MEADWESTVACO CORPORATION RETIREMENT RESTORATION PLAN

1.01.

H ISTORY OF THE P LAN

(a)

Immediately before January 1, 2003, The Mead Corporation and Westvaco Corporation sponsored, inter alia , the following four supplemental and excess benefit plans for the benefit of certain of their employees:

(1)

The Mead Corporation Section 415 Excess Benefit Plan, which was a defined benefit plan designed to supplement the amount of any pension payable to or on account of any employee or former employee of the Mead Corporation and certain of its affiliates from the Mead Retirement Plan to the extent that such employee’s or former employee’s pension from the Mead Retirement Plan was limited as a result of section 415 of the Internal Revenue Code.

(2)

The Mead Corporation Excess Earnings Benefit Plan, which was a defined benefit plan designed to supplement the amount of benefits payable to or on account of any employee or former employee of the Mead Corporation and certain of its subsidiaries from the Mead Corporation retirement and pension plans to the extent that such benefits were limited as a result of section 401(a)(17) of the Internal Revenue Code.

(3)

The Westvaco Corporation Retirement Income Restoration Plan, which was a defined benefit plan designed to supplement the amount of benefits payable to or on account of any employee or former employee of Westvaco Corporation and certain of its subsidiaries from the Westvaco Corporation retirement and pension plans to the extent that such benefits were limited as a result of section 401(a)(17) of the Internal Revenue Code.

(4)

The Westvaco Corporation Excess Benefit Plan, which was a combination defined benefit and defined contribution plan designed to supplement the amount of benefits payable to or on account of any employee or former employee of Westvaco Corporation and certain of its subsidiaries from the Westvaco Corporation retirement and pension plans and/or the Westvaco Corporation Savings and Investment Plan for Salaried Employees to the extent that such benefits were limited as a result of section 415 of the Internal Revenue Code.

(b)

Effective January 1, 2003, all or portions of the Mead Corporation Section 415 Excess Benefit Plan, the Mead Corporation Excess Earnings Benefit Plan, the Westvaco Corporation Retirement Income Restoration Plan and the Westvaco Corporation Excess Benefit Plan (the “Predecessor Plans”) were merged into the MeadWestvaco Corporation Retirement Restoration Plan (the “Plan”). With respect to participants whose benefits were transferred to the Plan as a result of the merger, the accrued benefits and liabilities under the Predecessor Plans immediately before the merger became accrued benefits and liabilities under this Plan immediately after the merger. To the extent required by the plan documents for the Predecessor Plans, the accrued benefits under the Predecessor Plans that were transferred to this Plan shall not be reduced as a result of the transfer.

(c)

The Plan is a single plan sponsored by MeadWestvaco Corporation.

1.02.

O VERVIEW AND P URPOSES OF THE P LAN

(a)

The benefits provided under the Plan are linked to the benefits provided under the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees and certain other defined benefit pension plans that are qualified under section 401(a) of the Code and are sponsored by the Employer. The purpose of the Plan is to restore certain retirement benefits that cannot be provided under such tax-qualified defined benefit plans by reason of the limits required by sections 401(a)(17) and/or 415 of the Internal Revenue Code of 1986, as amended.

(b)

The Plan is unfunded and benefits due under the Plan remain subject to 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 Employers or, in the sole discretion of the Plan Administrator, from the 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.

S ECTION  409A OF THE I NTERNAL R EVENUE C ODE

(a)

Effective January 1, 2005:

(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 section 409A of the Code, except to the extent permitted by transition relief issued by the Internal Revenue Service; and

(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 either 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 of the Code.

(4)

If the Company or Plan Administrator 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 Company or Plan Administrator 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.

1.04.

E FFECTIVE D ATE

2.01.

D EFINITIONS

(a)

“Actual Commencement Date” means, for any Participant, the date on which payments under the Plan to such Participant commence, in accordance with Section 4.02(b).

(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)

“ Annuity Component ” means the portion of a Legacy Mead Participant’s Supplemental FAP Benefit that is paid in the form of an annuity, as described in Section 4.01(c)(2).

(d)

“Beneficiary” means, for any Participant who dies, the person(s) designated by the Participant as his beneficiary(ies) (or contingent annuitant or similar survivor entitled to a benefit after the Participant’s death) under the Qualified Plan. If the Participant has not designated a beneficiary under the Qualified Plan, his Beneficiary shall be (1) his surviving Spouse, if any, or (2) if he does not have a Surviving Spouse, his estate.

(e)

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

(f)

“Cash Balance Participant” means a Participant who is a “Cash Balance Participant” as defined by the Qualified Plan.

(g)

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

(h)

“Company” means MeadWestvaco Corporation, a Delaware corporation.

(i)

“Employer” means the Company and any Affiliate that, with the consent of the Board of Directors, has adopted the Plan.

(j)

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

(k)

“Gross Pension” means, with respect to any Participant as of any date, the pension benefit that would be payable to the Participant under a specified formula of the Qualified Plan (or, where no formula is specified herein, under all of the Qualified Plan’s formulas, but excluding any supplemental or restructuring benefit), commencing on such date, if not for the Qualified Plan Limits.

(l)

“Legacy Mead Participant” means a Participant who is a Mead Legacy Participant (as defined by the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees) and is eligible to elect to receive his Frozen December 31, 2002 Accrued Benefit (as defined by such Qualified Plan) in a lump sum, determined based on the provisions of the Qualified Plan in effect on January 1, 2009.

(m)

“Lump-Sum FAP Component” means the portion of a Legacy Mead Participant’s Supplemental FAP Benefit that is paid in a lump sum, as described in Section 4.01(c)(1).

(n)

“Nominal Commencement Date” means, for any Participant—

(1)

For the Participant’s Supplemental Cash Balance Benefit (if any), the first day of the calendar month coincident with or next following the Participant’s Termination Date; and

(2)

For the Participant’s Supplemental FAP Benefit (if any), the first day of the calendar month coincident with or next following the later of (A) the Participant’s Termination Date or (B) the Participant’s 55th birthday;

(o)

“Participant” means 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.

(p)

“Plan” means the MeadWestvaco Retirement Restoration Plan, as in effect and amended from time to time.

(q)

“Plan Administrator” means the plan administrator appointed pursuant to Section 5.01(a).

(r)

“Plan Interest Rate” means the interest rate that is required by the Qualified Plan for purposes of converting a single-life annuity to a lump-sum payment commencing as of the Participant’s Nominal Commencement 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.

(s)

“Predecessor Plans” means the Westvaco Corporation Retirement Income Restoration Plan, the Mead Corporation Section 415 Excess Benefit Plan, the Mead Corporation Excess Earnings Benefit Plan and the Westvaco Corporation Excess Benefit Plan.

(t)

“Qualified Pension” means, with respect to any Participant as of any date, the actual pension benefit payable to the Participant under a specified formula of the Qualified Plan (or, where no formula is specified herein, under all of the Qualified Plan’s formulas, but excluding any supplemental or restructuring benefit), commencing on such date.

(u)

“Qualified Plan” means, for any Participant, the tax-qualified defined benefit pension plan maintained by the Company or an Affiliate for non-bargained employees, under which the Participant accrued benefits. Such tax-qualified defined benefit pension plan shall be (1) the MeadWestvaco Corporation Retirement Plan for Salaried and Non-Bargained Hourly Employees or (2) the MeadWestvaco Corporation Envelope Division Retirement Plan for Salaried and Non-Bargained Hourly Employees.

(v)

“Qualified Plan Limits” means the provisions of the Qualified Plan implementing Section 401(a)(17) or Section 415 of the Code.

(w)

“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.

(x)

“Supplemental Cash Balance Benefit” means, for any Participant, the portion (if any) of his Supplemental Pension that is attributable to the Qualified Plan’s cash balance formula— i.e., the excess (if any) of (i) the Participant’s Gross Pension calculated under the Qualified Plan’s cash balance formula, over (ii) the Participant’s Qualified Pension calculated under the Qualified Plan’s cash balance formula.

(1)

For any Cash Balance Participant who does not have a Pre-Cash Balance Accrued Benefit (as defined by the Qualified Plan) under the Qualified Plan, the Participant’s Supplemental Pension shall consist entirely of the Participant’s Supplemental Cash Balance Benefit.

(2)

No Participant who is not a Cash Balance Participant shall accrue a Supplemental Cash Balance Benefit.

(y)

“Supplemental FAP Benefit” means, for any Participant, the portion (if any) of his Supplemental Pension that is not attributable to the Qualified Plan’s cash balance formula— i.e. , the excess (if any) of (i) the Participant’s Gross Pension calculated under the Qualified Plan’s final average pay formula (and any other formula other than the Qualified Plan’s cash balance formula, but excluding any supplemental or restructuring benefit), over (ii) the Participant’s Qualified Pension calculated under the Qualified Plan’s final average pay formula (and any other formula other than the Qualified Plan’s cash balance formula, but excluding any supplemental or restructuring benefit).

(1)

For any Participant who is not a Cash Balance Participant, such Participant’s Supplemental Pension shall consist entirely of the Participant’s Supplemental FAP Benefit.

(2)

For any Cash Balance Participant who has a Pre-Cash Balance Accrued Benefit (as defined by the Qualified Plan), such Participant’s Supplemental FAP Benefit shall be equal to the excess (if any) of (a) such Pre-Cash Balance Accrued Benefit, determined without regard to the Qualified Plan Limits, over (b) such Pre-Cash Balance Accrued Benefit.

(3)

No Cash Balance Participant who does not have a Pre-Cash Balance Accrued Benefit (as defined by the Qualified Plan) under the Qualified Plan shall accrue a Supplemental FAP Benefit.

(z)

“Supplemental Pension” means, for any Participant, the benefit (if any) payable to such Participant under this Plan, which shall equal his Gross Pension minus his Qualified Pension. For the avoidance of doubt, the value of a Participant’s Supplemental Pension shall not exceed the value of the sum of his Supplemental Cash Balance Benefit (if any) and his Supplemental FAP Benefit (if any).

(aa)

“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 the Employers and their Affiliates, as determined by the Company 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 the Company, with the buyer’s written consent, so provides in writing 60 or fewer days before the closing of such sale.

2.02.

C ONSTRUCTION

(a)

The use of the mascul