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Meadwestvaco Corp – ‘DEF 14A’ for 4/26/05

On:  Wednesday, 3/23/05, at 10:58am ET   ·   Effective:  3/23/05   ·   For:  4/26/05   ·   Accession #:  1193125-5-58308   ·   File #:  1-31215

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/23/05  Meadwestvaco Corp                 DEF 14A     4/26/05    1:991K                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    475K 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

MeadWestvaco Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 22, 2005

Dear Fellow Stockholders:

You are cordially invited to join us at the 2005 Annual Meeting of Stockholders of MeadWestvaco Corporation. The meeting will begin at 10:00 a.m., local time, on Tuesday, April 26, 2005. The meeting will take place at our World Headquarters at One High Ridge Park, Stamford, Connecticut 06905.

Please vote on all matters listed in the enclosed Notice of 2005 Annual Meeting of Stockholders. This year our proxy material includes four proposals. Your Board of Directors recommends voting FOR Proposal 1, the election of our directors, FOR Proposal 2, the ratification of the appointment of our independent registered public accounting firm, FOR Proposal 3, approval of the MeadWestvaco Corporation 2005 Performance Incentive Plan and AGAINST the stockholder proposal. Please refer to the proxy statement for detailed information on each of the proposals and the Annual Meeting.

Your interest in your company as demonstrated by the representation of your shares at our Annual Meeting is a great source of strength for your company. Your vote is very important to us and, accordingly, whether or not you expect to attend the meeting, we ask that you sign, date and promptly return the enclosed proxy.

Very truly yours,

John A. Luke, Jr.

Chairman and

Chief Executive Officer

Notice of 2005 Annual Meeting of Stockholders

and Proxy Statement

The 2005 Annual Meeting of Stockholders of MeadWestvaco Corporation will be held on Tuesday, April 26, 2005, at 10:00 a.m., local time. Stockholders will be asked to vote on the following matters:

All holders of common stock of record at the close of business on March 1, 2005 will be entitled to receive notice of and to vote at the Annual Meeting and at any adjournment or postponement. A list of those stockholders will be available for inspection at the executive offices of MeadWestvaco and will also be available for inspection at the Annual Meeting. Whether or not you expect to be at the meeting, please sign, date and promptly return the enclosed proxy.

By Order of the Board of Directors

Wendell L. Willkie, II

Senior Vice President, General Counsel and Secretary

March 22, 2005

Proxy Statement

MeadWestvaco Corporation

World Headquarters

One High Ridge Park

Stamford, Connecticut 06905

Your Board of Directors is providing you with this Proxy Statement in connection with the Board’s solicitation of proxies for the Annual Meeting of Stockholders of MeadWestvaco Corporation (“MeadWestvaco” or the “company”) to be held on April 26, 2005. On or about March 24, 2005, we will mail the Proxy Statement, a proxy card, and the Annual Report of MeadWestvaco for the year 2004 to stockholders of record of MeadWestvaco common stock at the close of business on March 1, 2005. Although the Annual Report and Proxy Statement are being mailed together, the Annual Report should not be deemed to be part of the Proxy Statement.

Who is entitled to vote at the meeting?

Only holders of record of MeadWestvaco’s common stock at the close of business on March 1, 2005 will be entitled to vote.

What are the voting rights of the holders of MeadWestvaco common stock?

Each share of outstanding common stock will be entitled to one vote on each matter considered at the meeting.

Who can attend the meeting?

Attendance at the meeting will be limited to holders of record as of March 1, 2005, or their authorized representatives (not to exceed one per stockholder), management, the board and guests of management.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum. As of the record date, March 1, 2005, 204,413,370 shares of MeadWestvaco common stock, representing the same number of votes, were outstanding. Therefore, the presence of the holders of common stock representing at least 102,206,686 votes will be required to establish a quorum.

How do I vote?

It is important that your stock be represented at the meeting. Whether or not you plan to attend, please sign, date and return the enclosed proxy promptly in order to be sure that your shares will be voted. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.

Can I vote by telephone or electronically?

If you are a registered stockholder (that is, if you hold your stock in certificate form, in safekeeping or if you participate in the MeadWestvaco Savings Plan), you may vote by telephone, or electronically through the Internet, by following the instructions included with your proxy card. The deadline for voting by telephone or electronically is 5:00 p.m., Eastern Daylight Savings Time, on April 25, 2005. If your shares are held in “street name”, please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically.

Can I change my vote after I return my proxy card?

Yes. You may revoke your proxy at any time before it is voted at the meeting by submitting a written revocation or a new proxy to the Secretary of MeadWestvaco, or by attending and voting at the Annual Meeting.

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What vote is required to approve each item?

Election of Directors.    The five director nominees receiving the highest number of all votes cast for directors will be elected. A properly executed proxy marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

Other Items.    The affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve the other matters to be acted upon at the Annual Meeting. In addition, in the case of the vote upon the 2005 Performance Incentive Plan, the total number of votes cast must represent a majority of the outstanding shares. A properly executed proxy marked “Abstain” with respect to any such matter will not be voted, although it will be counted as entitled to vote on the matter. Accordingly, an abstention will have the effect of a negative vote. Abstentions will be counted in determining whether there is a quorum.

If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes”, however, will be counted in determining whether there is a quorum.

What are the Board’s recommendations?

All shares of MeadWestvaco common stock entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted as instructed on those proxies. If no instructions are indicated, the shares will be voted as recommended by the Board of Directors. The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

If any other matters are properly presented at the Annual Meeting for consideration, the persons named in the enclosed form of proxy will have discretion to vote on those matters in accordance with their own judgment to the same extent as the person signing the proxy would be entitled to vote. The company does not currently anticipate that any other matters will be raised at the Annual Meeting.

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Ownership of Directors and Executive Officers

How much stock do the company’s directors and executive officers own?

The following table shows the amount of MeadWestvaco common stock beneficially owned, unless otherwise indicated, by our directors, the executive officers named in the Summary Compensation Table and the directors and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers with respect to the securities listed.

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Ownership of Certain Beneficial Owners

Who are the largest owners of the company’s stock?

Based upon Schedule 13D and 13G filings with the Securities and Exchange Commission, the following investment advisers are believed to have beneficial ownership (as defined for certain purposes by the Securities and Exchange Commission) of more than 5% of the company’s common stock by virtue of having investment authority and, to some extent, voting authority over the number of shares indicated.

The MeadWestvaco stock ownership plans for salaried and hourly employees held, as of March 1, 2005, an aggregate amount of 16,979,120 MeadWestvaco shares, or 8% of the total outstanding, for which full voting rights are exercisable by members of the plans. As of that date, there were approximately 20,327 participants in these plans.

Corporate Governance

1.    Election of directors

Five directors will be elected to hold office for the terms set forth below. There is no provision for cumulative voting in the election of directors. At the meeting, one of the persons named in the enclosed proxy (or a substitute) will, if authorized, vote the shares covered by such proxy for election of the five nominees for directors listed on the following page.

The present nominees, Michael E. Campbell, Dr. Thomas W. Cole, Jr., Duane E. Collins, Susan J. Kropf, and J. Lawrence Wilson, if elected, will be elected for terms expiring at the 2008 Annual Meeting of Stockholders. The Board of Directors unanimously recommends a vote FOR the named nominees. Should any of these nominees become unavailable for election for any reason presently unknown, a person named in the enclosed proxy (or a substitute) will vote for the election of such other person or persons, if any, as the Board of Directors may recommend.

James G. Kaiser, Richard B. Kelson, John A. Krol, and John A. Luke, Jr., will continue to serve for a term expiring at the 2006 Annual Meeting. Douglas S. Luke, Robert C. McCormack, and Jane L. Warner, will continue to serve for a term expiring at the 2007 Annual Meeting.

All of the preceding 12 persons currently serve as directors of MeadWestvaco and have done so since the combination of The Mead Corporation and Westvaco Corporation was completed in January 2002. John G. Breen and William E. Hoglund will retire from the Board immediately prior to the Annual Meeting. Set forth below is the principal occupation of, and certain other information regarding, the nominees and the other directors who will continue to serve after the Annual Meeting.

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Nominees for Election as Directors

for a Term of Three Years Expiring in 2008

* Ages of directors are as of March 1, 2005.

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Directors Whose Terms Expire in 2007

* Ages of directors are as of March 1, 2005.

Director Compensation

How are directors compensated?

Each non-employee director of MeadWestvaco receives $50,000 as an annual cash payment for services as a director. Board members may elect to defer this compensation under the MeadWestvaco Corporation Compensation Plan for Non-Employee Directors. Directors have the opportunity to defer all or a portion of their annual cash retainer. Directors who are also employees of the company receive no additional compensation for service as a director.

Each year, non-employee directors receive a grant of MeadWestvaco stock units equivalent to $60,000 at the time of grant. Distributions of the stock units are made in MeadWestvaco common stock upon termination of a director’s board membership.

How are Committee Chairs and Audit Committee members compensated?

In addition to the compensation described above, the MeadWestvaco Audit Committee Chair receives a $20,000 annual retainer, the Compensation and Organization Development Committee Chair receives a $15,000 annual retainer, and the Chair of each of the other standing Committees of the Board receives an annual retainer of $10,000. Each of the members of the Audit Committee, other than the Chair, receives an annual retainer of $5,000.

How often did the Board meet during 2004?

During 2004, the Board of Directors of MeadWestvaco met nine times, and no incumbent director attended fewer than 75 percent of the aggregate of: (1) the total number of meetings of the Board of Directors held in 2004 while he or she was a director and (2) the total number of meetings held in 2004 by all committees of the Board of Directors on which he or she served while he or she was a director.

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Board Committees

What committees has the Board established?

MeadWestvaco currently has five principal standing committees of the Board of Directors: Audit; Compensation and Organization Development; Finance; Nominating and Governance; and The Committee on Safety, Health and the Environment. Each of these committees operates under a written charter adopted by the Board and included on the company’s website. Printed copies are available to any stockholder upon request. MeadWestvaco also has an Executive Committee that may be convened under certain circumstances when a special meeting of the Board is not practical or is not warranted.

The current members of the Board committees are as follows:

The functions of the current Board committees are as follows:

Audit Committee

Assists the Board of Directors in fulfilling its responsibilities to stockholders, potential stockholders and the investment community relating to corporate accounting, reporting practices of the company and the quality and integrity of the financial reports of the company. The Committee assists the Board of Directors in reviewing and monitoring (1) the integrity of the financial statements of the company and internal control over financial reporting, (2) the compliance by the company with legal and regulatory requirements, (3) the independence and qualifications of the company’s independent registered public accounting firm and (4) the performance of the company’s internal audit function and independent registered public accounting firm. The Audit Committee also has sole authority to appoint and replace the independent registered public accounting firm, subject to stockholder ratification. None of the members serve on more than three audit committees. All members are “financially literate” under New York Stock Exchange listing standards, and at least one member has such accounting or related financial management expertise as to be considered a “financial expert” under Securities and Exchange Commission rules. The Board has designated the Audit Committee Chair, Michael E. Campbell, and Richard B. Kelson as “audit committee financial experts” as a result of their experience in senior

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corporate executive positions with financial oversight responsibilities, including as Chief Executive Officer of Arch Chemicals, Inc. and Chief Financial Officer of Alcoa, Inc., respectively. The Audit Committee met six times in 2004.

Compensation and Organization Development Committee

Reviews and approves the company’s compensation philosophy. It is charged with the responsibility for assuring that officers and key management personnel are effectively compensated in terms that are motivating, internally equitable and externally competitive. The Committee approves compensation of the Leadership Team (the Chairman and Chief Executive Officer and his direct reports), reviews compensation for remaining senior management, sets the criteria for awards under incentive compensation plans and determines whether such criteria have been met. The Committee generally oversees policies and practices of the company that advance its organization development, including succession planning as well as those designed to achieve the most productive engagement of the company’s workforce and the attainment of greater diversity. The Compensation and Organization Development Committee met six times in 2004 (including a full day retreat with the benefit of a respected management consultant present). Please refer to the report of the Compensation and Organization Development Committee below.

Executive Committee

Provides for the exercise of certain powers of the Board between meetings of the Board when a special meeting of the Board is not practical or is not warranted. The Executive Committee did not meet in 2004.

Finance Committee

Oversees the company’s financial affairs and recommends those financial actions and policies that are most appropriate to accommodate the company’s operating strategies while maintaining a sound financial condition. The Committee reviews the company’s financial forecasts and budgets as well as strategic actions proposed by the company’s management. The Committee also reviews funding recommendations concerning the company’s pension plans together with the investment performance of such plans and the company’s risk management policies and practices. The Finance Committee met four times in 2004.

Nominating and Governance Committee

Studies and makes recommendations concerning the qualifications of all directors, and selects and recommends candidates for election and re-election to the Board and persons to fill vacancies on the Board, as well as the compensation paid to non-employee directors. The Committee also reviews and considers other matters of corporate governance, including trends and emerging expectations, as well as best practices. In advising the Board and management, the Committee may consider a range of governance matters, including Board structure, Board composition, committees and criteria for committee appointment, Board meeting policies, and the ongoing relationship between the Board and management. The Nominating and Governance Committee met four times in 2004.

The Committee on Safety, Health and the Environment

Reviews implementation of the company’s workplace safety and health program. The Committee also reviews the stewardship of the company with respect to conservation of natural resources and its ability to protect the natural environment. The Committee receives regular reports from management, reviews safety, health and environmental matters with management, including the company’s compliance record and programs, and makes recommendations as needed. The Committee on Safety, Health and the Environment met four times in 2004.

Corporate Governance Principles

MeadWestvaco’s Corporate Governance Principles adopted by the Board of Directors in February 2003 and subsequently amended, address, among other things, standards for evaluating the independence of the company’s directors. The full text of the Principles is included in this Proxy Statement as Annex A.

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The Principles are also available on the company’s website at the following address: http://www.meadwestvaco.com/corporate.nsf/investor/principles and printed copies are available to any stockholder upon request.

Pursuant to the Principles, the Board, with the support of the Nominating and Governance Committee, reviewed the independence of directors in February 2005. Transactions and relationships during the prior year between each director or any member of his or her immediate family and the company and its subsidiaries, including those reported under “Certain Relationships and Related Transactions” were considered. As provided in the Principles, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that, with the exception of John A. Luke, Jr., the Chairman and Chief Executive Officer of the company, all of the directors, including each of the members of the Audit, Compensation and Organization Development, and Nominating and Governance Committees, are independent of the company under the standards set forth in the Corporate Governance Principles and the New York Stock Exchange listing standards.

MeadWestvaco Nominating and Governance Committee

Charter

The Board of Directors of MeadWestvaco adopted a Nominating and Governance Committee charter on January 30, 2002 that was subsequently amended. The Nominating and Governance Committee charter is included on the company’s website at the following address: http://www.meadwestvaco.com/corporate.nsf/investor/ngCommittee. The charter sets forth the purposes, goals and responsibilities of the Committee. The charter also provides that the Committee annually evaluate its performance. In accordance with the company’s Corporate Governance Principles, the members of the Nominating and Governance Committee are required to be independent directors under the criteria established by the Board, consistent with the requirements of the New York Stock Exchange and the Securities and Exchange Commission.

Director Candidates

In accordance with the Corporate Governance Principles, the Nominating and Governance Committee is responsible for recommending qualified individuals for membership on the Board of Directors. The Committee is dedicated to periodically reviewing with the Board the requisite qualifications of Board members as well as the composition of the Board as a whole. This assessment addresses independence of Board members, as well as the consideration of experience, judgment, knowledge and diversity in the context of the needs of the Board. General criteria for the nomination of all director candidates include:

The board succession plan states that the Committee seeks the following additional attributes:

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In addition, the background and specific competencies of candidates are considered. These include business management, financial background, manufacturing background, marketing experience, knowledge of the packaging industry, global experience, research and development, service in government, academia or other public sector professions, financial expertise and independence under the standards of the New York Stock Exchange. For 2004, the Board did not consider adding new members.

Stockholder Nominations

The Nominating and Governance Committee will consider stockholder recommendations for nominees to the Board of Directors. In addition, any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors if written notice of such stockholder’s intent to make such nomination is given, either by personal delivery or by the United States mail, postage prepaid, to the Secretary of the company, not later than (i) with respect to an election to be held at an annual meeting, 90 days in advance of such meeting, and (ii) with respect to an election to be held at a special meeting for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. Each notice must set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated, (b) a representation that the stockholder is a holder of record of stock of the company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder, (d) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated by the Board of Directors, and (e) the consent of each nominee to serve as a director of the company if so elected. Stockholders’ recommendations for nominees of directors should also provide to the Nominating and Governance Committee the foregoing information with respect to any individual they wish to recommend and such recommendations are treated in the same manner as other recommendations for nominees for director.

Code of Conduct

The MeadWestvaco Code of Conduct applies to all MeadWestvaco directors and employees worldwide, including the Chief Executive Officer and the Chief Financial Officer. These policies and principles support the company’s core values of integrity, respect for the individual, commitment to excellence and teamwork. The Code of Conduct can be found on the company’s website at the following address: http://www.meadwestvaco.com/corporate.nsf/investor/conduct and printed copies are available to any stockholder upon request.

Contact MeadWestvaco Board

Anyone who wants specifically to raise a concern to the non-management members of the Board of Directors, including concerns about the company’s accounting, internal accounting controls or auditing matters, may contact the Chair of the Audit Committee directly. Such communications will also be received and reviewed by the General Counsel and treated as confidentially as possible, consistent with ensuring appropriate and careful review of the matter. Communications may be anonymous. The Chair of the Audit Committee will report as appropriate to the Board of Directors regarding such concerns. The company’s Code of Conduct prohibits any employee from taking any adverse action against anyone who in good faith raises a concern about business integrity.

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To convey a concern to the Chair of the Audit Committee, you may call 1-888-536-1502, or write to: Audit Committee Chair, MeadWestvaco Corporation, Attention: General Counsel, World Headquarters, One High Ridge Park, Stamford, Connecticut 06905. If preferred, concerns may be emailed using the form set forth at the following web address: http://www.meadwestvaco.com/shared/contactboard.nsf/email. Inclusion of your name and email address is optional.

Director Attendance at Annual Meetings

Directors are invited and encouraged to attend the company’s Annual Meeting of Stockholders. In April 2004, all 14 directors attended the meeting.

Executive Sessions

The non-management directors meet in executive session at each regularly scheduled Board meeting during the year. The director who presides at these meetings is chosen by annual rotation from among the chairmen of the following Board Committees: Audit, Compensation and Organization Development, and Nominating and Governance. The presiding director chairs the executive sessions and reports back as appropriate to the Chief Executive Officer.

Officer and Director Stock Ownership

In January 2005, the Compensation and Organization Development Committee approved stock ownership guidelines for corporate officers and key senior executives pursuant to which the Chief Executive Officer is required to hold shares of common stock of the company in an amount equal to five times his annual base salary. Certain senior executives are required to hold shares of common stock of the company in an amount equal to three times annual base salary and other senior management are required to hold shares of common stock in an amount equal to their annual base salary. Covered executives have five years to meet the guidelines, and the Committee has the authority to apply its discretion in granting exceptions during periods of volatile markets. The following types of share ownership are counted towards the requirement: shares owned outright, including shares held in street name accounts; shares jointly held with a spouse, or in trust for the officer’s benefit; shares held in a qualified plan; stock units payable in nonqualified deferred compensation accounts; and restricted stock shares.

In February 2005, the Board approved stock ownership guidelines for non-executive directors pursuant to which non-executive directors are encouraged to own, at a minimum, MeadWestvaco stock or stock units equal to three times their annual cash retainer within three years of joining the board. Discretion may be applied in periods of volatile markets.

Certain Relationships and Related Transactions

The Board, at the recommendation of the Nominating and Governance Committee, has determined that all of the non-employee directors are independent of the company under the standards set forth in the Corporate Governance Principles. None of the company’s non-employee directors or any members of their immediate family are executive officers at a company where, in the preceding three years, the annual payments to or payments from MeadWestvaco for property or services in any single fiscal year exceeded two percent of the annual consolidated gross revenues of the company at which he or she served as an executive officer. None of the company’s non-employee directors serve as executive officers of a tax-exempt organization where, in the preceding three years, the company’s contributions to the organization in any single fiscal year exceeded the greater of $1,000,000 or two percent of that organization’s consolidated gross revenues.

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Report of the Audit Committee of the Board of Directors

Membership and Role of the Audit Committee

The Audit Committee consists of five members of the company’s Board of Directors. Each member of the Audit Committee is independent and possesses other qualifications as required by the New York Stock Exchange. All of the members of the Audit Committee, moreover, are independent of the company under the standards set forth in the Corporate Governance Principles. The Audit Committee operates under a written charter adopted by the Board of Directors. The full text of the Audit Committee Charter is included in this Proxy Statement as Annex B.

The primary function of the Audit Committee is to assist the Board of Directors in reviewing and monitoring (1) the integrity of the financial statements of the company and internal control over financial reporting, (2) the compliance by the company with legal and regulatory requirements, (3) the independence and qualifications of the company’s independent registered public accounting firm and (4) the performance of the company’s internal audit function and independent registered public accounting firm.

Review of the Company’s Audited Financial Statements for the Year Ended December 31, 2004 and Internal Control over Financial Reporting as of December 31, 2004

Management is responsible for the financial reporting process, including the system of internal control, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm for 2004, is responsible for auditing those financial statements and the company’s internal control over financial reporting. The Audit Committee discussed with PricewaterhouseCoopers LLP the matters that are required to be discussed under Public Company Accounting Oversight Board Standards. The Audit Committee also received the written disclosures and letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), and has discussed with PricewaterhouseCoopers LLP the independence of PricewaterhouseCoopers LLP from MeadWestvaco and its management. The Audit Committee has reviewed and discussed the audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting with management.

The Audit Committee of MeadWestvaco reviewed and discussed the foregoing as reflected in the minutes of the Audit Committee, and on the basis of that review and those discussions, recommended to the Board of Directors that the audited financial statements of MeadWestvaco for the year ended December 31, 2004 be included in the Annual Report on Form 10-K for the year ended December 31, 2004 for filing by MeadWestvaco with the United States Securities and Exchange Commission.

The Audit Committee met six times in 2004. After each meeting, the Audit Committee met in executive sessions separately with the independent registered public accounting firm and the director of internal audit to review, among other things, staffing, the audit plan and reports on effectiveness of internal control over financial reporting.

The Audit Committee approved 100% of the audit, audit-related and tax services for the company performed by the independent auditor in 2004 and 2003. The company’s Audit Committee Pre-Approval Policy is included in this Proxy Statement as Annex C.

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MeadWestvaco incurred the following fees for services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2004 and 2003:

The Audit Committee concluded that the provision of non-audit services in 2004 and 2003 by PricewaterhouseCoopers LLP was compatible with their independence.

Submitted by:

2.    Proposal to ratify appointment of the independent registered public accounting firm

The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP to serve as the company’s independent registered public accounting firm for 2005 subject to approval by the stockholders at the 2005 Annual Meeting. PricewaterhouseCoopers LLP currently serves as the company’s independent registered public accounting firm, and received $9,773,000 in fees and expenses during the year ended December 31, 2004. The Audit Committee has been advised by PricewaterhouseCoopers LLP that neither the firm, nor any of its partners or staff, has any direct financial interest or material indirect financial interest in the company or any of its subsidiaries. Representatives of PricewaterhouseCoopers LLP plan to attend the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions. If the stockholders do not ratify this appointment, the Audit Committee will consider the appointment of another independent registered public accounting firm.

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

Executive Compensation

Report of the Compensation and Organization Development Committee

The Compensation and Organization Development Committee, a Board committee, consists of six members of the company’s Board of Directors, none of whom is or has been at any time an employee of

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the company or its subsidiaries, and none of whom is receiving any compensation from the company or its subsidiaries other than as a director. All of the members of the Compensation and Organization Development Committee, moreover, are independent of the company under the standards set forth in the Corporate Governance Principles. The Committee is charged with assuring that the company’s executive officers are effectively compensated in terms that are motivating, externally competitive and internally equitable. The Committee considers and approves all compensation of the Leadership Team (comprised of the Chairman and Chief Executive Officer and his direct reports). The Committee also reviews compensation of the business unit presidents and corporate officers. With regard to compensation, the Committee establishes awards for equity compensation and sets criteria for awards under incentive compensation plans for the Leadership Team and determines whether such criteria have been met. In addition, the Committee reviews and recommends for approval by the Board of Directors the company’s various employee benefit plans affecting all employees including, but not limited to, qualified and non-qualified retirement plans, change of control and severance arrangements. The Committee also oversees the development of the company’s leadership succession plan and employee relations strategies.

Review and Approval Process

The Committee believes that its consideration of significant compensation and benefit programs is deliberative and thorough. The Committee ordinarily meets before every Board meeting and has authority to retain expert independent advice to assist in its deliberations.

Compensation Philosophy

MeadWestvaco’s executive compensation programs are designed to give executives strong incentives to achieve the company’s strategic business objectives thereby increasing the value of the company for its stockholders over the long term. The contribution of an individual to the execution of corporate strategies, and to the pursuit of these objectives, continues to be a principal basis upon which the Committee evaluates executive job performance and, therefore, is a significant factor in determining salaries, incentive awards, and equity grants. The company also views its compensation programs as critical tools to recruit and retain key executive talent. Guided by principles that reinforce the company’s pay-for-performance philosophy, compensation generally includes a base salary, eligibility for annual and long-term incentives paid in cash, as well as equity-based compensation. The Committee believes that a significant portion of its senior executives’ compensation must reflect a focus on sustained operational excellence, reward competitive long-term financial results, and be linked to the returns realized by stockholders. The company’s pay-for-performance philosophy is designed by establishing and then evaluating actual performance relative to key performance goals. These goals are discussed in more detail below under “Cash Compensation.” The Committee’s role is to ensure that the company’s compensation philosophy is aligned with these performance goals.

Total Compensation

In order to gauge the competitiveness of the company’s executive compensation program, the Committee annually reviews the total compensation of executive officers, including the Chairman and Chief Executive Officer, with a peer group of other companies, including forest products companies, paper and packaging companies and basic materials companies. The Committee then reviews the compensation and performance of that group and compares it to the company’s executive compensation program and performance levels.

The Committee also reviews management’s assessment of the individual performance and retention issues for each executive and conducts its own assessment of the Chairman and Chief Executive Officer. Based upon its review and assessment, the Committee established executive compensation levels for 2004, taking into account individual job performance and the competitive dynamics of executive recruitment and retention. While competitive data is useful in this exercise, the Committee uses such information as a data point only and not the principal basis for establishing or adjusting executive compensation levels.

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Perquisites

The Committee notes that the company does not maintain any special perquisites for executives and senior management such as company cars, country club memberships, or special travel benefits (such as personal use of corporate planes). All executives participate in the same broad-based health care programs offered to all salaried and non-union hourly employees. The company does provide reimbursement for financial counseling in the annual amount of $5,000 for members of senior management, including Leadership Team members.

Supplemental Executive Retirement Plan

The company maintains a supplemental executive retirement plan, designed to recruit and retain executives who join the company in mid career. As the plan is designed to benefit mid- career hires, the Chairman and Chief Executive Officer as well as the President (due to their long-standing service with the Company) derive only minimal benefit from the plan.

Deferred Compensation Plan

The Company maintains a non-qualified deferred compensation program, which permits executives above a particular salary grade to defer voluntarily a portion of base salary and annual or long-term incentive cash compensation on a pre-tax basis. Such deferrals remain an unfunded liability of the company. Plan participants are offered a choice of conventional investment vehicles with market rates of return and are not assured of any particular return on their investments.

Restoration Plans

The company maintains a non-qualified defined benefit plan as well as a defined contribution plan for executive officers, the purpose of which is to restore benefits that are not available under the company’s qualified retirement and 401(k) savings plans because of compensation limitations imposed by federal laws. These plans mirror the benefits provided under the company’s qualified plans that are available to all employees.

Cash Compensation

Cash compensation has three components: base salary, annual incentive award and long-term incentive award. The amount of each of these components is established pursuant to the total compensation review process, taking into account the base salaries and annual and long-term awards paid by comparable companies with particular emphasis on each individual’s performance and company performance levels.

The company’s annual and long-term cash incentive compensation is paid pursuant to the MeadWestvaco Corporation Annual and Long-Term Incentive Plan, which has been approved by stockholders and which is designed to allow full deductibility of cash awards for federal income tax purposes. See “Deductibility of Executive Compensation” below. Annual and long-term awards for the current year are earned by participants based upon the achievement of annual objective company performance goals reviewed and approved by the Committee, as well as upon their individual performance.

For 2004, the Committee established performance goals for annual incentives based upon measurable results that reflected the following financial and operational priorities reviewed by the Board of Directors: earnings before interest & taxes (EBIT) weighted at 60%, working capital (reduction in working capital) weighted at 25%, capital management (improved debt to capital) weighted at 10% and safety weighted at 5%. For 2004 long-term incentives, the Committee established performance goals based upon the following priorities: return on capital employed weighted at 30%, capital management weighted at 30% and total stockholder return weighted at 40%. Total stockholder return is measured by the performance of the company’s common stock as compared to that of other companies within a designated group of paper and packaging industry peers. By plan design, the Committee establishes a threshold, target and maximum payout percentage for both annual and long-term incentive awards for

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the named executive officers. The threshold is 50% of target performance, the target is 100%, and the maximum amount that can be earned for any individual annual or long-term award is 200% of target. The Committee reviewed the company’s 2004 performance as compared to these goals, and, based upon the plan formula, authorized annual incentive awards payable between 100% and 120% of target for the Leadership Team, which amounts were paid in February of 2005. The Committee authorized long-term incentive awards according to plan formula at 140% of target which was credited to an executive’s long-term award account. The Committee also authorized payment of one-third of the credited accounts and payment of such amounts was made in February of 2005. The balance remaining in the executive’s long-term credit accounts will be eligible for payment over a period of two years subject to the Committee’s review.

Stock Ownership Guidelines

In January of 2005, the Company adopted stock ownership guidelines to reinforce the alignment of the long-term financial interest of the company’s stockholders and its senior management. These guidelines require certain executives to hold company stock valued at a multiple of their base salary. For the Chairman and Chief Executive Officer the amount is five times base salary and for Leadership Team Members (direct reports to the Chairman and Chief Executive Officer) the amount is three times base salary. A lower threshold has been established for other members of the management organization. Current executives are expected to meet these ownership guidelines within a five year period and newly hired or promoted executives are expected to comply within five years of their hire or promotion date.

Equity-Based Compensation

In addition to the cash-based compensation incentives described above, the Committee periodically makes grants of equity to executives. In 2004 the Committee awarded stock options and other stock-based compensation awards to 322 employees, which vest ratably over three years. The Committee also awarded restricted stock awards to 23 executives, which vest in full on the third anniversary of their grant date, February 24, 2007.

During 2005, the Committee also approved a 2005 Performance Incentive Plan, subject to stockholder approval. It is the Committee’s belief that this plan will provide the vehicle through which it may authorize both annual and long-term performance based cash and equity compensation to company employees. The proposed plan is described in further detail under Item 3 beginning on page 23 of this Proxy Statement.

Compensation for the Chairman and Chief Executive Officer

John A. Luke, Jr. received compensation for 2004 that included a base salary and incentive compensation. Specific performance criteria (as described under the heading “Cash Compensation” above) were established against which the Committee measured the performance of the Chairman and the Chief Executive Officer for purposes of determining his total compensation and his incentive compensation.

During 2004, the MeadWestvaco organization came together strongly around shared goals as it leveraged the contribution of merger synergies and drove toward heightened levels of productivity and cash generation. The company’s 2004 financial plan was exceeded as earnings targets were achieved by most businesses, and debt was reduced at a rate above plan providing the company with enhanced strength and financial flexibility. The market response was also positive with total stockholder return that compared favorably relative to many of its competitors. While 2004 safety performance fell short of the aggressive 2004 goal established, company wide safety performance records continued to compare favorably to historic results. The company also made excellent progress toward accomplishing goals under its 2004-2005 productivity excellence program and in executing on long-term strategic plans for the Papers Group.

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During 2004, Mr. Luke received no adjustment to his base salary. In accordance with company-wide policy, he received a merit lump sum award in the amount of $18,000 representing 2% of his base salary. Beginning in 2005, Mr. Luke’s base salary was increased by $85,000 to reflect a salary more competitive with his position and to recognize his significant contributions to the company. His incentive compensation was paid pursuant to the plan, as described above under “Cash Compensation.” Based upon performance measured against the goals established by the Committee and the terms of the plan, an annual cash incentive award of $1,250,750 was paid to Mr. Luke for the 2004 year. Because the goals established under the long-term portion of the plan were also achieved, a long-term cash incentive award for 2004 was approved for Mr. Luke in the amount of $1,454,880 and credited to his account. In accordance with plan design, one-third of this account, or $597,000, was paid to Mr. Luke in February of 2005. As part of a 2004 equity award described above, the Committee also granted 40,000 shares to Mr. Luke, in the form of a restricted stock award, and stock options covering 100,000 shares.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code permits a tax deduction to public companies for individual compensation over one million dollars per year paid to a company’s chief executive officer and to the four other most highly compensated executive officers provided the compensation paid is based upon the achievement of objective performance goals under a stockholder-approved arrangement. The company’s cash incentive compensation program was designed to comply with the requirements for this exemption, permitting full deductibility of all annual and long-term cash incentive compensation. The Committee does not currently believe that Section 162(m) will affect the company’s tax deductions for compensation in 2004. However, the Committee believes that the company’s compensation programs should be managed in the overall best interests of the company’s stockholders, and it therefore reserves the right to pay non-deductible compensation.

Summary

The Committee believes the caliber and motivation of its executives and all of MeadWestvaco’s employees are extremely important to its ability to meet future challenges and to deliver long-term value to its stockholders. The Committee is convinced that this will continue to be the case in future years. The current compensation program delivers a mix of compensation elements for 2004 (base pay, annual incentive, long-term incentive, equity-based and deferral opportunities) that are effective tools in supporting leadership excellence. The Committee is confident that these elements are key in rewarding executives who contribute to the success of the company.

Compensation Committee Interlocks and Insider Participation

The Compensation and Organization Development Committee currently consists of Mr. Breen as Chairman, Dr. Cole, Messrs. Collins, Kelson, and McCormack, and Ms. Kropf. None of our executive officers served as:

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Total Stockholder Return

January 30, 2002-December 31, 2004

This graph compares the cumulative total return to stockholders on MeadWestvaco common stock from January 30, 2002, the first day of trading of the company’s common stock after the merger, plus reinvested dividends and distributions through December 31, 2004 with the return on the Standard & Poor’s 500 Stock Index (S&P 500) and the Standard & Poor’s Paper & Forest Products Index (S&P Paper Index) (the company’s peer group index) during the same period. As of December 31, 2004, the S&P Paper Index included the following companies: Georgia-Pacific Corporation, International Paper Company, Louisiana-Pacific Corporation, MeadWestvaco and Weyerhaeuser Company. This graph assumes $100 was invested on January 30, 2002 in each of the following: the company’s common stock, the S&P 500 Index and the S&P Paper Index. This graph should not be taken to imply any assurance that past performance is predictive of future performance.

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Summary Compensation Table

The following table presents information concerning total compensation paid to the Chief Executive Officer and certain other executive officers of the company (collectively, the “named executive officers”).

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Option Grants in the Year Ended December 31, 2004

Aggregated Option Exercises in Last Year

and December 31, 2004 Option Values

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Pension Plan Table for Year 2004

MeadWestvaco Corporation

The table above shows the approximate annual retirement benefits payable under the MeadWestvaco Retirement Plan for Salaried Employees based upon the noted compensation levels and years of service. Benefits under the retirement plan become vested after five years of service. Benefits are also reduced by one-half of a participant’s primary Social Security Benefit. These approximated benefits have been calculated assuming the participant retires at age 65, on a straight-life annuity basis without regard to optional forms of payment. Participants are eligible for an unreduced benefit at age 62 with 20 or more years of service. Note that legacy Mead participants receive benefits computed under the prior Mead Retirement Plan formula through December 31, 2002 updated with pay at retirement and under the new MeadWestvaco formula beginning on January 1, 2003.

As of December 31, 2004, Mr. Luke had 26 years of service credit under the plan, Mr. Buzzard had 27 years of service credit under the plan, Mr. Rajkowski had accumulated four months of service credit under the plan, Mr. Willkie had almost ten years of service credit under the plan and Mr. Watkins had eight years of service credit under the plan.

In January of 2004, the company adopted a supplemental executive retirement plan which covers Messrs. Luke, Buzzard, Rajkowski, Willkie and Watkins, the purpose of which is to attract and retain mid-career executives until normal retirement age (65). The plan follows the benefit formula and vesting provisions of the company’s qualified retirement plan formula, but recognizes additional years of service up to a maximum for certain mid-career hires. Under this formula, assuming retirement at age 65, it is possible that Mr. Rajkowski could accrue an additional 11.25 years of service and Messrs. Willkie and Watkins could accrue an additional 9.75 years of service. Messrs. Luke and Buzzard would not accrue any additional service under this formula. Generally, normal retirement benefits are payable in annuity form subject to reduction for early retirement and offset by other benefits as described in the company’s qualified plan.

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2004 Long-Term Incentive Table

Change of Control Agreements

Under MeadWestvaco’s change of control agreements approved in November 2003, the company agrees to provide severance benefits to designated executive officers in the event of a termination of employment other than for cause within two years following a “change of control event.”

Under the agreements, if severance is due and payable, the cash payment for Messrs. Luke, Buzzard, Rajkowski and Willkie is equal to an average of three times the officer’s base salary and annual and long-term compensation “actually paid” (rather than target) measured over the three-year period immediately prior to the change of control event, with welfare benefits, including health insurance, continuation for three years. In the case of Mr. Watkins, the cash severance multiple is equal to two times this actual compensation average with welfare benefit continuation for two years only. The agreements provide for a reduced severance benefit in the event of a change of control resulting from a merger of equals business combination, as defined in the agreements.

Depending on the change of control event, the executive may also be eligible for an additional supplemental lump-sum pension equal to the benefit he or she would have accrued if the executive continued employment with the company for an additional three years. The agreements also provide that to the extent that any payment or benefit is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code exceeds 110% of the maximum that can be received without the excise tax being imposed, the executive will receive a payment to restore him or her to the after-tax position he or she would have been in had the tax not been imposed.

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Change of Control Agreement with Mr. Luke

The terms and conditions of Mr. Luke’s employment are described in his change of control agreement under which he is employed as Chairman and Chief Executive Officer of MeadWestvaco. The agreement has a three-year term beginning on January 29, 2004 with provision for automatic renewal, unless otherwise terminated in accordance with the agreement.

In exchange for his services, Mr. Luke receives an annual base salary and is also entitled to participate in all benefit and compensation programs applicable generally to other executives of MeadWestvaco.

3. Proposal for Adoption of MeadWestvaco Corporation 2005

    Performance Incentive Plan

Background

MeadWestvaco Corporation (the “Company”) believes its long-term interests are best advanced by aligning the interests of its key employees with the interests of its stockholders. On February 22, 2005, the Board of Directors adopted, subject to stockholder approval, the MeadWestvaco Corporation 2005 Performance Incentive Plan (referred to in this proxy statement as the “Plan”). Plan approval will permit the Company to continue to use stock-based compensation to align stockholder and employee interest and to motivate employees providing services to the Company. The Plan is intended to supersede the Company’s existing equity and incentive compensation plans.

The Plan authorizes the Compensation and Organization Development Committee (the “Committee”) to award stock options, stock appreciation rights, restricted stock, restricted stock units and incentive compensation with vesting and performance-based award conditions to Company employees in order to reinforce the alignment of stockholder and management interests. Provisions have been included to meet the requirements for deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”) with respect to options and other awards by qualifying payments under the Plan as performance-based compensation under Section 162(m).

Plan Term: The plan will be effective February 22, 2005, subject to approval by the Company’s stockholders and will terminate with respect to the grant of new awards upon the tenth anniversary of the effective date.

Award Types: Options, stock appreciation rights, restricted stock (including performance share awards), restricted stock units and cash incentive compensation awards may be awarded under the Plan.

Shares Authorized: 12,000,000, plus any shares subject to outstanding awards under The Mead Corporation Restricted Stock Plan, the MeadWestvaco Corporation 1999 Salaried Employee Stock Incentive Plan, the MeadWestvaco Corporation 1995 Salaried Employee Stock Incentive Plan and the MeadWestvaco Corporation 1996 Stock Option Plan (collectively, the “Prior Plans”) that, on or after February 22, 2005, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares).

Eligibility: Any current or prospective officers or employees of the Company and its subsidiaries, including any director of the Company who is also an employee in his or her capacity as such. The Committee determines which eligible participants will receive awards under the Plan. The Company expects that approximately 350 persons currently would qualify to participate in the Plan.

Administration: The Plan will be administered by the Compensation and Organization Development Committee of the Board of Directors. Under NYSE rules, members of the Committee are required to satisfy the NYSE’s standards for independence. The Committee may delegate various functions for the administration of the Plan to employees of the Company excluding the approval of Awards under the Plan to executive officers and senior management employees of the Company.

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Individual Award Limits: No participant may be granted options and stock appreciation rights covering more than 3,000,000 shares over any three fiscal year period. No participant may be granted awards under the Plan that are intended to qualify as performance-based compensation under Section 162(m) of the Code covering more than 400,000 shares (other than options or stock appreciation rights) in any one fiscal year, subject to certain anti-dilution and other adjustments. The maximum amount payable pursuant to the portion of incentive compensation awards granted in any one calendar year to any Participant that are denominated in dollars and are intended to qualify as performance based compensation under Code Section 162(m) is (i) $6,000,000 with respect to awards based on performance over one fiscal year, and, separately (ii) $6,000,000 with respect to awards based on performance over a period longer than one fiscal year.

Stock Options: Under the terms of the Plan, the exercise price for stock options must equal the fair market value of the Company’s common stock on the date of grant, the vesting period must be no earlier than one year from the date of grant (except upon a change of control, termination of employment due to death, disability or retirement or pursuant to the terms of an offer to a newly hired executive) and the term of any option may not exceed 10 years. Otherwise, the Committee has discretion to determine any other terms and conditions otherwise consistent with the Plan. Options granted under the Plan may be either incentive stock options qualifying under Section 422 of the Code (“ISOs”) or options which are not intended to qualify as incentive stock options (“NQSOs”). The exercise price of an option may be paid through various means acceptable to the Committee as described in the Plan. The Plan prohibits repricing stock options without stockholder approval.

Stock Appreciation Rights: A stock appreciation right provides the right to the monetary equivalent of the increase in the value of a specified number of the Company’s shares over a specified period of time after the right is granted. Stock appreciation rights may be paid in stock, cash or a combination thereof. Stock appreciation rights may be granted either in tandem with or as a component of other awards granted under the Plan or not in conjunction with other awards and may, but need not, relate to a specific option. Stock appreciation rights are generally subject to the same terms and limitations as options or, when granted tandem to other awards, to the same terms as those other awards. Stock appreciation rights cannot be repriced without stockholder approval.

Restricted Stock and Restricted Stock Units: Restricted stock is an award of shares, the grant, issuance, retention and/or vesting of which is subject to such performance and other conditions as specified by the Committee. The Committee has discretion to determine the terms of any restricted stock award subject to the Plan’s provisions; provided, however, that the minimum vesting period must cover at least a 3-year period unless the grant, issuance, vesting or retention of the award is contingent upon satisfaction of a performance criteria with a performance period of at least one year. Exceptions to the vesting provisions may also apply in the event of termination of employment due to death, disability or retirement, upon a change of control or pursuant to the terms of an offer to a newly hired executive.

Incentive Compensation Awards: The Plan authorizes the grant of incentive compensation awards or the establishment of a program for incentive compensation awards, pursuant to which an individual award or a funding pool from which Participants are paid is contingent upon the achievement of performance criteria specified by the Committee. Each of the Company’s named executive officers will participate in any incentive compensation arrangement or program established under the Plan. The Committee has sole discretion to determine the terms of any incentive compensation arrangement or program, including the maximum amount payable (subject to the Plan’s stated limits), the performance period, which must be not less than one year, performance criteria (which may be based on financial performance and/or personal performance evaluations) and level of achievement versus these criteria, the timing of any payment, restrictions on an incentive compensation award prior to actual payment, forfeiture provisions, and any other terms and conditions consistent with the Plan. Incentive compensation awards are payable in cash or shares of Common Stock as determined by the Committee.

Qualifying Performance Criteria: The Committee may establish performance criteria (including levels of required achievement, where appropriate), determine the number of shares of Common Stock to be

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granted, retained, vested, issued or issuable under or in settlement of, or the amount payable pursuant to an Award (including any cash payment) which criteria may be based on Qualifying Performance Criteria or other standards of financial performance and/or personal performance evaluations. In addition, the Committee may specify a percentage of an Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, provided that the performance criteria for any portion of an Award shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified at the time the Award is granted. Notwithstanding satisfaction of any performance goals, the number of shares issued under or the amount paid under an award may, to the extent specified in the Award Agreement, be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

Qualifying Performance Criteria are listed in the Plan document at page D-12 below.

Transferability: Generally, awards are only transferable by a recipient’s last will and testament and by the applicable laws of descent and distribution, unless provided otherwise by the Committee.

Change of Control: Unless the Committee or the Board of Directors specifies otherwise prior to the Change of Control, as defined in the Plan, and assuming the assumption of Awards by a successor, a participant who is involuntarily terminated within twenty-four (24) months of a Change of Control shall have the ability to exercise an option or stock appreciation right in full until the earlier of the award’s original expiration term or a date two years following the employee’s termination of employment. Certain exceptions apply in the case of an executive’s retirement. With respect to incentive compensation (payable in cash, restricted stock or restricted stock units), the Committee may determine prior to the Change of Control whether upon any such termination of employment any conditions to the grant, issuance, retention, vesting, settlement, or transferability of or any other restrictions applicable to the award may be waived to reflect the Company’s performance to date and the extent to which a pro rata portion of such award may be paid or distributed.

Adjustments: In the event a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than regular, quarterly cash dividends), or otherwise, the Committee (or the Board) may, in its discretion, adjust the number and kind of shares granted under the Plan, the number and kind of shares subject to outstanding stock options and restricted stock awards and the exercise price of outstanding stock options and the number and kind of shares subject to the various limitations under the Plan.

Amendments: The Board of Directors may terminate, amend or discontinue the Plan and the Committee may amend or alter any agreement or other document evidencing an award made under the Plan, provided that no action may be taken by the Board of Directors to amend the Plan in any manner requiring stockholder approval.

Tax Consequences: The following discussion of the federal income tax consequences of the Plan is intended to be a summary of applicable federal law as currently in effect. It should not be taken as tax advice by Plan participants, who are urged to consult their individual tax advisors.

Stock Options: ISOs and NQSOs are treated differently for federal income tax purposes. ISOs are intended to comply with the requirements of Section 422 of the Code. NQSOs do not comply with such requirements.

An optionee is not taxed on the grant or exercise of an ISO. The difference between the exercise price and the fair market value of the shares on the exercise date will, however, be a preference item for purposes of the alternative minimum tax. If an optionee holds the shares acquired upon exercise of an ISO for at least two years following the option grant date and at least one year following exercise, the optionee’s gain, if any, upon a subsequent disposition of such shares is long term capital gain. The

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measure of the gain is the difference between the proceeds received on disposition and the optionee’s basis in the shares (which generally equals the exercise price). If an optionee disposes of stock acquired pursuant to exercise of an ISO before satisfying these holding periods, the optionee will recognize both ordinary income and capital gain in the year of disposition. The Company is not entitled to an income tax deduction on the grant or exercise of an ISO or on the optionee’s disposition of the shares after satisfying the holding period requirement described above. If the holding periods are not satisfied, the Company will be entitled to a deduction in the year the optionee disposes of the shares in an amount equal to the ordinary income recognized by the optionee.

In order for an option to qualify for ISO tax treatment, the grant of the options must satisfy various other conditions more fully described in the Internal Revenue Code. The Company does not guarantee that any option will qualify for ISO tax treatment even if the option is intended to qualify for such treatment. In the event an option intended to be an ISO fails to so qualify, it will be taxed as an NQSO described below.

An optionee is not taxed on the grant of an NQSO. On exercise, the optionee recognizes ordinary income equal to the difference between the option price and the fair market value of the shares acquired on the date of exercise. The Company is entitled to an income tax deduction in the year of exercise in the amount recognized by the optionee as ordinary income. The optionee’s gain (or loss) on subsequent disposition of the shares is long term capital gain (or loss) if the shares are held for at least one year following exercise. The Company does not receive a deduction for this gain.

Restricted Stock and Restricted Stock Units: Grantees of restricted stock or restricted stock units do not recognize income at the time of the grant. When the award vests or is paid, grantees generally recognize ordinary income in an amount equal to the fair market value of the stock or units at such time, and the Company will receive a corresponding deduction.

Incentive Compensation Awards: A participant will have taxable income at the time an incentive compensation award becomes payable, and, if the participant has timely elected deferral to a later date, such later date. At that time, the participant will recognize ordinary income equal to the value of the amount then payable.

Company Deduction and Section 162(m): For the individual serving as the chief executive officer of the Company at the end of the taxable year and for the individuals serving as officers of the Company or a subsidiary at the end of such year who are among the four highest compensated officers (other than the chief executive officer) for proxy reporting purposes (the “named executive officers”), Section 162(m) of the Code limits the amount of compensation otherwise deductible by the Company and its subsidiaries for such year to $1,000,000 for each such individual except to the extent that such compensation is “performance-based compensation.” The Company expects that NQSOs, ISOs and stock appreciation rights should qualify as performance-based compensation. The Committee may establish performance conditions and other terms with respect to grants of restricted stock, restricted stock units and incentive compensation awards in order to qualify such grants as performance-based compensation for purposes of Section 162(m) of the Code.

New Plan Benefits. As of the date of this proxy statement, no awards have been made under the Plan. The benefits that will be awarded or paid under the Plan are not currently determinable. As of March 1, 2005, the closing price of a share of the Company’s Common Stock was $32.35.

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Equity Compensation Plan Information

At December 31, 2004

(shares in thousands)

There are no equity compensation plans of the Company that have not been approved by stockholders.

Vote required for Approval

The affirmative vote of the holders of a majority of the shares of common stock represented and voting at the Annual Meeting is required to approve the Plan, provided that at least a majority of the outstanding shares vote on the matter. Unless marked to the contrary, proxies received will be voted FOR approval.

The Board of Directors of the Company recommends a vote FOR the approval of the 2005 Performance Incentive Plan.

4. Stockholder Proposal on Director Election Majority Vote

    Standard

The following proposal (Item 4 on the proxy card), if properly presented, will be considered at the meeting. The name, address and share holdings of the stockholder proponent will be supplied upon request.

RESOLVED: That the stockholders of MeadWestvaco Corporation (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of stockholders.

Supporting Statement:

Our Company is incorporated in Delaware. Among other issues, Delaware corporate law addresses the issue of the level of voting support necessary for a specific action, such as the election of corporate directors. Delaware law provides that a company’s certificate of incorporation or bylaws may specify the number of votes that shall be necessary for the transaction of any business, including the election of directors (DGCL, Title 8, Chapter 1, Subchapter VII, Section 216). Further, the law provides that if the level of voting support necessary for a specific action is not specified in the certificate of incorporation or bylaws of the corporation, directors “shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.”

Our Company presently uses the plurality vote standard for the election of directors. We feel that it is appropriate and timely for the Board to initiate a change in the Company’s director election vote

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standard. Specifically, this stockholder proposal urges that the Board of Directors initiate a change to the director election vote standard to provide that in director elections a majority vote standard will be used in lieu of the Company’s current plurality vote standard. Specifically, the new standard should provide that nominees for the board of directors must receive a majority of the vote cast in order to be elected or re-elected to the Board.

Under the Company’s current plurality vote standard, a director nominee in a director election can be elected or re-elected with as little as a single affirmative vote, even while a substantial majority of the votes cast are “withheld” from that director nominee. So even if 99.99% of the shares “withhold” authority to vote for a candidate or all the candidates, a 0.01% “for” vote results in the candidate’s election or re-election to the board. The proposed majority vote standard would require that a director receive a majority of the vote cast in order to be elected to the Board.

It is our contention that the proposed majority vote standard for corporate board elections is a fair standard that will strengthen the Company’s governance and the Board. Our proposal is not intended to limit the judgment of the Board in crafting the requested governance change. For instance, the Board should address the status of incumbent directors who fail to receive a majority vote when standing for re-election under a majority vote standard or whether a plurality director election standard is appropriate in contested elections.

We urge your support of this important director election reform.

Statement in Opposition:

MeadWestvaco has a history of electing, by a plurality, a strong and independent Board. Since the creation of MeadWestvaco in 2002, we have held three annual meetings of stockholders. In the last three years, every Board member was re-elected by a vote of at least 97% of votes cast. The Board believes that the current plurality voting requirement for the election of directors is fair and impartial in that it applies equally to any candidate who is nominated for election to the Board. The plurality voting threshold is the accepted standard for the election of directors of publicly traded companies.

The proposal would not change the effect of votes when an incumbent director is renominated and not opposed by another nominee. Consistent with the provisions of the Delaware General Corporation Law, the company’s bylaws provide that directors shall hold office from the date of their election until their successors have been elected and qualified. An incumbent director who did not receive a majority of the votes cast would therefore remain in office, unless he or she chose to resign, until such person’s successor was elected and qualified. As a result, the majority vote standard advocated in the proposal would not necessarily affect the outcome of uncontested annual meeting votes to re-elect incumbent directors.

Our Board believes that a change in voting method is unnecessary in light of the processes we have established for election of directors and our corporate governance principles. Our Board believes that we already have a strong corporate governance process designed to identify and propose director nominees who will serve the best interests of our company and all stockholders. In recommending nominees, the Nominating and Governance Committee considers the following qualifications: the highest integrity and ethical standards; the ability to provide wise and informed guidance to management; a willingness to pursue thoughtful, objective inquiry on important issues before the company; a commitment to enhancing stockholder value; and a range of experience and knowledge commensurate with the company’s needs as well as the expectations of knowledgeable investors. The procedures followed by the Nominating and Governance Committee in considering and recommending nominees are more fully described earlier in this proxy statement. In light of the foregoing, our Board believes the existing plurality voting standard and the role of the Nominating and Governance Committee provides an effective mechanism for electing an independent Board that is committed to delivering long-term stockholder value.

For these reasons, your Board of Directors recommends that you vote AGAINST the proposal.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires the company’s officers and directors, and persons who own more than 10% of a registered class of the company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the New York Stock Exchange. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the company with copies of all Section 16(a) forms they file. The company’s administrative staff regularly assists its executive officers and directors in preparing initial ownership reports and reporting ownership changes, and typically files these reports on their behalf.

Based solely upon a review of the copies of such reports furnished to the company and of such reports in its possession, and of representations by certain reporting persons, the company believes that all of its directors, executive officers and 10% stockholders complied with all filing requirements under Section 16(a) in 2004, except that a Form 4 for Susan J. Kropf reporting the sale of 260 shares held in a brokerage account that was required to be filed by April 6, 2004 was filed on April 13, 2004.

Expenses of Solicitation

All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be borne by the company. In addition to solicitation by mail, directors, officers and employees of the company may solicit proxies and voting instructions in person, by telephone or other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. The company has retained Georgeson Stockholder Communications, Inc., at an estimated cost of $15,000, plus reimbursement of expenses, to assist in its solicitation of proxies from brokers, nominees, institutions and individuals. Arrangements also will be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of shares held of record by such custodians, nominees and fiduciaries, and the company will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith.

Stockholder Proposals and Nominations

Stockholder proposals intended for inclusion in next year’s Proxy Statement must be received by the Secretary of the company not later than November 25, 2005. In addition, MeadWestvaco’s bylaws outline procedures that a stockholder must follow to nominate directors or to bring other business before stockholders’ meetings. For a stockholder to nominate a candidate for director at the 2006 Annual Meeting of Stockholders, notice of such nomination must be given to the Secretary of the company not later than 90 days in advance of such meeting. The notice must describe various matters regarding the nominee and conform to requirements specified in the company’s bylaws, a copy of which can be obtained by contacting the Secretary. For a stockholder to bring other business before the 2006 Annual Meeting of Stockholders, notice must be given to the Secretary of the company between December 27, 2005 and January 26, 2006, and must include a description of the proposed business, the reason for conducting such business and other specified matters.

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Delivery of Documents to Stockholders Sharing an Address

If you are the beneficial owner, but not the record holder, of the company’s shares, your broker, bank or other nominee may only deliver one copy of the company’s proxy statement and annual report to multiple stockholders who share an address unless that nominee has received contrary instructions from one or more of the stockholders. The company will deliver promptly, upon written or oral request, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and annual report, now or in the future, should submit their request to the company by telephone at (203) 461-7500 or by submitting a written request to Corporate Secretary, MeadWestvaco Corporation, One High Ridge Park, Stamford, Connecticut 06905. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

Wendell L. Willkie, II

Senior Vice President, General Counsel and Secretary

March 22, 2005

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ANNEX A

MeadWestvaco

Corporate Governance Principles

The mission of the Board of Directors is to foster the success of MeadWestvaco Corporation, including the enhancement of long-term stockholder value. It is the duty of the Board to oversee the management of MeadWestvaco’s business. These corporate governance principles, as adopted by the Board, present the framework within which directors fulfill their responsibilities and discharge this duty.

Board of Directors Functions

MeadWestvaco’s business is conducted by its officers, managers and employees under the direction of the chief executive officer (CEO) and the oversight of the Board. The Board has six scheduled meetings a year at which it reviews and discusses reports by management on the performance of the company, its strategy, plans and prospects, as well as significant issues facing the company. In addition to its general oversight of management, the Board performs a number of specific functions, including:

In addition, the Board is a source of advice and guidance to management on significant issues before the company. The Board undertakes a thorough review of the company’s long-term strategic plans and other principal issues before the company during one extended Board meeting each year.

Director Qualifications

The Nominating and Governance Committee is responsible for recommending qualified individuals for membership on the Board of Directors in accordance with its charter. The Committee periodically reviews with the Board the requisite qualifications of new Board members as well as the composition of the Board as a whole. This assessment addresses independence of Board members, as well as the consideration of experience, judgment, knowledge, and diversity in the context of the needs of the Board.

General criteria for the nomination of director candidates include:

Directors are required to abide by the MeadWestvaco Code of Conduct. Directors are also expected to be stockholders of the company. Individuals who serve on the Board of Directors are expected to commit the time that is necessary to meet the demands of service on the Board. Directors should advise

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the Chairman of the Board and the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board. It is expected that directors who are actively employed as officers at other public companies will limit their directorships of other public companies to three and other directors will limit their directorships of other public companies to five, in each case, to ensure sufficient time for informed exercise of their Board responsibilities. In addition, members of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies. No director may serve beyond the date of the first annual stockholders’ meeting after attaining age 70.

The Nominating and Governance Committee reviews each director’s continuation on the Board upon completion of the director’s term of service. The Board has not established term limits, because it believes that on balance term limits would sacrifice the contribution of directors who have been able to develop, over a period of time, increasing insight into the company and its operations. The Nominating and Governance Committee reviews continued service on the Board of any director who experiences a significant change in his or her principal occupation or business association.

Director Independence

The Board has a clear majority of directors who meet the criteria for independence as determined by the Nominating and Governance Committee, consistent with the requirements of the New York Stock Exchange. Directors who do not meet the NYSE’s independence standards can also make valuable contributions to the Board and to the company by reason of their experience and wisdom.

To be considered independent under the NYSE rules, the Board determines that a director does not have any direct or indirect material relationship with MeadWestvaco. The Board has established the following guidelines to assist it in determining director independence consistent with the requirements of the NYSE rules.

A director will not be considered independent if in the preceding three years:

(a) the director was an employee of MeadWestvaco;

(b) the director has received substantial compensation from MeadWestvaco other than in his or her capacity as a director;

(c) the director has an immediate family member who was employed by MeadWestvaco as an executive officer;

(d) the director or immediate family member served as an executive officer of another company where the annual payments to or payments from MeadWestvaco for property or services in any single fiscal year exceeded two percent of the annual consolidated gross revenues of the company at which he or she served as an executive officer;

(e) the director served as an executive officer of a tax exempt organization, and MeadWestvaco’s contributions to the organization in any single fiscal year exceeded the greater of $1,000,000 or two percent of such tax exempt organization’s consolidated gross revenues.

The Board annually reviews all commercial and charitable relationships of directors. Whether directors meet these categorical independence tests will be reviewed and will be made public annually.

The Board may determine, in its discretion, that a director is not independent notwithstanding qualification under the categorical standards.

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Director Responsibilities

The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the company and its stockholders. The directors expect the company’s executives, as well as its outside advisors and auditors, to conduct their responsibilities in accordance with the highest standards of honesty and integrity, faithfully discharging their obligations to stockholders. The Board also expects management carefully to observe the company’s responsibilities to other interested parties, including employees, customers and the communities in which the company does business.

With guidance from the Board of Directors, the Chair establishes the agenda for each Board meeting. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet when necessary to discharge their responsibilities properly. The Board expects information regarding the business to be conducted at a regularly scheduled Board meeting will ordinarily be distributed at least three days in advance of the meeting.

The nonmanagement directors ordinarily meet in executive session at each regularly scheduled Board meeting. The director who presides at these meetings is chosen by annual rotation from among the chairmen of the following Board Committees: Audit, Compensation and Organization Development and Nominating and Governance. The presiding director chairs the executive sessions and reports back as appropriate to the CEO.

The Board expects that management speaks for the company. In carrying out their responsibilities, directors have the access they need to management of the company.

Board Committees

The Board shall have at all times an Audit Committee, a Compensation and Organization Development Committee, and a Nominating and Governance Committee. The Nominating and Governance Committee shall determine that each of the members of these committees is an independent director under the criteria established by the Board, consistent with the requirements of the New York Stock Exchange and the Securities and Exchange Commission. The Board also has a Finance Committee and a Safety, Health and Environment Committee. These five committees meet regularly. Finally, there is an Executive Committee which does not ordinarily meet but may be convened under certain circumstances when a special meeting of the Board is not practical or is not warranted.

Committee members are appointed by the Board upon recommendation of the Nominating and Governance Committee with consideration of the qualifications and independence of individual directors. There shall be regular rotation of committee assignments for members of the Board. The Nominating and Governance Committee annually reviews committee assignments and considers the rotation of the Chairs and members with a view toward balancing the benefits of diversity of experience and perspective with continuity and requisite expertise. It is the expectation of the Board that an individual will not chair a committee for more than five consecutive years.

Each committee has its own charter. The charters set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters also provide that each committee annually evaluates its performance.

The Chair of each committee, in consultation with management, determines the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chair of each committee, in consultation with management, is responsible for the committee’s agenda. Members of each committee may suggest subjects for the committee’s agenda.

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The Board recognizes that, in certain circumstances, it may be appropriate for the Board or its committees to retain advisors who have no relationships with the company’s management. For this reason, the Board and each of the Audit, Compensation and Organization Development, and Nominating and Governance Committees have the authority, upon their own initiative, to engage independent legal, financial or other advisors.

The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.

Director Compensation

The form and amount of director compensation is consistent with industry standards and is recommended by the Nominating and Governance Committee to the Board in accordance with the policies and principles set forth in its charter. The Nominating and Governance Committee periodically reviews director compensation. In discharging its duty, the Committee is guided by two goals: compensation should fairly pay directors for work required in a company of MeadWestvaco’s size and scope and compensation should align directors’ interests with the long-term interests of stockholders. Accordingly, a substantial portion of directors’ compensation is in the form of equity.

Director Orientation and Continuing Education

The company is expected to have an appropriate orientation program for new directors. Reflecting a commitment to continuing education of the Board, management is expected to ensure that all directors, including those newly appointed, are familiar with the company’s strategic plans, business and operations, its significant financial, accounting and risk management issues, its compliance programs, its principal officers, and its internal and independent auditors. Director orientation and continuing education includes, as is practical, visits to significant company facilities.

CEO Evaluation and Management Succession

The Compensation and Organization Development Committee conducts an annual review of the CEO’s performance in light of his or her performance relative to the company’s strategic goals and objectives as approved by the Board. The Board reviews the Committee’s report in order to ensure that the CEO is providing the best leadership for the company.

The Compensation and Organization Development Committee also provides an annual report to the Board on succession planning for the CEO and other executive officers. The CEO evaluates and makes recommendations regarding potential successors to these positions. The Committee reviews as appropriate with the Board potential candidates to succeed the CEO.

Annual Performance Evaluation

The Board conducts an annual self-evaluation to determine whether it, its committees and individual directors are performing effectively. The Nominating and Governance Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance. The assessment focuses on the Board’s contribution to the company and on areas in which the Board or management believes that the Board could enhance its contribution to the company.

-As amended October 26, 2004

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ANNEX B

MeadWestvaco

Audit Committee Charter

Authority

The Board by resolution dated January 30, 2002, established the Audit Committee and adopted its Charter. The Charter was first amended by a resolution of the Board dated January 28, 2003 and was further amended by a resolution of the Board dated October 26, 2004.

Purpose

The Committee is appointed by the Board to assist the Board in fulfilling its responsibilities to the stockholders, potential stockholders and investment community relating to corporate accounting, reporting practices of the company and the quality and integrity of the financial reports of the company. In so doing, it is the responsibility of the Committee to maintain free and open means of communication between the directors, the independent auditors, the internal auditors and management of the company. The Committee shall fulfill its duties by reviewing and monitoring: (1) the integrity of the financial statements of the company and internal controls over financial reporting, (2) the compliance by the company with legal and regulatory requirements, (3) the independence and qualifications of the company’s independent auditors and (4) the performance of the company’s internal audit function and independent auditors. Consistent with this function, the Committee should encourage continuous improvement of, and should foster adherence to, the company’s policies (including the company’s Code of Conduct), procedures and practices at all levels.

Composition

The Committee shall have a minimum of three directors. The Board, upon recommendation of the Nominating and Governance Committee, shall appoint the Committee members and a Chairman. The Board may fill vacancies on the Committee. All Committee members shall possess the independence and other qualifications required by the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission (the “Commission”). All members shall have sufficient financial experience and ability to enable them to discharge their responsibilities, and at least one member shall be an “audit committee financial expert” as defined by the Commission. Committee members shall not simultaneously serve on the audit committees of more than two other public companies. The Board may remove a member from the Committee with or without cause.

Meetings

The Committee will meet at the call of its Chairman or the Chairman of the Board, whenever and as often as either of them determines, but not less frequently than quarterly. The Committee shall meet periodically in separate executive sessions with management, the internal auditor and the independent auditors, and have such other direct and independent interaction with such persons from time to time as the members of the Committee may deem appropriate. A majority of the Committee members will be a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present will be the action of the Committee. Any action required to be taken at a meeting of the Committee will be deemed the action of the Committee without a meeting if all of the members executed, either before or after the action is taken, a written consent and the consent is filed with the Corporate Secretary. The Committee may form and delegate authority to subcommittees or to its Chairman when appropriate. The Chairman will report from time to time to the Board on Committee actions and on the fulfillment of the Committee’s duties under its Charter. This Charter shall be posted on the company’s website. The Committee Secretary (who will be the Corporate Secretary) or another designee of the Committee will be responsible for maintaining minutes of all Committee meetings, which will be available to all Board members, except as otherwise provided by the Committee.

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Duties and Responsibilities

The Committee shall make regular reports to the Board. While the Committee has the responsibilities and powers set forth in this Charter, management of the company is responsible for preparing the company’s financial statements, and the independent auditors are responsible for auditing those financial statements. The Committee regularly reviews these matters with management and the independent auditors. The Committee recognizes that management of the company (including the internal audit staff), as well as the company’s independent auditors, have more knowledge and detailed information about the company than the members of the Committee, and consequently, in carrying out its oversight responsibilities, the Committee of necessity, in significant measure, must rely on management of the company and its independent auditors. The Committee in carrying out its responsibilities believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances.

In discharge of its responsibilities, the Committee shall:

Documents/Reports Review

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Financial Reporting Process

Independent Auditors

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Internal Audit

Ethical and Legal Compliance

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Regulatory Compliance

Consultants and Others to Assist Audit Committee

The Committee shall have the authority to retain such independent legal, accounting or other advisors as it may deem appropriate in its sole discretion. The company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors for the purpose of rendering or issuing an audit report or performing other approved services for the company, and to any advisors employed by the Committee. The Committee may also request any officer or employee of the company, or the company’s outside counsel or independent auditors, to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

-As amended on October 26, 2004

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ANNEX C

MeadWestvaco

Audit Committee Pre-Approval Policy

The Audit Committee of MeadWestvaco Corporation (the “Company”) is required to pre-approve the audit and non-audit services for the Company and its consolidated subsidiaries performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Each year, the Audit Committee will review and approve anticipated Audit, Audit-related and Tax Services.

In addition, there are certain Categories of Services set forth in Appendix A under Audit, Audit-related and Tax Services that have the pre-approval of the Audit Committee. The term of any pre-approval is the Company’s fiscal year in question unless the Audit Committee specifically provides for a different period. The Audit Committee will annually review and pre-approve the Category of Services that may be provided by the independent auditor without obtaining separate pre-approval from the Audit Committee. At each regularly scheduled meeting, the Audit Committee will review an updated projection of the estimated annual fees to be paid to the independent auditor. The Audit Committee may amend the appendix to this Policy from time to time in its discretion.

The Audit Committee may delegate pre-approval authority to one or more of its members. The Audit Committee’s designee shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has determined to designate the Chairman of the Audit Committee as its designee. The Audit Committee may replace its designee or add additional designees at any time. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management; however, the Audit Committee may designate members of management to execute engagement letters for services that have been pre-approved.

The annual Audit services engagement terms and fees will be subject to the separate pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters.

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant pre-approval for other Audit services, which are those services that only the independent auditor reasonably can provide. The Audit Committee has pre-approved the Categories of Audit services listed in Appendix A. All other Audit services not listed in Appendix A must be separately pre-approved by the Audit Committee or its designee.

Audit-related services are services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are otherwise traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor, and has pre-approved the Audit-related services listed in Appendix A. All other Audit-related services not listed in Appendix A must be separately pre-approved by the Audit Committee or its designee.

The Audit Committee believes that the independent auditor can provide Tax services to the Company such as tax compliance, tax planning and tax advice without impairing the auditor’s

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independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee has pre-approved the Tax services listed in Appendix A. All Tax services not listed in Appendix A must be separately pre-approved by the Audit Committee or its designee.

All permissible non-audit services classified as Other Non-audit Services must be separately pre-approved by the Audit Committee or its designee.

A list of the SEC’s prohibited non-audit services is attached to this policy as Exhibit 1. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions. Non-prohibited services shall be deemed permitted services and may be provided to the Company with the pre-approval of the Audit Committee or its designee.

The Audit Committee will establish pre-approved fee levels for each anticipated service periodically. If the fees for any separately approved proposed service exceed the pre-approved level by 10% and $25,000, those additional fees will require separate pre-approval by the Audit Committee or its designee. All pre-approved services listed on Appendix A will not require separate pre-approval unless the fees for any individual service exceed $100,000. Fees for any pre-approved service that exceed $100,000 will require the separate approval of the Audit Committee or its designee.

With respect to each proposed pre-approved service, the independent auditor will provide detailed back-up documentation to the Audit Committee regarding the specific services to be provided.

At each regularly scheduled Audit Committee meeting, the Audit Committee shall review the following:

This policy shall be effective immediately upon approval by the Audit Committee.

-As approved June 2003, amended October 2003

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Appendix A

Audit Services –

Category of Services

Audit-Related Services –

Category of Services

Tax Services –

Category of Services

Other Non-Audit Services –

Except for Other Non-Audit Services which must always be separately pre-approved by the Audit Committee, all pre-approved services listed above will not require separate pre-approval by the Audit Committee unless the fees for any individual service exceed $100,000.

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Exhibit 1

Prohibited Non-Audit Services

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ANNEX D

MeadWestvaco Corporation

2005 Performance Incentive Plan

Article I

Purpose and General Provisions

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

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

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

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

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

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

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