MEADWESTVACO CORPORATION DEFERRED COMPENSATION PLAN

1.01.

H ISTORY OF THE P LAN

(a)

Immediately before January 1, 2003, two operating subsidiaries of MeadWestvaco (The Mead Corporation and Westvaco Corporation) sponsored a total of four 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, and (4) The Mead Corporation Executive Capital Accumulation Plan.

(b)

Except as provided in certain preexisting elections, deferrals to the non-qualified defined contribution plans described in Section 1.01(a) were discontinued as of January 1, 2003. To replace those plans, MeadWestvaco created the MeadWestvaco Corporation Deferred Income Plan. However, the rights and benefits of individuals entitled to a benefit under any of the plans described in Section 1.01(a) shall continue to be determined under the provisions of those plans, as applicable.

(c)

This plan document is a restatement of the Plan that became effective January 1, 2003. The terms of the Plan have not been materially modified since January 1, 2003.

1.02.

P URPOSES OF THE P LAN

(a)

The purposes of the Plan are to enable Participants to defer voluntarily the receipt of certain amounts, including earnings not otherwise eligible for deferral under the Basic Plan (as a result of limitations imposed by the Code), to provide matching credits on certain deferrals that are comparable to the matching contributions under the Basic Plan, to restore certain benefits that cannot be provided under the Basic Plan, and to provide retirement and other benefits to Participants through an individual account program.

(b)

The Plan is intended generally to mirror the benefits provided under the Basic Plan. The Plan shall be administered in conjunction with the Basic Plan and, except as otherwise provided in the Plan or as approved by the Administration Committee, the terms and conditions of the Basic Plan shall determine all matters related to the benefits under the Plan.

(c)

The Plan is unfunded and its assets remain subject to the claims of the unsecured creditors of the Company. Benefits due under the Plan shall be payable from the general assets of the Company or from any informal funding vehicles established under the Plan.

(d)

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. Except as provided in Section 9.03, the Plan shall not be subject to the participation and vesting requirements, funding provisions, and fiduciary duty rules (Parts 2, 3, and 4 of Title I) of ERISA.

1.03.

E FFECTIVE D ATE

2.01.

D EFINITIONS

(a)

“Account” means an unfunded book-entry account for a Participant, representing contributions to the Plan, as adjusted to reflect earnings, losses and distributions in accordance with Section 5.02, Section 5.03, Article 7, and Article 8. Each Account shall be divided into sub-accounts in accordance with Section 5.05. 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)

“Article” means an Article of the Plan.

(d)

“Base Salary” means the gross amount of annual base salary, before such annual base salary is reduced 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.

(e)

“Basic Plan” means the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Hourly Employees.

(f)

“Beneficiary” means, in the case of any Participant who dies, the person or persons designated in accordance with Section 8.05.

(g)

“Board of Directors” means the Board of Directors of MeadWestvaco.

(h)

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(i)

“Company” means MeadWestvaco and/or each Designated Subsidiary.

(j)

“Compensation” means “Eligible Compensation” as defined in the Basic Plan, without regard to the limit required by section 401(a)(17) of the Code.

(k)

“Deferral” means an amount that an Eligible Employee elects to defer pursuant to Section 4.01.

(l)

“Deferral Election” means an Eligible Employee’s election to defer Eligible Plan Compensation or a Restorative Savings Amount pursuant to Section 4.01.

(m)

“Designated Subsidiary” means any corporation, affiliate, or other entity of which at least 50% of the outstanding ordinary voting stock or control is owned directly or indirectly by MeadWestvaco, and that is or has been designated by the Chief Executive Officer of MeadWestvaco or the Board of Directors as a part of the Company for purposes of the Plan as of a date determined by such designation.

(n)

“Discretionary Employer Contribution” means an amount credited to a Participant’s Account pursuant to Section 4.05.

(o)

“Distribution Date” means the date as of which a withdrawal or distribution is made or commences hereunder.

(p)

“Distribution Election” means a Participant’s election of the timing and manner of a distribution of his Account, in accordance with Section 7.01.

(q)

“Distribution Year” means the year as of which a Participant elects to commence receiving a Scheduled In-Service Distribution.

(r)

“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.

(s)

“Eligible Plan Compensation” for any Plan Year means the following—

(1)

80% of an Eligible Employee’s Base Salary earned during the Plan Year;

(2)

80% of an Eligible Employee’s sales commissions payable during the Plan Year;

(3)

80% of an Eligible Employee’s annual and long-term incentive awards earned during the Plan Year (and otherwise payable during the following Plan Year);

(4)

100% of an Eligible Employee’s retention bonus, project bonus, spot bonus, non-compete payment, and pay offered in lieu of vacation earned during the Plan Year; and

(5)

Any other compensation designated by the Administration Committee.

(t)

“Employer Non-Qualified Matching Contribution” means an amount credited to a Participant’s Account pursuant to Section 4.03.

(u)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

(v)

“Gross Misconduct” means conduct, including a Participant’s performance, that the Company determines is cause for Termination of 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.

(w)

“Hardship Distribution” means an unscheduled distribution pursuant to Section 8.01.

(x)

“Investment Fund” means a book-entry investment fund maintained pursuant to Section 5.02.

(y)

“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.

(z)

“MeadWestvaco” means MeadWestvaco Corporation, a Delaware Corporation.

(aa)

“MeadWestvaco Common Stock” means shares of common stock of MeadWestvaco Corporation.

(bb)

“Open Enrollment” means the period established by the Administration Committee, during which Eligible Employees can make or change their Deferral Elections and can elect to make Restorative Savings Contributions.

(cc)

“Participant” means an Eligible Employee who satisfies the eligibility requirements described in Article 3, and who has a positive balance in his Account.

(dd)

“Plan” means the MeadWestvaco Corporation Deferred Income Plan, as set forth herein and as amended from time to time.

(ee)

“Plan Administrator” means any plan administrator appointed pursuant to Section 9.01. The Plan Administrator shall be a member of the Administration Committee.

(ff)

“Plan Year” means the calendar year.

(gg)

“Predecessor Plans” means any of the plans listed in Section 1.01(a).

(hh)

“Recordkeeper” means the individual or entity appointed by the Company to administer and maintain records for the Plan.

(ii)

“Restorative Matching Contribution” means an amount credited to an Employee’s Account pursuant to Section 4.04.

(jj)

“Restorative Savings Amount” means, for any Plan Year, amounts in such Plan Year that the Eligible Employee elected to defer into the Basic Plan as a Before-Tax Contribution (or Catch-Up Contribution), within the meaning of the Basic Plan, but that cannot be contributed to the Basic Plan because of the limits under sections 402(g), 401(a)(17), or 415 of the Code (each as adjusted pursuant to section 414(v) of the Code).

(kk)

“Rollover Contribution” means an amount credited to an Employee’s Account pursuant to Section 4.02.

(ll)

“Scheduled In-Service Distribution” means a distribution of all or part of a Participant’s Account, scheduled to commence prior to the Participant’s Termination of Employment, as described in Section 7.02(a).

(mm)

“Section” means a section of the Plan.

(nn)

“Spouse” means a Participant’s spouse (within the meaning of 1 U.S.C. § 7), if any.

(oo)

“Termination Distribution” means a distribution of all or a part of a Participant’s Account, scheduled to commence after the Participant’s Termination of Employment, as described in Section 7.02(b).

(pp)

“Termination of Employment” means the date on which an individual’s employment with the Company ends, other than by death, including the date on which a Participant retires, quits, or is discharged.

(qq)

“Valuation Date” means any date or time designated by the Administration Committee for the valuation of Accounts.

2.02.

C ONSTRUCTION

3.01.

E LIGIBILITY

(a)

Any individual shall become a Participant in the Plan if such individual was entitled to a benefit under one or more of the Predecessor Plans, effective as of the date on which such individual makes a Rollover Contribution, in accordance with Section 4.02.

(b)

Any individual who is not a Participant on January 1, 2003 and who is an Eligible Employee on or after January 1, 2003, shall be eligible to become a Participant as of the date on which the individual becomes an Eligible Employee (or January 1, 2003, if later).

3.02.

P ARTICIPATION

4.01.

E LIGIBLE E MPLOYEE D EFERRALS

(a)

Nature of Deferrals . Each Eligible Employee may elect to defer receipt of either or both of—

(1)

his Restorative Savings Amount; and

(2)

his Eligible Plan Compensation (excluding any part of his Eligible Plan Compensation that is part of his Restorative Savings Amount).

(b)

Exclusive Entitlement to Payment . If an Eligible Employee makes an election under this Section 4.01, he waives his right to receive the amount deferred and agrees to receive instead the amounts payable to him under Article 7 and Article 8. No other amounts shall be due to or on behalf of an Eligible Employee as a result of his election to defer pursuant to this Section 4.01.

(c)

Time and Manner of Deferral Elections .

(1)

Except in the case of the Plan Year in which an individual first becomes an Eligible Employee, an Eligible Employee’s Deferral Election (or a change in any such election) must be delivered to the Recordkeeper during Open Enrollment in the Plan Year immediately preceding the Plan Year to which the Eligible Plan Compensation is attributed, in a manner acceptable to the Administration Committee (which may include enrollment by electronic means). A Deferral Election under this Section 4.01(c)(1) shall apply to Eligible Plan Compensation and Restorative Savings Amounts for the Plan Year next following the Plan Year in which the election is made, and is irrevocable until the next Open Enrollment.

(2)

For the Plan Year in which an individual becomes an Eligible Employee, such Eligible Employee’s properly executed Deferral Election must be delivered to the Recordkeeper within 30 days after such individual becomes an Eligible Employee. Subject to such rules as the Administration Committee may establish, a Deferral Election under this Section 4.01(c)(2) shall apply to Eligible Plan Compensation and Restorative Savings Amounts for the period beginning on the first day after a properly executed Deferral Election is delivered to the Recordkeeper, and ending on the last day of the Plan Year in which the election is made, and is irrevocable until the next Open Enrollment.

(d)

Amount of Deferrals .

(1)

An Eligible Employee who elects to defer Eligible Plan Compensation under Section 4.01(a)(2) must elect to defer an amount that is a whole percentage of his Eligible Plan Compensation and that is expected to equal at least $5,000 in the applicable year.

(2)

An Eligible Employee who elects to defer his Restorative Savings Amount must defer 100 percent of such Restorative Savings Amount. In any payroll period, the sum of an Eligible Employee’s Before-Tax Contribution under the Basic Plan and his deferred Restorative Savings Amount shall equal the percentage of such Eligible Employee’s Compensation for such payroll period indicated on his election form under the Basic Plan.

(3)

All Deferrals under this Section 4.01 shall be subject to such other rules and regulations as the Administration Committee may establish; provided such rules and regulations are not inconsistent with the provisions of the Plan.

(e)

Limitation on Employee Deferrals . An Eligible Employee’s Deferral Election shall be ineffective to the extent that such Eligible Employee’s Deferral will reduce the Eligible Employee’s non-deferred earnings to a level insufficient to pay applicable payroll taxes (including FICA and Medicare taxes), applicable Participant Contributions (as defined in the Basic Plan) elected under the Basic Plan, required income tax withholding, and any other applicable employment taxes.

4.02.

R OLLOVER C ONTRIBUTIONS

4.03.

E MPLOYER N ON -Q UALIFIED M ATCHING C ONTRIBUTIONS

(a)

100% of such Eligible Employee’s Deferral, up to a maximum of 3% of such Eligible Employee’s Compensation; plus

(b)

50% of such Eligible Employee’s Deferral, to the extent such Deferral exceeds 3% of such Eligible Employee’s Compensation and does not exceed 5% of such Eligible Employee’s Compensation.

4.04.

R ESTORATIVE M ATCHING C ONTRIBUTION

(a)

The Employer Matching Contribution that would have been made under the Basic Plan for such payroll period—based on the Eligible Employee’s actual Before-Tax Contribution (as defined in the Basic Plan) and After-Tax Contribution (as defined in the Basic Plan)—if the Basic Plan’s limit on “Eligible Compensation,” pursuant to section 401(a)(17) of the Code, and the Basic Plan’s limit on total contributions, pursuant to section 415 of the Code, did not apply; minus

(b)

The Employer Matching Contribution (as defined in the Basic Plan) actually made under the Basic Plan for such payroll period.

4.05.

D ISCRETIONARY E MPLOYER C ONTRIBUTIONS

4.06.

T IMING F OR C REDITING OF C ONTRIBUTIONS

5.01.

F UNDING P OLICY AND E STABLISHMENT OF B OOK -E NTRY I NVESTMENT F UNDS

(a)

Subject to the restriction in Section 5.01(b), the Company may establish any funding method for paying benefits under the Plan. Such funding method may include the establishment of special funds and the purchase of insurance contracts.

(b)

The Plan shall at all times remain unfunded, maintained for the purposes described in Section 1.02. Any funding method established shall be consistent with maintaining the Plan’s unfunded status under applicable law.

5.02.

P ARTICIPANT A LLOCATION OF A CCOUNTS A MONG B OOK -E NTRY I NVESTMENT F UNDS

(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), for allocation of Accounts by Participants.

(b)

Amounts shown in a Participant’s Account may be allocated by the Participant, in any proportion (in 1% increments), among the book-entry Investment Funds available under the Plan. Participants may make separate allocations with respect to each source of contributions. 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 5.02, such unallocated funds shall be allocated to the Investment Fund that mirrors a money market fund selected by the Investment Policy Committee.

(d)

All Employer Non-Qualified Matching Contributions and Rollover Contributions of employer matching accounts or sub-accounts shall be allocated to the MeadWestvaco Stock Unit Fund and may be transferred to other Investment Funds only as permitted in Section 5.08(a), relating to diversification.

5.03.

C HANGE IN A LLOCATION

(a)

Subject to the requirements of Section 5.08(a), regarding diversification, at any time (but no more than once per day),

(1)

a Participant may change a previous investment election by submitting a notification to the 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 the Participant’s Account attributable 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 investment of his Accounts in accordance with this Section 5.03 until the balance of his Accounts is distributed pursuant to Article 7 and Article 8. In addition, a Beneficiary or former Spouse who receives a distribution in installments 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 5.03 until his interest in the Participant’s Account is fully distributed.

(c)

If all or part of a Participant’s Account is reallocated in accordance with Section 5.03(a)(2) or 5.03(b), the Participant’s Account shall be debited and credited with the appropriate amounts, in a manner consistent with Section 5.05, in order to reflect the reallocation.

(d)

Any change in allocation shall be in either whole dollar or whole