ARTICLE 1. INTRODUCTION for Meadwestvaco (MWV)

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MWV » Topics » ARTICLE 1. INTRODUCTION

These excerpts taken from the MWV 10-K filed Feb 24, 2009.

ARTICLE 1. INTRODUCTION

1.01.

HISTORY OF THE PLAN

(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.


MEADWESTVACO RETIREMENT RESTORATION PLAN		2009 RESTATEMENT
		PAGE 1

(c)	The Plan is a single plan sponsored by MeadWestvaco Corporation.

1.02.

OVERVIEW AND PURPOSES OF THE PLAN

(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.

SECTION 409A OF THE INTERNAL REVENUE CODE

(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.


MEADWESTVACO RETIREMENT RESTORATION PLAN		2009 RESTATEMENT
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(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.

EFFECTIVE DATE

Except where 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, and the provisions of this Plan document shall not affect Plan benefits for which payments commenced before January 1, 2009.


MEADWESTVACO RETIREMENT RESTORATION PLAN		2009 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.


MEADWESTVACO CORPORATION		2007 RESTATEMENT
DEFERRED INCOME PLAN		PAGE 1

(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)

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.


MEADWESTVACO CORPORATION		2007 RESTATEMENT
DEFERRED INCOME PLAN		PAGE 2

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 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.

SECTION 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;

(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 1. INTRODUCTION

1.01.

HISTORY OF THE PLAN

(a)

(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)

(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)

(b)

1.03.

SECTION 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;

(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)

(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)

(1)

(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)

(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

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ARTICLE 1. INTRODUCTION

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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.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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.

SECTION 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:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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;

(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.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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)).

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(b)	Appendix B lists individuals who became Participants in the Plan on January 29, 2004.

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(c)	Appendix C lists the nonqualified deferred compensation plans that have been merged into the MeadWestvaco Corporation Retirement Restoration Plan.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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”).

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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 1. INTRODUCTION

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">

1.01.

HISTORY OF THE PLAN

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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.


MEADWESTVACO RETIREMENT RESTORATION PLAN		2009 RESTATEMENT
		PAGE 1

(c)	The Plan is a single plan sponsored by MeadWestvaco Corporation.

1.02.

OVERVIEW AND PURPOSES OF THE PLAN

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(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.

SECTION 409A OF THE INTERNAL REVENUE CODE

(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”);

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(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.


MEADWESTVACO RETIREMENT RESTORATION PLAN		2009 RESTATEMENT
		PAGE 2

(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.

EFFECTIVE DATE

Except
where 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, and the provisions of this Plan document shall not affect Plan benefits for which
payments commenced before January 1, 2009.


MEADWESTVACO RETIREMENT RESTORATION PLAN		2009 RESTATEMENT
		PAGE 3

EXCERPTS ON THIS PAGE:

10-K (6 sections)	Feb 24, 2009

Meadwestvaco (MWV)

MWV » Topics » ARTICLE 1. INTRODUCTION

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