before age 55 on May 1, 2005, as a result of the
Company’s divestiture of its Papers group. As set forth in Section 5.01(c), each is entitled to receive his Grandfathered Benefit (but no
additional benefit) at the time required by Section 4.04(b)(1).
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APPENDIX B

PARTICIPANTS WHO BECAME ACTIVE


PARTICIPANTS ON JANUARY 29, 2004

Participant
John A. Luke
James A. Buzzard
Wendell L. Willkie, II
Linda V. Schreiner
Rita V. Foley*
James M. McGrane
Benjamin F. Ward
Richard N. Burton
David A. Reinhart
Daniel J. McIntyre**
* Ms. Foley terminated employment with a Termination Date before she reached age 55. Pursuant to Section 5.02(a) of the Plan, she
therefore does not have a right to any benefit or payment under the Plan.
** Mr. McIntyre terminated employment with the Employer and Affiliates before September 1, 2006, with fewer than five Years of Plan
Service. Pursuant to Section 5.02(a) of the Plan (as in effect at the time of Mr. McIntyre’s termination), he therefore does not have a right
to any benefit or payment under the Plan.
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APPENDIX C

NONQUALIFIED DEFERRED COMPENSATION PLANS


MERGED INTO THE
MEADWESTVACO CORPORATION RETIREMENT RESTORATION PLAN

1. The Mead Corporation Section 415 Excess Benefit Plan

2. The Mead Corporation Excess Earnings Benefit Plan

3. Westvaco Corporation Excess Benefit Plan

4. Westvaco Corporation Retirement Income Restoration Plan


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APPENDIX D

PARTICIPANTS WHO WERE INACTIVE


PARTICIPANTS ON JANUARY 29, 2004

Be n e fit (An n u al S ingle -


Participant Life An n u ity) Be n e fit C om m e n ce m e n t Date
Robinson $ 17,408 December 1, 2014
Rosetti $ 60,245 February 1, 2008
Simpson $ 110,162 September 1, 2003
Snowball $ 26,247 September 1, 2016

With respect to the Participants listed in this Appendix D, all rights and features set forth in the Pre-2004 Plan shall be preserved, except that
the right to an ECAP Credit in Lieu of a Distribution (as set forth in Section E-10.5) shall be available only if the required election was made
before January 1, 2005.
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APPENDIX E: TERMS OF THE PRE-2004 PLAN

TABLE OF CONTENTS

E-1. GENERAL E-1


E-1.1 History and Effective Date E-1
E-1.2 Purpose of Plan E-1
E-1.3 Purpose of Appendix E E-1
E-1.4 Plan Funding and Administration E-2
E-1.5 Applicable Law E-2
E-1.6 Gender and Number E-2
E-1.7 Assignment E-2
E-1.8 Notices E-2

E-2. PARTICIPATION E-2


E-2.1 Eligibility for Participation E-2
E-2.2 Participation Not Contract of Employment E-3

E-3. BASIC BENEFIT E-3


E-3.1 Eligibility for Basic Benefit E-3
E-3.2 Amount of Basic Benefit E-3
E-3.3 Form and Time of Payment of Basic Benefit E-3
E-3.4 Final Average Earnings E-3
E-3.5 Earnings E-4
E-3.6 Other Benefits E-4

E-4. EARLY BENEFIT E-4


E-4.1 Eligibility for Early Benefit E-4
E-4.2 Amount of Early Benefit E-5
E-4.3 Form and Time of Payment of Early Benefit E-5

E-5. PRE-AGE 55 BENEFIT E-5


E-5.1 Eligibility for Pre-Age 55 Benefit E-5
E-5.2 Amount of Pre-Age 55 Benefit E-5
E-5.3 Form and Time of Payment of Pre-Age 55 Benefit E-6
E-5.4 Involuntary Termination E-6
E-5.5 Termination for Cause E-6

E-6. DISABILITY BENEFIT E-7


E-6.1 Eligibility for Disability Benefit E-7
E-6.2 Amount of Disability Benefit E-7
E-6.3 Form and Time of Payment of Disability Benefit E-7

E-7. OPTIONAL FORMS OF BENEFIT E-7


E-7.1 Request for Optional Payment Form E-7
E-7.2 Optional Forms of Benefit Payment E-7
E-7.3 Limitations on Optional Forms of Payment E-8
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E-8. DEATH BENEFIT E-8


E-8.1 Eligibility for Death Benefit E-8
E-8.2 Amount of Death Benefit E-8
E-8.3 Beneficiary E-8

E-9. S POUSAL SURVIVOR BENEFIT E-9


E-9.1 Eligibility for Spousal Survivor Benefit E-9
E-9.2 Amount of Spousal Survivor Benefit E-9
E-9.3 Form and Time of Payment of Spousal Survivor Benefit E-9
E-9.4 Reduction for Spousal Survivor Benefit E-9

E-10. S PECIAL PROVISIONS AFFECTING PAYMENT OF BENEFITS E-10


E-10.1 Competition E-10
E-10.2 Termination for Cause E-10
E-10.3 Payments After a Change in Control E-10
E-10.4 Emergency Payments E-13
E-10.5 ECAP Credit in Lieu of Distribution E-13
E-10.6 Payment to Incapacitated Persons E-14
E-10.7 Withholding E-14

E-11. DISPUTE RESOLUTION E-14


E-11.1 Claims Procedures E-14
E-11.2 Records, Data and Information E-14

E-12. AMENDMENT AND TERMINATION E-14


E-12.1 Amendment and Termination E-14
E-12.2 Contingencies Affecting the Employers E-14
E-12.3 Protected Benefits E-14

E-ii
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E-1. GENERAL
E-1.1. History and Effective Date. Effective January 1, 1982, The Mead Corporation, an Ohio corporation (“Mead”) established The Mead
Corporation Supplemental Executive Retirement Plan, then known as “The Mead Management Income Parity Plan,” (the “Plan”). The Plan was
subsequently amended and restated, effective January 1, 1985, amended, effective November 1, 1986, October 1, 1987, October 28, 1989 and
February 28, 1991, again amended and restated, effective July 1, 1992, again amended and restated, effective January 1, 1997, and again
amended, effective January 25, 2002. Following the transactions described in Section 1.01(a) of the Plan, MeadWestvaco Corporation
(“MeadWestvaco”) assumed sponsorship of the Plan. This Appendix E sets forth the provisions of the Plan as in effect on January 28, 2004.

The Plan is intended to be a “top hat plan” (within the meaning of the Employee Retirement Income Security Act of 1974).

E-1.2. Purpose of Plan. The purpose of the Plan is to supplement the amount of the “Pension” (as defined in the MeadWestvaco
Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees, which is the successor to The Mead Retirement Plan) payable
from the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees (the “MeadWestvaco Retirement
Plan”) to or on account of certain executives of MeadWestvaco or of certain “Affiliates” (as defined below) of MeadWestvaco and, thereby,
enhance MeadWestvaco’s ability to:
(a) recruit mid-career executives;
(b) retain and motivate employed executives; and
(c) permit earlier than normal retirement of executives when it is found to be desirable.

The term “Affiliate” means any entity during the period that it is, along with MeadWestvaco, a member of a controlled group of corporations,
a controlled group of trades and businesses, an affiliated service group or any other entity designated by the Secretary of the Treasury as
described in sections 414(b), 414(c), 414(m), and 414(o), respectively, of the Internal Revenue Code of 1986 (the “Code”). MeadWestvaco and
any Affiliate designated by the Compensation and Organizational Development Committee of MeadWestvaco’s Board of Directors (the
“Committee”) and employing a “Participant” (as described in subsection E-2.1) hereunder are sometimes referred to below, individually, as an
“Employer” and, collectively, as the “Employers.”

E-1.3. Purpose of Appendix E. The purpose of this Appendix E is to set forth the terms of the Plan as in effect on January 28, 2004. This
Appendix E shall not be construed in a manner that results in a “material modification” (within the meaning of Section 885(d) of the American
Jobs Creation Act of 2004) of the Plan. Where a term of this Appendix E is inconsistent with any other provision of the Plan, the other
provision of the Plan shall govern.
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E-1.4. Plan Funding and Administration. The benefits payable under the Plan are unfunded and are payable, when due, from the general
assets of MeadWestvaco; provided, however, that MeadWestvaco, in its discretion, may establish or maintain a trust to pay such amounts,
which trust shall be subject to the claims of MeadWestvaco’s unsecured general creditors in the event of MeadWestvaco’s bankruptcy or
insolvency; and provided, further, that MeadWestvaco shall remain responsible for the payment of any such amounts which are not so paid
by any such trust. The Plan shall be administered by the Senior Vice President of MeadWestvaco with responsibility for human resources or
such other person as is hereafter named by the Committee (the “Administrator”) who shall have the rights, powers and duties with respect to
the Plan that are hereinafter set forth and the authority to establish such rules, regulations and interpretations with respect to the Plan as are
reasonably necessary to administer the Plan. Any such rules, regulations and interpretations shall be uniformly applied to all persons similarly
situated.

E-1.5. Applicable Law. The Plan will be construed and administered in accordance with the laws of the State of Ohio to the extent that
those laws are not preempted by the laws of the United States of America.

E-1.6. Gender and Number. Where the context admits, words in any gender include any other gender, words in the singular will include
the plural and words in the plural include the singular.

E-1.7. Assignment. No Plan right or interest of any person under the Plan shall be assignable or transferable, in whole or in part, either
directly or otherwise, including without limitation thereto, by execution, levy, attachment, garnishment, pledge or in any other manner, but
excluding transfers by reason of death or mental incompetency; no attempted assignment or transfer thereof shall be effective; and no such
right or interest shall be liable for, or subject to, any obligation or liability of any Participant or Beneficiary; except that a Participant may direct
that payments be made during his lifetime, when due, to a trust established by him and evidenced to the Administrator to be a trust created as
a grantor trust within the meaning of section 671 of the Code.

E-1.8. Notices. Any notice required or permitted to be given to any person under the Plan will be properly given if delivered or mailed,
postage prepaid, to that person at his last post office address as shown on his Employer’s records. Any notice to the Committee or the
Administrator shall be properly given if delivered or mailed, postage prepaid, to the Corporate Secretary of MeadWestvaco Corporation at its
principal place of business. Any notice required under the Plan may be waived by the person entitled to notice.

E-2. PARTICIPATION
E-2.1. Eligibility for Participation. Each individual who was a participant in the Plan on January 29, 2002 shall continue as a Participant,
subject to the terms and conditions of the Plan.

Subject to the terms and conditions of the Plan, an individual who has once become a Participant in the Plan shall continue as such,
notwithstanding his transfer to employment with an Employer in a non-designated job classification or with an Affiliate.

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E-2.2. Participation Not Contract of Employment. The Plan does not constitute a contract of employment and participation in the Plan will
not give any employee the right to be retained in the employ of the Employers or Affiliates nor give any person any right or claim to any
benefit under the terms of the Plan unless such right or claim has specifically accrued under the terms of the Plan.

E-3. BASIC BENEFIT


E-3.1. Eligibility for Basic Benefit. If a Participant’s employment with the Employers and the Affiliates is terminated (for a reason other
than his death) at or after he has attained age 62 years, he shall be entitled to receive a “Basic Benefit” in an amount determined pursuant to
the provisions of subsection E-3.2 and paid in the form and at the time provided in subsection E-3.3.

E-3.2. Amount of Basic Benefit. A Participant’s Basic Benefit is an amount that, when expressed as an annual amount payable as a single
life annuity commencing on the first day of the calendar month coincident with or next following the date of his termination of employment, is
equal to:
(a) 55 percent of his “Final Average Earnings” (as defined in subsection E-3.4);

REDUCED BY
(b) the amount of the Participant’s “Other Benefits” (as defined in subsection E-3.6); and

FURTHER REDUCED BY
(c) the reduction, if any, required by subsection E-9.4 which relates to “Spousal Survivor Benefits” (as described in subsection E-
9.1).

E-3.3. Form and Time of Payment of Basic Benefit. Except as otherwise specifically provided by Section E-7, relating to optional forms of
payment, the “Actuarial Present Value” (as defined in the MeadWestvaco Retirement Plan) of the amount of a Participant’s Basic Benefit will
be distributed to him in the form of a single, lump sum payment, on or as soon as practicable after the date on which the Participant’s
employment with the Employers and the Affiliates is terminated.

E-3.4. Final Average Earnings. The term “Final Average Earnings” means, with respect to any Participant, the average of his annual
“Earnings” (as defined in subsection E-3.5) for the highest 3 calendar years of his employment with the Employers (or his average monthly
Earnings if less than 3 calendar years of such employment) selected from the 11 calendar years during which he received Earnings commencing
with the earlier of the calendar year in which the Participant attains age 62 years or terminates his employment with the Employers and the 10
preceding calendar years. Notwithstanding the foregoing, for purposes of determining the amount of a Spousal Survivor Benefit payable
pursuant to Section E-9 on account of a Participant who has not attained age 55 years on the date of his death, it shall be assumed that the
amount of his Final Average Earnings is equal to the amount of his “Earnings” (as defined in the MeadWestvaco Retirement Plan) during the
calendar year next preceding the year of his death.

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E-3.5. Earnings. For any calendar year, the term “Earnings” means, with respect to any Participant, the cash remuneration and the value
of property given to him in lieu of cash (without regard to any restriction or risk of forfeiture), payable to him in that year by the Employers in
the form of base pay, bonuses, short term incentive compensation and amounts payable in lieu of short term incentive compensation in that
year (and any portion of any such amounts deferred by the Participant pursuant to the terms of any deferred compensation arrangement
maintained by the Employers). In no event shall a Participant’s Earnings:
(a) include payments from long term incentive compensation plans, stock option plans, stock appreciation rights, severance
payments, special agreements, contracts or payments, expense reimbursements or relocation allowances; or
(b) exceed 2 times his base pay.
E-3.6. Other Benefits. The term “Other Benefits” means, with respect to any Participant, the sum of:
(a) 50 percent of the annual primary Social Security benefit payable (or, in the case of a Participant whose benefit is being
determined prior to the date he attains age 62 years, estimated by the Administrator, in his absolute discretion, to be payable) to the
Participant at age 62;
(b) the annual amounts (expressed as single life annuities) determined to be payable to the Participant under The MeadWestvaco
Retirement Plan, The Mead Corporation Section 415 Excess Benefit Plan, The Mead Corporation Excess Earnings Benefit Plan, and the
MeadWestvaco Corporation Retirement Restoration Plan (the “MeadWestvaco Plans”), but determined without taking into account any
restructuring or other supplemental benefits payable to the Participant under the MeadWestvaco Plans, as of his termination date, or
such other determination date as is specifically provided with respect to a particular Plan Benefit and disregarding any reduction on
account of a “qualified domestic relations order” (as defined in section 414(p) of the Code); and
(c) the annual amount (expressed as a single life annuity) payable to the Participant from the employer-funded portion of any
deferred, vested or lump sum benefit earned under a “Prior Retirement Plan” (that is, any defined benefit plan or similar primary retirement
plan intended to meet the requirements of section 401(a) of the Code (including any governmental plan) maintained by any previous
employer of the Participant) prior to age 55 and payable no earlier than 10 years prior to the date on which the Participant was employed
by the Employers and Affiliates, but disregarding any reduction on account of a qualified domestic relations order.

E-4. EARLY BENEFIT


E-4.1. Eligibility for Early Benefit. If a Participant’s employment with the Employers and the Affiliates is terminated (for a reason other
than

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his death) at or after he has attained age 55 years, but prior to the date on which he attains age 62 years, he shall be entitled to receive an
“Early Benefit” in an amount determined pursuant to the provisions of subsection E-4.2 and paid in the form and at the time provided in
subsection E-4.3.
E-4.2. Amount of Early Benefit. A Participant’s Early Benefit is an amount determined in accordance with the provisions of subsection E-
3.2, but computed by reducing the percentage “55 percent” found in paragraph E-3.2(a) by 1/4 of one percent for each full month by which the
commencement of payment of the Participant’s Early Benefit precedes the first day of the calendar month coincident with, or next following,
the date on which he attains age 62 years.

E-4.3. Form and Time of Payment of Early Benefit. Except as otherwise specifically provided by Section E-7, relating to optional forms of
payment, the amount of a Participant’s Early Benefit shall be payable monthly, in the form of a single life annuity, from the first day of the
calendar month next following his termination of employment through the calendar month during which the Participant attains age 62 years. As
of the first day of the calendar month next following the date on which the Participant attains age 62 years, an amount equal to the Actuarial
Present Value of his Early Benefit, (which Actuarial Present Value shall be reduced by the aggregate amount of the monthly payments
previously made to him and increased by interest on the undistributed portion of his Early Benefit calculated from his termination date to the
payment date), determined as of his termination date, will be distributed to the Participant in the form of a single, lump sum payment.

E-5. PRE-AGE 55 BENEFIT


E-5.1. Eligibility for Pre-Age 55 Benefit. If a Participant’s employment with the Employers and the Affiliates is “Involuntarily Terminated”
(as described in subsection E-5.4) prior to the date on which he attains age 55 years, or if his employment is terminated prior to that date for
any other reason approved for purposes of the Plan by MeadWestvaco’s Chief Executive Officer, he shall be entitled to receive a “Pre-Age 55
Benefit” in an amount determined pursuant to the provisions of subsection E-5.2 and paid in the form and at the time provided in subsection E-
5.3.

E-5.2. Amount of Pre-Age 55 Benefit. A Participant’s Pre-Age 55 Benefit is an amount determined in accordance with the provisions of
subsection E-3.2 as of the date he attains age 62, but computed by:
(a) reducing the percentage “55 percent” found in paragraph E-3.2(a) by 1/4 of one percent for each full month by which the date of
the Participant’s termination of employment with the Employers and the Affiliates precedes the first day of the calendar month coincident
with, or next following, the date on which he will attain age 62 years; and
(b) by assuming, for purposes of determining the amount of his Other Benefits attributable to the MeadWestvaco Plans, that he will
continue as a Participant under those Plans until the date on which he will attain age 55 years and that his benefits under the
MeadWestvaco Plans will be payable on that date.

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E-5.3. Form and Time of Payment of Pre-Age 55 Benefit. Except as otherwise specifically provided by Section E-7, an amount equal to the
Actuarial Present Value of a Participant’s Pre-Age 55 Benefit will be distributed to the Participant, in a single, lump sum payment as of the first
day of the calendar month coincident with or next following the date on which the Participant attains age 62 years.

E-5.4. Involuntary Termination. The term “Involuntary Termination” means, with respect to any Participant, the termination of the
Participant’s employment with the Employers and the Affiliates, either:
(a) at the option of his employer, for a reason other than “Cause” (as defined in subsection E-5.5); or
(b) at the Participant’s option, exercised within the 24-month period following the occurrence, without the express consent of the
Participant, of any one or more of the following events:
(i) the assignment of duties to the Participant which are substantially inconsistent with the Participant’s duties,
responsibilities and status at the time of the assignment, or that constitute a substantial reduction or alteration in the nature or
status of such duties and responsibilities;
(ii) a reduction in the amount of the Participant’s base pay;
(iii) the transfer of the work location of the Participant to a place that is in excess of 25 miles from his work location at the time
the transfer is made;
(iv) the failure of the Participant’s Employer or Affiliate employer to continue in effect any of its employee benefit plans,
policies, practices or arrangements, including, but not limited to, those plans, policies and arrangements maintained solely for the
benefit of key management personnel in which the Participant participates, or the failure of it to continue the Participant’s
participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of participation
relative to other participants, unless such benefits, policies and arrangements are replaced by one or more alternative or substitute
plans, policies or arrangements providing substantially equivalent benefits in the aggregate.

The determination of whether an event described in paragraph (b) above has occurred shall be made by the Committee, based on its
comparison of circumstances existing after the alleged occurrence with the circumstances prevailing immediately prior thereto.

E-5.5. Termination for Cause. For purposes of the Plan, a termination of a Participant’s employment for “Cause” shall mean termination as
a result of the Participant’s:
(a) willful and continued failure to perform duties with the Employers and Affiliates (other than any such failure resulting from an

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Involuntary Termination) after a written demand for substantial performance has been delivered to the Participant specifically identifying
the manner in which the Employer or Affiliate, as the case may be, believes the Participant has not substantially performed such duties
and the Participant has failed to resume substantial performance on a continuous basis within 14 days of receiving such demand;
(b) willfully engaging in conduct which the Committee determines is demonstrably and materially injurious to the Employers or
Affiliates, monetarily or otherwise; or
(c) conviction of a felony, or conviction of a misdemeanor which impairs the Participant’s ability to perform his duties with the
Employer or Affiliate employing him.

E-6. DISABILITY BENEFIT


E-6.1. Eligibility for Disability Benefit. If a Participant’s employment with the Employers and the Affiliates is terminated by reason of his
becoming “Disabled” (as defined in the MeadWestvaco Retirement Plan) prior to the date on which he attains age 62 years and he continues
to be Disabled until age 62, he shall be eligible to receive a “Disability Benefit” in an amount determined pursuant to the provisions of
subsection E-6.2 and paid in the form and at the time provided in subsection E-6.3.

E-6.2. Amount of Disability Benefit. A Participant’s Disability Benefit is an amount determined in accordance with the provisions of
subsection E-3.2, but expressed as a single life annuity commencing as of the later of the date the Participant attains age 62 or the date as of
which Pension payments to him commence under the MeadWestvaco Retirement Plan.

E-6.3. Form and Time of Payment of Disability Benefit. Except as otherwise specifically provided by Section E-7, relating to optional forms
of payment, the Actuarial Present Value of the amount of a Participant’s Disability Benefit will be distributed to him in the form of a single,
lump sum payment as soon as practicable after the later of the date on which the Participant attains age 62 years or the date as of which
Pension payments to him commence under the MeadWestvaco Retirement Plan.

E-7. OPTIONAL FORMS OF BENEFIT


E-7.1. Request for Optional Payment Form. A Participant, by writing filed with the Administrator at least one year prior to his termination
date (or within 60 days after becoming Disabled) in such form as the Administrator may require, may request to have his Plan Benefit paid in an
optional form permitted by subsection E-7.2. Any such request shall be deemed to be approved by the Administrator unless disapproved
within 15 days of its receipt. Any such approved request shall be void and of no force or effect if the Participant dies before payment in the
optional form requested begins.

E-7.2. Optional Forms of Benefit Payment. Subject to the provisions of subsection E-7.3, the optional forms of payment under the Plan
are:
(a) a single life annuity in the amount calculated under subsection E-3.2, E-4.2, E-5.2 or E-6.2, whichever is applicable, payable
commencing at the time permitted under subsection E-3.3, E-4.3, E-5.3 or E-6.3, whichever is applicable;

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(b) any optional form of benefit permitted (assuming, for this purpose, that election of an optional form of Disability Pension is
permitted) under the provisions of the MeadWestvaco Retirement Plan at the time the request is made, the amount of which shall be
determined by applying the actuarial assumptions utilized under that plan; and
(c) in the case of an Early Benefit payable monthly pursuant to subsection E-4.3, by forgoing those monthly amounts and instead
receiving the Actuarial Present Value of the Early Benefit computed as of age 62, but without regard to the percentage reduction
otherwise required by subsection E-4.2, payable in a single, lump sum distribution as of the first day of the month coincident with, or next
following, the date on which the Participant attains age 62 years.

E-7.3. Limitations on Optional Forms of Payment. No optional form of payment shall permit:
(a) payment of any single, lump sum amount to a Participant prior to the first day of the month coincident with, or next following,
the date on which the Participant attains age 62 years; or
(b) payment of a Disability Benefit prior to the time specified in subsection E-6.3.

E-8. DEATH BENEFIT


E-8.1. Eligibility for Death Benefit. If a Participant dies after payment of monthly amounts of his Early Benefit begins under subsection E-
4.3 and prior to receiving his entire Early Benefit, a Death Benefit, in an amount determined under subsection E-8.2, shall be paid, as soon as
practicable, in a single, lump sum, to his “Beneficiary” (as defined in subsection E-8.3). Except as specifically provided by an optional form of
payment permitted by subsection E-7.2 and by Section E-9, relating to “Spousal Survivor Benefits,” no other amount shall be payable to any
person from the Plan on account of the death of a Participant.

E-8.2. Amount of Death Benefit. The Death Benefit payable on account of a deceased Participant shall be an amount equal to the
Actuarial Present Value of his Early Benefit (which Actuarial Present Value shall be reduced by the aggregate amount of the monthly payments
previously made to him and increased by interest on the undistributed portion of his Early Benefit calculated from his termination date to the
payment date), determined as of his termination date.

E-8.3. Beneficiary. The term “Beneficiary” means, with respect to any Participant, such natural or legal person or persons as may be
designated by him (who may be designated contingently or successively) to receive the Death Benefit payable if he dies before a total
payment of his Early Benefit is made to him. A Beneficiary designation will be effective with respect to a Participant only when a signed and
dated beneficiary designation form is filed with the Committee while the Participant is alive, which form will cancel any beneficiary designation
form signed and filed earlier. If a Participant is not survived by a Beneficiary the Committee shall pay the

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Death Benefit to his “Spouse” (as defined in the MeadWestvaco Retirement Plan) or, if he is not survived by a Spouse, to the legal
representative or representatives of the estate of the Participant.

E-9. S POUSAL SURVIVOR BENEFIT


E-9.1. Eligibility for Spousal Survivor Benefit. Subject to the reduction required by subsection E-9.4, if a Participant dies while employed
by the Employers or after his termination of employment with the Employers, but, prior to the date on which he is first receives payment of a
Benefit to which he is entitled under Section E-3, E-4 or E-5, his Spouse, if any, shall be eligible to receive a Spousal Survivor Benefit, in an
amount determined under subsection E-9.2, if she has a right to receive a Pre-Retirement Survivor Pension under the MeadWestvaco
Retirement Plan and has not waived that right.

E-9.2. Amount of Spousal Survivor Benefit. The Spousal Survivor Benefit payable to a Spouse on account of a deceased Participant is an
amount determined by:
(a) calculating the amount, expressed as a joint and survivor annuity of 50, 66 2/3 or 75 percent (whichever is payable to the Spouse
as a Pre-Retirement Survivor Pension under the MeadWestvaco Retirement Plan), which is of Actuarial Equivalent Value to a single life
annuity computed with respect to the deceased Participant pursuant to subsection E-3.1, E-4.1 or E-5.1, whichever is applicable; and
(b) then determining the annual amount that would be payable to the surviving Spouse on the basis of the joint and survivor
annuity computed under paragraph (a) above.

Notwithstanding the provisions of paragraph E-3.2(b) to the contrary, in computing the amount of a “Spousal Survivor Benefit” with respect
to the surviving Spouse of a deceased Participant who had not attained age 55 years on the date of his death, the Other Benefit attributable to
the MeadWestvaco Retirement Plan shall be an amount equal to the Participant’s “Accrued Benefit” (as defined under that plan) as of the date
of his death, assuming that the amount of his Final Average Earnings used in computing his Accrued Benefit equaled the “Earnings” (as
defined in the MeadWestvaco Retirement Plan) payable to him by the Employers during his last full calendar year of employment by them and
that his “Pension” under the MeadWestvaco Retirement Plan would be payable at the date the deceased Participant would have attained age
55 years.

E-9.3. Form and Time of Payment of Spousal Survivor Benefit. The Actuarial Present Value (determined taking into account the date on
which a Benefit would have commenced under Section E-3, E-4 or E-5, whichever would have been applicable, and the surviving Spouse’s age
on that date) of the amount determined under paragraph E-9.2(b) will be distributed to the surviving Spouse, in the form of a single, lump sum
payment, as soon as practicable after the date of the Participant’s death.

E-9.4. Reduction for Spousal Survivor Benefit. As provided by paragraph E-3.2(c), the amount of a Participant’s Plan Benefit will be
reduced by a percentage thereof, determined in accordance with the following table, for the portion of the calendar period beginning on the
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the Participant attains age 55 years and ending on the earlier of the date payment of his Benefit begins or the date on which he attains age 62
years, during which his Spouse is eligible to receive a Pre-Retirement Survivor Pension under the MeadWestvaco Retirement Plan. The
percentage reduction will be computed on a pro rata basis for completed months of coverage which are less than a whole year.

Pe rce n tage of Pe rce n tage Re du ction


Be n e fit for Each Fu ll Ye ar
Payable to S pouse of C ove rage
50 percent 1/2 of one percent
66 2/3 percent 2/3 of one percent
75 percent 3/ 4 of one percent

Notwithstanding the foregoing table, in no event will a percentage reduction under this Plan be greater than the percentage reduction for a
Pre-Retirement Survivor Pension of a like amount under the MeadWestvaco Retirement Plan.

E-10. S PECIAL PROVISIONS AFFECTING PAYMENT OF BENEFITS.


E-10.1. Competition. Subject to his right of appeal under Section E-11, if the Committee determines that a Participant, without the express
prior written consent of MeadWestvaco, directly or indirectly, individually or as an agent, officer, director, employee, shareholder (other than
being the holder of any stock which represents a less than one percent interest in a corporation), partner or in any other capacity whatsoever,
after termination of employment and prior to attainment of age 62, has engaged, or is engaging, in any activity competitive with or adverse to
the Employer’s and Affiliate’s businesses or in the sale, distribution, production, or attempted sale, distribution or production, of any goods,
products or services then sold or being developed by any Employer or Affiliate, all Benefits otherwise payable at any time under the Plan shall
be permanently forfeited and payment of Benefits, if commenced, shall cease. This subsection E-10.1 shall not apply to a Participant whose
employment with the Employers and Affiliates terminates on or after a “Change in Control” (as defined in subsection E-10.3) of
MeadWestvaco.

E-10.2. Termination for Cause. Subject to his right of appeal under Section E-11, if the employment of a Participant with the Employers
and Affiliates is terminated for Cause, all Benefits otherwise payable to any person, at any time, under the Plan shall be automatically and
permanently forfeited.

E-10.3. Payments After a Change in Control. Upon the occurrence of a Change in Control of MeadWestvaco, the accrued benefit of an
employee who is a Participant on the date of the Change in Control shall immediately and fully vest; provided, however, that such benefit shall
be forfeited pursuant to subsection E-10.2 hereof if the employment of the employee shall be terminated for “Cause” as that term is defined in
this Plan immediately prior to the Change in Control. If the employment of a Participant whose benefit has vested in accordance with the
immediately preceding sentence is terminated within 24 months after the date of a Change in Control for a reason other than death or Cause (as
that term is defined in this Plan immediately prior to the Change in Control), he shall be entitled to receive a “Termination Benefit,” payable
within 30 days after his termination date.

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A Participant’s Termination Benefit is a single lump sum amount equal to the “Actuarial Present Value” of the amounts that would have been
his Plan Benefit if determined as of the date of his termination of employment pursuant to the provisions of the Plan in effect immediately prior
to the Change in Control. The Actuarial Present Value of those amounts shall be determined for purposes of this Section by applying the
actuarial assumptions and methods being utilized for that purpose under the MeadWestvaco Retirement Plan on the day prior to the date of
the Change in Control. For purposes of computing the amount of the Plan Benefit:
(a) a Participant who has not attained age 55 years on the date of his actual termination of employment will be deemed to have had
his employment with the Employers and Affiliates Involuntarily Terminated on the date of his termination and his Pre-Age 55 Benefit
shall be computed pursuant to subsection E-5.2 hereof without applying the assumption contained in subsection E-5.2(b) but, instead,
determining the Other Benefits attributable to MeadWestvaco Plans based on the Deferred Vested Pension on a Participant’s
employment termination with the Employers and Affiliates; and
(b) in the case of a Participant terminated on account of becoming Disabled, it shall be assumed that he will continue to be Disabled
until he attains age 62 years.

If a Participant, surviving Spouse or Beneficiary is receiving payment of periodic Plan Benefits on the date of a Change in Control, the
Actuarial Present Value of any remaining payments (determined as of the day immediately preceding that date) shall be payable to him, in a
single, lump sum, within 30 days of the date of the Change in Control. For purposes of the Plan, a “Change in Control” shall be deemed to have
occurred if an event set forth in any of the following paragraphs shall have occurred:
(i) the date of expiration of a Tender Offer (other than an offer by MeadWestvaco ), if the offeror acquires Shares pursuant to
such Tender Offer;
(ii) the date of approval by the shareholders of MeadWestvaco of a definitive agreement: (x) for the merger or consolidation of
MeadWestvaco or any direct or indirect subsidiary of MeadWestvaco into or with another corporation, other than (1) a merger or
consolidation which would result in the voting securities of MeadWestvaco outstanding immediately prior thereto continuing to
represent (i) in the case of a merger or consolidation of MeadWestvaco, either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof, or (ii) in the case of a merger or consolidation of any direct or
indirect subsidiary of MeadWestvaco, either by remaining outstanding if MeadWestvaco continues as a parent of the merged or
consolidated subsidiary or by being converted into voting securities of the surviving entity or any parent thereof) at least 51% of
the combined voting power of the voting securities of MeadWestvaco or such surviving or parent entity outstanding immediately
after such merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of MeadWestvaco (or
similar transaction) in which no Person (as defined below) is or becomes

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the Beneficial Owner (as defined below), directly or indirectly, of securities of MeadWestvaco (not including in the securities
Beneficially Owned by such Person any securities acquired directly from MeadWestvaco or its Affiliates) representing 25% or
more of the combined voting power of MeadWestvaco’s then outstanding securities, or (y) for the sale or disposition of all or
substantially all of the assets of MeadWestvaco, other than a sale or disposition by MeadWestvaco of all or substantially all of
MeadWestvaco’s assets to an entity, at least 51% of the combined voting power of the voting securities of which are owned
(directly or indirectly) by shareholders of MeadWestvaco in substantially the same proportions as their ownership of
MeadWestvaco immediately prior to such sale or disposition;
(iii)(x) any Person is or becomes the Beneficial Owner of 25% or more of the voting power of the then outstanding securities of
MeadWestvaco (not including in the securities beneficially owned by such Person any securities acquired directly from
MeadWestvaco or its affiliates), excluding any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (x) (1) of paragraph (ii) above or (y) the date of authorization, by both a majority of the voting power of
MeadWestvaco and a majority of the portion of such voting power excluding the voting power of interested Shares, of a control
share acquisition (as such term is defined in Chapter 1701 of the Ohio Revised Code); and
(iv) a change in the composition of the Board of Directors such that individuals who were members of the Board of Directors
on the date two years prior to such change (and any new directors (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election
of directors of MeadWestvaco) who were elected, or were nominated for election, by MeadWestvaco’s shareholders with the
affirmative vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such two year
period or whose election or nomination for election was previously so approved) no longer constitute a majority of the Board of
Directors.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction
or series of integrated transactions immediately following which the record holders of the common stock of MeadWestvaco immediately prior
to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of MeadWestvaco immediately following such transaction or series of transactions.

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Beneficial Owner” shall have the meaning defined in Rule 13d-3 under the Exchange Act.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) MeadWestvaco or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of MeadWestvaco or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of
such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of MeadWestvaco in substantially the same
proportions as their ownership of stock of MeadWestvaco.

“Shares” shall mean shares of common stock, without par value, of MeadWestvaco Corporation.

“Tender Offer” shall mean a tender offer or a request or invitation for tenders or an exchange offer subject to regulation under Section 14(d) of
the Exchange Act and the rules and regulations thereunder, as the same may be amended, modified or superseded from time to time.

E-10.4. Emergency Payments. If it is determined (as provided below) that a Participant or Beneficiary has experienced an “Unforeseeable
Emergency” (as defined below), the terms and manner of payment of Benefits provided in the Plan or selected by a Participant may be changed
to the extent appropriate to satisfy the Participant’s or Beneficiary’s emergency need. The term “Unforeseeable Emergency” means severe
financial hardship to the Participant or Beneficiary resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary
or of a “dependent” (as defined in section 152(a) of the Code) of the Participant or Beneficiary, loss of the Participant’s or Beneficiary’s
property due to a casualty, or other similar extra-ordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant or Beneficiary. A determination with respect to whether a Participant or Beneficiary has experienced an Unforeseeable
Emergency shall be made:
(a) in the case of a Participant employed, or last employed, by an Employer as other than an elected officer of the Employer and his
Beneficiary, the Chairperson of the Committee; and
(b) in the case of a Participant employed, or last employed, by an Employer as an elected officer of the Employer and his
Beneficiary, the Committee.

The provisions of Section E-11 of the Plan shall not be applicable with respect to any determination made pursuant to this subsection E-10.4.

E-10.5. ECAP Credit in Lieu of Distribution. A Participant who is also a Participant in The Mead Corporation Executive Capital
Accumulation Plan (“ECAP”) may elect to waive his right to receive any amount otherwise distributable to him pursuant to the provisions of
the Plan and to have the same amount credited for his benefit (as of the date distribution would have been made) and subsequently distributed
to him under the terms of the ECAP. An election made by a Participant in accordance with the provisions of this subsection must be in such
written form as the Committee shall decide and filed with the Administrator at least three months prior to the Participant’s

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employment termination with the Employers and Affiliates with respect to distributions made on or after employment termination or, as an
additional alternative, filed prior to a Change in Control with respect to distributions made on or after a Change in Control. An election made
by a Participant pursuant to the foregoing sentence is revocable at any time that is at least three months prior to the date of employment
termination with the Employer and Affiliates or a Change in Control, as appropriate. In no event shall this subsection be applicable to any
amount distributable to any person other than a Participant.

E-10.6. Payment to Incapacitated Persons. Notwithstanding any other provision of the Plan, if a Participant or other person entitled to a
Benefit payment under the Plan is determined by a court of competent jurisdiction to be physically, mentally or legally incapacitated and
unable to manage his financial affairs and claim is made by a conservator or other person legally charged by such court with the care of his
person, the Committee shall make distributions to such conservator or other person. Any distribution made in accordance with this subsection
shall fully acquit and discharge all persons from all further liability on account thereof.

E-10.7. Withholding. The Administrator shall cause to be withheld from the amount of any Benefit paid to a Participant or Beneficiary
pursuant to the terms of the Plan any amount required to be withheld by federal, state or local law.

E-11. DISPUTE RESOLUTION


E-11.1. Claims Procedures. All disputes relating to benefits under the Plan shall be reviewed and resolved in accordance with claims
procedures established by the Administrator. Such claims procedures shall offer a reasonable opportunity for a full and fair review of each
claim and shall be consistent with the requirements of 29 C.F.R. § 2560.503-1.

E-11.2. Records, Data and Information. Unless proven to the satisfaction of the Administrator to be in error, the records, data and
information of the Employers, Affiliates and administrators of the MeadWestvaco Plans shall be conclusive on all Participants, surviving
Spouses and Beneficiaries with respect to all matters relating to the Plan.

E-12. AMENDMENT AND TERMINATION


E-12.1. Amendment and Termination. MeadWestvaco expects the Plan to be permanent, but since future conditions affecting
MeadWestvaco cannot be anticipated or foreseen, MeadWestvaco must necessarily and does hereby reserve the right to amend, modify or
terminate the Plan at any time by action of its Board of Directors.

E-12.2. Contingencies Affecting the Employers. In the event of a merger or consolidation of the Employer, or the transfer of substantially
all of the assets of the Employer to another corporation, such successor corporation shall be substituted for the Employer under the terms and
provisions of the Plan.

E-12.3. Protected Benefits. If the Plan is terminated, revoked, or amended so as to decrease benefits provided under the Plan, the full
benefits earned by each terminated Participant and Beneficiary shall not be reduced.

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A Participant who is in active service at the time of a Plan termination, revocation or amendment shall be entitled to full Benefits under the prior
provisions of the Plan; provided, however, that his Earnings for periods subsequent to such termination, revocation or amendment shall not
be used in determining the amount of benefits based on Final Average Earnings that are protected by this subsection. The time and manner of
payment of Benefits protected by this subsection shall remain subject to the prior terms and conditions of the Plan.

E-15
Exhibit 10.25

MEADWESTVACO CORPORATION DEFERRED INCOME PLAN

Restatement Effective January 1, 2007 (except as otherwise provided)


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TABLE OF CONTENTS

ARTICLE 1 . INTRODUCTION 1
1.01. History of the Plan 1
1.02. Purposes of the Plan 1
1.03. American Jobs Creation Act of 2004 (“AJCA”) 2
1.04. Effective Date 3
ARTICLE 2 . DEFINITIONS AND CONSTRUCTION 3
2.01. Definitions 3
2.02. Construction 7
2.03. Timing of Payments 7
ARTICLE 3 . PARTICIPATION 7
3.01. Commencing Participation 7
3.02. Ending Participation 8
ARTICLE 4 . CREDITS TO PARTICIPANTS’ ACCOUNTS 8
4.01. Eligible Employee Deferrals 8
4.02. Employer Non-Qualified Matching Credits 10
ARTICLE 5 . INVESTMENTS AND ACCOUNTS 11
5.01. Participant Allocation of Accounts Among Book-Entry Investment Funds 11
5.02. Change in Allocation 11
5.03. Valuation of Investment Funds 12
5.04. Sub-Accounts 12
5.05. Risk of Loss 13
5.06. Interests in the Plan 13
5.07. Special Provisions Applicable to the Company Stock Portion of the Plan 13
ARTICLE 6 . VESTING AND FORFEITURE 13
6.01. Vesting 13
6.02. Forfeiture 14
ARTICLE 7 . PAYMENTS 14
7.01. Distribution Election Process 14
7.02. Types of Distributions 14
7.03. Form of Payment of Distributions 16
7.04. Changes to the Time and Form of Distribution 17
7.05. Pre-AJCA Accounts 19

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ARTICLE 8 . HARDSHIP WITHDRAWALS AND PAYMENTS UPON DEATH 19


8.01. Hardship Withdrawal. 19
8.02. Payments Upon Death 20
8.03. Designation of Beneficiary 21
8.04. Pre-AJCA Accounts 21
ARTICLE 9 . PLAN ADMINISTRATION 21
9.01. Plan Administrator 21
9.02. Delegation and Employment of Agents 21
9.03. Interpretations 21
9.04. Elections and Designations 22
9.05. Claims 22
9.06. Postponement of Action 22
ARTICLE 10 . AMENDMENT AND TERMINATION OF PLAN 22
10.01. Amendment of the Plan 22
10.02. Termination of the Plan 23
10.03. Design Decisions 23
ARTICLE 11 . MISCELLANEOUS PROVISIONS 23
11.01. Employment Rights Not Affected by Plan 23
11.02. Doubt as to Identity 24
11.03. Payment Medium 24
11.04. Obligations to Make Payments 24
11.05. Liability Limited 24
11.06. Overpayments 24
11.07. Incapacity and Minor Status 25
11.08. Assignment and Liens 25
11.09. Withholding Taxes 25
11.10. Titles and Headings Not to Control 25
11.11. Notice of Process 25
11.12. Plan Expenses 26
11.13. Governing Law and Limitation on Actions 26
11.14. Class Action Forum Selection Clause 26
11.15. Severability 27
11.16. Integration Clause and Complete Statement of Plan 27
APPENDIX A. TRANSFER OF EX-CAP BALANCES A-1
APPENDIX B. DISTRIBUTION OF PRE-AJCA DIP ACCOUNTS B-1
APPENDIX C. DISTRIBUTION OF PRE-AJCA EX-CAP ACCOUNTS C-1

MEADW ESTVACO CORPORATION 2007 RESTATEMENT


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ARTICLE 1. INTRODUCTION

1.01. HISTORY OF THE PLAN


(a) Immediately before January 1, 2003, two operating subsidiaries of MeadWestvaco (The Mead Corporation and Westvaco
Corporation) sponsored five non-qualified defined contribution plans for their eligible employees. These plans were then known as
(1) the Westvaco Corporation Deferred Compensation Plan, (2) the Westvaco Corporation Savings and Investment Restoration Plan,
(3) the Westvaco Corporation Excess Benefit Plan, (4) The Mead Corporation Executive Capital Accumulation Plan, and (5) The Mead
Corporation Incentive Compensation Election Plan.
(b) Deferrals to the plans listed in paragraph (a), above, were discontinued before January 1, 2003. In place of those plans,
MeadWestvaco created the MeadWestvaco Corporation Deferred Income Plan (the “Plan”). Before 2005, participants in those plans
were permitted, but not required, to “roll over” their balances under those plans into the Plan. Such rolled-over balances are subject to
the terms of the Plan.
(c) The remaining account balances under the Westvaco Corporation Deferred Compensation Plan, Westvaco Corporation Savings and
Investment Restoration Plan, Westvaco Corporation Excess Benefit Plan and Mead Corporation Incentive Compensation Election
Plan—i.e., those not “rolled over” to the Plan before 2005—remain subject to the terms and conditions of those plans.
(d) The remaining account balances under the Mead Corporation Executive Capital Accumulation Plan—i.e., those not “rolled over” to
the Plan before 2005—remained subject to the terms and conditions of the Mead Corporation Executive Capital Accumulation Plan in
2005 and 2006. However, effective January 1, 2007, MeadWestvaco merged the Mead Corporation Executive Capital Accumulation
Plan into this Plan. As a result of the merger, the remaining account balances under the Mead Corporation Executive Capital
Accumulation Plan—i.e., those not “rolled over” to the Plan before 2005—are governed by (i) Appendix A of the Plan, which applies
to Participants who were employed by the Company or an 80% Affiliate on or after January 1, 2005; or (ii) Appendix C of the Plan,
which applies to Participants who terminated employment before January 1, 2005.

1.02. PURPOSES OF THE PLAN


(a) The purposes of the Plan are to enable Participants to defer voluntarily the receipt of certain amounts, including compensation not
otherwise eligible for deferral under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and
Non-Bargained Employees (the “Qualified Plan”), to provide matching credits on certain deferrals, to restore certain benefits that
cannot be provided under the Qualified Plan, and to provide retirement and other benefits to Participants through an individual
account program.

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(b) The Plan is unfunded and benefits due under the Plan remain subject to the claims of the Company’s general creditors in the event of
the Company’s bankruptcy or insolvency. Benefits due under the Plan shall be payable from the general assets of the Company or
from any unsecured (“rabbi”) trust or similar arrangement, the assets of which shall be subject to the claims of the Company’s general
creditors in the event of the Company’s bankruptcy or insolvency.
(c) The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management and/or highly
compensated employees of the Company. The Plan shall not be subject to the participation and vesting requirements, funding
provisions, or fiduciary duty rules (Parts 2, 3, and 4 of Title I) of ERISA.

1.03. AMERICAN JOBS CREATION ACT OF 2004 (“AJCA”)


(a) Effective January 1, 2005, except as provided in Section 1.03(c):
(1) All benefits under the Plan shall be subject to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);
(2) The Plan shall comply with the requirements of, and shall be operated, administered, and interpreted in accordance with,
(A) before January 1, 2009, a reasonable good-faith interpretation of section 409A of the Code and (B) after December 31,
2008, section 409A of the Code; and
(3) For the period from January 1, 2005 through December 31, 2008, the Company and the Administration Committee had sole
discretion to override the terms set forth in the plan document for the Plan to the extent that either the Company or the
Committee determined to be necessary or appropriate to comply with a good-faith, reasonable interpretation of the
requirements of section 409A of the Code.
(4) If the Company or Administration Committee determines that any provision of the Plan is or might be inconsistent with the
restrictions imposed by section 409A, such provision shall be deemed to be amended to the extent that the Company or
Administration Committee determines is necessary to bring it into compliance with the requirements of section 409A of the
Code. Any such deemed amendment shall be effective as of the earliest date such amendment is necessary under section
409A of the Code.
(b) No provision in the Plan shall be interpreted or construed to (1) create any liability for the Company or any Affiliate, or any of their
employees, officers, directors, or other service providers, related to a failure to comply with section 409A or (2) transfer any liability for
a failure to comply with section 409A from a Participant or other individual to the Company or any Affiliate, or any of their employees,
officers, directors, or other service providers.
(c) Pre-AJCA Accounts (as defined in Section 2.01(dd)) are not subject to section 409A of the Code. Notwithstanding any provision of
this Section 1.03 to the contrary, Pre-AJCA Accounts shall be administered in accordance with the special provisions set forth in
Appendix B and Appendix C, as applicable, which reflect terms that have been in effect since before October 4, 2004. With respect to
such Pre-AJCA Accounts, no amendment shall be made to the Plan that would constitute or result in a “material modification” of the
Plan (within the meaning of section 885(d) of the AJCA) unless, and only to the extent that, such amendment expressly states that it is
intended to constitute a “material modification” with respect to one or more Pre-AJCA Accounts.

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1.04. EFFECTIVE DATE


Unless a particular provision of the Plan specifies a different effective date for that provision, this restatement of the Plan shall be effective
January 1, 2007.

ARTICLE 2. DEFINITIONS AND CONSTRUCTION

2.01. DEFINITIONS
For purposes of the Plan, unless the context clearly or necessarily indicates the contrary, the following words and phrases shall have the
meanings set forth in the definitions below:
(a) “Account” means an unfunded book-entry account for a Participant, representing deferrals and other credits to the Plan, as adjusted
to reflect earnings, losses, and payments. Each Account shall be divided into sub-accounts in accordance with Section 5.04.
Accounts established under the Plan shall hold no actual funds or assets.
(b) “Administration Committee” means the individuals constituting the Benefit Plans Administration Committee designated by
MeadWestvaco’s Chief Executive Officer, or similar committee appointed pursuant to Section 9.01.
(c) “Affiliate” means, with respect to the MeadWestvaco or a Designated Subsidiary, any person or entity that is required to be
combined with MeadWestvaco or the Designated Subsidiary as a single employer under section 414(b) or (c) of the Code, except that
the 80 percent ownership standard prescribed by section 1563(a)(1), (2), and (3) of the Code and Treas. Reg. § 1.414(c)-2 shall be
replaced with a 50 percent ownership standard.
(d) “AJCA” means the American Jobs Creation Act of 2004, as amended.
(e) “Base Salary” means the gross amount of base salary, before reduction for tax withholding and pre-tax or after-tax contributions to
any employee benefit plan, and before any other payroll deductions. Base Salary shall not include any pay offered in lieu of vacation.
(f) “Beneficiary” means, in the case of any Participant who dies, the person or persons designated in accordance with Section 8.03.
(g) “Board of Directors” means the Board of Directors of MeadWestvaco.
(h) “Code” means the Internal Revenue Code of 1986, as amended.
(i) “Commission” means compensation that consists of either a portion of the purchase price for a product or services or an amount
substantially all of which is calculated by reference to volume of sales, where payment of the compensation is

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contingent upon the employing Company or any of its 80% Affiliates receiving payment from an unrelated customer for such product
or services. Any Commission shall be attributable to the Plan Year in which the customer remits to the applicable Company or 80%
Affiliate the payment that gives rise to the Commission.
(j) “Company” means MeadWestvaco and/or each Designated Subsidiary.
(k) “Deferral Election” means an Eligible Employee’s election to defer compensation pursuant to Section 4.01.
(l) “Designated Subsidiary” means any entity of which at least 50 percent of the outstanding ordinary voting stock or control is owned
directly or indirectly by MeadWestvaco, and that has been designated by the Chief Executive Officer of MeadWestvaco or the Board
of Directors as having employees who are eligible to participate in the Plan as of a date determined by such designation.
(m) “Distribution Election” means a Participant’s election of the timing and manner of payment of all or part of his Account, filed in
accordance with Section 7.01.
(n) “80% Affiliate” means, with respect to MeadWestvaco or a Designated Subsidiary, any person or entity that is required to be
combined with MeadWestvaco or the Designated Subsidiary as a single employer under section 414(b) or (c), using the 80 percent
ownership standard prescribed by section 1563(a)(1), (2), and (3) of the Code and Treas. Reg. § 1.414(c)-2.
(o) “Eligible Employee” means any individual who is part of the select group of management or highly-paid employees of the Company
who are designated by the Administration Committee as eligible to participate in the Plan.
(p) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(q) “Excess Compensation” means, for any Plan Year, the excess of a Participant’s Gross Compensation for such Plan Year over his
“eligible compensation” (as defined in the Qualified Plan) for such Plan Year.
(r) “409A Account Plan” means any nonqualified “account balance plan” described in Treas. Reg. § 1.409A-1(c)(2)(i)(A) or (B) that is
maintained by the Company or an 80% Affiliate.
(s) “Gross Compensation” means, for any period, “eligible compensation” for such period as defined in the Qualified Plan, without regard
to the limit required by section 401(a)(17) of the Code, plus the amount deferred for such period under the Plan.
(t) “Investment Fund” means a book-entry investment fund maintained pursuant to Section 5.01.
(u) “Investment Policy Committee” means the Benefit Plans Investment Policy Committee designated by MeadWestvaco’s Chief
Executive Officer or similar committee appointed pursuant to Section 9.01.

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(v) “MeadWestvaco” means MeadWestvaco Corporation, a Delaware Corporation.


(w) “MeadWestvaco Common Stock” means shares of common stock of MeadWestvaco Corporation.
(x) “Open Enrollment” means the period or periods established by the Administration Committee during which Eligible Employees may
make or change their Deferral Elections.
(y) “Participant” means an Eligible Employee who satisfies the eligibility requirements set forth in Article 3, or who has a positive
balance in his Account.
(z) “Performance-Based Compensation” means compensation that qualifies as “performance-based compensation” under Treas. Reg.
§ 1.409A-1(e). In general, Performance-Based Compensation includes wages and other compensation the amount or entitlement to
which is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months. Performance-Based Compensation shall not include any amount or portion of any amount
that is (1) payable regardless of performance or (2) based upon criteria that are substantially certain to be met at the time such criteria
are established.
(aa) “Plan” means the MeadWestvaco Corporation Deferred Income Plan, as set forth herein and as amended from time to time.
(bb) “Plan Administrator” means any plan administrator appointed pursuant to Section 9.01. The Plan Administrator shall be a member of
the Administration Committee.
(cc) “Plan Year” means the calendar year.
(dd) “Pre-AJCA Account” means a Pre-AJCA DIP Account or a Pre-AJCA Ex-CAP Account.
(1) “Pre-AJCA DIP Account” means the portion of any Account of a Participant who terminated employment with the
Company and Affiliates before January 1, 2005 that (A) is not a Pre-AJCA Ex-CAP Account and (B) constitutes amounts
“deferred” (within the meaning of section 885(d) of the AJCA) before January 1, 2005.
(2) “Pre-AJCA Ex-CAP Account” means the portion of any Ex-CAP Account (as defined in Section A-1) of a Participant who
terminated employment with the Company and Affiliates before January 1, 2005 that constitutes amounts “deferred” (within
the meaning of section 885(d) of Code and the AJCA) before January 1, 2005.
No Participant shall have a Pre-AJCA Account unless he terminated employment with the Company and Affiliates before January 1,
2005.
(ee) “Qualified Plan” means the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-
Bargained Hourly Employees.

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(ff) “Qualified Plan Limits” means the limits required by sections 401(a)(17), 401(k)(3), 402(g), and 415 of the Code, each as adjusted
pursuant to section 414(v) of the Code.

(gg) “Restorative Savings Amount” means—


(1) For any Plan Year that begins after December 31, 2006, any Base Salary for services performed during such Plan Year that an
Eligible Employee irrevocably elected before such Plan Year to defer under the Qualified Plan as a “before-tax contribution”
(within the meaning of the Qualified Plan), but that cannot be contributed to the Qualified Plan by reason of the Qualified
Plan Limits.
(2) For the 2006 Plan Year, any compensation for services performed during such Plan Year that an Eligible Employee
irrevocably elected before such Plan Year to defer under the Qualified Plan as a “before-tax contribution” (within the
meaning of the Qualified Plan), but that cannot be contributed to the Qualified Plan during such Plan Year by reason of the
Qualified Plan Limits.
(3) For the 2005 Plan Year, any amount that an Eligible Employee irrevocably elected before such Plan Year to defer under the
Qualified Plan as a “before-tax contribution” (within the meaning of the Qualified Plan), but that cannot be contributed to the
Qualified Plan by reason of the Qualified Plan Limits.
(hh) “Specified Date Distribution” means a payment of all or part of a Participant’s Account that is scheduled to commence during a
specified Plan Year in the future, as described in Section 7.02(a).
(ii) “Spouse” means the person, if any, to whom a Participant is legally married under the laws of the state in which the Participant
resides, and who qualifies as a “spouse” within the meaning of 1 U.S.C. § 7.
(jj) “Termination Distribution” means a payment of all or part of a Participant’s Account that commences at a time based on the
Participant’s Termination Date, as described in Section 7.02(b).
(kk) “Termination Date” means the date of an individual’s “separation from service” (within the meaning of section 409A(a)(2)(A)(i) of the
Code) with (x) MeadWestvaco or the Designated Subsidiary with which he is employed and (y) its Affiliates, as determined by
MeadWestvaco in accordance with Treas. Reg. § 1.409A-1(h)(1). For purposes of the Plan:
(1) An individual who is on a leave of absence (with the expectation that he will return) and does not have a statutory or
contractual right to reemployment shall be deemed to have had a “separation for service” on the first date that is more than
six months after the commencement of such leave of absence. However, if the leave of absence is due to any medically
determinable physical or mental impairment that can be expected to last for a continuous period of six months or more, and
such impairment causes the individual to be unable to perform the duties of his position of employment or any substantially
similar position of employment, the preceding sentence shall be deemed to refer to a 29-month period rather than to a six-
month period; and

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(2) A sale of assets to an unrelated buyer that results in an individual working for the buyer or one of its affiliates shall not, by
itself, constitute a “separation from service” for such individual unless MeadWestvaco, with the buyer’s written consent,
so provides in writing 60 or fewer days before the closing of such sale.
(ll) “Valuation Date” means any date or time designated by the Administration Committee for the valuation of Accounts.

2.02. CONSTRUCTION
Effective January 1, 2003, for purposes of the Plan, unless the contrary is clearly indicated by the context:
(a) The use of the masculine gender shall also include within its meaning the feminine and vice versa;
(b) The use of the singular shall also include within its meaning the plural and vice versa;
(c) The word “include” shall mean to include, but not to be limited to; and
(d) Any reference to a statute or section of a statute shall further be a reference to any successor or amended statute or section, and any
regulations or other guidance of general applicability issued thereunder.

2.03. TIMING OF PAYMENTS


(a) The phrase “as soon as practicable after” or any similar phrase shall mean the earliest administratively practicable date after the
relevant date or event; provided that, in accordance with Treas. Reg. § 1.409A-3(b), such date shall be no later than the later of (1) the
last day of the calendar year in which the relevant date or event occurs or (2) the 90th day following the occurrence of the relevant
date or event.
(b) To the extent that any payment under the Plan may be made within a specified number of days, or as soon as practicable, on or after
any date or the occurrence of any date or event, the date of payment shall be determined by the Company in its sole discretion, and
not by any Participant, beneficiary, or other individual.

ARTICLE 3. PARTICIPATION

3.01. COMMENCING PARTICIPATION


(a) Each individual who was a Participant in the Plan on January 1, 2007 shall remain a Participant until his participation ends pursuant to
Section 3.02.
(b) Any individual who was not a Participant in the Plan on January 1, 2007 and who becomes an Eligible Employee on or after January 1,
2007 shall be a Participant as of the date an amount is first credited to his Account.

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(c) Any individual who is not already a Participant in the Plan and whose account under the Mead Corporation Executive Capital
Accumulation Plan was transferred to the Plan effective January 1, 2007, shall be a Participant in the Plan as of January 1, 2007.

3.02. ENDING PARTICIPATION


An individual who becomes a Participant shall remain a Participant until the earlier of (a) his death or (b) the entire balance of his Account has
been paid.

ARTICLE 4. CREDITS TO PARTICIPANTS’ ACCOUNTS

4.01. ELIGIBLE EMPLOYEE DEFERRALS


(a) Nature of Deferrals. For any Plan Year, subject to the rules and restrictions set forth in this Section 4.01, each Eligible Employee may
elect to defer under the Plan receipt of any or all of the following amounts attributable to such Plan Year:
(1) His Restorative Savings Amount for such Plan Year;
(2) Up to 80 percent of his Base Salary for services performed during such Plan Year;
(3) Up to 80 percent of his Commissions for such Plan Year; and
(4) Up to 80 percent of his annual incentive awards (A) for services performed during such Plan Year or (B) that constitute
Performance-Based Compensation for which the performance period ends during such Plan Year.
If an Eligible Employee makes a Deferral Election pursuant to this Section 4.01, his earnings for the applicable payroll period shall be
reduced by the amount that he elects to defer, and the amount he elects to defer shall be credited to his Account on or before the
fifteenth day of the first month after the month in which the applicable amount would otherwise be payable, in accordance with such
procedures as the Administration Committee may establish. Such Eligible Employee shall waive any right to receive the amount
deferred and shall receive instead only any amounts payable pursuant to Article 7 and Article 8.

(b) Time and Manner of Deferral Elections.


Effective for Plan Years that begin after December 31, 2004:
(1) Except as provided in subparagraph (2) or (3):
(A) An Eligible Employee must file his Deferral Election (or any change to such election) with the Plan’s recordkeeper,
in a manner acceptable to the Administration Committee, during Open Enrollment in the Plan Year immediately
preceding the Plan Year in which the services giving rise to the amount to be deferred are performed; and

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(B) Except as required by Section 8.01(d), each Deferral Election (or change to the Deferral Election) shall be irrevocable
during the Plan Year in which the services giving rise to the amount deferred are performed.
(2) With respect to Performance-Based Compensation, the Administration Committee shall have discretion to allow Eligible
Employees to file Deferral Elections (or changes to such elections) after the deadline prescribed by subparagraph (1), above;
provided that:
(A) The Eligible Employee performs services for the Company and/or its Affiliates continuously from the later of (i) the
beginning of the performance period or (ii) the date the performance criteria are established (in accordance with the
requirements of Treas. Reg. § 1.409A-1(e)) through the date his Deferral Election is filed; and
(B) Such Deferral Election (or change thereto) is filed and irrevocable—
(i) No later than six months before the end of the applicable performance period, and
(ii) Before such Performance-Based Compensation is both substantially certain to be paid and readily
ascertainable.
(3) For the first Plan Year in which an individual is eligible to participate in the Plan, if such Eligible Employee has not been
eligible to participate in any other 409A Account Plan, such Eligible Employee’s properly executed Deferral Election may be
delivered to the Plan’s recordkeeper after the deadline prescribed by subparagraph (1), above; provided that: (A) such
Deferral Election is delivered to the recordkeeper no later than 30 days after such individual first becomes eligible to
participate in a 409A Account Plan, (B) such Deferral Election applies only to compensation for services performed after
such Deferral Election is delivered to the recordkeeper, and (C) such Deferral Election is irrevocable during such Plan Year.
(4) If a Participant does not file an election before the first day of any Plan Year after the first Plan Year in which he was eligible
to participate in the Plan, his Deferral Election from the prior Plan Year (if any) shall remain in effect as if it had been re-filed
and shall be irrevocable during such Plan Year. (If the Participant does not have an election in effect for the prior Plan Year,
he shall be deemed to have made a Deferral Election of zero.)

(c) Amount of Deferrals.


(1) An Eligible Employee who elects to defer his Restorative Savings Amount must defer 100 percent of such Restorative
Savings Amount for the applicable Plan Year.
(2) An Eligible Employee who elects to defer any amount other than his Restorative Savings Amount must elect to defer at least
$5,000, not including his Restorative Savings Amount (and disregarding the possibility that the Eligible Employee could
terminate employment before deferring $5,000), for the applicable Plan Year.

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(3) All Deferral Elections pursuant to this Section 4.01 shall be subject to such other rules as the Administration Committee may
establish; provided that such rules and regulations are not inconsistent with the provisions of the Plan.
(d) Limitation on Employee Deferrals. An Eligible Employee’s Deferral Election for any payroll period shall be ineffective to the extent that
the amount deferred will reduce his non-deferred earnings to a level insufficient to pay applicable employment and payroll taxes
(including FICA and Medicare taxes).

4.02. EMPLOYER NON-QUALIFIED MATCHING CREDITS


(a) For each Plan Year with respect to which an Eligible Employee has made a Deferral Election, in accordance with such procedures as
the Administration Committee may establish, a non-qualified matching credit shall be added to each Eligible Employee’s Account,
equal to—
(1) 100 percent of the amount such Eligible Employee deferred for such Plan Year pursuant to Section 4.01(a) up to a maximum
of 3 percent of his Excess Compensation for such payroll period; plus
(2) 50 percent of the amount such Eligible Employee deferred for such Plan Year pursuant to Section 4.01(a) to the extent such
amount exceeds 3 percent of his Excess Compensation for such Plan Year and does not exceed 5 percent of his Excess
Compensation for such Plan Year.
(b) Effective for any Plan Year beginning after December 31, 2006, and subject to the requirements of this subsection (b), the
Administration Committee shall have discretion to add an additional non-qualified matching credit to the Account of any Eligible
Employee who timely filed an irrevocable election to defer his Restorative Savings Amount for such Plan Year.
(1) The amount of any matching credit added pursuant to this subsection (b) shall be no greater than the excess, if any, of—
(A) The amount of the Employer Matching Contributions (as defined in the Qualified Plan) that would have been added
to the Eligible Employee’s Qualified Plan account if the Eligible Employee had deferred under the Qualified Plan the
full amount of compensation that he elected to defer under the Qualified Plan for such Plan Year (pursuant to an
irrevocable election filed before the beginning of such Plan Year), determined without regard to the Qualified Plan
Limits, over
(B) The sum of (i) the Employer Matching Contributions (as defined in the Qualified Plan) actually added to the Eligible
Employee’s Qualified Plan account for such Plan Year, and (ii) the amount of the Eligible Employee’s non-qualified
matching credit for such Plan Year prescribed by subsection (a), above.

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(2) No matching credit pursuant to this subsection (b) shall be added to any Participant’s Account before the last day of the
Plan Year for which it applies. In order to be eligible to receive any matching credit pursuant to this subsection (b), the
Participant must be actively employed by the Company or one of its Affiliates on the last day of such Plan Year.
(3) Any matching credit added to a Participant’s Account pursuant to this subsection (b) (adjusted for earnings, interest, gains,
and losses) shall be paid at the same time and in the same form as the Participant’s Restorative Savings Amount for the Plan
Year with respect to which such additional matching credit is added to the Participant’s Account.
(c) The Administration Committee shall have discretion to determine when non-qualified matching credits are added to Eligible
Employees’ Accounts. Such discretion shall include the discretion to credit all or part of the matching credit required by this
Section 4.02 on a payroll period or monthly basis, and to credit matching credits for any Plan Year after the end of such Plan Year. No
credit shall be adjusted for earnings, interest, gains, or losses with respect to any period before the date on which such credit is added
to the Eligible Employee’s Account.

ARTICLE 5. INVESTMENTS AND ACCOUNTS

5.01. PARTICIPANT ALLOCATION OF ACCOUNTS AMONG BOOK-ENTRY INVESTMENT FUNDS


(a) The Investment Policy Committee shall establish book-entry Investment Funds, which shall include the MeadWestvaco Stock Unit
Fund (an Investment Fund that mirrors the MeadWestvaco Stock Fund under the Qualified Plan), for measuring earnings or losses on
Account balances.
(b) Amounts recorded in a Participant’s Account may be allocated by the Participant, in any proportion (in 1 percent increments), among
the book-entry Investment Funds available under the Plan. Allocation requests shall be made by a notification submitted in such
manner and form, and at such time, as the Administration Committee prescribes.
(c) If a Participant fails to make any allocation in accordance with this Section 5.01, such unallocated funds shall be allocated to the
Investment Fund selected by the Investment Policy Committee.
(d) All non-qualified matching credits pursuant to Section 4.02 shall be allocated initially to the MeadWestvaco Stock Unit Fund but may
be transferred from the MeadWestvaco Stock Unit Fund to other Investment Funds to the extent permitted under Section 5.02.

5.02. CHANGE IN ALLOCATION


(a) At any time (but no more than once per day unless permitted by the Plan’s recordkeeper),

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(1) a Participant may change a previous investment election with respect to future deferrals (not including matching credits,
which are subject to Section 5.01(d)) by submitting a notification to the Plan’s recordkeeper, in such manner and form, and at
such time, as the Administration Committee prescribes, directing such a change; and
(2) a Participant may direct that all or part of his Account allocated to a particular Investment Fund be transferred to any of the
other available Investment Funds by submitting a notification to the Company in such manner and form, and at such time, as
the Administration Committee prescribes.
(b) A Participant may continue to direct the book-entry investment of his Accounts in accordance with this Section 5.02 until the entire
balance of his Account is paid pursuant to Article 7 and Article 8. In addition, a Beneficiary or former Spouse may continue to direct
the investment of the portion of the Participant’s Account to which such person is entitled in accordance with this Section 5.02 until
his interest in the Participant’s Account is fully paid.
(c) Any change in allocation (including any transfer) shall be specified in either whole dollar or whole percentage increments and shall
otherwise be subject to such rules and procedures as the Administration Committee shall establish.

5.03. VALUATION OF INVESTMENT FUNDS


(a) At the discretion of the Administration Committee, the Investment Funds available under the Plan may be valued on a unitized basis.
(b) As of each Valuation Date, the Plan’s recordkeeper shall determine the book-entry fair market value of the balances allocated to each
Investment Fund. Such value shall reflect (1) earnings (or losses) on each Investment Fund, (2) new credits, (3) payments, and
(4) expenses allocated to each Investment Fund since the most recent Valuation Date.

5.04. S UB-ACCOUNTS
(a) The Plan’s recordkeeper shall establish sub-accounts for each Participant’s Account as the Administration Committee or recordkeeper
deems appropriate for any Participant, such as sub-accounts to track Specified Date Distributions and Pre-AJCA Accounts.
(b) Expenses and book-entry investment gains (and losses) shall be allocated among the sub-accounts that comprise each Participant’s
Account at such time and in such manner as the Administration Committee shall prescribe.
(c) The balance of each Participant’s Account (and of each of the several sub-accounts comprising the Participant’s Account) shall be
updated as of each Valuation Date to reflect all gains, losses, income, and expenses of the Investment Funds to which the Account is
allocated, and any payments and expenses with respect to such Participant.

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5.05. RISK OF LOSS


Neither the Plan nor the Company guarantees that the fair market value of the Investment Funds, or of any particular Investment Fund, will not
decrease in value or that the fair market value of any Participant’s Account will not decline as a result of negative performance of book-entry
investments pursuant to this Article 5. Each Participant shall assume all risk of any decrease in the balance of the Investment Funds and their
Accounts, without regard to whether such decrease results from an investment election made by the Company or by the Participant.

5.06. INTERESTS IN THE PLAN


No Participant, Beneficiary, or former Spouse shall have any claim, right, title, or interest in or to any specific assets until a payment is made to
the Participant, Beneficiary, or former Spouse. No Participant, Beneficiary, or former Spouse has any claim, right, title, or interest in or to any
specific assets, except as and to the extent expressly provided herein.

5.07. S PECIAL PROVISIONS APPLICABLE TO THE COMPANY STOCK PORTION OF THE PLAN
(a) Trading Price. Any transfer of an amount into or out of the MeadWestvaco Stock Unit Fund shall be executed using the same closing
price of a share of MeadWestvaco Common Stock as would apply for a comparable transfer into or out of the MeadWestvaco Stock
Fund under the Qualified Plan.
(b) Dividend Equivalents Under the MeadWestvaco Stock Unit Fund. Any credits in a Participant’s Account allocated to the
MeadWestvaco Stock Unit Fund shall be increased whenever a dividend is paid on MeadWestvaco Common Stock. The number of
additional credits credited to a Participant’s Account as a result of such increase shall be determined by (1) dividing the balance of a
Participant’s Account allocated to the MeadWestvaco Stock Unit Fund by the closing price of a share of MeadWestvaco Common
Stock on the composite tape of New York Stock Exchange issues on the dividend record date (or if there was no reported sale of
MeadWestvaco Common Stock on such date, on the next preceding day on which there was such a reported sale), and then (2) by
multiplying the amount resulting from the calculation in clause (1) by the amount of the dividend declared per share of
MeadWestvaco Common Stock on the dividend record date.

ARTICLE 6. VESTING AND FORFEITURE

6.01. VESTING
(a) Except as provided in Section 6.02, each Participant shall have a fully vested, nonforfeitable interest in all amounts deferred under the
Plan and related earnings.
(b) A Participant’s vested interest shall not affect the Participant’s status as a general creditor of the Company, on equal footing with all
other unsecured creditors of the Company, with respect to his Account balance.

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6.02. FORFEITURE
Subject to the requirements of section 409A of the Code (including the limitations set forth in Treas. Reg. § 1.409A-3(j)(4)(xiii)), the amount of
any payment to or on behalf of any individual shall be subject to any claims the Company may have against such individual. The remedies
available to the Company and Affiliates, at law or in equity, for any loss or other injury caused directly or indirectly by a current or former
Participant, shall not be limited in any way.

ARTICLE 7. PAYMENTS

7.01. DISTRIBUTION ELECTION PROCESS


(a) Subject to the provisions of this Article 7, Section 1.03, Appendix B and Appendix C, the Administration Committee shall establish
procedures for Participants to elect the time and manner in which their Accounts will be paid.
(b) Effective January 1, 2005, each Plan Year, during Open Enrollment (or when an Eligible Employee makes a Deferral Election pursuant to
Section 4.01(b)(2) or (3)), each Eligible Employee shall file a Distribution Election specifying the time (or times) and manner of payment
of the deferrals and matching and other credits attributable (as described in Sections 4.01(a) and 2.01(i)) to the upcoming Plan Year. If
an Eligible Employee does not make a Distribution Election for any amount deferred or credited to his Account by the deadline for
making the corresponding Deferral Election, such amount (including associated matching credits and earnings) shall be paid at the
time and in the form prescribed by Section 7.02(b)(2) (unless such time or form is changed in accordance with the requirements of
Section 7.04).
(c) Any Distribution Election that is not made in accordance with the procedures established by the Administration Committee shall be
ineffective and shall be disregarded.

7.02. TYPES OF DISTRIBUTIONS


Subject to the provisions of this Article 7, Section 1.03, Appendix B and Appendix C, a Participant may elect to receive a payment of all or part
of his Account on a specified date or after his Termination Date, in a form permitted under Section 7.03. For purposes of determining the
amount of any payment under this Section 7.02, the balance of any Account shall be determined as of June 30 of the Plan Year in which such
payment is made.
(a) Specified Date Distributions. Subject to the procedures and election deadline prescribed by Section 7.01 and the restrictions set forth
in this Section 7.02(a), a Participant may elect a Specified Date Distribution in a form permitted by Section 7.03.
(1) Each Distribution Election form calling for a Specified Date Distribution shall specify the Plan Year in which such Specified
Date Distribution will commence, which shall be no earlier than the second Plan Year after the Plan Year in which the
applicable Deferral Election was filed (or deemed to be filed, in the case of a deemed election pursuant to Section 4.01(b)(4)).

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(2) After the election deadline prescribed by Section 7.01, an election to receive a Specified Date Distribution may be amended
only in the manner and to the extent permitted under Section 7.04.
(3) Any deferrals and other credits with respect to which an Eligible Employee elects to receive a Specified Date Distribution
shall be segregated in a separate sub-account of the Participant’s Account, to be separately adjusted to reflect earnings and
losses thereon pursuant to Article 5.
(4) Each Specified Date Distribution shall commence as soon as practicable after June 30 of the Plan Year elected by the
Participant pursuant to paragraph (a)(1), above. The Company shall make each payment as soon as practicable after June 30
of the Plan Year in which such payment (whether an installment or a lump sum) is due.
(5) Each Specified Date Distribution shall be coordinated with the Participant’s Termination Distribution, as follows:
(A) If the Participant’s Termination Date (for a reason other than death) occurs before the commencement date for the
Specified Date Distribution:
(i) If the Participant’s Termination Date occurs before the Participant’s 55th birthday, the sub-account or
sub-accounts associated with such Specified Date Distribution shall be paid in the form that applies for
the Participant’s Termination Distribution (or, if the Participant has not elected a form, the form prescribed
by Section 7.02(b)(2)), commencing at the time prescribed by Section 7.02(b)(1)(B).
(ii) If the Participant’s Termination Date occurs on or after the Participant’s 55th birthday, the sub-account or
sub-accounts associated with such Specified Date Distribution shall be paid in accordance with the
Participant’s Specified Date Distribution election, without regard to the Participant’s termination of
employment.
(B) If the Participant’s Termination Date (for a reason other than death) occurs after the commencement date for the
Specified Date Distribution (regardless of the Participant’s age), the sub-account or sub-accounts associated with
such Specified Date Distribution shall continue to be paid in accordance with the Participant’s Specified Date
Distribution election, without regard to the Participant’s termination of employment (but subject to paragraph (6),
below).
(6) Notwithstanding the form or time of payment elected by the Participant or any other individual, if a Participant dies before he
receives all or part of a Specified Date Distribution, the Company shall pay any remaining balance in his Account in
accordance with Section 8.02.

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(b) Distributions Following Termination Date.


(1) Subject to the procedures and election deadline prescribed by Section 7.01 and the restrictions set forth in this
Section 7.02(b), a Participant may elect that a Termination Distribution will commence, in a form permitted by Section 7.03, as
soon as practicable after June 30 of any Plan Year after the Plan Year in which his Termination Date occurs, subject to the
following restrictions:
(A) The elected Plan Year of commencement must be no later than the earlier of—
(i) The tenth Plan Year following the Participant’s Termination Date, or
(ii) The Plan Year next following the later of (I) the Plan Year in which the Participant attains age 70 or (II) the
Plan Year in which the Participant’s Termination Date occurs.
(B) If the Participant’s Termination Date (for a reason other than death) occurs before his 55th birthday, his election as
to the time of payment shall not apply and payment shall commence as soon as practicable after (I) June 30 of the
Plan Year next following the Plan Year in which such Participant’s Termination Date occurs or (II) such later
commencement date as required by reason of a change in election previously filed under Section 7.04(a).
(C) Notwithstanding the form or time of payment elected by the Participant or any other individual, if the Participant
dies before his entire Account is paid, the Company shall pay his Account in accordance with Section 8.02.
(2) Subject to Section 7.04, any portion of a Participant’s Account with respect to which the Participant did not file a valid and
timely Distribution Election shall be paid in a lump sum as soon as practicable after June 30 of the Plan Year next following
the Plan Year in which the Participant’s Termination Date occurs. For purposes of this Section 7.02(b)(2), a deemed election
under Section 4.01(b)(4) shall be treated as a valid and timely Distribution Election. If the Participant dies before all or part of
his Account is paid pursuant to this Section 7.02(b)(2), his Account shall be paid in accordance with Section 8.02.

7.03. FORM OF PAYMENT OF DISTRIBUTIONS


(a) Except as otherwise provided in paragraph (b), below, all payments pursuant to this Article 7 shall be in the form of a lump sum.
(b) At the time that he makes a Distribution Election with respect to any amount (in accordance with Section 7.01(b)), a Participant may
elect to receive the portion of his Account that is attributable to such amount in annual installments or a combination of annual
installments and a partial lump sum, subject to the following restrictions:
(1) Effective January 1, 2005, in the case of a Specified Date Distribution, the number of annual installments shall not exceed
five.

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(2) In the case of a Termination Distribution:


(A) The number of annual installments shall not exceed 20, and
(B) If the vested balance of a Participant’s Account as of June 30 of the Plan Year in which payments are scheduled to
commence is $50,000 or less, such vested balance shall be paid to the Participant in a lump sum; and
(C) No partial lump sum shall be paid to any Participant whose Termination Date occurs before he attains age 55. If
Participant’s age as of his Termination Date is less than 55, any Termination Distribution that is scheduled to be
paid in a combination of annual installments and a partial lump sum shall be paid in annual installments over the
scheduled number of years, without the partial lump sum.
(3) To the extent that payments are to be made in annual installments, the amount of each annual installment shall be equal to
the balance of the applicable Account as of June 30 of the applicable Plan Year divided by the number of annual installments
remaining to be paid.

7.04. CHANGES TO THE TIME AND FORM OF DISTRIBUTION


(a) Effective January 1, 2005, a Participant may change the time or form in which all or a portion of his Account (not including any Pre-
AJCA Account, which shall be subject to the provisions of Appendix B and Appendix C) will be paid only to the extent permitted by
the Administration Committee, in accordance with any rules or procedures that the Administration Committee may establish. Such
rules or procedures established by the Administration Committee shall be designed to avoid adverse tax consequences and, except as
permitted under the special transition rules set forth in paragraph (b), below, shall comply with the following restrictions:
(1) Any change must be filed with the Plan’s recordkeeper before the Participant’s Termination Date.
(2) The time or schedule for payment of all or part of a Participant’s Account shall not be accelerated, unless the Administration
Committee determines that such acceleration would not result in adverse tax consequences under section 409A of the Code
or other applicable tax doctrines. The Administration Committee shall have discretion to accelerate payments to the extent
(and only to the extent) permitted by Treas. Reg. § 1.409A-3(j)(i) through (xiv).
(3) The time or schedule for payment may be delayed and the form of payment may be changed only if: (A) the Participant’s
election is filed with the Plan’s recordkeeper at least 12 months before the date of the first payment from the sub-account to
which such election applies would be made if not for such election and (B) the Participant’s election results in payment
being delayed for at least five years from the date payment otherwise would have been made. For purposes of this rule, the
payment date in any Plan Year shall be deemed to be July 1 of such Plan Year.

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Where an amount is scheduled to be paid upon more than one alternative date or event (such as the earliest of a fixed date,
the Participant’s Termination Date, or his death), the requirements of this Section 7.04(a)(3) shall be applied separately with
respect to each date or event, in accordance with Treas. Reg. § 1.409A-2(b)(6).

(b) Special Transition Rules


(1) Papers Participants. Any Participant whose employment was terminated as of May 1, 2005 as a result of MeadWestvaco’s
divestiture of its Papers business (a “Papers Participant”) may make a one-time election, to be filed with the Plan’s
recordkeeper on or before May 20, 2005, to change the time and/or form in which all or part of his Account is paid; provided
that:
(A) The elected commencement date shall not be before July 2006;
(B) The elected form shall be either a lump sum or annual installments over a period of 20 or fewer years; and
(C) If, as of the Papers Participant’s elected commencement date, the vested balance of his Account is less than or
equal to $50,000, such vested balance shall be paid in a lump sum.
(2) AJCA Transition. Prior to January 1, 2009, or such earlier deadline as established by the Administration Committee, any
Participant may elect to change the time and/or form in which all or part of his Account (not including any Pre-AJCA
Account, which shall be subject to the provisions of Appendix B or Appendix C, as applicable) is paid; provided that:
(A) Such election shall not become effective unless such election is filed with the Plan’s recordkeeper (i) before the
Participant’s Termination Date and (ii) at least 12 months before the date the first payment from the sub-account to
which such election applies would be made if not for such election;
(B) Payments pursuant to such election shall commence no earlier than 12 months after such election is filed with the
Plan’s recordkeeper; and
(C) The elected form of payment shall be a form permitted under Section 7.03.
After December 31, 2008, or such earlier deadline as established by the Administration Committee, any election pursuant to
this Section 7.04(b)(2) may be amended only to the extent permitted under Section 7.04(a).

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(c) Rules of Construction


(1) For purposes of this Section 7.04, a series of installment payments shall be treated as a single payment. A combination of
installments and a lump sum shall be treated as two separate payments: (A) the lump sum and (B) the series of installments.
(2) Any election to change the time or form of payment of all or part of a Participant’s Account that does not comply with the
rules and procedures established by the Administration Committee, or that is otherwise inconsistent with the restrictions set
forth in this Section 7.04, shall be null and void.
(d) Discontinuation of Unscheduled Distributions. Effective January 1, 2005, unscheduled distributions (other than hardship withdrawals
in accordance with Section 8.01) shall not be permitted; provided that the provisions for unscheduled distributions in effect as of
October 3, 2004, as set forth in Appendix B and Appendix C, shall remain in effect for Pre-AJCA Accounts.

7.05. PRE-AJCA ACCOUNTS


Effective January 1, 2005, the provisions of this Article 7 shall not apply for any Pre-AJCA Account. Pre-AJCA DIP Accounts shall be paid in
accordance with Section B-3, except as provided in Section B-4. Pre-AJCA Ex-CAP Accounts shall be paid in accordance with Sections C-3
through C-5.

ARTICLE 8. HARDSHIP WITHDRAWALS AND PAYMENTS UPON DEATH

8.01. HARDSHIP WITHDRAWAL.


Effective January 1, 2005, subject to approval by the Administration Committee, a Participant who is actively employed by the Company and
who satisfies the requirements of this Section 8.01 may receive a lump-sum hardship withdrawal of a portion of his Account (not including any
Pre-AJCA Account, which shall be subject to the provisions of Appendix B or Appendix C, as applicable) in case of an “unforeseeable
emergency.”
(a) For purposes of this Section 8.01, an “unforeseeable emergency” is a severe financial hardship of the Participant resulting from:
(1) An illness or accident of the Participant or his Spouse or dependent (as defined in section 152(a) of the Code),
(2) Loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not
otherwise covered by insurance, for example, as a result of a natural disaster), or
(3) Such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Participant (such as imminent foreclosure or eviction from the Participant’s primary residence, the need to pay

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medical expenses, including non-refundable deductibles and prescription drugs, and the need to pay funeral expenses for
the Participant’s Spouse or dependent (as defined in section 152(a) of the Code)), as determined by the Administration
Committee.
In no case may the need to send a child to college or the desire to purchase a home constitute an “unforeseeable emergency.”
(b) If a Participant seeks to receive a payment pursuant to this Section 8.01, the Participant shall present such evidence and certifications
as the Administration Committee or the Plan’s recordkeeper considers necessary to determine whether the Participant meets the
requirements of this Section 8.01.
(c) The amount of any payment pursuant to this Section 8.01 shall not exceed the amount reasonably required to satisfy the emergency
need, taking into account both cessation of deferrals pursuant to paragraph (d), below, and the extent to which the Participant’s
unforeseeable emergency is or may be relieved through—
(1) Reimbursement or payment by insurance or otherwise;
(2) A commercial loan or a loan under the Qualified Plan;
(3) A hardship withdrawal under the Qualified Plan;
(4) Liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship; or
(5) Cessation of deferrals under the Qualified Plan or any other tax-qualified retirement plan maintained by the Company or an
Affiliate.

(d) If a Participant receives a payment pursuant to this Section 8.01—


(1) His Deferral Elections for the remainder of the Plan Year in which such hardship withdrawal is paid shall be canceled;
(2) Any deferral election previously filed by the Participant under any other nonqualified deferred compensation arrangement
maintained by the Company or an Affiliate shall be canceled; and
(3) The Participant shall not be permitted to file any further Deferral Elections (or any deferral elections pursuant to any other
plan maintained by the Company or an Affiliate) with respect to the Plan Year during which such hardship withdrawal is
paid.

8.02. PAYMENTS UPON DEATH


Upon the death of a Participant (whether or not the Participant is employed by MeadWestvaco or an Affiliate at the time of death), the
Company shall pay any remaining balance in the Participant’s Account to the Participant’s Beneficiary or Beneficiaries in a lump sum

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as soon as practicable after the Participant’s death. For purposes of this Section 8.02, the remaining balance in the Participant’s Account shall
be determined as of the last day of the calendar month immediately preceding the calendar month in which the lump-sum payment required by
this Section 8.02 is made.

8.03. DESIGNATION OF BENEFICIARY


A Participant shall be entitled to make a beneficiary designation in the form and manner authorized by the Administration Committee. In the
event that a Participant has not properly designated a Beneficiary, his Beneficiary or Beneficiaries shall be the same beneficiary or beneficiaries
as under the Qualified Plan.

8.04. PRE-AJCA ACCOUNTS


Effective January 1, 2005, the provisions of this Article 8 shall not apply with respect to any Pre-AJCA Account, except as provided in
Sections B-4 and C-4 with respect to Beneficiary designations. Hardship withdrawals and post-death payment of any Pre-AJCA DIP Account
shall be governed by Section B-3. Hardship withdrawals and post-death payment of any Pre-AJCA Ex-CAP Account shall be governed by
Sections C-3 and C-4.

ARTICLE 9. PLAN ADMINISTRATION

9.01. PLAN ADMINISTRATOR


The individuals or committee(s) appointed by the Chief Executive Officer of MeadWestvaco to administer the Qualified Plan shall also
administer this Plan, unless such Chief Executive Officer appoints different individuals (or a different committee) to administer this Plan. The
authority to administer the Plan shall not include the power to amend the Plan, to determine funding policy, or to appoint actuaries or
independent accountants, which powers are reserved by the Board of Directors (except as provided in Section 10.01(b).

9.02. DELEGATION AND EMPLOYMENT OF AGENTS


Instruments designating a named individual or committee may grant to such named individual or committee the power to designate other
persons to carry out the responsibilities delegated to such individual or committee. Any individual or committee designated by the Chief
Executive Officer of MeadWestvaco, or by an individual or committee designated by the Chief Executive Officer of MeadWestvaco, may
employ one or more persons to render advice or to assist with regard to any responsibility such individual or committee has under the Plan.

9.03. INTERPRETATIONS
All interpretations pertaining to facts or provisions of the Plan made by the Plan Administrator or the Administration Committee shall be made
in the complete and exclusive discretion of the Plan Administrator or Administration Committee, as applicable, and shall be binding and
conclusive on all parties. The Plan Administrator or Administration Committee, as appropriate, shall have the complete and exclusive
discretion to resolve ambiguities and inconsistencies in the language of the Plan and to supply omissions in the language of the Plan.

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9.04. ELECTIONS AND DESIGNATIONS


All elections and designations that Participants are required or permitted to make under the Plan shall be made in writing or electronically in the
form prescribed by the Administration Committee or the Plan’s recordkeeper (or their designees).

9.05. CLAIMS
Claims for participation in or benefits under the Plan shall be filed in accordance with procedures established by the Plan Administrator, in
such form as shall be acceptable to the Company. In the absence of a separate written claims procedure, the claims procedure under the
Qualified Plan shall apply under the Plan.

9.06. POSTPONEMENT OF ACTION


In the event that any dispute shall arise as to any act to be performed by the Plan Administrator, the Plan Administrator may postpone the
performance of such act until actual adjudication of such dispute shall have been made in a court of competent jurisdiction or until the Plan
Administrator shall be indemnified by the Company against any liability.

ARTICLE 10. AMENDMENT AND TERMINATION OF PLAN

10.01. AMENDMENT OF THE PLAN


(a) The Company reserves the right, at any time and from time to time, to amend in whole or in part, either retroactively or prospectively,
any or all of the provisions of this Plan without notice to or the consent of any Participant or Beneficiary hereunder; provided,
however, that no amendment shall:
(1) Reduce any Participant’s vested Account balance, except to the extent that a reduction results from (A) an amendment
described in Section 1.03(a)(4) or (B) an amendment that the Company determines is necessary or appropriate to conform the
Plan to mandatory provisions of applicable federal or state laws, regulations, or rulings or to secure or maintain favorable tax
treatment of amounts deferred under the Plan;
(2) Constitute or result in a “material modification” of the Plan (within the meaning of section 885(d) of the AJCA) with respect
to any Pre-AJCA Account, unless, and only to the extent that, the amendment or other action that could constitute a
“material modification” expressly states that it is intended to constitute a “material modification” of the Plan with respect to
one or more Pre-AJCA Accounts; or
(3) Be effective to the extent that it would result in a violation of any requirement under section 409A of the Code.

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(b) Any amendment of this Plan may be adopted by resolution of the Board of Directors. In addition, the Chairman of the Board of
Directors, the Chief Executive Officer of MeadWestvaco, the President of MeadWestvaco, and the Senior Vice President of
MeadWestvaco with responsibility for Human Resources may make any amendment which: (1) may be necessary or desirable to
improve the administration of the Plan, so long as such amendment does not materially affect the substance of the Plan or the level of
benefits the Plan provides or (2) may be required to comply with various federal or state laws (including tax laws that might result in
adverse tax consequences to any Participant, the Company, or an Affiliate).

10.02. TERMINATION OF THE PLAN


(a) Reservation of Right to Terminate. Although the Company expects to continue the Plan indefinitely, the Company reserves the right
to terminate the Plan, partially or in its entirety, without notice to or the consent of any Participant or Beneficiary, by a written
resolution of the Board of Directors.
(b) Date of Termination. If the Board of Directors adopts a resolution to terminate the Plan, the Plan shall be terminated as of a date to be
specified in the resolution.
(c) Rights of Affected Participants. In the event of the termination or partial termination of the Plan, or the discontinuance of deferrals and
credits to the Plan, the balance of any Participant’s Account and timing of payments of such balance shall remain unchanged, unless
(1) the Participant consents otherwise and (2) MeadWestvaco determines that the change would not result in adverse tax
consequences under section 409A of the Code (e.g., the change is permitted by Treas. Reg. § 1.409A-3(j)(4)(ix)).

10.03. DESIGN DECISIONS


Decisions regarding the design of the Plan shall be made in a settlor capacity. The act of modifying, altering, amending, or terminating the Plan
shall be taken on behalf of the Company as employer sponsor of the Plan, and shall not be construed under any circumstances as an act taken
in a fiduciary capacity under or with respect to the Plan.

ARTICLE 11. MISCELLANEOUS PROVISIONS

11.01. EMPLOYMENT RIGHTS NOT AFFECTED BY PLAN


The adoption and maintenance of the Plan shall not be deemed to constitute a contract between the Company or an Affiliate and any
employee or other service provider. Nothing herein contained shall be deemed to give to any individual the right to be retained in the employ
of the Company or an Affiliate or to interfere with the right of the Company or an Affiliate to discharge any service provider.

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11.02. DOUBT AS TO IDENTITY


(a) If, after reasonable efforts, the Administration Committee is unable to determine the whereabouts of any person entitled to payment
hereunder, the Accounts of such person shall be deemed paid in accordance with the required payment schedule, and the
Administration Committee shall take (or cause to be taken) all steps that it determines to be reasonably appropriate to avoid a violation
of section 409A of the Code (e.g., withholding income taxes at the time of each deemed payment, and depositing the amount withheld
with the Internal Revenue Service). For purposes of the preceding sentence, notice by registered mail sent to such person’s most
recent address (as reflected in the Plan records) shall be deemed to constitute reasonable efforts to locate such person. Subject to the
requirements of section 409A of the Code, if such person subsequently makes a proper claim to the Company for such sum, the
Company may in its discretion pay to such person the net amount (after withholding) of the deemed payment described in this
Section 11.02(a).
(b) If a payment is made to a Participant, Beneficiary, or former Spouse as provided under the Plan, the payment is not returned as being
undeliverable, and the check on which the payment is made is not presented for payment before such time as the check expires, then
the amount of the check may be forfeited. However, subject to the requirements of section 409A of the Code, if such Participant,
Beneficiary, or former Spouse subsequently makes a proper claim for the amount of the uncashed benefit check, the Company may in
its discretion issue a replacement check.

11.03. PAYMENT MEDIUM


All payments under this Plan shall be made in cash.

11.04. OBLIGATIONS TO MAKE PAYMENTS


Any obligation of the Company, MeadWestvaco, or any Designated Subsidiary to make a payment under the Plan may be satisfied by
MeadWestvaco or the applicable Designated Subsidiary (a) making the payment or (b) causing another party, such as an Affiliate or the
trustee of an unsecured trust, to make the payment.

11.05. LIABILITY LIMITED


Except as otherwise provided by applicable law, no liability shall attach to or be incurred by the shareholders, directors, officers, or employees
of the Company or any Affiliate under or by reason of any of the terms and conditions contained in the Plan or in any of the contracts
procured pursuant thereto or implied therefrom.

11.06. OVERPAYMENTS
To the extent permitted by section 409A of the Code, if any overpayment of benefits is made under the Plan, the amount of the overpayment
may be set off against further amounts payable to or on behalf of the person who received the overpayment until the overpayment has been
recovered. The foregoing remedy is not intended to be exclusive.

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11.07. INCAPACITY AND MINOR STATUS


If any individual is a minor or unable to care for his affairs because of illness or accident, unless a duly qualified guardian or other legal
representative has been appointed, any payment due from the Plan to that individual may be paid, for the benefit of such individual, to his
Spouse, parent, brother, sister, or other person deemed by the Administration Committee to have incurred expenses for such person. Such
payment, to the extent thereof, shall discharge all liability for such payment under the Plan.

11.08. ASSIGNMENT AND LIENS


(a) Nonalienability of Benefits. Subject to paragraph (b), below, the right of any person to any benefit or payment under the Plan shall not
be subject to alienation, transfer, assignment, or encumbrance, or otherwise subject to lien, and any such attempt to alienate, transfer,
assign, or encumber any benefit or payment under the Plan shall be null and void.
(b) Exception for Transfers Incident to Divorce. Paragraph (a), above, shall not apply to payments made pursuant to a qualified domestic
relations order (as defined in section 414(p)(1)(A) of the Code) applicable to this Plan. Any domestic relations order shall be subject to
the terms of the Qualified Plan with respect to any such orders, except that all qualified domestic relations orders shall be construed
and executed in a manner consistent with the terms of the Plan and the requirements of section 409A of the Code.

11.09. WITHHOLDING TAXES


The Administration Committee may make any appropriate arrangements to deduct from all amounts paid under the Plan, or to collect, any taxes
reasonably determined to be required to be withheld under applicable laws. Irrespective of whether withholding is required, the Participant,
Beneficiary, or surviving or former Spouse, as the case may be, shall bear all taxes on amounts paid under the Plan, on any imputed income
resulting from the operation of the Plan, and on any other payments or compensation from the Company or an Affiliate.

11.10. TITLES AND HEADINGS NOT TO CONTROL


The titles to articles and the headings of sections, subsections, paragraphs, and clauses in the Plan are placed herein for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

11.11. NOTICE OF PROCESS


In any action or proceeding involving the Plan, the Company and the Administration Committee are the only necessary parties, and no
Participant, Beneficiary, former Spouse, or other person having or claiming to have an interest under the Plan shall be entitled to any notice of
process unless such notice is required by applicable law.

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11.12. PLAN EXPENSES


All reasonable expenses incurred in the administration of the Plan may be charged against Participants’ accounts in such manner as the
Administration Committee determines to be reasonable.

11.13. GOVERNING LAW AND LIMITATION ON ACTIONS


(a) The Plan shall be construed, administered, and regulated in accordance with the provisions of federal law, and, to the extent not
preempted thereby, in accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.
(b) No claim for non-payment or underpayment of benefits allegedly owed by the Plan (regardless of whether such benefits are allegedly
due under the terms of the Plan or by reason of any law) may be filed in court until the claimant has exhausted the claims review
procedures established in accordance with Section 9.05. Claims for underpayment or non-payment of benefits must be filed in a court
located with jurisdiction to hear the claim no later than thirty-six (36) months after the date when the payment of the benefit
commenced or the date when the first payment was allegedly due, as applicable. The running of the thirty-six (36) month limitations
period shall be suspended during the time that any request for review of the claim pursuant to Section 9.05 is pending before the
Administration Committee. The foregoing limitations period is expressly intended to replace and to supersede any limitations period
that might otherwise be deemed applicable under state or federal law in the absence of this Section 11.13. Claims filed after the
expiration of the limitations period prescribed by this Section 11.13 shall be deemed to be time-barred.

11.14. CLASS ACTION FORUM SELECTION CLAUSE


(a) To the fullest extent permitted by law, any lawsuit associated with a putative class action lawsuit relating in any way to the Plan or the
administration of the Plan shall be filed in one of the following jurisdictions: (1) the jurisdiction in which the Plan is principally
administered or (2) the jurisdiction in which the largest number of putative class members resides (or if that jurisdiction cannot be
determined, the jurisdiction in which the largest number of class members is reasonably believed to reside). If any such lawsuit is filed
in a jurisdiction other than the one described in the previous sentence, then the Plan, any Plan affiliates, and all alleged Plan
participants shall take all necessary steps to have the lawsuit removed to, transferred to, or re-filed in the jurisdiction described in the
previous sentence.
(b) This Section 11.14 does not relieve the Plan or any putative litigant or class member of any obligation existing under the Plan or by law
to exhaust administrative remedies (including the applicable claims procedures) before initiating litigation or to comply with the
limitation of actions provision set forth in Section 11.13(b).

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11.15. S EVERABILITY
If any provision of the Plan should be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

11.16. INTEGRATION CLAUSE AND COMPLETE STATEMENT OF PLAN


This document is a complete statement of the Plan and, as of the effective date hereof, supersedes all prior plan documents. No Participant,
Beneficiary, former Spouse, or any other person shall be entitled to or have any vested right in or claim to a benefit under the Plan, except as
expressly provided herein. The Company shall from time to time issue to Participants one or more booklets or brochures or make presentations
summarizing the Plan. In the event of any conflict between the terms of the Plan document and the terms of any such booklets, brochures, and
presentations summarizing the Plan, the terms of the Plan document shall control.

* * *

IN WITNESS WHEREOF the undersigned has executed this restatement of the Plan.

/s/ John A. Luke, Jr.


John A. Luke, Jr.
Chairman and Chief Executive Officer

APPROVALS

LAW DEPARTMENT

By /s/ John J. Carrara


John J. Carrara
Associate General Counsel and
Assistant Secretary

FILED: December 30, 2008

By /s/ Wendell L. Willkie, II


Wendell L. Willkie, II
Senior Vice President, General Counsel and Secretary

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APPENDIX A. TRANSFER OF EX-CAP BALANCES

Effective January 1, 2007 (the “Merger Date”), The Mead Corporation Executive Capital Accumulation Plan (the “Ex-CAP”) is merged into the
Plan. From and after the Merger Date:
A-1. Amounts deferred under the Ex-CAP shall be credited to sub-accounts established pursuant to Section 5.04 of the Plan (the “Ex-CAP
Accounts”). Any individual with an account balance under the Ex-CAP who is not already a Participant in the Plan shall become a
Participant in the Plan on the Merger Date.
A-2. Except as otherwise provided in this Appendix A, each Participant’s Ex-CAP Account shall be subject to the terms of the Plan, as in
effect and amended from time to time.
A-3. Subject to the Participant’s right to change the time or form of payment pursuant to Section 7.04 of the Plan (or, for Pre-AJCA Ex-CAP
Accounts, Appendix C):
(a) The Company shall pay each Participant’s Ex-CAP Account in accordance with his most recent distribution election that is
valid under the Terms of the Plan and the AJCA (as determined by the Administration Committee in its sole discretion)
under the Ex-CAP filed prior to the Merger Date.
(b) If any Participant has not filed a valid distribution election with respect to all or part of his Ex-CAP Account prior to the
Merger Date, the Company shall pay any amount to which a valid distribution election does not apply in a lump sum as
soon as practicable after June 30 of the Plan Year next following the Plan Year in which his Termination Date occurs.
(c) If any Participant dies before his entire Ex-CAP Account has been paid, the Company shall pay the remaining vested
balance of his Ex-CAP Account to his Beneficiary in accordance with Section 8.02 of the Plan.

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APPENDIX B. DISTRIBUTION OF PRE-AJCA DIP ACCOUNTS

B-1. APPLICABILITY
This Appendix B applies only for Pre-AJCA DIP Accounts, as defined in Section 2.01(dd)(1) of the Plan. This Appendix B sets forth
the rules relating to form and time of payment for Pre-AJCA DIP Accounts that applied under the Pre-AJCA DIP (as defined below).

B-2. DEFINITIONS
For purposes of this Appendix B—
(a) “Gross Misconduct” means conduct, including a Pre-AJCA DIP Participant’s performance, that the Company determines is
cause for terminating the Participant’s employment. Gross Misconduct includes engaging in fraud, misappropriation,
embezzlement, neglect of duties and responsibilities, insubordination, or any other material violation of the Company’s
policies and procedures.
(b) “Pre-AJCA DIP” means the MeadWestvaco Corporation Deferred Income Plan as in effect on October 3, 2004.
(c) “Pre-AJCA DIP Participant” means a Participant who (i) terminated employment with the Company and Affiliates before
January 1, 2005, and (ii) has a Pre-AJCA DIP Account.
(d) “Pre-AJCA DIP Termination Date” means the date, before January 1, 2005, on which a Pre-AJCA DIP Participant’s
employment with the Company ended, other than by death, including the date on which a Pre-AJCA DIP Participant retired,
quit, or was discharged.
(e) “Pre-AJCA DIP Termination Distribution” means a distribution of all or part of a Participant’s Pre-AJCA DIP Account,
scheduled to commence after his Pre-AJCA DIP Termination Date, in accordance with Section B-3(b).
(f) “Pre-AJCA DIP Unforeseeable Emergency” means a severe financial hardship resulting from—
(i) a sudden and unexpected illness or accident of the Pre-AJCA DIP Participant or his dependent (as defined in
section 152(a) of the Code);
(ii) loss of the Pre-AJCA DIP Participant’s property due to casualty; or
(iii) such other similar extraordinary and unforeseeable circumstances, as approved by the Administration Committee in
a non-discriminatory manner, arising as a result of events beyond the Pre-AJCA DIP Participant’s control.

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In no case may the need to send a child to college or the desire to purchase a home constitute a Pre-AJCA DIP
Unforeseeable Emergency.

B-3. S CHEDULED DISTRIBUTION OF PRE-AJCA DIP ACCOUNTS


(a) Scheduled Distribution Elections
(i) The Company shall pay Pre-AJCA DIP Accounts in accordance with Pre-AJCA DIP Participant distribution
elections made pursuant to such procedures established by the Administration Committee as were in effect on
October 3, 2004. Any distribution election not made in accordance with such procedures shall be ineffective and
shall be disregarded.
(ii) If a Pre-AJCA DIP Participant terminates employment with the Company without an Pre-AJCA DIP effective
distribution election, the Company shall pay his Pre-AJCA DIP Account in accordance with Section B-3(b)(iii).

(b) Scheduled Distributions Following Termination of Employment


(i) To the extent properly elected, a Pre-AJCA DIP Termination Distribution shall commence (in a form permitted under
Section B-3(c)) in a Plan Year after the Participant’s Pre-AJCA DIP Termination Date.
(A) If the Pre-AJCA Termination Date occurs prior to the date on which the Pre-AJCA DIP Participant attains
age 55, distribution shall commence as soon as practicable after June 30 of the calendar year following the
Pre-AJCA DIP Termination Date.
(B) If the Pre-AJCA DIP Termination Date occurs on or after the date on which the Pre-AJCA DIP Participant
attains age 55, and the reason for termination is not Gross Misconduct, distribution shall commence no
later than the earliest administratively practicable date after June 30 in the earlier of the (1) tenth calendar
year following his Pre-AJCA DIP Termination Date; or (2) the calendar year in which he attains age 70.
(C) If a Pre-AJCA DIP Participant’s employment with the Company is terminated for Gross Misconduct,
distribution of his Pre-AJCA DIP Account shall commence as soon as practicable after June 30 of the
calendar year following the his Pre-AJCA DIP Termination Date. The amount of any distribution to any
individual whose employment is terminated for Gross Misconduct shall be subject to any claims the
Company may have against such individual arising from such Gross Misconduct.
(ii) Notwithstanding any election by a Pre-AJCA DIP Participant to receive an in-service distribution pursuant to
Section 7.02(a) of the Pre-AJCA DIP, if a Pre-AJCA DIP Participant terminated employment prior to receiving all or
part of such distribution, the distribution election shall be canceled (to the extent unpaid) and the sub-account or
sub-accounts associated with such distribution shall be distributed in accordance with the terms of his Pre-AJCA
DIP Termination Distribution election.

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(iii) If a Pre-AJCA DIP Participant terminated employment without an effective Pre-AJCA DIP Termination Distribution
election, his Pre-AJCA DIP Account (including sub-accounts associated with any unpaid portions of any in-
service distribution pursuant to Section 7.02(a) of the Pre-AJCA DIP) shall be distributed in a single lump sum, as
soon as practicable after June 30 of the calendar year following the calendar year in which his Pre-AJCA DIP
Termination Date occurs.
(iv) If a Pre-AJCA DIP Participant terminated employment with an effective Pre-AJCA DIP Termination Distribution
election that does not apply to the entire balance in his Pre-AJCA DIP Account, (A) distribution of the portion of
the Pre-AJCA DIP Account to which a Pre-AJCA DIP Termination Distribution election applies shall commence in
accordance with the terms of such election, and (B) the remaining balance of his Pre-AJCA DIP Account shall be
paid in a lump sum as soon as practicable after June 30 of the calendar year following the calendar year in which his
Pre-AJCA DIP Termination Date occurs.

(c) Form of Payment Following Termination of Employment


(i) Except as otherwise provided in Section B-3(c)(ii), all payments under this Section B-2 shall be in the form of lump
sum, equal to the full balance of the Pre-AJCA DIP Participant’s nonforfeitable interest in his Pre-AJCA DIP
Account as of June 30 in the Plan Year in which the distribution is made.
(ii) A Pre-AJCA DIP Participant may elect to receive his Pre-AJCA DIP Account in annual installments over a specified
period of up to 20 years; provided that:
(A) If, as of June 30 of the year in which payment is scheduled to commence, the Pre-AJCA DIP Account
balance is $50,000 or less, the Company shall pay such balance to the Pre-AJCA DIP Participant in a lump
sum; and
(B) If the Pre-AJCA DIP Participant’s employment with the Company is terminated for Gross Misconduct, the
Company shall have sole discretion to determine the form in which his Pre-AJCA DIP Account is paid.
The amount of each annual installment shall be equal to the balance of the Pre-AJCA DIP Account as of June 30 of
the applicable year divided by the number of annual installments remaining to be paid. A Pre-AJCA DIP Participant
may change his election with respect to form of payment of his Pre-AJCA DIP Account only to the extent permitted
by and subject to such rules and procedures established by the Administration Committee as in effect on
October 3, 2004.

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(d) Rehire
(i) If a Pre-AJCA Participant is rehired by the Company before his Pre-AJCA DIP Distribution commences, his prior
termination date shall not be treated as his Pre-AJCA DIP Termination Date for purposes of this Appendix B.
(ii) If a Pre-AJCA Participant is rehired by the Company after his Pre-AJCA DIP Termination Distribution commences,
payments shall continue in accordance with the payment schedule in effect, without regard to his rehire.

B-4. UNSCHEDULED DISTRIBUTIONS AND PAYMENTS UPON DEATH


(a) A Pre-AJCA DIP Participant shall not be eligible to receive an unscheduled distribution except to the extent permitted by
subsections (b) and (c) of this Section B-4.

(b) Hardship Distribution


(i) A Pre-AJCA DIP Participant who is actively employed by the Company (after having been rehired before
commencement of his Pre-AJCA DIP Termination Distribution) and who satisfies the requirements of this Section
B-4(b) may receive an unscheduled distribution from his Pre-AJCA DIP Account in the event of a Pre-AJCA DIP
Unforeseeable Emergency.
(ii) If a Pre-AJCA DIP Participant seeks to receive a distribution pursuant to this Section B-4(b), he shall present such
evidence and certifications as the Administration Committee or the Plan’s recordkeeper considers necessary to
determine whether the Pre-AJCA DIP Participant meets the requirements of this Section B-4(b). The amount of any
distribution pursuant to this Section B-4(b) shall not exceed the amount reasonably required to satisfy the
emergency need.
(iii) Notwithstanding the forgoing, a distribution shall not be made pursuant to this Section B-4(b) to the extent that the
applicable Pre-AJCA DIP Unforeseeable Emergency is or may be relieved through—
(A) reimbursement or payment by insurance or otherwise;
(B) a commercial loan or loan under the Qualified Plan;
(C) a hardship distribution under the Qualified Plan;

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(D) liquidation of the Pre-AJCA DIP Participant’s assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship; or
(E) cessation of deferrals under the Plan.
(iv) If a Pre-AJCA DIP Participant receives a distribution pursuant to this Section B-4(b)—
(A) any Deferral Elections previously filed by the Pre-AJCA DIP Participant with respect to a period after the
distribution shall be canceled; and
(B) the Pre-AJCA DIP Participant shall not be permitted to file any further Deferral Election forms with respect
to any Plan Year before the Plan Year that beings after the Plan Year in which such distribution is made.
(c) Non-Hardship “Haircut” Distribution. A Pre-AJCA DIP Participant who does not qualify for a Pre-AJCA Hardship
Distribution may at any time elect to receive a distribution of all or any portion of his Pre-AJCA DIP Account; provided,
however, that if a Pre-AJCA DIP Participant receives an unscheduled distribution pursuant to this Section B-4(c), an amount
equal to 10 percent of the amount requested to be distributed shall be permanently forfeited from the vested balance in the
Participant’s Pre-AJCA DIP Account and shall not be paid to, or in respect of, the Pre-AJCA DIP Participant at any time.
(d) Form of Payment of Unscheduled Pre-AJCA DIP Distributions. All payments under subsections (b) and (c), above, shall be
made in a lump sum.
(e) Payments Upon Death. Upon the death of a Pre-AJCA DIP Participant (whether or not he is employed by the Company at
the time of death), the Company shall pay the remaining balance in his Pre-AJCA DIP Account in accordance with the
following rules:
(i) Except as provided in Section B-4(e)(iii), if, at the time of the Pre-AJCA DIP Participant’s death, he has not begun
receiving payments from the Plan, payments shall be made in accordance with Section B-3(b). If the Participant dies
before his Pre-AJCA DIP Termination Date, the date of his death shall be treated as his Pre-AJCA DIP Termination
Date.
(ii) Except as provided in Section B-4(e)(iii), if a Pre-AJCA DIP Participant dies while receiving Pre-AJCA DIP Account
distributions, his Beneficiary shall receive any remaining installment payments under this Appendix B as they
become due.
(iii) Subject to any rules, regulations, conditions, and restrictions established by the Administration Committee and in
effect on October 3, 2004, any Beneficiary may petition the Administration Committee to change the terms of the
Pre-AJCA DIP Participant’s distribution election with respect to his Pre-AJCA DIP Account or to receive his
distribution in a single lump sum.

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(f) Designation of Beneficiary. A Pre-AJCA DIP Participant’s Beneficiary shall be determined in accordance with Section 8.03 of
the Plan.

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APPENDIX C. DISTRIBUTION OF PRE-AJCA EX-CAP ACCOUNTS

C-1. APPLICABILITY
This Appendix C applies only for Pre-AJCA Ex-CAP Accounts, as defined in Section 2.01(dd)(2) of the Plan. This Appendix C sets
forth the rules relating to form and time of payment for Pre-AJCE Ex-CAP Accounts that applied under the Pre-AJCA Ex-CAP (as
defined below).

C-2. DEFINITIONS
For purposes of this Appendix C—
(a) “Ex-CAP Change in Control.”
(i) Subject to paragraph (ii), below, an “Ex-CAP Change in Control” shall be deemed to have occurred if any one of the
following events shall have occurred:
(A) A Tender Offer (other than a Tender Offer by MeadWestvaco) expires, if the offeror acquires Shares
pursuant to such Tender Offer;
(B) Shareholders of MeadWestvaco approve a definitive agreement—
(1) for the merger or consolidation of MeadWestvaco or any direct or indirect subsidiary of
MeadWestvaco into or with another corporation, other than—
(a) a merger or consolidation that would result in the voting securities of MeadWestvaco
outstanding immediately prior thereto continuing to represent—
(I) in the case of a merger or consolidation of MeadWestvaco, either by
remaining outstanding or by being converted into voting securities of the
surviving entity of any parent thereof, or
(II) in the case of a merger or consolidation of any direct or indirect subsidiary of
MeadWestvaco, either by remaining outstanding if MeadWestvaco
continues as a parent of the merged or consolidated subsidiary or by being
converted into voting securities of the surviving entity or any parent thereof;
at least 51 percent of the combined voting power of the voting securities of
MeadWestvaco or such surviving or parent entity outstanding immediately after such
merger or consolidation; or

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(b) a merger or consolidation effected to implement a recapitalization of MeadWestvaco


(or similar transaction) in which no Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of MeadWestvaco (not including in the securities
Beneficially Owned by such Person any securities acquired directly from
MeadWestvaco or its CIC Affiliates) representing 25 percent or more of the combined
voting power of MeadWestvaco’s then outstanding securities, or
(2) for the sale or disposition of all or substantially all of the assets of MeadWestvaco, other than a
sale or disposition by MeadWestvaco of all or substantially all of MeadWestvaco’s assets to an
entity, at least 51 percent of the combined voting power of the voting securities of which are
owned (directly or indirectly) by shareholders of MeadWestvaco in substantially the same
proportions as their ownership of MeadWestvaco immediately prior to such sale or disposition;
(C) any Person is or becomes the Beneficial Owner of 25 percent or more of the voting power of the then
outstanding securities of MeadWestvaco (not including in the securities Beneficially Owned by such
Person any securities acquired directly from MeadWestvaco or its CIC Affiliates), excluding (1) any
Person who becomes such a Beneficial owner in connection with a transaction described in subparagraph
(B)(1)(a), above, or (2) the date of authorization, by both a majority of the portion of such voting power
excluding the voting power of interested Shares, of a “control share acquisition” (as such term is defined
in Chapter 1701 of the Ohio Revised Code, or, if applicable, its closest equivalent under Delaware law), or
(D) a change in the composition of the Board of Directors such that individuals who were members of the
Board of Directors on the date two years prior to such change (and any new directors (other than a
director whose initial assumption of office is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the election of directors of MeadWestvaco)
who were elected, or were nominated for election by MeadWestvaco’s shareholders with the affirmative
vote of at least two-thirds of the directors then still in office who either were directors at the beginning of
such two year period or whose election or nomination for election was previously so approved) no longer
constitute a majority of the Board of Directors.

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(ii) Notwithstanding any provision of paragraph (i), above, an Ex-CAP Change in Control shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of MeadWestvaco immediately prior to such transaction
or series of transactions continue to have substantially the same proportionate ownership in an entity that owns all
or substantially all of the assets of MeadWestvaco immediately following such transaction or series of
transactions.
(iii) Certain Definitions. For purposes of this Section C-2(a)—
(A) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 of the Exchange Act.
(B) “CIC Affiliate” shall mean “affiliate,” as defined in Rule 12b-2 promulgated under section 12 of the
Exchange Act.
(C) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(D) “Person” shall have the meaning set forth in section 3(a)(9) of the Exchange Act, as modified and used in
sections 13(d) and 14(d) thereof, except that such term shall not include:
(1) MeadWestvaco or any of its subsidiaries;
(2) a trustee or other fiduciary holding securities under an employee benefit plan of MeadWestvaco
or any of its CIC Affiliates;
(3) an underwriter temporarily holding securities pursuant to an offering of such securities, or
(4) a corporation owned, directly or indirectly, by the shareholders of MeadWestvaco in
substantially the same proportions as their ownership of stock of MeadWestvaco.
(E) “Shares” shall mean shares of common stock of MeadWestvaco Corporation.
(F) “Tender Offer” shall mean a tender offer or a request or invitation for tenders or an exchange offer
subject to regulation under Section 14(d) of the Exchange Act and the rules and regulations thereunder,
as the same may be amended, modified, or superseded from time to time.
(b) “Ex-CAP Distribution Period” means a period of 5, 10, 15, or 20 calendar years as elected by the Pre-AJCA Ex-CAP
Participant for whom the Account is maintained.

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(c) “Ex-CAP Elective Distribution” means a distribution pursuant to Section C-3(d).


(d) “Ex-CAP Emergency Distribution” means a distribution pursuant to Section C-3(c).
(e) “Ex-CAP Payment Date” means July 20 of each year, except that if an election was filed in accordance with Section 3.3 of
the Pre-AJCA Ex-CAP with respect to distributions following an Ex-CAP Change in Control, the term includes July 20 of the
year selected by a Participant to receive a lump sum distribution.
(f) “Pre-AJCA Ex-CAP Participant” means a Participant who (i) terminated employment with the Company and Affiliates
before January 1, 2005, and (ii) has a Pre-AJCA Ex-CAP Account.
(g) “Pre-AJCA Ex-CAP” means the Mead Corporation Executive Capital Accumulation Plan as in effect on October 3, 2004.
(h) “Ex-CAP Unforeseeable Emergency” means severe financial hardship to the Pre-AJCA Ex-CAP Participant resulting from a
sudden and unexpected illness or accident of the Pre-AJCA Ex-CAP Participant or of his “dependent” (as defined in section
152(a) of the Code), loss of the Pre-AJCA Ex-CAP Participant’s property due to a casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Pre-AJCA Ex-CAP Participant.

C-3. DISTRIBUTION OF PRE-AJCA EX-CAP ACCOUNTS TO PRE-AJCA EX-CAP PARTICIPANTS


(a) Annual Distributions
Except as otherwise provided in this Appendix C, if a Pre-AJCA Ex-CAP Participant’s employment with the Company and
80% Affiliates is terminated for any reason other than his death, and on the June 30 preceding his initial Ex-CAP Payment
Date, the aggregate balances of his Pre-AJCA Ex-CAP Accounts equal at least $50,000, each of his Pre-AJCA Ex-CAP
Accounts shall be distributed to him in annual installments (each in the amount determined as provided below), made on or
about each Ex-CAP Payment Date, beginning:
(i) in the case of a Pre-AJCA Ex-CAP Participant whose employment terminates at any age by reason of “disability”
(as determined by the Plan Administrator) or for any reason upon or after reaching age 55 years, on or about the Ex-
CAP Payment Date of the calendar year elected by him; and
(ii) in all other cases, and notwithstanding any previous election, on or about the Ex-CAP Payment Date of the calendar
year next following the calendar year during which his termination of employment with the MeadWestvaco and its
80% Affiliates occurs;
and continuing for the number of calendar years constituting the Ex-CAP Distribution Period he has elected with respect to
that Pre-AJCA Ex-CAP Account. Notwithstanding a Pre-AJCA Ex-CAP Participant’s elected Ex-CAP

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Distribution Period, if on the June 30 preceding his initial Ex-CAP Payment Date, the aggregate balances of a Pre-AJCA Ex-
CAP Participant’s Pre-AJCA Ex-CAP Accounts is an amount that is less than $50,000, those balances shall be distributed to
him on or about his initial Ex-CAP Payment Date in a single lump sum. The amount of each annual installment from a Pre-
AJCA Ex-CAP Account for a calendar year shall be equal to the balance of such Pre-AJCA Ex-CAP Account as of June 30
of the applicable year, divided by the number of calendar years remaining in the Ex-CAP Distribution Period elected by the
Pre-AJCA Ex-CAP Participant with respect to that Pre-AJCA Ex-CAP Account. Notwithstanding any of the foregoing to the
contrary, if a Pre-AJCA Ex-CAP Participant with respect to whom a participant account under the Pre-AJCA Ex-CAP was
established for calendar year 1995 or 1996 has elected an Ex-CAP Distribution Period that is less than 10 calendar years,
then, at any time, but at least one year prior to his initial Ex-CAP Payment Date, he may elect to have his Ex-CAP
Distribution Period with respect to such portion of his Pre-AJCA Ex-CAP Account occur over a period of 10 or more years
commencing on the previously elected initial Ex-CAP Payment Date.

(b) Interim Distributions


If a Pre-AJCA Ex-CAP Participant becomes entitled to receive an interim distribution pursuant to section 8.2 of the Pre-
AJCA Ex-CAP from a Pre-AJCA Ex-CAP Account on or after the initial Ex-CAP Payment Date applicable to such Account,
no such interim distribution shall be made to him and the annual installment payments specified by Section C-3(a) shall
continue. Any interim distribution election made by a Pre-AJCA Ex-CAP Participant pursuant to section 8.2 of the Pre-
AJCA Ex-CAP shall be automatically canceled on the date of his death. Notwithstanding any of the foregoing to the
contrary, if a Pre-AJCA Ex-CAP Participant has elected pursuant to section 8.2 of the Pre-AJCA Ex-CAP to receive an
interim distribution with respect to a participant account established for calendar years 1995 and 1996, then, at any time, but
at least one year prior to such interim distribution, he may elect to reduce such interim distribution payment.

(c) Ex-CAP Emergency Distributions


(i) If, on written application of a Pre-AJCA Ex-CAP Participant, it is determined (as provided below) that such
Participant has experienced an Ex-CAP Unforeseeable Emergency, then, as of the first day of any calendar month,
he may elect to receive an Ex-CAP Emergency Distribution from one or more of his Pre-AJCA Ex-CAP Accounts,
provided that the aggregate amount of any such distribution shall not exceed the amount reasonably needed to
satisfy his emergency need. In determining whether an Ex-CAP Emergency Distribution should be made to a Pre-
AJCA Ex-CAP Participant consideration may be given to the extent to which his Ex-CAP Unforeseeable Emergency
can be relieved:
(A) through reimbursement or compensation by insurance or otherwise;

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(B) by liquidation of the Pre-AJCA Ex-CAP Participant’s assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship;
(C) by cessation of deferrals under the Plan; or
(D) other distributions to be made to the Pre-AJCA Ex-CAP Participant from the Plan.
(ii) A determination with respect to whether a Pre-AJCA Ex-CAP Participant has experienced an Ex-CAP Unforeseeable
Emergency shall be made:
(A) in the case of a Pre-AJCA Ex-CAP Participant employed or last employed by the Company at a salary
grade below salary grade 24 (exclusive of an elected officer of the Company or an 80% Affiliate) and his
Beneficiary, the Plan Administrator; and
(B) in the case of a Pre-AJCA Ex-CAP Participant employed or last employed by the Company at salary grade
24 or above or as an elected officer of the Company or an 80% Affiliate, and their beneficiaries, the
Administration Committee.
(iii) To the extent permitted under ERISA, determinations made pursuant to this Section C-3(c) shall not be subject to
the procedures established pursuant to Section 9.05 of the Plan.
(d) Ex-CAP Elective Distributions. As of the first day of any calendar month a Pre-AJCA Ex-CAP Participant may elect, by
writing filed with the Plan Administrator, to receive an Ex-CAP Elective Distribution from one or more of his Pre-AJCA Ex-
CAP Accounts; provided, however, that if a Pre-AJCA Ex-CAP Participant receives an Ex-CAP Elective Distribution, he shall
forfeit an amount equal to 20 percent of the amount of such Ex-CAP Elective Distribution.
(e) Ex-CAP Change in Control Distributions. In connection with, but prior to, a, Ex-CAP Change in Control, the Administration
Committee, in its sole discretion, may authorize distribution of Pre-AJCA Ex-CAP Accounts in single lump sums.

C-4. DISTRIBUTION OF PRE-AJCA EX-CAP ACCOUNTS TO BENEFICIARIES


(a) Distribution to a Beneficiary. If a Pre-AJCA Ex-CAP Participant dies (either prior to or following his Termination of
Employment) the undistributed balance of each of his Pre-AJCA Ex-CAP Accounts will be distributed as follows:
(i) If distribution has commenced prior to his death, annual installments shall continue to be distributed to his
Beneficiary with respect to the Pre-AJCA Ex-CAP Account during the remainder of the Ex-CAP Distribution Period
applicable to that Pre-AJCA Ex-CAP Account, as if the deceased Pre-AJCA Ex-CAP Participant had lived; and

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(ii) If distribution has not commenced prior to his death, the applicable Pre-AJCA Ex-CAP Account shall be distributed
in annual installments commencing on the Ex-CAP Payment Date and over the Ex-CAP Distribution Period elected
by the deceased Pre-AJCA Ex-CAP Participant with respect to that Pre-AJCA Ex-CAP Account.
(b) Beneficiary. A Pre-AJCA Ex-CAP Participant’s Beneficiary shall be determined in accordance with Section 8.03 of the Plan.

C-5. Section 162(m) Limitation on Distributions


Notwithstanding any other provision of this Appendix C to the contrary, distributions of Pre-AJCA Ex-CAP Accounts shall be