MEADWESTVACO CORPORATION DEFERRED INCOME 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 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.

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 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.

(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.

A MERICAN J OBS C REATION A CT 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.

1.04.

E FFECTIVE D ATE

2.01.

D EFINITIONS

(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

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.

(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.

(ee)

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

(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

(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.

C ONSTRUCTION

(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.

T IMING OF P AYMENTS

(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.

3.01.

C OMMENCING P ARTICIPATION

(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.

(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.

E NDING P ARTICIPATION

4.01.

E LIGIBLE E MPLOYEE D EFERRALS

(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.

(b)

Time and Manner of Deferral Elections .

(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

(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.

(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.

E MPLOYER N ON -Q UALIFIED M ATCHING C REDITS

(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.

(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.

5.01.

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 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.

C HANGE IN A LLOCATION

(a)

At any time (but no more than once per day unless permitted by the Plan’s recordkeeper),

(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.

V ALUATION OF I NVESTMENT F UNDS

(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 -A CCOUNTS

(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.

5.05.

R ISK OF L OSS

5.06.

I NTERESTS IN THE P LAN

5.07.

S PECIAL P ROVISIONS A PPLICABLE TO THE C OMPANY S TOCK P ORTION OF THE P LAN

(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.

6.01.

V ESTING

(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.

6.02.

F ORFEITURE

7.01.

D ISTRIBUTION E LECTION P ROCESS

(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.

T YPES OF D ISTRIBUTIONS

(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)).

(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 w