Mead Corp, et al. – ‘S-3’ on 3/8/02

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered        122    431K 
                          Pursuant to a Transaction                              

Document Table of Contents

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 As filed with the Securities and Exchange Commission on March 8, 2002
                                                           Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
--------------------
MEADWESTVACO CORPORATION
(Exact name of Registrant as specified in its charter)

                                                                [Download Table]


                                                                                  
           Delaware                          2621                  31-1797999     
(State or other jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer  
incorporation or organization)    Classification Code Number)  Identification No.)

 One High Ridge Park
Stamford, CT 06905
 (203)461-7400

 (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices)

--------------------
WESTVACO CORPORATION
(Exact name of Registrant as specified in its charter)

                                                                [Download Table]

                                                                                  
           Delaware                          2621                  31-1466285     
(State or other jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer  
incorporation or organization)    Classification Code Number)  Identification No.)

 One High Ridge Park
Stamford, CT 06905
 (203)461-7400

 (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices)

--------------------
THE MEAD CORPORATION
(Exact name of Registrant as specified in its charter)

                                                                [Download Table]

                                                                                  
             Ohio                            2631                  31-0535759     
(State or other jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer  
incorporation or organization)    Classification Code Number)  Identification No.)

 Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
 (937)495-6323

 (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices)

--------------------

John W. Hetherington, Vice President and Secretary
MeadWestvaco Corporation
 One High Ridge Park
Stamford, CT 06905
 (203)461-7400
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

--------------------

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Copies to:

Wendell L. Willkie, II, Esq.
 Senior Vice President and General Counsel
MeadWestvaco Corporation
 One High Ridge Park
 Stamford, Connecticut 06905
(203) 461-7400

 Gerard M. Meistrell, Esq.
Gary A. Brooks, Esq.
 Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000

--------------------

    Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.                                                              

--------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. |_|                                                                        

     If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|                                

 If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. |_|                     

  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|                                             

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                         CALCULATION OF REGISTRATION FEE                                                                   

===========================================================================================================================
                                                          Proposed             Proposed                                    
                                      Amount               maximum             maximum                                     
                                       to be           offering price         aggregate                 Amount of          
   Title of each class of        registered (1)(2)     per unit (2)(3)  offering price (2)(3)    registration fee (2)(4)   
securities to be registered                                                                                                
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Debt Securities of                                                                                                         
MeadWestvaco Corporation (5)                                                                                               
---------------------------------------------------------------------------------------------------------------------------
Guarantees of Debt                                                                                                         
Securities (5).............                                                                                                
---------------------------------------------------------------------------------------------------------------------------
Total                             $1,000,000,000            100%            $1,000,000,000               $73,600           
===========================================================================================================================

(1)  Pursuant to Rule 429 under the Securities Act, $200,000,000 of securities  
are being carried forward from Westvaco Corporation's registration    
statement on Form S-3 (File No. 333-54424). Westvaco Corporation is a 
co-registrant on this registration statement. Westvaco Corporation    
   previously paid a fee calculated based on the rate applicable at the time
the prior registration statement was filed. The amount of the fee paid
herewith has been calculated after giving effect to the amount of     
securities being carried forward from Westvaco's prior registration   
statement.                                                            

(2)  Pursuant to General Instruction II.D. of Form S-3 the table lists each of  
     the classes of securities being registered and the aggregate proceeds to be
    raised, but does not specify by each class information as to the amount to
be registered, proposed maximum offering price per unit, and proposed 
maximum aggregate offering price.                                     

(3)  Estimated solely for purposes of determining the registration fee.         

(4)  Pursuant to Rule 457(o), the registration fee has been calculated on the   
 basis of the maximum aggregate offering price of the securities listed.
Does not include the registration fee previously paid with respect to 
    $200,000,000 of securities of Westvaco Corporation covered by registration
    Statement no. 333-54424 being carried over to this registration statement.

(5)  The debt securities of MeadWestvaco being registered hereby may be         
     guaranteed by either or both Westvaco Corporation and The Mead Corporation.
    Pursuant to Rule 457(n), no separate fee is required to be paid in respect
of guarantees of the debt securities which are being registered       
concurrently.                                                         

  The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration       
statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the registration statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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MeadWestvaco Corporation

 Debt Securities

--------------------

   By this prospectus, we may offer up to $1,000,000,000 of debt securities.
Market conditions at the time these securities are sold will determine the      
prices and terms of these securities.                                           

    Each issue of debt securities of MeadWestvaco Corporation ("MeadWestvaco")
under this prospectus may have a different aggregate principal amount, maturity 
date, public offering price, interest rate or rates, timing of interest         
payments, provisions for redemption, sinking fund requirements, and other       
variable terms. The specific terms of each offering of debt securities under    
this prospectus will be included in an accompanying prospectus supplement.      

Each issue of debt securities of MeadWestvaco may be guaranteed on an 
unsecured basis by either or both of The Mead Corporation ("Mead") and Westvaco 
Corporation ("Westvaco"), two of MeadWestvaco's wholly-owned subsidiaries. See  
"Description of the Debt Securities and the Guarantees". If an issue of debt    
securities of MeadWestvaco is being issued with the benefit of any such         
guarantees, the accompanying prospectus supplement will identify the guarantor  
or guarantors and any additional terms relating to such guarantees not set forth
herein.                                                                         

   This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement. You should read this prospectus  
and the accompanying prospectus supplement carefully before you invest.         

--------------------

 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the   
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.                                                               

--------------------

     We may sell securities under this prospectus to or through underwriters. We
may also sell these securities directly to other purchasers or through agents.  

--------------------

 The date of this prospectus is March 8, 2002.

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 TABLE OF CONTENTS

                                                                        Page

Documents Incorporated By Reference........................................2    
Where You Can Find More Information........................................3    
The Company................................................................4    
Ratio of Earnings to Fixed Charges.........................................4    
Use of Proceeds............................................................5    
Description of the Debt Securities and the Guarantees......................6    
Plan of Distribution.......................................................15   
Legal Opinions.............................................................16   
Experts....................................................................16   

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 DOCUMENTS INCORPORATED BY REFERENCE

     This prospectus incorporates documents by reference which are not presented
in or delivered with this prospectus.                                           

   All documents filed by MeadWestvaco, Mead or Westvaco pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date 
of this prospectus and prior to the termination of the offering of the          
securities, are incorporated by reference into and are deemed to be a part of   
this prospectus from the date of filing of those documents.                     

    You should rely only on the information contained in this document or that
which we have referred you to. We have not authorized anyone to provide you with
any additional information.                                                     

  The following documents, which have been filed by MeadWestvaco, with the
Securities and Exchange Commission (SEC file number 001-31215) are incorporated 
by reference into this prospectus:                                              

        Joint Proxy Statement-Prospectus included in     Dated December 20, 2001
its registration statement on Form S-4, as                      
amended (No. 333-71124)                                         

       Current Report on Form 8-K                       Filed January 30, 2002
       Current Report on Form 8-K                       Filed January 31, 2002
       Current Report on Form 8-K                       Filed February 1, 2002
       Current Report on Form 8-K                       Filed February 6, 2002
       Current Report on Form 8-K/A                     Filed February 6, 2002
    Current Report on Form 8-K/A                     Filed March 8, 2002

    The following documents, which have been filed by Mead with the Securities
and Exchange Commission (SEC file number 001-02267), are incorporated by        
reference into this prospectus:                                                 

Current Report on Form 8-K            Filed August 30, 2001     
Current Report on Form 8-K            Filed October 17, 2001    
Current Report on Form 8-K            Filed October 18, 2001    
Current Report on Form 8-K            Filed January 22, 2002    
Current Report on Form 8-K            Filed January 29, 2002    
 Quarterly Report on Form 10-Q         Quarter ended April 1, 2001
Quarterly Report on Form 10-Q         Quarter ended July 1, 2001
      Quarterly Report on Form 10-Q         Quarter ended September 30, 2001
and Amendment No. 1                                             
Proxy Statement                       Filed March 9, 2001       
Annual Report on Form 10-K and                                  
  Amendments No. 1, 2 and 3             Year ended December 31, 2000

   The following documents, which were filed by Westvaco with the Securities
and Exchange Commission (SEC file number 001-03013), are incorporated by        
reference into this prospectus:                                                 

Current Report on Form 8-K            Filed December 20, 2001   

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Current Report on Form 8-K            Filed January 29, 2002    
Proxy Statement                       Filed January 12, 2001    
Additional Proxy Materials            Filed February 13, 2001   
 Annual Report on Form 10-K            Year ended October 31, 2001

Any statement contained in a document incorporated or deemed to be    
incorporated by reference into this prospectus will be deemed to be modified or 
superseded for purposes of this prospectus to the extent that a statement       
contained in this prospectus or any other subsequently filed document that is   
deemed to be incorporated by reference into this prospectus modifies or         
supersedes the statement. Any statement so modified or superseded will not be   
deemed, except as so modified or superseded, to constitute a part of this       
prospectus.                                                                     

You may request a copy of these filings at no cost, by writing or     
telephoning us at as follows: MeadWestvaco Corporation, One High Ridge Park,    
Stamford, Connecticut 06905, telephone (203) 461-7400, Attn: Corporate          
Secretary.                                                                      

You should rely only on the information contained or incorporated by  
reference in this prospectus or any prospectus supplement. We have not          
authorized any other person to provide you with different information. We are   
not making an offer of these securities in any jurisdiction where the offer is  
not permitted. You should assume that the information appearing in this         
prospectus or any prospectus supplement, as well as information we previously   
filed with the Securities and Exchange Commission and incorporated by reference,
is accurate as of the date on the front of those documents only.                

 WHERE YOU CAN FIND MORE INFORMATION

   MeadWestvaco will file, and each of Mead and Westvaco have filed, annual,
quarterly and special reports, proxy statements and other information with the  
Securities and Exchange Commission. Such filings are available to the public    
over the Internet at the Securities and Exchange Commission's web site at       
http://www.sec.gov. You may also read and copy any such document at the         
Securities and Exchange Commission's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission
at 1-800-SEC-0330 for further information on the public reference rooms.        

This prospectus is a part of a registration statement on Form S-3 and 
exhibits filed with the Securities and Exchange Commission. This prospectus does
not contain all of the information in the registration statement. Please refer  
to the registration statement and its exhibits for further information regarding
MeadWestvaco and the offered securities.                                        

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 THE COMPANY

    MeadWestvaco is a newly formed Delaware corporation formed for the purpose
of consummating the business combination of Mead and Westvaco. The business     
combination was consummated on January 29, 2002. MeadWestvaco's business        
consists exclusively of the businesses of Mead and Westvaco. The principal      
executive offices of MeadWestvaco are located at One High Ridge Park, Stamford, 
Connecticut 06905, and its telephone number at that address is (203) 461-7400.  

  Mead was incorporated in 1930 under the laws of the state of Ohio as the
outgrowth of a paper manufacturing business founded in 1846. Mead manufactures  
and sells paper, packaging systems, pulp, paperboard, lumber and other wood     
products. Mead also manufactures and distributes consumer and office supplies   
including time management products. Mead serves customers in approximately 100  
countries with operations in North America, Latin America, Europe and Asia.     

     Westvaco, a Delaware corporation, was incorporated in 1899 as West Virginia
Pulp and Paper Company. Westvaco is a producer of packaging, paper and specialty
chemicals. Westvaco serves customers in more than 70 countries with operations  
in the North America, Latin America, Europe and Asia. Westvaco produces paper   
and paperboard to convert into a variety of packaging products. Westvaco is also
a leading global supplier of packaging for consumer products markets. Westvaco  
also manufactures a variety of specialty chemicals, sells timber from its       
forestlands, is engaged in land development and produces lumber.                

Unless otherwise indicated or the context otherwise requires, the term
"MeadWestvaco" refers to MeadWestvaco Corporation and its consolidated          
subsidiaries, including Mead and Westvaco, and the terms "Mead" and "Westvaco"  
refer to The Mead Corporation and Westvaco Corporation, respectively, in each   
case together with their consolidated subsidiaries.                             

RATIO OF EARNINGS TO FIXED CHARGES

   The ratio of earnings to fixed charges for each of MeadWestvaco, Mead and
Westvaco are set forth below for the periods indicated. For periods in which    
earnings before fixed charges were insufficient to cover fixed charges (or      
combined fixed charges and preferred dividends), the dollar amount of coverage  
deficiency (in millions), instead of the ratio, is disclosed.                   

  Westvaco had a fiscal year ending October 31, and Mead has a fiscal year
ending December 31. Therefore, the pro forma ratio of earnings to fixed charges 
for MeadWestvaco has been derived from the full year ended October 31, 2001 for 
Westvaco and the full year ended December 31, 2001 for Mead. In each case, the  
pro forma ratio of earnings to fixed charges for MeadWestvaco is presented to   
give effect to the business combination of Mead and Westvaco as if it occurred  
at November 1, 2000. MeadWestvaco believes that it is meaningful to present pro 
forma financial information based on the fiscal year-end of the combined company
to facilitate an analysis of the pro forma effects of the business combination. 

The pro forma ratios have been derived from, and should be read in    
conjunction with, the unaudited pro forma consolidated condensed financial data 
including the notes thereto, of MeadWestvaco. Those unaudited pro forma         
consolidated condensed financial data are included in MeadWestvaco's Current    
Report on Form 8-K/A dated March 8, 2002, which is incorporated herein by       
reference.                                                                      

   For the purpose of computing the consolidated ratios of earnings to fixed
charges (1) earnings have been calculated by adding income taxes and fixed      
charges (excluding capitalized interest) to net income before the extraordinary 
charge and the cumulative effect of accounting changes, and (2) fixed charges   
comprise the total of interest charges and a portion of rentals determined to be
representative of the interest factor.                                          

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MeadWestvaco(a)                                                                 

                                                   Pro Forma
                                                --------------------------------
                                                  Year ended
                                                  October 31, 2001
Ratio of earnings to fixed charges..........                   1.07x            

(a)  MeadWestvaco became the parent of Mead and Westvaco on January 29, 2002 as 
the result of the consummation of the business combination of Mead and
Westvaco. Because Westvaco is the predecessor of MeadWestvaco for     
accounting purposes, MeadWestvaco's historical ratios are the same as 
Westvaco's historical ratios, which are presented below.              

                                                        [Enlarge/Download Table]

Mead                                                                                                      
                                               Historical fiscal year ended December 31,                  
                               ---------------------------------------------------------------------------
                                   1997           1998          1999           2000             2001      
                                   ----           ----          ----           ----             ----      
                                                                                                          
Ratio of earnings                                                                                         
     to fixed charges........      3.0x           2.8x          3.3x           2.7x                       
     Deficiency in earnings                                                                               
     necessary to cover fixed                                                                             
     charges.................                                                                 $(45.9)     

                                                        [Enlarge/Download Table]

Westvaco                                                                                                 

                                               Historical fiscal year ended October 31,                  
                               --------------------------------------------------------------------------
                                   1997          1998          1999            2000            2001      
                                   ----          ----          ----            ----            ----      
                                                                                                         
Ratio of earnings                                                                                        
     to fixed charges.........     2.8x          2.4x          2.0x            2.9x            1.5x      


 USE OF PROCEEDS

 Except as otherwise set forth in the accompanying prospectus supplement
relating to an offering of the Securities, the net proceeds from the sale of the
Securities being offered will be added to MeadWestvaco's general corporate funds
and will be available for general corporate purposes, including, but not limited
to, future capital outlays, working capital and the repayment of existing debt. 

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 DESCRIPTION OF SECURITIES

   References in this "Description of Securities" section to "MeadWestvaco",
"Mead" and "Westvaco" refer, respectively, to each of them individually and not 
to any of their respective consolidated subsidiaries.                           

The Securities are to be issued under an Indenture (the "Indenture")  
between MeadWestvaco, as issuer, Westvaco, as guarantor, Mead, as guarantor     
(together with Westvaco in such capacity, the "Guarantors" and each individually
a "Guarantor") and The Bank of New York, as Trustee (the "Trustee"), a copy of  
which is filed as an exhibit to the registration statement. If the Securities of
any particular series are issued with the benefit of a guarantee (a "Guarantee")
from either or both of the Guarantors, the terms of such series and the         
accompanying prospectus supplement will so specify. The following summaries of  
certain provisions of the Indenture do not purport to be complete and are       
subject to, and are qualified in their entirety by reference to, all provisions 
of the Indenture, including the definitions therein of certain terms. Wherever  
particular Sections or defined terms of the Indenture are referred to, it is    
intended that such Sections or defined terms shall be incorporated herein by    
reference. The following sets forth certain general terms and provisions of the 
Securities to which any prospectus supplement may relate. The particular terms  
of the Securities offered by any prospectus supplement (the "Offered            
Securities") and the extent, if any, to which such general provisions may apply 
to the Securities so offered, will be described in the prospectus supplement    
relating to such Offered Securities.                                            

General                                                                         

   The Indenture does not limit the aggregate principal amount of Securities
which may be issued thereunder and provides that Securities may be issued from  
time to time in one or more series. The Securities will be unsecured obligations
of MeadWestvaco.                                                                

   Reference is made to the prospectus supplement relating to the particular
series of Securities offered thereby for the following terms of the Offered     
Securities:                                                                     

o    the title of the Offered Securities;                             

     o    any limit on the aggregate principal amount of the Offered Securities;

o    the price or prices (expressed as a percentage of the aggregate  
     principal amount thereof) at which the Offered Securities will be
issued;                                                     

o    the date or dates on which the Offered Securities will mature;   

    o    the rate or rates (which may be fixed or variable) per annum at which
the Offered Securities will bear interest, if any;          

   o    the date from which such interest, if any, on the Offered Securities
  will accrue, the dates on which such interest, if any, will be
     payable, the date on which payment of such interest, if any, will
          commence and the Regular Record Dates for such Interest Payment Dates,
if any;                                                     

  o    the ranking of the Offered Securities relative to any and all other
securities of MeadWestvaco theretofore issued;              

o    the Guarantees, if any, issued for the benefit of Holders of the 
Offered Securities;                                         

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o    the dates, if any, on which and the price or prices at which the 
   Offered Securities will, pursuant to any mandatory sinking fund
       provisions, or may, pursuant to any optional sinking fund or to any
       purchase fund provisions, be redeemed or purchased by MeadWestvaco,
      and the other detailed terms and provisions of such sinking and/or
purchase funds;                                             

 o    the date, if any, after which and the price or prices at which the
Offered Securities may, pursuant to any optional redemption 
          provisions, be redeemed at the option of MeadWestvaco or of the Holder
        thereof and the other detailed terms and provisions of such optional
redemption; and                                             

     o    any other terms of the series (which will not be inconsistent with the
provisions of the Indenture).                               

    Unless otherwise indicated in the related prospectus supplement, principal
of and premium, if any, and interest, if any, on the Securities will be payable,
and the transfer of the Securities will be registrable, at the office of the    
Trustee in the Borough of Manhattan, The City of New York, except that, at the  
option of MeadWestvaco, interest may be paid by mailing a check to the address  
of the person entitled thereto as it appears on the Security Register. (Sections
301, 305, 1002)                                                                 

Unless otherwise indicated in the related prospectus supplement, the  
Securities will be issued only in fully registered form without coupons and in  
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any transfer or exchange of the Securities, but MeadWestvaco may    
require payment of a sum sufficient to cover any tax or other governmental      
charge payable in connection therewith. (Sections 302, 305)                     

   Securities may be issued as Original Issue Discount Securities to be sold
at a substantial discount below their principal amount. Special federal income  
tax and other considerations applicable thereto will be described in the        
prospectus supplement relating thereto.                                         

The Indenture does not contain any covenants or other provisions which
would afford Holders of Securities protection in the event of a highly leveraged
transaction involving MeadWestvaco.                                             

Guarantees                                                                      

   Securities of a series may be issued with the benefit of a Guarantee from
one or more Guarantors pursuant to the terms of the Indenture and such series of
Securities. The Guarantor or Guarantors, as the case may be, will fully and     
unconditionally guarantee to each Holder of Securities of the specified series  
and to the Trustee and its successors and assigns, (1) the full and punctual    
payment of all monetary obligations of MeadWestvaco under the Indenture         
(including obligations to the Trustee) with respect to such Securities of the   
applicable series and (2) the full and punctual performance within applicable   
grace periods of all other obligations of MeadWestvaco under the Indenture with 
respect to such Securities of the applicable series. Such Guarantees will       
constitute guarantees of payment, performance and compliance and not merely of  
collection. The obligations of each Guarantor will be unconditional irrespective
of the absence or existence of any action to enforce the same, the recovery of  
any judgment against MeadWestvaco or each other or any waiver or amendment of   
the provisions of the Indenture or specified Securities to the extent that any  
such action or similar action would otherwise constitute a legal or equitable   
discharge or defense of a Guarantor (except that each such waiver or amendment  
shall be effective in accordance with its terms). The obligations of each       
Guarantor to make any payments may be satisfied by causing MeadWestvaco or the  
other Guarantor, if any, to make such payments. If any Holder of any Security of
the applicable series or the Trustee is required by a court or otherwise to     
return to MeadWestvaco, a Guarantor or any custodian, trustee, liquidator or    
other similar official acting in relation to any of them, any amount paid by any
of them to the Trustee or such Holder, the Guarantee of a Guarantor, to the     
extent theretofore discharged, shall be reinstated in full force and effect.    
Further, each Guarantor agrees to pay any and all costs and expenses            

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(including reasonable attorneys' fees) incurred by the Trustee or any Holder of 
Securities of the applicable series in enforcing any of their respective rights 
under the respective Guarantee. Each Guarantee is limited to the maximum amount 
that can be guaranteed by the respective Guarantor, without rendering the       
relevant Guarantee voidable under applicable law relating to fraudulent         
conveyance or fraudulent transfer or similar laws affecting the rights of       
creditors generally.                                                            

 Each Guarantee (taken individually) shall be automatically released and
shall terminate upon (a) the merger of the respective Guarantor with or into    
MeadWestvaco or the other Guarantor, if any, (b) the consolidation of the       
respective Guarantor with MeadWestvaco or the other Guarantor, if any, (c) the  
transfer of all or substantially all of the assets of the respective Guarantor  
to MeadWestvaco or the other Guarantor, if any, or (d) the termination of such  
Guarantor's guarantee of the MeadWestvaco's obligations under each of the Bank  
Credit Facilities. "Bank Credit Facilities" means (i) the Five-Year Credit      
Agreement, dated as of December 21, 2001, among MeadWestvaco and the lenders and
agents listed therein, with The Bank of New York, as administrative agent and   
Bank One, NA, as syndication agent, as amended, supplemented or otherwise       
modified, (ii) the 364-Day Credit Agreement, dated as of December 21, 2001,     
among MeadWestvaco and the lenders and agents listed therein, with The Bank of  
New York, as administrative agent and Bank One, NA, as syndication agent, as    
amended, supplemented or otherwise modified, and (iii) any amendments, renewals,
refundings, refinancings, extensions, modifications or replacements with respect
to any of the foregoing.                                                        

Each of Mead and Westvaco, prior to consummation of the business      
combination, has issued several series of debt securities and commercial paper  
that remain outstanding as of the date of this prospectus. In connection with   
the business combination (1) each of MeadWestvaco and Mead has guaranteed       
Westvaco's obligations under its outstanding series of debt securities and      
commercial paper, and (2) each of MeadWestvaco and Westvaco has guaranteed      
Mead's obligations under its outstanding series of debt securities and          
commercial paper.                                                               

Each of Mead and Westvaco, prior to consummation of the business      
combination, has entered into obligations with respect to several series of tax 
exempt debt in conjunction with several municipalities. In connection with the  
business combination (1) each of MeadWestvaco and Mead has guaranteed Westvaco's
obligations with respect to the various series of tax exempt debt issued for its
benefit, and (2) each of MeadWestvaco and Westvaco has guaranteed Mead's        
obligations with respect to certain of its outstanding series of tax exempt debt
issued for its benefit. MeadWestvaco anticipates that Mead's obligations with   
respect to any series of tax exempt debt issued for Mead's benefit that have not
been guaranteed by MeadWestvaco and Westvaco will become so guaranteed in the   
future.                                                                         

Each of Mead and Westvaco may, in the future, guarantee obligations of
MeadWestvaco, including, but not limited to, obligations with respect to series 
of Securities, credit facilities, tax exempt debt and commercial paper. As of   
the date of this prospectus, each of Mead and Westvaco has guaranteed           
MeadWestvaco's obligations under its Bank Credit Facilities described in clauses
(i) and (ii) of the definition thereof and its commercial paper program.        

Restrictive Covenants                                                           

     Certain capitalized terms used in this "Restrictive Covenants" section have
the meanings provided in the last paragraph hereof.                             

 Limitations on Liens. The Indenture provides that so long as any of the
Securities are outstanding MeadWestvaco will not, and will not permit any       
Domestic Subsidiary to, issue, assume or guarantee any debt for money borrowed  
(herein referred to as "Debt") if such Debt is secured by any mortgage, security
interest, pledge or other lien (herein referred to as a "mortgage") upon any    
Principal Property of MeadWestvaco or any Domestic Subsidiary or indebtedness of
any Domestic Subsidiary, whether owned at the date of the Indenture or          
thereafter                                                                      

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acquired, without effectively securing the Securities equally and ratably with  
such Debt. The foregoing restriction does not apply to:                         

         (1) mortgages on any property acquired, constructed or improved after
 the date of the Indenture which are created or assumed within 24 months
   after such acquisition, construction or improvement (or within six months
     thereafter pursuant to a firm commitment for financing arrangements entered
   into within such 24 month period) to secure or provide for the payment of
the purchase price or cost thereof incurred after the date of the     
Indenture, or existing mortgages on property acquired, provided such  
     mortgages shall not apply to any property theretofore owned by MeadWestvaco
   or a Domestic Subsidiary other than theretofore unimproved real property;

      (2) mortgages existing on any property acquired from a corporation
merged with or into MeadWestvaco or a Domestic Subsidiary;            

        (3) mortgages on property of any corporation existing at the time it
becomes a Domestic Subsidiary;                                        

(4) mortgages securing Debt owed by a Domestic Subsidiary to
MeadWestvaco or to another Domestic Subsidiary;                       

      (5) mortgages in favor of governmental bodies to secure advance or
other payments pursuant to any contract or statute or to secure       
     indebtedness incurred to finance the purchase price or cost of constructing
or improving the property subject to such mortgages;                  

        (6) mortgages on timberlands in connection with an arrangement under
    which MeadWestvaco or a Domestic Subsidiary is obligated to cut or pay for
 timber in order to provide the secured party with a specified amount of
money, however determined; or                                         

        (7) mortgages securing tax exempt debt of MeadWestvaco or a Domestic
Subsidiary;                                                           

          (8) mortgages for extending, renewing or replacing Debt secured by any
  mortgage referred to in the foregoing clauses (1) to (7) inclusive or in
this clause or any mortgage existing on the date of the Indenture,    
    provided, however, that the principal amount of Debt secured thereby shall
not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to all or a part of the property which secured
  the mortgage so extended, renewed or replaced (plus improvements on such
property).                                                            

Such restriction does not apply to the issuance, assumption or guarantee by     
MeadWestvaco or any Domestic Subsidiary of Debt secured by a mortgage which     
would otherwise be subject to the foregoing restriction up to an aggregate      
amount which, together with all other secured Debt (not including secured Debt  
permitted under the foregoing exceptions) and the Value (as defined) of Sale and
Lease-back Transactions existing at such time (other than Sale and Lease-back   
Transactions the proceeds of which have been applied to the retirement of       
Securities or of Funded Debt or to the purchase of other Principal Property, and
other than Sale and Lease-back Transactions in which the property involved would
have been permitted to be mortgaged under clause (1) above), does not exceed 15%
of Consolidated Net Tangible Assets. (Section 1005)                             

Limitation on Sale and Lease-back Transactions. Sale and Lease-back   
Transactions by MeadWestvaco or any Domestic Subsidiary of any Principal        
Property are prohibited (except for temporary leases for a term, including      
renewals, of not more than three years and except for leases between            
MeadWestvaco and a Domestic                                                     

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Subsidiary or between Domestic Subsidiaries) unless the net proceeds of such    
sale are at least equal to the fair value of such Principal Property and:       

  o    MeadWestvaco or such Domestic Subsidiary would be entitled to incur
   Debt secured by a mortgage on the property to be leased without
        securing the Securities pursuant to clause (1) under "Limitations on
Liens" or                                                   

     o    the Value thereof would be an amount permitted under the last sentence
under "Limitations on Liens" or                             

     o    MeadWestvaco or any of its subsidiaries applies an amount equal to the
fair value of such Principal Property                       

       (a) to the retirement of Funded Debt of MeadWestvaco or a
Domestic Subsidiary or                                      

        (b) to the purchase of Principal Property (other than that
     involved in such Sale and Lease-back Transaction). (Section 1006)

For the purposes of the covenants described above,                              

"Consolidated Net Tangible Assets" means the total of all the assets  
appearing on the consolidated balance sheet of MeadWestvaco and its subsidiaries
less the following: (1) current liabilities, including liabilities for          
indebtedness maturing more than 12 months from the date of the original creation
thereof but maturing within 12 months from the date of determination; (2)       
reserves for depreciation and other asset valuation reserves; (3) intangible    
assets such as goodwill, trademarks, trade names, patents, and unamortized debt 
discount and expense carried as an asset on said balance sheet; and (4)         
appropriate adjustments on account of minority interests of other persons       
holding stock in any subsidiary of MeadWestvaco. Consolidated Net Tangible      
Assets shall be determined in accordance with generally accepted accounting     
principles and practices applicable to the type of business in which            
MeadWestvaco and its subsidiaries are engaged and which are approved by the     
independent accountants regularly retained by MeadWestvaco, and may be          
determined as of a date not more than sixty days prior to the happening of the  
event for which such determination is being made.                               

     "Domestic Subsidiary" means any Subsidiary which owns a Principal Property.

     "Funded Debt" means any Debt which by its terms matures at or is extendable
or renewable at the sole option of the obligor without requiring the consent of 
the obligee to a date more than twelve months after the date of the creation of 
such Debt.                                                                      

     "Principal Property" means any mill, converting plant, manufacturing plant,
manufacturing facility, including, in each case, the equipment therein, or      
timberlands, located within the continental United States of America (other than
any of the foregoing acquired principally for the control or abatement of       
atmospheric pollutants or contaminants or water, noise, odor or other pollution,
or any facility financed from the proceeds of pollution control or revenue      
bonds), whether owned at the date of the Indenture or thereafter acquired,      
having a gross book value (without deductions of any applicable depreciation    
reserves) on the date as of which the determination is being made of more than  
5% of Consolidated Net Tangible Assets, but shall not include any minerals or   
mineral rights, or any timberlands designated by the Board of Directors of      
MeadWestvaco or of a Domestic Subsidiary, as the case may be, as being held     
primarily for development and/or sale.                                          

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 "Sale and Lease-back Transaction" means any arrangement with any person
providing for the leasing to MeadWestvaco or any Domestic Subsidiary of any     
Principal Property (except for temporary leases for a term, including any       
renewal thereof, of not more than three years and except for leases between     
MeadWestvaco and a Domestic Subsidiary or between Domestic Subsidiaries), which 
Principal Property has been or is to be sold or transferred by MeadWestvaco or  
such Domestic Subsidiary to such person.                                        

    "Value" means with respect to a Sale and Lease-back Transaction, as of any
particular time, the amount equal to the greater of (1) the net proceeds from   
the sale or transfer of the property leased pursuant to such Sale and Lease-back
Transaction or (2) the fair value in the opinion of the Board of Directors of   
MeadWestvaco of such property at the time of entering into such Sale and        
Lease-back Transaction, in either case divided first by the number of full years
of the terms of the lease and then multiplied by the number of full years of    
such term remaining at the time of determination, without regard to any renewal 
or extension options contained in the lease.                                    

Events of Default                                                               

 The following are Events of Default under the Indenture with respect to
Securities of any series:                                                       

 o    failure to pay principal of or any premium on any Security of that
series when due;                                            

   o    failure to pay any interest on any Security of that series when due,
continued for 30 days;                                      

   o    failure to deposit any sinking fund payment, when due, in respect of
any Security of that series;                                

     o    failure to perform any other covenant of MeadWestvaco in the Indenture
   (other than a covenant included in the Indenture solely for the
        benefit of a series of Securities other than that series), continued
  for 60 days after written notice as provided in the Indenture;

o    certain events in bankruptcy, insolvency or reorganization with  
respect to MeadWestvaco and                                 

     o    any other Event of Default provided with respect to Securities of that
series. (Section 501)                                       

     MeadWestvaco expects that the terms of any series of Securities issued with
the benefit of one or more Guarantees will provide that it shall be an          
additional Events of Default with respect to such series of Securities if either
(i) any such Guarantee ceases to be in full force and effect (other than in     
accordance with its terms) or is declared null and void or unenforceable or     
found to be invalid or unenforceable or found to be invalid or any applicable   
Guarantor denies its liability under such Guarantee (other than by reason of the
release of such Guarantor from such Guarantee in accordance with its terms), or 
(ii) certain events of bankruptcy, insolvency or reorganization occur with      
respect to any applicable Guarantor. If any such additional Events of Default   
are applicable with respect to a series of Securities, the accompanying         
prospectus supplement will specify such additional Events of Default and shall, 
to the extent inconsistent with the foregoing, supersede the expectation of     
MeadWestvaco set forth above.                                                   

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, either the Trustee or the Holders of at   
least 25% in aggregate principal amount of the Outstanding Securities of that   
series may declare the principal amount (or, if the Securities of that series   
are Original Issue Discount Securities, such portion of the principal amount as 
may be specified in the terms of that series) of all the Securities of that     
series to be due and payable immediately. At any time after a declaration of    
acceleration with respect to Securities of any series has been made, but before 
a judgment or decree based on acceleration has been obtained, the Holders of a  
majority in aggregate principal amount of Outstanding Securities of that series 
may, under certain circumstances, rescind and annul such acceleration. (Section 
502)                                                                            

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The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no 
obligation to exercise any of its rights or powers under the Indenture at the   
request or direction of any of the Holders, unless such Holders shall have      
offered to the Trustee reasonable indemnity. (Section 603) Subject to such      
provisions for the indemnification of the Trustee, the Holders of a majority in 
aggregate principal amount of the Outstanding Securities of any series will have
the right to direct the time, method and place of conducting any proceeding for 
any remedy available to the Trustee, or exercising any trust or power conferred 
on the Trustee, with respect to the Securities of that series. (Section 512)    

  No Holder of any Security of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,      
unless such Holder shall have previously given to the Trustee written notice of 
a continuing Event of Default with respect to Securities of that series and also
unless the Holders of not less than 25% in aggregate principal amount of the    
Outstanding Securities of that series shall have made written request, and      
offered reasonable indemnity, to the Trustee to institute such proceeding as    
trustee, and the Trustee shall not have received from the Holders of a majority 
in principal amount of the Outstanding Securities of that series a direction    
inconsistent with such request and shall have failed to institute such          
proceeding within 60 days. (Section 507) However, the Holder of any Security    
will have an absolute right to receive payment of the principal of (and premium,
if any) and interest on such Security on or after the due dates expressed in    
such Security and to institute suit for the enforcement of any such payment.    
(Section 508)                                                                   

    MeadWestvaco is required to furnish to the Trustee annually a statement as
to performance by MeadWestvaco of certain of its obligations under the Indenture
and as to any default in such performance. (Section 1007)                       

Modification and Waiver                                                         

   Modifications and amendments of the Indenture may be made by MeadWestvaco
and the Trustee with the consent of the Holders of a majority in aggregate      
principal amount of all Outstanding Securities, taken together as a single      
class, affected by such modification or amendment. However, no such modification
or amendment may, without the consent of the Holder of each Outstanding Security
affected thereby:                                                               

o    change the stated maturity date of the principal of, or any      
installment of principal or interest on, any Security;      

 o    reduce the principal amount of, or any premium or interest on, any
Security;                                                   

    o    reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the maturity thereof;          

o    change the place or currency of payment of principal of, or any  
premium or interest on, any Security;                       

    o    impair the right to institute suit for the enforcement of any payment
on or with respect to any Security; or                      

  o    reduce the percentage in principal amount of Outstanding Securities
          the consent of whose Holders is required for modification or amendment
        of the Indenture or for waiver of compliance with certain provisions
     of the Indenture or for waiver of certain defaults. (Section 902)

    The Holders of a majority in aggregate principal amount of the Outstanding
Securities, taken together as a single class, may, on behalf of all Holders of  
Securities, waive, insofar as that series is concerned, compliance              

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by MeadWestvaco with certain restrictive provisions of the Indenture. (Section  
1008) The Holders of a majority in aggregate principal amount of the Outstanding
Securities, taken together as a single class, may, on behalf of all Holders of  
Securities, waive any past default under the Indenture with respect to all      
Outstanding Securities of that series, except a default in the payment of       
principal or any premium or interest or in respect of a provision which under   
the Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security. (Section 513)                                        

     With respect to any Guarantor the provisions of the Indenture governing the
Guarantees may be modified or amended with the consent of the Holders of a      
majority in aggregate principal amount of all Outstanding Securities entitled to
the benefits of a Guarantee from such Guarantor, voting together as a single    
class. However, any Guarantee, once issued, may not be released (other than in  
accordance with the provisions set forth under "--Guarantees") without the      
consent of each Holder of Outstanding Securities affected thereby without first 
obtaining the consent of each such Holder.                                      

Consolidation, Merger and Sale of Assets                                        

    MeadWestvaco may consolidate or merge with or into, or transfer its assets
substantially as an entirety to, any corporation organized under the laws of any
domestic jurisdiction, provided that the successor corporation assumes          
MeadWestvaco's obligations on the Securities and under the Indenture, that after
giving effect to the transaction no Event of Default, and no event which, after 
notice or lapse of time, would become an Event of Default, shall have occurred  
and be continuing, and that certain other conditions are met. (Section 801)     

Legal Defeasance and Covenant Defeasance                                        

     We may, at our option and at any time, elect to have all of our obligations
discharged with respect to the Outstanding Securities of any series and all     
obligations of any Guarantors discharged with respect to their Guarantees       
("Legal Defeasance") except for:                                                

  (1) the rights of Holders of Outstanding Securities to receive
     payments in respect of the principal of, or interest or premium, if any, on
such Securities when such payments are due from the trust referred to 
below;                                                                

         (2) our obligations with respect to the Securities concerning issuing
 temporary Securities, registration of Securities, mutilated, destroyed,
  lost or stolen Securities and the maintenance of an office or agency for
payment and money for security payments held in trust;                

         (3) the rights, powers, trusts, duties and immunities of the trustee,
and our obligations in connection therewith; and                      

(4) the Legal Defeasance provisions of the indenture.       

   In addition, we may, at our option and at any time, elect to have our and
our Subsidiaries' obligations released with respect to certain covenants that   
are described in the indenture ("Covenant Defeasance") and thereafter any       
omission to comply with those covenants will not constitute a Default or Event  
of Default with respect to the Securities of the applicable series. In the event
Covenant Defeasance occurs, certain events (not including non-payment,          
bankruptcy, receivership, rehabilitation and insolvency events) described under 
"--Events of Default will no longer constitute an Event of Default with respect 
to the Securities of the applicable series.                                     

In order to exercise either Legal Defeasance or Covenant Defeasance:  

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       (1) we must irrevocably deposit with the trustee, in trust, for the
    benefit of the Holders of the Securities of the applicable series, cash in
    U.S. dollars, non-callable Government Securities, or a combination of cash
    in U.S. dollars and non-callable Government Securities, in amounts as will
be sufficient, in the opinion of a nationally recognized firm of      
  independent public accountants, to pay the principal of, or interest and
    premium, if any, on the outstanding Securities of the applicable series on
   the stated maturity or on the applicable redemption date, as the case may
     be, and we must specify whether the Securities of the applicable series are
being defeased to maturity or to a particular redemption date;        

         (2) in the case of Legal Defeasance, we have delivered to the trustee
an opinion of counsel (with customary assumptions and exceptions)     
   reasonably acceptable to the trustee confirming that (a) we have received
     from, or there has been published by, the Internal Revenue Service a ruling
or (b) since the date of the supplemental indenture, there has been a 
change in the applicable federal income tax law, in either case to the
   effect that, and based thereon such opinion of counsel will confirm that,
     the Holders of the outstanding Securities of the applicable series will not
    recognize income, gain or loss for federal income tax purposes as a result
   of such Legal Defeasance and will be subject to federal income tax on the
   same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred; provided that this
  clause (2) shall not apply in the case of any Legal Defeasance occurring
    within one year of the Stated Maturity of the Securities of the applicable
   series or after such time as all outstanding Securities of the applicable
series have been called for redemption.                               

    (3) in the case of Covenant Defeasance, we have delivered to the
   trustee an opinion of counsel (with customary assumptions and exceptions)
 reasonably acceptable to the trustee confirming that the Holders of the
    outstanding Securities of the applicable series will not recognize income,
   gain or loss for federal income tax purposes as a result of such Covenant
   Defeasance and will be subject to federal income tax on the same amounts,
 in the same manner and at the same times as would have been the case if
  such Covenant Defeasance had not occurred; provided that this clause (3)
     shall not apply in the case of any Covenant Defeasance occurring within one
   year of the Stated Maturity of the Securities of the applicable series or
 after such times as all outstanding Securities of the applicable series
have been called for redemption.                                      

        (4) no Default or Event of Default has occurred and is continuing on
 the date of such deposit (other than a Default or Event of Default with
respect to the applicable series of Securities only resulting from the
procurement of funds to be applied to such deposit) and any related   
incurrence of a mortgage or mortgages;                                

         (5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material    
   agreement or instrument to which we or any of our Restricted Subsidiaries
   is a party or by which we or any of our Restricted Subsidiaries is bound;

       (6) we must deliver to the trustee an officers' certificate stating
that the deposit was not made by us with the intent of preferring the 
Holders of Securities of the applicable series over the other of our  
   creditors with the intent of defeating, hindering, delaying or defrauding
our creditors or others; and                                          

      (7) we must deliver to the trustee an officers' certificate and an
    opinion of counsel, each stating that all conditions precedent relating to
  the Legal Defeasance or the Covenant Defeasance have been complied with.

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Concerning the Trustee                                                          

MeadWestvaco maintains banking relationships with the Trustee in the  
ordinary course of its business. Borrowings totalling $1,000,000,000 are        
available to MeadWestvaco under its Credit Agreement with a group of banks that 
includes the Trustee and certain of its affiliates. There are no borrowings     
currently outstanding under this Credit Agreement.                              

PLAN OF DISTRIBUTION

   MeadWestvaco may sell Securities to or through underwriters, and also may
sell Securities directly to other purchasers or through agents.                 

     The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time 
to time), at market prices prevailing at the time of sale, at prices related to 
such prevailing market prices or at negotiated prices. Each prospectus          
supplement will describe the method of distribution of the Securities offered   
thereby.                                                                        

 In connection with the sale of the Securities, underwriters may receive
compensation from MeadWestvaco or from purchasers of Securities for whom they   
may act as agents, in the form of discounts, concessions or commissions. The    
underwriters, dealers and agents that participate in the distribution of        
Securities may be deemed to be underwriters under the Securities Act of 1933 and
any discounts or commissions received by them and any profit on the resale of   
Securities by them may be deemed to be underwriting discounts and commissions   
under such Act. Any such underwriter will be identified and any such            
compensation will be described in the prospectus supplement.                    

   If so indicated in the prospectus supplement, MeadWestvaco will authorize
the underwriters to solicit offers by certain institutions to purchase          
Securities from MeadWestvaco at the public offering price set forth in the      
prospectus supplement pursuant to Delayed Delivery Contracts providing for      
payment and delivery on the date stated in the prospectus supplement. Each such 
contract will be for an amount not less than, and unless MeadWestvaco otherwise 
agrees, the aggregate principal amount of Securities sold pursuant to such      
contracts shall not be more than, the respective amounts stated in the          
prospectus supplement. Institutions with whom such contracts, when authorized,  
may be made include commercial and savings banks, insurance companies, pension  
funds, investment companies, educational and charitable institutions, and other 
institutions, but shall in all cases be subject to the approval of MeadWestvaco.
Delayed Delivery Contracts will not be subject to any conditions except that the
purchase by an institution of the Securities covered thereby shall not at the   
time of delivery be prohibited under the laws of any jurisdiction in the United 
States to which such institution is subject.                                    

The Underwriting Agreement to be entered into with respect to any     
Securities sold through underwriters will provide that the obligations of the   
underwriter or underwriters will be subject to certain conditions precedent and 
that the underwriters will be obligated to purchase all of the Securities       
covered by the applicable prospectus supplement if any are purchased.           
MeadWestvaco and the Guarantors, if any, will also agree to indemnify the       
several underwriters against certain civil liabilities, including liabilities   
under the Securities Act of 1933.                                               

    In connection with any offering, the underwriters may over-allot or effect
transactions which stabilize or maintain the market price of the securities at a
level above that which might otherwise prevail in the open market. Such         
stabilizing if commenced, may be discontinued at any time.                      

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LEGAL OPINIONS

The legality of the Securities offered hereby will be passed upon for 
MeadWestvaco and, if applicable, Mead and Westvaco, as Guarantors, by Wendell L.
Willkie, II, Esq., Senior Vice President and General Counsel of MeadWestvaco and
for the Underwriters by Cahill Gordon & Reindel, New York, New York. Mr. Willkie
is the beneficial owner of shares of MeadWestvaco's common stock held in trust  
under MeadWestvaco's Savings and Investment Plan. He is also the recipient of   
stock options granted by MeadWestvaco. Cahill Gordon & Reindel has in the past  
performed certain legal services for Westvaco, and continues to perform certain 
legal services for MeadWestvaco.                                                

 EXPERTS

MeadWestvaco                                                                    

The consolidated balance sheet of MeadWestvaco (f/k/a MW Holding      
Corporation) incorporated in this prospectus by reference to MeadWestvaco's     
Joint Proxy Statement--Prospectus included in its Registration Statement on Form
S-4 (No. 333-71124) have been audited by Deloitte & Touche LLP, independent     
auditors, as stated in their report which is incorporated herein by reference,  
and have been so incorporated in reliance upon the report of such firm, given   
upon their authority as experts in auditing and accounting.                     

Mead                                                                            

    The consolidated financial statements of The Mead Corporation for the year
ended December 31, 2001, incorporated in this prospectus by reference to        
MeadWestvaco's Form 8-K/A dated March 8, 2002 have been audited by Deloitte &   
Touche LLP, independent auditors, as stated in their report (which expresses an 
unqualified opinion and includes an explanatory paragraph relating to the       
company's change in its method of accounting for derivative instruments         
effective January 1, 2001 and the company's change in its method of revenue     
recognition for provisions included in certain sales agreements effective       
January 1, 2000) which is incorporated herein by reference, and have been so    
incorporated in reliance upon the report of such firm, given upon their         
authority as experts in auditing and accounting.                                

Westvaco                                                                        

    The consolidated financial statements of Westvaco Corporation incorporated
in this prospectus by reference to Westvaco's Annual Report on Form 10-K for the
year ended October 31, 2001 have been so incorporated in reliance on the report 
of PricewaterhouseCoopers LLP, independent accountants, given on the authority  
of said firm as experts in auditing and accounting.                             

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 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.*                        

Securities and Exchange Commission registration fee.....  $     73,600
Printing and engraving..................................  $    120,000
Trustee's fee and expenses..............................  $     16,000
   Legal fees...........................................  $    100,000
Accounting services.....................................  $    300,000
Rating agency fees......................................  $    640,000
Miscellaneous...........................................  $     12,000
                                                          ------------
     Total..............................................  $  1,261,600
                                                          ============
----------                                                                      
* All amounts shown are estimates, other than the registration fee.   

Item 15.   Indemnification of Directors and Officers.                           

  MeadWestvaco Corporation and Westvaco Corporation are incorporated under
the laws of the State of Delaware. The General Corporation Law of the State of  
Delaware, Section 145, as amended, permits a registrant to indemnify any person 
"who was or is a party or is threatened to be made a party" to any proceeding by
his relationship to such registrant "if he acted in good faith and in a manner  
he reasonably believed to be in or not opposed to the best interests" of such   
registrant. Expenses may be paid in advance and insurance may be carried by such
registrant.                                                                     

Section 2.13 of MeadWestvaco's Bylaws provides as follows:            

Each director, officer and employee, past or present, of the
   Corporation, and each person who serves or may have served at the request
of the Corporation as a director, officer or employee of another      
     corporation and their respective heirs, administrators and executors, shall
  be indemnified by the Corporation in accordance with, and to the fullest
  extent provided by, the provisions of the General Corporation Law of the
     State of Delaware as it may from time to time be amended. Each agent of the
     Corporation and each person who serves or may have served at the request of
  the Corporation as an agent of another corporation, or as an employee or
    agent of any partnership, joint venture, trust or other enterprise may, in
     the discretion of the Board of Directors, be indemnified by the Corporation
   to the same extent as provided herein with respect to directors, officers
and employees of the Corporation.                                     

MeadWestvaco has purchased an insurance policy insuring officers and  
directors of the registrants against certain liabilities, including liabilities 
under the Securities Act of 1933, and insuring the registrants against any      
payment which they are obligated to make to such persons under the              
indemnification provisions of its Bylaws.                                       

Article II, Section 14 of Westvaco's Bylaws provides as follows:      

Each director, officer and employee, past or present, of the
   Corporation, and each person who serves or may have served at the request
of the Corporation as a director, officer or employee of another      
     corporation and their respective heirs, administrators and executors, shall
  be indemnified by the Corporation in accordance with, and to the fullest
  extent provided by, the provisions of the General Corporation Law of the
     State of Delaware as it may from time to time be amended. Each agent of the
     Corporation and each person who serves or may have served at the request of
the Corporation as an agent of an-                                    

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 other corporation, or as an employee or agent of any partnership, joint
   venture, trust or other enterprise may, in the discretion of the Board of
     Directors, be indemnified by the Corporation to the same extent as provided
herein with respect to directors, officers and employees of the       
Corporation.                                                          

Mead is a corporation organized under the laws of Ohio. Section 2 of  
Article V of the Regulations of Mead provides for the indemnification by Mead of
its officers, directors, employees and others against certain liabilities and   
expenses. Such provision provides different treatment for (i) cases other than  
those involving actions or suits by or in the right of Mead and (ii) cases      
involving actions or suits by or in the right of Mead. In the first category,   
Mead indemnifies each director, officer, employee and agent of Mead and each    
person who services another organization at the request of Mead, against        
expenses, including attorneys' fees, judgments, decrees, fines, penalties and   
amounts paid in settlement actually and reasonably incurred by such person in   
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact 
that such person is or was in such position or so serving, if such person acted 
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of Mead, and with respect to any matter the subject of a criminal
action, suit or proceeding, if such person had no reasonable cause to believe   
that such person's conduct was unlawful. In the second category, Mead           
indemnifies each director, officer, employee and agent of Mead and each person  
who serves another organization at the request of Mead, against expenses,       
including attorneys' fees, actually and reasonably incurred by such person in   
connection with the defense or settlement of any threatened, pending or         
completed action or suit by or in the right of Mead to procure a judgment in its
favor, by reason of the fact that such person is or was in such position or so  
serving, if such person acted in good faith and in a manner such person         
reasonably believed to be in or not opposed to the best interests of Mead,      
except that no indemnification shall be made in respect of any matter as to     
which such person has been adjudged to be liable for negligence or misconduct in
the performance of such person's duty to Mead unless and only to the extent that
a court of common pleas, or the court in which such action or suit was brought, 
determines that, despite the adjudication of liability, but in view of all the  
circumstances of the case, such person is fairly and reasonably entitled to     
indemnity for such expenses. Any such indemnification, unless ordered by a      
court, may be made by Mead only as authorized in the specific case upon a       
determination that indemnification of such person is proper in the circumstances
because such person has met the applicable standard of conduct. Such            
determination must be made (a) by a majority vote of a quorum consisting of     
directors of Mead who were not and are not parties to or threatened with any    
such action, suit or proceeding, or (b) if such a quorum is not obtainable or if
a majority vote of a quorum of disinterested directors so directs, in a written 
opinion by independent legal counsel other than an attorney, or a firm having   
associated with it an attorney, who has been retained by or who has performed   
services for Mead or the person to be indemnified in the last five years, or (c)
by the shareholders, or (d) by the Court of Common Pleas or the court in which  
such action, suit or proceeding was brought. Any determination made by the      
disinterested directors or by independent legal counsel must be promptly        
communicated to the person who threatened or brought an action or suit by or in 
the right of Mead and such person may, within ten days, petition an appropriate 
court to review the reasonableness of such determination.                       

  To the extent that a person covered by the indemnification provisions of
the Regulations has been successful on the merits or otherwise in defense of any
action referred to above, indemnification of such person against expenses is    
mandatory.                                                                      

The Regulations also provide that expenses, including attorneys' fees,
amounts paid in settlement, and (except in the case of any action by or in the  
right of Mead) judgments, decrees, fines and penalties incurred in connection   
with any potential, threatened, pending or completed action or suit by any      
person by reason of the fact that he is or was a director, officer, employee or 
agent of Mead or is or was serving another organization at the request of Mead  
may be paid or reimbursed by Mead, as authorized by the Board of Directors upon 
a determination that such payment or reimbursement is in the best interests of  
Mead.                                                                           

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The Regulations also provide that, with certain limited exceptions, a 
director will be liable in damages for any action he takes or fails to take as a
director only if it is proved by clear and convincing evidence that such action 
or failure to act involved an act or omission undertaken with deliberate intent 
to cause injury to Mead or undertaken with reckless disregard for the best      
interests of Mead. The Regulations also provide that, with certain limited      
exceptions, expenses incurred by a director in defending an action must be paid 
by Mead as they are incurred in advance of the final disposition, if the        
director agrees (i) to repay such advances if it is proved by clear and         
convincing evidence that his action or failure to act involved an act or        
omission undertaken with deliberate intent to cause injury to Mead or undertaken
with reckless disregard for Mead's best interests and (ii) to reasonably        
cooperate with Mead concerning the action.                                      

 Reference is made to the Underwriting Agreement filed as Exhibit (1) to
this Registration Statement.                                                    

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Item 16.   Exhibits.                                                            

(1)  Form of Underwriting Agreement relating to the Debt Securities (to be filed
by amendment).                                                        

(4)(a) Form of Indenture among MeadWestvaco Corporation, Westvaco Corporation,  
The Mead Corporation and The Bank of New York, as trustee.            

(4)(b) Form of Debt Security (incorporated by reference to Article II of Exhibit
4(a) to this Registration Statement).                                 

(5)  Opinion of Wendell L. Willkie, II, Esq. as Senior Vice President and       
 General Counsel of MeadWestvaco Corporation (to be filed by amendment).

(12)(a) MeadWestvaco computation of pro forma ratio of earnings to fixed        
charges.                                                              

(12)(b) Mead computation of ratio of earnings to fixed charges.                 

(12)(c) Westvaco computation of ratio of earnings to fixed charges.             

(23)(a) Consent of Deloitte & Touche LLP.                                       

(23)(b) Consent of PricewaterhouseCoopers LLP.                                  

(23)(c) Consent of Wendell L. Willkie, II, Esq. (included in Exhibit (5)).      

(24) Power of Attorney of certain officers and directors (included on pages S-2 
and S-3, S-5 and S-7).                                                

(25) Statement of eligibility of trustee on Form T-1.                           

Item 17.   Undertakings.                                                        

(a) Each undersigned registrant hereby undertakes:                    

  (1) To file, during any period in which offers or sales of its
    securities are being made, a post-effective amendment to this registration
statement:                                                            

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;                                     

           (ii) To reflect in the prospectus any facts or events arising
       after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
in the registration statement;                              

           (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
statement or any material change to such information in the 
        registration statement; provided, however, that the undertakings set
          forth in clauses (i) and (ii) of this paragraph shall not apply if the
         information required to be included in such post-effective amendments
        is contained in periodic reports filed by the registrant pursuant to

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      section 13 or section 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in this registration statement.

    (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered 
   therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.                         

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the     
termination of the offering.                                          

 (b) Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such 
registrant's annual report pursuant to section 13(a) or section 15(d) of the    
Securities Exchange Act of 1934 that is incorporated by reference in the        
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of   
the registrant pursuant to the foregoing provisions, or otherwise, each         
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, each registrant will, unless in the opinion of its counsel the      
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.                                                     

(i)  Each undersigned registrant hereby undertakes that:              

          (1) For purposes of determining any liability under the Securities Act
    of 1933, the information omitted from the form of prospectus filed as part
    of this registration statement in reliance upon Rule 430A and contained in
    a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
   (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.      

         (2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of    
   prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.    

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the       
requirements for filing on Form S-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York, and the State of New York, on the eighth   
day of March, 2002.                                                             

MEADWESTVACO CORPORATION    
(Registrant)        

By: /s/ John A. Luke, Jr.   
                             ---------------------------------------------------
    Name:  John A. Luke, Jr.
                           Title:    President and Chief Executive Officer

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 POWER OF ATTORNEY

   Know All Men by These Presents, that each person whose name appears below
constitutes and appoints Jerome F. Tatar, John A. Luke, Jr. and Wendell L.      
Willkie, II, and each of them, his or her true and lawful attorneys-in-fact and 
agents, with full power of substitutions and resubstitution, for him or her and 
in his or her name, place and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this Registration       
Statement, and to file the same, with all exhibits thereto and other documents  
in connection therewith, with the Securities and Exchange Commission, granting  
unto said attorneys-in-fact and agents, and each of them, full power and        
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that    
said attorneys-in-fact and agents or any of them, or their or his or her        
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated:                                          

                                                        [Enlarge/Download Table]

               Signature                                      Title                         Date    
               ---------                                      -----                         ----    

                                                                                                    
           /s/ Jerome F. Tatar              Chairman of the Board and Director         March 8, 2002
---------------------------------------                                                             
            Jerome F. Tatar                                                                         

         /s/ John A. Luke, Jr.              President and Chief Executive Officer      March 8, 2002
---------------------------------------     and Director                                            
           John A. Luke, Jr.                                                                        

                                            Senior Vice President and Chief Financial  March 8, 2002
           /s/ Karen R. Osar                Officer                                                 
---------------------------------------     (Principal Financial Officer)                           
             Karen R. Osar                                                                          

            /s/ John E. Banu                Comptroller                                March 8, 2002
---------------------------------------     (Principal Accounting Officer)                          
              John E. Banu                                                                          

           /s/ John G. Breen                Director                                   March 8, 2002
---------------------------------------                                                             
             John G. Breen                                                                          

        /s/ Michael E. Campbell             Director                                   March 8, 2002
---------------------------------------                                                             
          Michael E. Campbell                                                                       

        /s/ Thomas W. Cole, Jr.             Director                                   March 8, 2002
---------------------------------------                                                             
        Dr. Thomas W. Cole, Jr.                                                                     

          /s/ Duane E. Collins              Director                                   March 8, 2002
---------------------------------------                                                             
            Duane E. Collins                                                                        

                                            Director                                                
---------------------------------------                                                             
         David F. D'Alessandro                                                                      

                                       S-2                                                          

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         /s/ William E. Hoglund             Director                                   March 8, 2002
---------------------------------------                                                             
           William E. Hoglund                                                                       

          /s/ James G. Kaiser               Director                                   March 8, 2002
---------------------------------------                                                             
            James G. Kaiser                                                                         

         /s/ Richard B. Kelson              Director                                   March 8, 2002
---------------------------------------                                                             
           Richard B. Kelson                                                                        

            /s/ John A. Krol                Director                                   March 8, 2002
---------------------------------------                                                             
              John A. Krol                                                                          

           /s/ Susan J. Kropf               Director                                   March 8, 2002
---------------------------------------                                                             
             Susan J. Kropf                                                                         

          /s/ Douglas S. Luke               Director                                   March 8, 2002
---------------------------------------                                                             
            Douglas S. Luke                                                                         

        /s/ Robert C. McCormack             Director                                   March 8, 2002
---------------------------------------                                                             
          Robert C. McCormack                                                                       

       /s/ Lee J. Styslinger, Jr.           Director                                   March 8, 2002
---------------------------------------                                                             
         Lee J. Styslinger, Jr.                                                                     

           /s/ Jane L. Warner               Director                                   March 8, 2002
---------------------------------------                                                             
             Jane L. Warner                                                                         

         /s/ J. Lawrence Wilson             Director                                   March 8, 2002
---------------------------------------                                                             
           J. Lawrence Wilson                                                                       

                                            Director                                                
---------------------------------------                                                             
          Richard A. Zimmerman                                                                      

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the       
requirements for filing on Form S-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York, and the State of New York, on the eighth   
day of March, 2002.                                                             

WESTVACO CORPORATION  
(Registrant)  

    By: /s/  John A. Luke, Jr.
                                ------------------------------------------------
          Name:  John A. Luke, Jr.
                     Title:    Chairman, Chief Executive
                           Officer and President

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 POWER OF ATTORNEY

   Know All Men by These Presents, that each person whose name appears below
constitutes and appoints Jerome F. Tatar, John A. Luke, Jr. and Wendell L.      
Willkie, II, and each of them, his or her true and lawful attorneys-in-fact and 
agents, with full power of substitutions and resubstitution, for him or her and 
in his or her name, place and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this Registration       
Statement, and to file the same, with all exhibits thereto and other documents  
in connection therewith, with the Securities and Exchange Commission, granting  
unto said attorneys-in-fact and agents, and each of them, full power and        
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that    
said attorneys-in-fact and agents or any of them, or their or his or her        
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated:                                          

                                                        [Enlarge/Download Table]

               Signature                                 Title                             Date

                                                                                               
         /s/ John A. Luke, Jr.         Chairman, Chief Executive Officer and      March 8, 2002
-------------------------------------  President and Director                                  
           John A. Luke, Jr.                                                                   

           /s/ Karen R. Osar           Senior Vice President and Chief Financial  March 8, 2002
-------------------------------------  Officer (Principal Financial Officer)                   
             Karen R. Osar                                                                     

       /s/ James E. Stoveken, Jr.      Senior Vice President and Comptroller      March 8, 2002
-------------------------------------  (Principal Accounting Officer)                          
         James E. Stoveken, Jr.                                                                

          /s/ James A. Buzzard         Director                                   March 8, 2002
-------------------------------------                                                          
            James A. Buzzard                                                                   

           /s/ Ian W. Millar           Director                                   March 8, 2002
-------------------------------------                                                          
             Ian W. Millar                                                                     

          /s/ Jerome F. Tatar          Director                                   March 8, 2002
-------------------------------------                                                          
            Jerome F. Tatar                                                                    


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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the       
requirements for filing on Form S-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York, and the State of New York, on the eighth   
day of March, 2002.                                                             

THE MEAD CORPORATION    
(Registrant)    

By: /s/ Jerome F. Tatar 
                               -------------------------------------------------
     Name: Jerome F. Tatar
                  Title:   Chairman, Chief Executive
                       Officer and President

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 POWER OF ATTORNEY

   Know All Men by These Presents, that each person whose name appears below
constitutes and appoints Jerome F. Tatar, John A. Luke, Jr. and Wendell L.      
Willkie, II, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitutions and resubstitution, for him and in his name,   
place and stead, in any and all capacities, to sign any and all amendments      
(including post-effective amendments) to this Registration Statement, and to    
file the same, with all exhibits thereto and other documents in connection      
therewith, with the Securities and Exchange Commission, granting unto said      
attorneys-in-fact and agents, and each of them, full power and authority to do  
and perform each and every act and thing requisite and necessary to be done in  
and about the premises, as fully to all intents and purposes as he might or     
could do in person, hereby ratifying and confirming all that said               
attorneys-in-fact and agents or any of them, or their or his substitute or      
substitutes, may lawfully do or cause to be done by virtue hereof.              

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated:                                          

                                                        [Enlarge/Download Table]

               Signature                                   Title                         Date

                                                                                             
          /s/ Jerome F. Tatar            Chairman, Chief Executive Officer and  March 8, 2002
---------------------------------------  President and Director                              
            Jerome F. Tatar                                                                  

        /s/ Timothy R. McLevish          Vice President and Chief Financial     March 8, 2002
---------------------------------------  Officer (Principal Financial Officer)               
          Timothy R. McLevish                                                                

        /s/ Peter H. Vogel, Jr.          Vice President-Finance and Treasurer   March 8, 2002
---------------------------------------  (Principal Accounting Officer)                      
          Peter H. Vogel, Jr.                                                                

          /s/ James A. Buzzard           Director                               March 8, 2002
---------------------------------------                                                      
            James A. Buzzard                                                                 

         /s/ John A. Luke, Jr.           Director                               March 8, 2002
---------------------------------------                                                      
           John A. Luke, Jr.                                                                 

           /s/ Ian W. Millar             Director                               March 8, 2002
---------------------------------------                                                      
             Ian W. Millar                                                                   

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 EXHIBIT INDEX

(1)  Form of Underwriting Agreement relating to the Debt Securities (to be filed
by amendment).                                                        

(4)(a) Form of Indenture among MeadWestvaco Corporation, Westvaco Corporation,  
The Mead Corporation and The Bank of New York, as trustee.            

(4)(b) Form of Debt Security (incorporated by reference to Article II of Exhibit
4(a) to this Registration Statement).                                 

(5)  Opinion of Wendell L. Willkie, II, Esq. as Senior Vice President and       
 General Counsel of MeadWestvaco Corporation (to be filed by amendment).

(12)(a) MeadWestvaco computation of pro forma ratio of earnings to fixed        
charges.                                                              

(12)(b) Mead computation of ratio of earnings to fixed charges.                 

(12)(c) Westvaco computation of ratio of earnings to fixed charges.             

(23)(a) Consent of Deloitte & Touche LLP.                                       

(23)(b) Consent of PricewaterhouseCoopers LLP.                                  

(23)(c) Consent of Wendell L. Willkie, II, Esq. (included in Exhibit (5)).      

(24) Power of Attorney of certain officers and directors (included on pages S-2 
and S-3, S-5 and S-7).                                                

(25) Statement of eligibility of trustee on Form T-1.                           

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                                                                    EXHIBIT 4(a)

 FORM OF INDENTURE

================================================================================

MEADWESTVACO CORPORATION

 and

 THE BANK OF NEW YORK,

as Trustee

------------------------------

 INDENTURE

 Dated as of [ ], 2002

--------------------------------

================================================================================

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Reconciliation and tie between Provisions of Trust Indenture Act of 1939 and
Indenture, dated as of [ ], 2002
between MEADWESTVACO CORPORATION
and THE BANK OF NEW YORK, Trustee 

Trust Indenture                                                                 
Act Section                                             Indenture Section   
---------------                                           -----------------     

ss.310(a)(1)..........................................    609                   
(a)(2).........................................    609            
(a)(3).........................................    Not Applicable 
(a)(4).........................................    Not Applicable 
(a)(5).........................................    609            
(b)............................................    608, 610       
(c)............................................    Not Applicable 
ss.311(a).............................................    613                   
(b)............................................    613            
ss.312(a).............................................    701, 702(a)           
(b)............................................    702(b)         
(c)............................................    702(c)         
ss.313(a).............................................    703                   
(b)............................................    703            
(c)............................................    703            
(d)............................................    703            
ss.314(a).............................................    704                   
(a)(4).........................................    101, 1007      
(b)............................................    Not Applicable 
(c)(1).........................................    102            
(c)(2).........................................    102            
(c)(3).........................................    Not Applicable 
(d)............................................    Not Applicable 
(e)............................................    102            
ss.315(a).............................................    601(a)                
(b)............................................    602, 703       
(c)............................................    601(b)         
(d)............................................    601(c)         
     (d)(1).........................................    601(a)(1), 601(c)(1)
(d)(2).........................................    601(c)(2)      
(d)(3).........................................    601(c)(3)      
(e)............................................    514            
ss.316(a).............................................    101                   
(a)(1)(A)......................................    502, 512       
(a)(1)(B)......................................    513            
(a)(2).........................................    Not Applicable 
(b)............................................    508            
(c)............................................    104            
ss.317(a)(1)..........................................    503                   
(a)(2).........................................    504            
(b)............................................    1003           
ss.318(a).............................................    107                   

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TABLE OF CONTENTS(1)

                                                                            Page

PARTIES......................................................................1  
RECITALS OF THE COMPANY......................................................1  

 ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 101.  Definitions....................................................1  
            Act............................................................2
            Affiliate......................................................2
            Authenticating Agent...........................................2
            Board of Directors.............................................2
            Board Resolution...............................................2
            Business Day...................................................2
            Commission.....................................................2
            Company........................................................2
            Company Request; Company Order.................................2
            Consolidated Net Tangible Assets...............................3
            Corporate Trust Office.........................................3
            corporation....................................................3
            Defaulted Interest.............................................3
            Domestic Subsidiary............................................3
            Event of Default...............................................3
            Expiration Date................................................3
            Funded Debt....................................................3
            Government Securities..........................................3
            Guarantee......................................................3
            Guarantor......................................................4
            Holder.........................................................4
            Indenture......................................................4

----------                                                                      

1    NOTE: This table of contents shall not, for any purpose, be deemed to be a 
part of the Indenture.                                                

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             interest........................................................4
             Interest Payment Date...........................................4
             Maturity........................................................4
             Notation of Guarantee...........................................4
             Obligor.........................................................4
             Officers' Certificate...........................................4
             Opinion of Counsel..............................................4
             Original Issue Discount Security................................4
             Outstanding.....................................................5
             Paying Agent....................................................5
             Person..........................................................5
             Place of Payment................................................5
             Predecessor Security............................................6
             Principal Property..............................................6
             Redemption Date.................................................6
             Redemption Price................................................6
             Regular Record Date.............................................6
             Responsible Officer.............................................6
             Sale and Lease-back Transaction.................................6
             Securities......................................................6
             Security Register and Security Registrar........................7
             Special Record Date.............................................7
             Stated Maturity.................................................7
             Subsidiary......................................................7
             Trustee.........................................................7
             Trust Indenture Act.............................................7
             Value...........................................................7
             Vice President..................................................7
             Voting Stock....................................................7
Section 102.  Compliance Certificates and Opinions............................8 
Section 103.  Form of Documents Delivered to Trustee..........................8 
Section 104.  Acts of Holders.................................................9 
Section 105.  Notices, Etc., to Trustee and Company..........................11 
Section 106.  Notice to Holders; Waiver......................................11 
Section 107.  Conflict with Trust Indenture Act..............................12 
Section 108.  Effect of Headings and Table of Contents.......................12 
Section 109.  Successors and Assigns.........................................12 
Section 110.  Separability Clause............................................12 
Section 111.  Benefits of Indenture..........................................12 
Section 112.  Governing Law..................................................12 
Section 113.  Legal Holidays.................................................12 

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                                                                            Page

 ARTICLE TWO

SECURITY FORMS

Section 201.  Forms Generally................................................13 
Section 202.  Form of Face of Security.......................................13 
Section 203.  Form of Reverse of Security....................................16 
Section 204.  Form of Trustee's Certificate of Authentication................19 

 ARTICLE THREE

THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series...........................19 
Section 302.  Denominations..................................................21 
Section 303.  Execution, Authentication, Delivery and Dating.................21 
Section 304.  Temporary Securities...........................................22 
Section 305.  Registration, Registration of Transfer and Exchange............23 
Section 306.  Mutilated, Destroyed, Lost and Stolen Securities...............24 
Section 307.  Payment of Interest; Interest Rights Preserved.................25 
Section 308.  Persons Deemed Owners..........................................26 
Section 309.  Cancellation...................................................26 
Section 310.  Computation of Interest........................................26 
Section 311.  Calculation of Original Issue Discount.........................26 
Section 312.  CUSIP Numbers..................................................27 

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture........................27 
Section 402.  Additional Provisions Regarding Legal Defeasance and Covenant     
                  Defeasance................................................28
Section 403.  Conditions to Defeasance.......................................29 
Section 404.  Application of Trust Money.....................................30 
Section 405.  Repayment to Company...........................................31 
Section 406.  Indemnity for Government Securities............................31 
Section 407.  Reinstatement..................................................31 

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ARTICLE FIVE

REMEDIES

Section 501.  Events of Default..............................................31 
Section 502.  Acceleration of Maturity; Rescission and Annulment.............33 
Section 503.  Collection of Indebtedness and Suits for Enforcement by           
                   Trustee..................................................33
Section 504.  Trustee May File Proofs of Claim...............................34 
Section 505.  Trustee May Enforce Claims Without Possession of Securities....35 
Section 506.  Application of Money Collected.................................35 
Section 507.  Limitation on Suits............................................36 
Section 508.  Unconditional Right of Holders to Receive Principal, Premium and  
                  Interest..................................................36
Section 509.  Restoration of Rights and Remedies.............................36 
Section 510.  Rights and Remedies Cumulative.................................37 
Section 511.  Delay or Omission Not Waiver...................................37 
Section 512.  Control by Holders.............................................37 
Section 513.  Waiver of Past Defaults........................................37 
Section 514.  Undertaking for Costs..........................................38 
Section 515.  Waiver of Stay or Extension Laws...............................38 

 ARTICLE SIX

 THE TRUSTEE

Section 601.  Certain Duties and Responsibilities............................39 
Section 602.  Notice of Defaults.............................................40 
Section 603.  Certain Rights of Trustee......................................40 
Section 604.  Not Responsible for Recitals or Issuance of Securities.........42 
Section 605.  May Hold Securities............................................42 
Section 606.  Money Held in Trust............................................42 
Section 607.  Compensation and Reimbursement.................................42 
Section 608.  Disqualification; Conflicting Interests........................43 
Section 609.  Corporate Trustee Required; Eligibility........................43 
Section 610.  Resignation and Removal; Appointment of Successor..............43 
Section 611.  Acceptance of Appointment by Successor.........................45 
Section 612.  Merger, Conversion, Consolidation or Succession to Business....46 
Section 613.  Preferential Collection of Claims Against Company..............46 

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Section 614.  Appointment of Authenticating Agent............................47 

 ARTICLE SEVEN

 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.  Company to Furnish Trustee Names and Addresses of Holders......48 
Section 702.   Preservation of Information; Communications to Holders........49 
Section 703.  Reports by Trustee.............................................50 
Section 704.  Reports by Company.............................................50 

 ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.  Company May Consolidate, Etc., Only on Certain Terms...........50 
Section 802.  Successor Corporation Substituted..............................51 

ARTICLE NINE

 SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.............51 
Section 902.  Supplemental Indentures with Consent of Holders................52 
Section 903.  Execution of Supplemental Indentures...........................53 
Section 904.  Effect of Supplemental Indentures..............................54 
Section 905.  Conformity with Trust Indenture Act............................54 
Section 906.  Reference in Securities to Supplemental Indentures.............54 

 ARTICLE TEN

 COVENANTS

Section 1001. Payment of Principal, Premium and Interest.....................54 
Section 1002. Maintenance of Office or Agency................................54 
Section 1003. Money for Securities Payments to Be Held in Trust..............55 
Section 1004. Maintenance of Corporate Existence.............................56 
Section 1005. Restrictions on Liens..........................................56 
Section 1006. Restrictions on Sale and Lease-Back Transactions...............59 
Section 1007. Officers' Certificate as to Default............................59 
Section 1008. Waiver of Certain Covenants....................................59 

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Section 1009. Further Assurance..............................................60 

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.......................................60 
Section 1102. Election to Redeem; Notice to Trustee..........................60 
Section 1103. Selection by Trustee of Securities to Be Redeemed..............60 
Section 1104. Notice of Redemption...........................................61 
Section 1105. Deposit of Redemption Price....................................62 
Section 1106. Securities Payable on Redemption Date..........................62 
Section 1107. Securities Redeemed in Part....................................62 

ARTICLE TWELVE

 SINKING FUNDS

Section 1201. Applicability of Article.......................................63 
Section 1202. Satisfaction of Sinking Fund Payments with Securities..........63 
Section 1203. Redemption of Securities for Sinking Fund......................63 

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301. Applicability of Article.......................................64 

ARTICLE FOURTEEN

GUARANTEES

Section 1401. Guarantees.....................................................64 
Section 1402. Termination of Guarantee.......................................65 
Section 1403. Amendments And Modifications...................................66 
Section 1404. Guarantee Notation.............................................66 

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TESTIMONIUM .................................................................71 
Signatures and Seals.........................................................71 
Acknowledgments .............................................................71 

Exhibit A - Form of Notation of Guarantee...................................A-1 

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INDENTURE, dated as of [ ], 2002, between MeadWestvaco Corporation, a 
corporation duly organized and existing under the laws of the State of Delaware 
(herein called the "Company"), having its principal office at One High Ridge    
Park, Stamford, CT 06905, the Guarantors (as defined herein), if any, and The   
Bank of New York, a New York banking corporation, as Trustee (herein called the 
"Trustee").                                                                     

 RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this    
Indenture to provide for the issuance from time to time of its unsecured        
debentures, notes or other evidences of indebtedness (herein called the         
"Securities"), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the  
Company, in accordance with its terms, have been done.                          

NOW, THEREFORE.  THIS INDENTURE WITNESSETH: 

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and 
proportionate benefit of all Holders of the Securities or of series thereof, as 
follows:                                                                        

 ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 101. Definitions.                                             

    For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:                                       

       (1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular; 

  (2) all other terms used herein which are defined in the Trust
   Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;                                             

  (3) all accounting terms not otherwise defined herein have the
    meanings assigned to them in accordance with generally accepted accounting
 principles and, except as otherwise herein expressly provided, the term
    "generally accepted accounting principles" with respect to any computation
  required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation and then used by the
Company in the preparation of its financial statements; and           

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       (4) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.                                

Certain terms, used principally in Article Six, are defined in that   
Article.                                                                        

   "Act", when used with respect to any Holder, has the meaning specified in
Section 104.                                                                    

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common      
control with such specified Person. For the purposes of this definition,        
"control" when used with respect to any specified Person means the power to     
direct the management and policies of such Person, directly or indirectly,      
whether through the ownership of voting securities, by contract or otherwise;   
and the terms "controlling" and "controlled" have meanings correlative to the   
foregoing.                                                                      

    "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614.                                                                 

    "Board of Directors" means either the board of directors of the Company or
the executive committee of that board.                                          

    "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board 
of Directors and to be in full force and effect on the date of such             
certification, and delivered to the Trustee.                                    

    "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which     
banking institutions in that Place of Payment are authorized or obligated by law
to close.                                                                       

    "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at  
any time after the execution of this instrument such Commission is not existing 
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.                                   

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.                                                     

"Company Request" or "Company Order" means a written request or order 
signed in the name of the Company by its Chairman of the Board, its Chief       
Executive Officer, its President, a Vice Chairman or a Vice President, and by   
its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its         
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,   
and delivered to the Trustee.                                                   

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"Consolidated Net Tangible Assets"" means the total of all the assets 
appearing on the consolidated balance sheet of the Company and its Subsidiaries 
less the following: (1) current liabilities, including liabilities for          
indebtedness maturing more than 12 months from the date of the original creation
thereof but maturing within 12 months from the date of determination; (2)       
reserves for depreciation and other asset valuation reserves; (3) intangible    
assets such as goodwill, trademarks, trade names, patents, and unamortized debt 
discount and expense carried as an asset on said balance sheet; and (4)         
appropriate adjustments on account of minority interests of other persons       
holding stock in any Subsidiary of the Company. Consolidated Net Tangible Assets
shall be determined in accordance with generally accepted accounting principles 
and practices applicable to the type of business in which the Company and its   
Subsidiaries are engaged and which are approved by the independent accountants  
regularly retained by the Company, and may be determined as of a date not more  
than sixty days prior to the happening of the event for which such determination
is being made.                                                                  

 "Corporate Trust Office" " means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which     
office at the date hereof is located at 101 Barclay Street, Floor 21 West, New  
York, New York 10286, Attention: Corporate Trust Department, or such other      
address as the Trustee may designate from time to time by notice to the Holders 
and the Company, or the principal corporate trust office of any successor       
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).                              

   "corporation" includes corporations, associations, companies and business
trusts.                                                                         

"Defaulted Interest" has the meaning specified in Section 307.        

     "Domestic Subsidiary" means any Subsidiary which owns a Principal Property.

"Event of Default" has the meaning specified in Section 501.          

"Expiration Date" has the meaning specified in Section 104.           

     "Funded Debt" means any Debt which by its terms matures at or is extendible
or renewable at the sole option of the obligor without requiring the consent of 
the obligee to a date more than twelve months after the date of the incurrence  
of such Debt.                                                                   

   "Government Securities" means direct obligations of the United States for
the payment of which its full faith and credit is pledged, or obligations of a  
Person controlled or supervised by and acting as an agency or instrumentality of
the United States the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States.                          

     "Guarantee" means, with respect to any series of Securities, a guarantee of
the Securities of such series and certain other obligations of the Company under
this Indenture as provided in Article Fourteen hereof and the Board Resolution, 
Officers' Certificate or supplemental indenture establishing such series of     
Securities.                                                                     

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  "Guarantor" means, with respect to any series of Securities, each Person
identified as a Guarantor on the signature pages hereto that issues a Guarantee 
pursuant to Section 1404 of this Indenture and the Board Resolution, Officers'  
Certificate or supplemental indenture establishing such series of Securities.   

"Holder" means a Person in whose name a Security is registered in the 
Security Register.                                                              

    "Indenture" means this instrument as originally executed or as it may from
time to time be supplemental or amended by one or more indentures supplemental  
hereto entered into pursuant to the applicable provisions hereof and shall      
include the terms of the particular series of Securities established as         
contemplated by Section 301.                                                    

   "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable   
after Maturity.                                                                 

    "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.                 

     "Maturity", when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and   
payable as therein or herein provided, whether at the Stated Maturity or by     
declaration of acceleration, call for redemption or otherwise.                  

  "Notation of Guarantee" means, with respect to any series of Securities,
the notation of guarantee of the Securities of such series substantially in the 
form of Exhibit A hereto, executed on behalf of each Guarantor by its Chairman  
of the Board, its Chief Executive Officer, its President, one of its Vice       
Chairmen, its Chief Financial Officer, or one of its Vice Presidents, attested  
by its Secretary or one of its Assistant Secretaries.                           

"Obligor" means the Company and any Guarantor.                        

   "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President, the Chief Executive Officer, a Vice Chairman or a Vice    
President, and by the Chief Financial Officer, Treasurer, and Assistant         
Treasurer, the Secretary or an Assistant Secretary, of the Company, and         
delivered to the Trustee.                                                       

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.                    

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a      
declaration of acceleration of the Maturity thereof pursuant to Section 502.    

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    "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under  
this Indenture, except:                                                         

          (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;                                             

          (ii) Securities for whose payment or redemption money in the necessary
    amount has been theretofore deposited with the Trustee or any Paying Agent
   (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the
 Holders of such Securities; provided that, if such Securities are to be
  redeemed, notice of such redemption has been duly given pursuant to this
    Indenture or provision therefor satisfactory to the Trustee has been made;
and                                                                   

       (iii) Securities which have been paid pursuant to Section 306 or in
   exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof 
   satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;  

provided, however, that in determining whether the Holders of the requisite     
principal amount of the Outstanding Securities have given any request, demand,  
authorization, direction, notice, consent or waiver hereunder, Securities owned 
by the Company or any other obligor upon the Securities or any Affiliate of the 
Company or of such other obligor shall be disregarded and deemed not to be      
Outstanding, except that, in determining whether the Trustee shall be protected 
in relying upon such request, demand, authorization, direction, notice, consent 
or waiver, only Securities which the Trustee knows to be so owned shall be so   
disregarded. Securities so owned which have been pledged in good faith may be   
regarded as Outstanding if the pledgee establishes to the satisfaction of the   
Trustee the pledgee's right so to act with respect to such Securities and that  
the pledgee is not the Company or any other obligor upon the Securities or any  
Affiliate of the Company or of such other obligor.                              

"Paying Agent" means any Person authorized by the Company to pay the  
principal of (and premium, if any) or interest on any Securities on behalf of   
the Company.                                                                    

"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,            
unincorporated organization or other legal entity or government or any agency,  
authority, commission, body or political subdivision thereof.                   

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and      
interest on the Securities of that series are payable as specified as           
contemplated by Section 301.                                                    

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"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such 
particular Security; and, for the purposes of this definition, any Security     
authenticated and delivered under Section 306 in exchange for or in lieu of a   
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the   
same debt as the mutilated, destroyed, lost or stolen Security.                 

     "Principal Property" means any mill, converting plant, manufacturing plant,
manufacturing facility, including, in each case, the equipment therein, or      
timberlands, located within the continental United States of America (other than
any of the foregoing acquired principally for the control or abatement of       
atmospheric pollutants or contaminants or water, noise, odor or other pollution,
or any facility financed from the proceeds of pollution control or revenue      
bonds), whether owned at the date of this Indenture or thereafter acquired,     
having a gross book value (without deductions of any applicable depreciation    
reserves) on the date as of which the determination is being made of more than  
five percent of Consolidated Net Tangible Assets, but shall not include any     
minerals or mineral rights, or any timberlands designated by the Board of       
Directors or of a Domestic Subsidiary, as the case may be, as being held        
primarily for development and/or sale.                                          

   "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.      

    "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.       

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as    
contemplated by Section 301.                                                    

 "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant treasurer, any trust officer or assistant trust   
officer, the controller or any assistant controller or any other officer of the 
Trustee customarily performing functions similar to those performed by any of   
the above designated officers and also means, with respect to a particular      
corporate trust matter, any other officer to whom such matter is referred       
because of his knowledge of and familiarity with the particular subject.        

 "Sale and Lease-back Transaction" means any arrangement with any Person
providing for the leasing to the Company or any Domestic Subsidiary of any      
Principal Property (except for temporary leases for a term, including any       
renewal thereof, of not more than three years and except for leases between the 
Company and a Domestic Subsidiary or between Domestic Subsidiaries), which      
Principal Property has been or is to be sold or transferred by the Company or   
such Domestic Subsidiary to such person.                                        

    "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under    
this Indenture.                                                                 

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   "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.                                                       

 "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.                              

"Stated Maturity", when used with respect to any Security or any      
installment of principal thereof or interest thereon, means the date specified  
in such Security as the fixed date on which the principal of such Security or   
such installment of principal or interest is due and payable.                   

     "Subsidiary" means a corporation more than 50% of the Voting Stock of which
is owned or controlled, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other Subsidiaries.       

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such with respect to
one or more series of Securities pursuant to the applicable provisions of this  
Indenture, and thereafter "Trustee" shall mean or include each Person who is    
then a Trustee hereunder, and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the   
Trustee with respect to Securities of that series.                              

    "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.                                                                            

    "Value" means with respect to a Sale and Lease-back Transaction, as of any
particular time, the amount equal to the greater of (1) the net proceeds from   
the sale or transfer of the Principal Property leased pursuant to such Sale and 
Lease-back Transaction or (2) the fair value in the opinion of the Board of     
Directors of such Principal Property at the time of entering into such Sale and 
Lease-back Transaction, in either case divided first by the number of full years
of the terms of the lease and then multiplied by the number of full years of    
such term remaining at the time of determination, without regard to any renewal 
or extension options contained in the lease.                                    

 "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or    
words added before or after the title "vice president".                         

  "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of 
directors, managers or trustees of such corporation (irrespective of whether or 
not at the time stock of any other class or classes shall have or might have    
voting power by reason of the happening of any contingency).                    

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Section 102. Compliance Certificates and Opinions.                    

   Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the  
Trustee an Officers' Certificate stating that all conditions preceding, if any, 
provided for in this Indenture relating to the proposed action have been        
complied with and an Opinion of Counsel stating that in the opinion of such     
counsel all such conditions precedent, if any, have been complied with, except  
that in the case of any such application or request as to which the furnishing  
of such documents is specifically required by any provision of this Indenture   
relating to such particular application or request, no additional certificate or
opinion need be furnished.                                                      

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:                          

    (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;                                                     

          (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such 
certificate or opinion are based;                                     

       (3) a statement that, in the opinion of each such individual, he or
  she has made such examination or investigation as is necessary to enable
  him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and                                 

          (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.                    

Section 103. Form of Documents Delivered to Trustee.                  

In any case where several matters are required to be certified by, or 
covered by an opinion of, any specified Person, it is not necessary that all    
such matters be certified by, or covered by the opinion of, only one such       
Person, or that they be so certified or covered by only one document, but one   
such Person may certify or give an opinion with respect to some matters and one 
or more other such Persons as to other matters, and any such Person may certify 
or give an opinion as to such matters in one or several documents.              

Any certificate or opinion of an officer of the Company may be based, 
insofar as it relates to legal matters, upon a certificate or opinion of, or    
representations by, counsel, unless such officer knows, or in the exercise of   
reasonable care should know, that the certificate or opinion or representations 
with respect to the matters upon which his or her certificate or opinion is     
based are erroneous. Any such certificate or Opinion of Counsel may be based,   
insofar as it relates to factual matters, upon a certificate or opinion of, or  
representations by, an officer or officers of the Company stating that the      
information with respect to such factual matters is in the possession of the    
Company, unless such counsel knows, or in the exercise of reasonable care       

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should know, that the certificate or opinion or representations with respect to 
such matters are erroneous.                                                     

Where any Person is required to make, give or execute two or more     
applications, requests, consents, certificates, statements, opinions or other   
instruments under this Indenture, they may, but need not, be consolidated and   
form one instrument.                                                            

Section 104. Acts of Holders.                                         

    (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may  
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;   
and, except as herein otherwise expressly provided, such action shall become    
effective when such instrument or instruments are delivered to the Trustee and, 
where it is hereby expressly required, to the Company. Such instrument or       
instruments (and the action embodied therein and evidenced thereby) are herein  
sometimes referred to as the "Act" of the Holders signing such instrument or    
instruments. Proof of execution of any such instrument or of a writing          
appointing any such agent shall be sufficient for any purpose of this Indenture 
and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.                                 

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take       
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof. Where such         
execution is by a signer acting in a capacity other than his individual         
capacity, such certificate or affidavit shall also constitute sufficient proof  
of his authority. The fact and date of the execution of any such instrument or  
writing, or the authority of the Person executing the same, may also be proved  
in any other manner which the Trustee deems sufficient.                         

   (c) The ownership of Securities shall be proved by the Security Register.

    (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of  
transfer thereof or in exchange therefor or in lieu thereof or the Holder of any
Predecessor Security in respect of anything done, omitted or suffered to be done
by the Trustee or the Company in reliance thereon, whether or not notation of   
such action is made upon such Security.                                         

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or   
take any request, demand, authorization, direction, notice, consent, waiver or  
other action provided or permitted by this Indenture to be given, made or taken 
by Holders of Securities of such series; provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with      
respect to, the giving or making of any notice, declaration, request or         
direction referred to in                                                        

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the next paragraph. If any record date is set pursuant to this paragraph, the   
Holders of Outstanding Securities of the relevant series on such record date,   
and no other Holders, shall be entitled to take or revoke the relevant action,  
whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the     
applicable Expiration Date by Holders of the requisite principal amount of      
Outstanding Securities of such series on such record date. Nothing in this      
paragraph shall be construed to prevent the Company from setting a new record   
date for any action for which a record date has previously been set pursuant to 
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this 
paragraph shall be construed to render ineffective any action take by Holders of
the requisite principal amount of Outstanding Securities of the relevant series 
on the date such action is taken. Promptly after an record date is set pursuant 
to this paragraph, the Company, at its own expense, shall cause notice of such  
record date, the proposed action by Holders and the applicable Expiration Date  
to be given to the Trustee in writing and to each Holder of Securities of the   
relevant series in the manner set forth in Section 106.                         

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the     
giving or making of (i) any Notice of Default, (ii) any declaration of          
acceleration referred to in Section 502, (iii) any request to institute         
proceedings referred to in Section 507(2) or (4) any direction referred to in   
Section 512, in each case with respect to Securities of such series. If any     
record date is set pursuant to this paragraph, the Holders of Outstanding       
Securities of such series on such record date, and no other Holders, shall be   
entitled to join in such notice, declaration, request or direction or to revoke 
the same, whether or not such Holders remain Holders after such record date;    
provided that no such action shall be effective hereunder unless taken on or    
prior to the applicable Expiration Date by Holders of the requisite principal   
amount of Outstanding Securities of such series on such record date. Nothing in 
this paragraph shall be construed to prevent the Trustee from setting a new     
record date for any action for which a record date has previously been set      
pursuant to this paragraph (whereupon the record date previously set shall      
automatically and with no action by any Person be canceled and of no effect),   
and nothing in this paragraph shall be construed to render ineffective any      
action taken by Holders of the requisite principal amount of Outstanding        
Securities of the relevant series on the date such action is taken. Promptly    
after any record date is set pursuant to this paragraph, the Trustee, at the    
Company's expense, shall cause notice of such record date, the proposed action  
by holders and the applicable Expiration Date to be sent to the Company in      
writing and to each Holder of Securities of the relevant series in the manner   
set forth in Section 106.                                                       

 With respect to any record date set pursuant to this Section, the party
hereto that sets such record dates may designate any day as the "Expiration     
Date" and from time to time may change the Expiration Date to any earlier or    
later day; provided that no such change shall be effective unless notice of the 
proposed new Expiration Date is given to the other party hereto in writing, and 
to each Holder of Securities of the relevant series in the manner set forth in  
Section 106, on or prior to the existing Expiration Date. If an Expiration Date 
is not designated with respect to any record date set pursuant to this Section, 
the party hereto that sets such record date                                     

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shall be deemed to have initially designated the 180th day after such record    
date as the Expiration Date with respect thereto, subject to its rights to      
change the Expiration Date as provided in this paragraph. Notwithstanding the   
foregoing, no Expiration Date shall be later than the 180th day after the       
applicable record date.                                                         

 Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly 
appointed agents each of which may do so pursuant to such appointment with      
regard to all or any part of such principal amount.                             

Section 105. Notices, Etc., to Trustee and Company.                   

   Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be  
made upon, given or furnished to, or filed with,                                

       (1) the Trustee by any Holder or by the Company shall be sufficient
   for every purpose hereunder if made, given, furnished or filed in writing
to or with and received by the Trustee at its Corporate Trust Office, 
Attention: Vice President, Administration, or                         

       (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company    
     addressed to the attention of its Secretary at the address of its principal
     office specified in the first paragraph of this instrument, or at any other
address previously furnished in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.                               

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided) 
if in writing and mailed, first-class postage prepaid, to each Holder affected  
by such event, at its, his or her address as it appears in the Security         
Register, not later than the latest date, and not earlier than the earliest     
date, prescribed for the giving of such notice. In any case where notice to     
Holders is given by mail, neither the failure to mail such notice, nor any      
defect in any notice so mailed, to any particular Holder shall affect the       
sufficiency of such notice with respect to other Holders. Where this Indenture  
provides for notice in any manner, such notice may be waived in writing by the  
Person entitled to receive such notice, either before or after the event, and   
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be condition         
precedent to the validity of any action taken in reliance upon such waiver.     

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute 
a sufficient notification for every purpose hereunder.                          

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Section 107. Conflict with Trust Indenture Act.                       

If any provision hereof limits, qualifies or conflicts with another   
provision hereof which is required to be included in this Indenture by any of   
the provisions of the Trust Indenture Act, such required provision shall        
control.                                                                        

Section 108. Effect of Headings and Table of Contents.                

   The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.                  

Section 109. Successors and Assigns.                                  

  All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.                        

Section 110. Separability Clause.                                     

In case any provision in this Indenture or in the Securities shall be 
invalid, illegal or unenforceable, the validity, legality and enforceability of 
the remaining provisions shall not in any way be affected or impaired thereby.  

Section 111. Benefits of Indenture.                                   

   Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto, any Security Registrar, any  
Paying Agent, any Authenticating Agent and their successors hereunder and the   
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.                                                                      

Section 112. Governing Law.                                           

 This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.                              

Section 113. Legal Holidays.                                          

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,   
then (notwithstanding any other provision of this Indenture or of the           
Securities) payment of interest or principal (and premium, if any) need not be  
made at such Place of Payment on such date, but may be made on the next         
succeeding Business Day at such Place of Payment with the same force and effect 
as if made on the Interest Payment Date or Redemption Date, or at the Stated    
Maturity, provided that no interest shall accrue for the period from and after  
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may 
be.                                                                             

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 ARTICLE TWO

SECURITY FORMS

Section 201. Forms Generally.                                         

    The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each    
case with such appropriate insertions, omissions, substitutions and other       
variations as are required or permitted by this Indenture or any indenture      
supplemental hereto, and may have such letters, numbers or other marks of       
identification or designation of such legends or endorsements placed thereon as 
may be required to comply with the rules of any securities exchange or as may,  
consistently herewith, be determined by the officers executing such Securities, 
as evidenced by their execution of the Securities. If the form of Securities of 
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or  
an Assistant Secretary of the Company and delivered to the Trustee at or prior  
to the delivery of the Company Order contemplated by Section 303 for the        
authentication and delivery of such Securities.                                 

    The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.                                                 

 The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of   
such Securities.                                                                

Section 202. Form of Face of Security.                                

[If the Security is an Original Issue Discount Security, insert-- THIS SECURITY 
IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 et seq. OF  
THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS 
SECURITY, THE ISSUE PRICE IS $[ ] AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS  
$[ ]. THE ISSUE DATE OF THIS SECURITY IS [ ] AND THE YIELD TO MATURITY IS [ ]%.]

MEADWESTVACO CORPORATION

No.                                                    $                        

  MEADWESTVACO CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture    
hereinafter referred to), for value received, hereby promises to pay to , or    
registered assigns, the principal sum of ______________________ dollars on      
________________ [If the Security is to bear interest prior to Maturity,        
insert--, and to pay interest thereon from , or from the most recent In-        

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terest Payment Date to which interest has been paid or duly provided for,       
semi-annually on and in each year, commencing , at the rate of % per annum,     
until the principal hereof is paid or made available for payment. The interest  
so payable, and punctually paid or duly provided for, on any Interest Payment   
Date will, as provided in such Indenture, be paid to the Person in whose name   
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the or 
(whether or not a Business Day), as the case may be, next preceding such        
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special     
Record Date for the payment of such Defaulted Interest to be fixed by the       
Trustee, notice whereof shall be given to Holders of Securities of this series  
not less than 10 days prior to such Special Record Date, or be paid at any time 
in any other lawful manner not inconsistent with the requirements of any        
securities exchange on which the Securities of this series may be listed, and   
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].                                                             

 [If the Security is not to bear interest prior to Maturity, insert--The
Principal of this Security shall not bear interest except in the case of a      
default in payment of principal upon acceleration, upon redemption or at Stated 
Maturity and in such case the overdue principal of this Security shall bear     
interest at the rate of % per annum (to the extent that the payment of such     
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly  
provided for. Interest on any overdue principal shall be payable on demand. Any 
such interest on any overdue principal that is not so paid on demand shall bear 
interest at the rate of % per annum (to the extent that payment of such interest
shall be legally enforceable), which shall accrue from the date of such demand  
for payment to the date payment of such interest has been made or duly provided 
for, and such interest shall also be payable on demand.]                        

Payment of the principal of (and premium, if any) and [if applicable, 
insert--any such] interest on this Security will be made at the offices or      
agencies of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America  
as at the time of payment is legal tender for payment of public and private     
debts [if applicable, insert--; provided, however, that at the option of the    
Company payment of interest may be made by check drawn upon any Paying Agent and
mailed on or prior to an Interest Payment Date to the address of the Person     
entitled thereto as such address shall appear in the Security Register].        

 Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

  Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an authenticating
agent, by the manual sig-                                                       

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nature of an authorized officer, this Security shall not be entitled to any     
benefit under the Indenture or be valid or obligatory for any purpose.          

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed under its corporate seal.                                              

Dated:                                                                          

      MEADWESTVACO CORPORATION

By:               
                                 -------------------------------------------

Attest:                                                                         

__________________________________                                              

Section 203. Form of Reverse of Security.                             

This Security is one of a duly authorized issue of securities of the  
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of [ ], 2002 (herein called the             
"Indenture"), between the Company and The Bank of New York, as Trustee (herein  
called the "Trustee", which term includes any successor trustee under the       
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, 
duties and immunities thereunder of the Company, the Trustee and the Holders of 
the Securities and of the terms upon which the Securities are, and are to be,   
authenticated and delivered. This Security is one of the series designated on   
the face hereof, limited in aggregated principal amount to $[ ].                

[If applicable, insert--The Securities of this series are subject to  
redemption upon not less than 30 days' notice by mail, [if applicable,          
insert--(1) on in any year commencing with the year and ending with the year    
through operation of the sinking fund for this series at a Redemption Price     
equal to 100% of the principal amount and (2)] at any time [on or after , 20 ], 
as a whole or in part, at the election of the Company, at the following         
Redemption Prices (expressed as percentages of the principal amount): If        
redeemed [on or before , %, and if redeemed] during the 12-month period         
beginning of the years indicated,                                               

                 Redemption                                 Redemption
Year              Price                  Year                Price
----              -----                  ----                -----

and thereafter at a Redemption Price equal to % of the principal amount,        
together in the case of any such redemption [if applicable, insert--(whether    
through operation of the sinking fund or otherwise)] with accrued interest to   
the Redemption Date, but interests installments whose Stated Maturity is on or  
prior to such Redemption Date will be payable to the Holders of such Securi-    

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ties, or one or more Predecessor Securities, of record at the close of business 
on the relevant Regular Record Dates referred to on the face hereof, all as     
provided in the Indenture.]                                                     

[If applicable, insert--The Securities of this series are subject to  
redemption upon not less than 30 days' notice by mail, (1) on in any year       
commencing with the year and ending with the year through operation of the      
sinking fund for this series at the Redemption Prices for redemption through    
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after ], as a whole or 
in part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages  
of the principal amount) set forth in the table below: If redeemed during the   
12-month period beginning of the years indicated,                               

                    Redemption Price            Redemption Price For
                     For Redemption             Redemption Otherwise
                    Through Operation           Than Through Operation
Year              of the Sinking Fund           of the Sinking Fund 
 ----              -------------------          ----------------------

and thereafter at a Redemption Price equal to % of the principal amount,        
together in the case of any such redemption (whether through operation of the   
sinking fund or otherwise) with accrued interest to the Redemption Date, but    
interest installments whose Stated Maturity is on or prior to such Redemption   
Date will be payable to the Holders of such Securities, or one or more          
Predecessor Securities, of record at the close of business on the relevant      
Record Date referred to on the face hereof, all as provided in the Indenture.]  

    [Notwithstanding the foregoing, the Company may not, prior to , redeem any
Securities of this series as contemplated by [Clause (2) of] the preceding      
paragraph as a part of, of in anticipation of, any refunding operation by the   
application, directly or indirectly, of moneys borrowed having an interest cost 
to the Company (calculated in accordance with generally accepted financial      
practice) of less than % per annum.]                                            

  [The sinking fund for this series provides for the redemption on in each
year beginning with the year and ending with the year of [not less than] $      
[("mandatory sinking fund") and not more than $ ] aggregate principal amount of 
Securities of this series. [Securities of this series acquired or redeemed by   
the Company otherwise than through [mandatory] sinking fund payments may be     
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made.]                                                                    

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in   
the name of the Holder hereof upon the cancellation hereof.                     

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   [If the Security is not an Original Issue Discount Security,--If an Event
of Default with respect to Securities of this series shall occur and be         
continuing, the principal of the Securities of this series may be declared due  
and payable in the manner and with the effect provided in the Indenture.]       

  [If the Security is an Original Issue Discount Security,--If an Event of
Default with respect to the Securities of this series shall occur and be        
continuing, an amount of principal of the Securities of this series may be      
declared due and payable in the manner and with the effect provided in the      
Indenture. Such amount shall be equal to--insert formula for determining the    
amount. Upon payment (i) of the amount of principal so declared due and payable 
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),  
all of the Company's obligations in respect of the payment of the principal of  
and interest, if any, on the Securities of this series shall terminate.]        

 The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Company and the rights of the Holders of the Securities of each series to be    
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the       
Securities at the time Outstanding of each series to be affected, voting        
together as a single class. The Indenture also contains provisions permitting   
the Holders of specified percentages in aggregate principal amount of the       
Securities of each series at the time Outstanding, on behalf of the Holders of  
all Securities of such series, to waiver compliance by the Company with certain 
provisions of the Indenture and certain past defaults under the Indenture and   
their consequences. Any such consent or waiver by the Holder of this Security   
shall be conclusive and binding upon such Holder and upon all future Holders of 
this Security and of any Security issued upon the registration of transfer      
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.                                   

   No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is  
absolute and unconditional, to pay the principal of (and premium, if any) and   
interest on this Security at the times, place and rate, and in the coin or      
currency, herein prescribed.                                                    

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,   
upon surrender of this Security for registration of transfer at the office or   
agency of the Company in any place where the principal of (and premium, if any) 
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the      
Security Registrar duly executed by, the Holder hereof or his attorney duly     
authorized in writing, and thereupon one or more new Securities of this series, 
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.                             

    The Securities of this series are issuable only in registered form without
coupons in denominations of $ and any integral multiple thereof. As provided in 
the Indenture and                                                               

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subject to certain limitations therein set forth, Securities of this series are 
exchangeable for a like aggregate principal amount of Securities of this series 
of a different authorized denomination, as requested by the Holder surrendering 
the same.                                                                       

  No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the  
Person in whose name this Security is registered as the owner hereof for all    
purposes, whether or not this Security be overdue, and neither the Company, the 
Trustee nor any such agent shall be affected by notice to the contrary.         

  All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.                            

[If the Security has the benefit of one or more Guarantees, insert the
Notation of Guarantee here, signed by each Guarantor.]                          

Section 204. Form of Trustee's Certificate of Authentication.         

    This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.                                              

       THE BANK OF NEW YORK,
  as Trustee

By:           
                                     -------------------------------------------
                                  Authorized Signatory

 ARTICLE THREE

THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.                    

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.                                    

The Securities may be issued in one or more series. These shall be    
established in or pursuant to a Board Resolution, and set forth in an Officers' 
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,                                    

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          (1) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);              

          (2) any limit upon the aggregate principal amount of the Securities of
  the series which may be authenticated and delivered under this Indenture
 (except for Securities authenticated and delivered upon registration of
 transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1107);               

         (3) the date or dates on which the principal of the Securities of the
series is payable;                                                    

          (4) the rate or rates at which the Securities of the series shall bear
    interest, if any, the date or dates from which such interest shall accrue,
    the Interest Payment Dates on which such interest shall be payable and the
    Regular Record Date for the interest payable on any Interest Payment Date;

  (5) the place or places, if any, in addition to the Borough of
  Manhattan, The City of New York, where the principal of (and premium, if
any) and interest on Securities of the series shall be payable;       

        (6) the period or periods within which, the price or prices at which
 and the terms and conditions upon which Securities of the series may be
  redeemed or purchased, in whole or in part, at the option of the Company
and/or the Holder thereof;                                            

       (7) whether the Securities of such series shall have the benefit of
any Guarantors, and if so, the name or names of the Guarantors;       

    (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or other provision or
   at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which  
 Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;                                    

       (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be 
issuable;                                                             

       (10) if other than the principal amount thereof, the portion of the
  principal amount of Securities of the series which shall be payable upon
 declaration of acceleration of the Maturity thereof pursuant to Section
502; and                                                              

(11) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).                  

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     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such  
Board Resolution and set forth in such Officers' Certificate or in any such     
indenture supplemental hereto.                                                  

     At the option of the Company, interest on the Securities of any series that
bears interest may be paid by mailing a check to the address of the person      
entitled thereto as such address shall appear in the Securities Register.       

    If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be  
certified by the Secretary or an Assistant Secretary of the Company and         
delivered to the Trustee at or prior to the delivery of the Officers'           
Certificate setting forth the terms of the series.                              

Section 302. Denominations.                                           

    The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section  
301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of     
$1,000 and any integral multiple thereof.                                       

Section 303. Execution, Authentication, Delivery and Dating.          

   The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, one of its Vice       
Chairmen, its Chief Financial Officer, its Treasurer or one of its Vice         
Presidents, attested by its Secretary or one of its Assistant Secretaries. The  
signature of any of these officers on the Securities may be manual or facsimile.

 Securities bearing the manual or facsimile signature of individuals who
were at any time the proper officers of the Company shall bind the Company,     
notwithstanding that such individuals or any of them have ceased to hold such   
offices prior to the authentication and delivery of such Securities or did not  
hold such offices at the date of such Securities.                               

    At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the     
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance   
with the Company Order and subject to the provisions hereof shall authenticate  
and deliver such Securities. If the form or terms of the Securities of the      
series have been established in or pursuant to one or more Board Resolutions as 
permitted by Sections 201 and 301, in authenticating such Securities, and       
accepting the additional responsibilities under this Indenture in relation to   
such Securities, the Trustee shall be entitled to receive, and (subject to      
Section 601) shall be fully protected in relying upon, an Opinion of Counsel    
stating,                                                                        

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          (a) if the form of such Securities has been established by or pursuant
  to Board Resolution as permitted by Section 201, that such form has been
established in conformity with the provisions of this Indenture;      

   (b) if the terms of such Securities have been established by or
   pursuant to Board Resolution as permitted by Section 301, that such terms
    have been established in conformity with the provisions of this Indenture;
and                                                                   

        (c) that all conditions precedent to the authentication and delivery
   of such Securities have been complied with and that such Securities, when
     authenticated and delivered by the Trustee and issued by the Company in the
    manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and legally binding obligations of the Company, 
enforceable in accordance with their terms, subject to bankruptcy,    
     insolvency, reorganization and other laws of general applicability relating
    to or affecting the enforcement of creditors' rights and to general equity
principles.                                                           

If such form or terms have been so established, the Trustee shall not be        
required to authenticate such Securities if the issue of such Securities        
pursuant to this Indenture will affect the Trustee's own rights, duties or      
immunities under the Securities and this Indenture or otherwise in a manner     
which is not reasonably acceptable to the Trustee.                              

Each Security shall be dated the date of its authentication.          

 No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a    
certificate of authentication substantially in the form provided for herein     
executed by the Trustee by manual signature of one of its authorized officers or
executed by an Authenticating Agent by manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,  
and the only evidence, that such Security has been duly authenticated and       
delivered hereunder and is entitled to the benefits of this Indenture.          

Section 304. Temporary Securities.                                    

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver, 
temporary Securities which are printed, lithographed, typewritten, mimeographed 
or otherwise produced, in any authorized denomination, substantially of the     
tenor of the definitive Securities in lieu of which they are issued and with    
such appropriate insertions, omissions, substitutions and other variations as   
the officers executing such Securities may determine, as evidenced by their     
execution of such Securities.                                                   

  If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay. 
After the preparation of definitive Securities of such series, the temporary    
Securities of such series                                                       

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shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company  
in a Place of Payment for that series, without charge to the Holder. Upon       
surrender for cancellation of any one or more temporary Securities of any series
the Company shall execute and the Trustee shall authenticate and deliver in     
exchange therefor a like principal amount of definitive Securities of the same  
series of authorized denominations. Until so exchanged the temporary Securities 
of any series shall in all respects be entitled to the same benefits under this 
Indenture as definitive Securities of such series.                              

Section 305. Registration, Registration of Transfer and Exchange.     

    The Company shall cause to be kept at the office of the Security Registrar
designated pursuant to this Section 305 or Section 1002 a register (being the   
combined register of the Security Registrar and of all offices and agencies     
maintained or designated pursuant to Section 1002 as places were Securities may 
be surrendered for registration of transfer or exchange and being herein        
sometimes collectively referred to as "Security Register") in which, subject to 
such reasonable regulations as it may prescribe, the Company shall provide for  
the registration of Securities and of transfers of Securities. The Trustee is   
hereby initially appointed Security Registrar for the purpose of registering    
Securities and transfers of Securities as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to examine
the Security Register as all reasonable times.                                  

   Upon surrender for registration of transfer of any Security of any series
at the office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the     
designated transferee or transferees, one or more new Securities of the same    
series, of any authorized denominations and of a like aggregate principal amount
bearing a number not contemporaneously outstanding and containing identical     
terms and provisions.                                                           

    At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a   
like aggregate principal amount, upon surrender of the Securities to be         
exchanged at such office or agency. Whenever any Securities are so surrendered  
for exchange, the Company shall execute, and the Trustee shall authenticate and 
deliver, the Securities which the Holder making the exchange is entitled to     
receive.                                                                        

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same   
debt, and entitled to the same benefits under this Indenture, as the Securities 
surrendered upon such registration of transfer or exchange.                     

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed, 
or be accompanied by a written instrument of transfer in form satisfactory to   
the Company and the Security Registrar duly executed, by the Holder thereof or  
its, his or her attorney duly authorized in writing.                            

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No service charge shall be made for any registration of transfer or   
exchange of Securities, but the Company may require payment of a sum sufficient 
to cover any tax or other governmental charge that may be imposed in connection 
with any registration of transfer or exchange of Securities, other than         
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.      

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of   
business 15 days before the day of the mailing of a notice of redemption of     
Securities of that series selected for redemption under Section 1103 and ending 
at the close of business on the day of such mailing, or (ii) to register the    
transfer of or exchange any Security so selected for redemption in whole or in  
part, except the unredeemed portion of any Security being redeemed in part.     

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.        

    If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a   
new Security of the same series and of like tenor and principal amount and      
bearing a number not contemporaneously outstanding.                             

    If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)   
such security or indemnity as may be required by them to save each of them and  
any agent of either of them harmless, then, in the absence of notice to the     
Company or the Trustee that such Security has been acquired by a bona fide      
purchaser, the Company shall execute and upon its request the Trustee shall     
authenticate and deliver, in lieu of any such destroyed, lost or stolen         
Security, a New Security of the same series and of like tenor and principal     
amount and bearing a number not contemporaneously outstanding.                  

   In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,       
instead of issuing a new Security, pay such Security.                           

   Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental  
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.                      

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional  
contractual obligation of the Company, whether or not the destroyed, lost or    
stolen Security shall be at any time enforceable by anyone, and shall be        
entitled to all the benefits of this Indenture equally and proportionately with 
any and all other Securities of that series duly issued hereunder.              

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 The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or 
payment of mutilated, destroyed, lost or stolen Securities.                     

Section 307. Payment of Interest; Interest Rights Preserved.          

   Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose 
name that Security (or one or more Predecessor Securities) is registered at the 
close of business on the Regular Record Date for such interest.                 

 Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein      
called "Defaulted Interest") shall forthwith cease to be payable to the Holder  
on the relevant Regular Record Date by virtue of having been such Holder, and   
such Defaulted Interest may be paid by the Company, at its election in each     
case, as provided in Clause (1) or (2) below:                                   

          (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their    
    respective Predecessor Securities) are registered at the close of business
    on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the  
    Trustee in writing of the amount of Defaulted Interest proposed to be paid
   on each Security of such series and the date of the proposed payment, and
  at the same time the Company shall deposit with the Trustee an amount of
    money equal to the aggregate amount proposed to be paid in respect of such
   Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
  deposited to be held in trust for the benefit of the Persons entitled to
   such Defaulted Interest as in this Clause provided. Thereupon the Trustee
    shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall  
  promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed 
    payment of such Defaulted Interest and the Special Record Date therefor to
 be mailed, first-class postage prepaid, to each Holder of Securities of
such series at its, his or her address as it appears in the Security  
   Register, not less than 10 days prior to such Special Record Date. Notice
   of the proposed payment of such Defaulted Interest and the Special Record
    Date therefor having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series (or their 
    respective Predecessor Securities) are registered at the close of business
    on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).                                                 

     (2) The Company may make payment of any Defaulted Interest on the
   Securities of any series in any other lawful manner not inconsistent with
the requirements of any                                               

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   securities exchange on which such Securities may be listed, and upon such
   notice as may be required by such exchange, if, after notice given by the
 Company to the Trustee of the proposed payment pursuant to this Clause,
such manner of payment shall be deemed practicable by the Trustee.    

Subject to the foregoing provisions of this Section, each Security    
delivered under this Indenture upon registration of transfer of or in exchange  
for or in lieu of any other Security shall carry the rights to interest accrued 
and unpaid, and to accrue, which were carried by such other Security.           

Section 308. Persons Deemed Owners.                                   

  Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the  
Person in whose name such Security is registered as the owner of such Security  
for the purpose of receiving payment of principal of (and premium, if any) and  
(subject to Section 307) interest on such Security and for all other purposes   
whatsoever, whether or not such Security be overdue, and neither the Company,   
the Trustee nor any agent of the Company or the Trustee shall be affected by    
notice to the contrary.                                                         

Section 309. Cancellation.                                            

     All Securities surrendered directly to the Trustee for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund     
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities surrendered directly to the Trustee for 
any such purpose shall be promptly canceled by it. The Company may at any time  
deliver to the Trustee for cancellation any Securities previously authenticated 
and delivered hereunder which the Company may have acquired in any manner       
whatsoever, and all Securities so delivered shall be promptly canceled by the   
Trustee. No Securities shall be authenticated in lieu of or in exchange for any 
Securities canceled as provided in this Section, except as expressly permitted  
by this Indenture. All canceled Securities held by the Trustee shall be disposed
of as in accordance with the Trustee's practices.                               

Section 310. Computation of Interest.                                 

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on   
the basis of a 360-day year of twelve 30-day months.                            

Section 311. Calculation of Original Issue Discount.                  

The Company shall file with the Trustee promptly at the end of each   
calendar year (i) a written notice specifying the amount of original issue      
discount (including daily rates and accrual periods) accrued on Outstanding     
Securities as of the end of such year and (ii) such other                       

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specific information relating to such original issue discount as may then be    
relevant under the Internal Revenue Code of 1986, as amended from time to time. 
Section 312. CUSIP Numbers.                                                     

The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices 
of redemption as a convenience to Holders; provided that any such notice may    
state that no representation is made as to the correctness of such numbers      
either as printed on the Securities or as contained in any notice of a          
redemption and that reliance may be placed only on the other identification     
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify  
the Trustee of any change in the "CUSIP" numbers.                               

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.                 

 This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of   
Securities herein expressly provided for), and the Trustee, on demand of and at 
the expense of the Company, shall execute proper instruments acknowledging      
satisfaction and discharge of this Indenture, when                              

(1) either                                                  

               (A) all Securities theretofore authenticated and delivered (other
     than (i) Securities which have been destroyed, lost or stolen and
        which have been replaced or paid as provided in Section 306 and (ii)
        Securities for whose payment money has theretofore been deposited in
       trust or segregated and held in trust by the Company and thereafter
       repaid to the Company or discharged from such trust, as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

              (B) all such Securities not theretofore delivered to the Trustee
for cancellation                                            

(i) have become due and payable, or     

                 (ii) will become due and payable at their Stated Maturity
within one year, or                               

                  (iii) if redeemable at the option of the Company are to be
      called for redemption within one year under arrangements
satisfactory to the                               

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              Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,     

 and the Company, in the case of (i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
       trust for the purpose an amount sufficient to pay and discharge the
       entire indebtedness on such Securities not theretofore delivered to
         the Trustee for cancellation, for principal (and premium, if any) and
         interest to the date of such deposit (in the case of Securities which
        have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;                                   

        (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and                                         

         (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent 
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.                                    

In the event there are Securities of two or more series hereunder, the Trustee  
shall be required to execute an instrument acknowledging satisfaction and       
discharge of this Indenture only if requested to do so with respect to          
Securities of all series as to which it is Trustee and if the other conditions  
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such  
instruments from all Trustees hereunder.                                        

Notwithstanding the satisfaction and discharge of this Indenture, the 
obligations of the Company to the Trustee under Section 607, or to any          
Authenticating Agent under Section 614 and, if money shall have been deposited  
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the   
obligations of the Trustee under Sections 404, 406, 607 and the last paragraph  
of Section 1003 shall survive.                                                  

    Section 402. Additional Provisions Regarding Legal Defeasance and Covenant
Defeasance.                                                                     

   (a) Subject to this Section 402(b) and Section 403 hereof, the Company at
any time may terminate, with respect to the Securities of any series, (i) all of
its obligations and all of the obligations of each Guarantor under such         
Securities and this Indenture (the "legal defeasance option") or (ii) its       
obligations under Sections 1004, 1005, 1006, 1007 and 1008 hereof, the operation
of Sections 501(4) and Article Eight hereof and any other terms applicable to   
such series pursuant to a related Board Resolution, Officers' Certificate or    
supplemental indenture (unless such terms provide specifically to the contrary  
("Other Applicable Terms")) (the "covenant defeasance option"). The Company may 
exercise its legal defeasance option notwithstanding its prior exercise of its  
covenant defeasance option.                                                     

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If the Company exercises its legal defeasance option, payment of the  
Securities of the applicable series may not be accelerated because of an Event  
of Default. If the Company exercises its covenant defeasance option, payment of 
the Securities of the applicable series may not be accelerated because of an    
Event of Default specified in Section 501(4) or because of the failure of the   
Company to comply with Sections 1004, 1005, 1006, 1007, 1008 or Article Eight   
hereof or any Other Applicable Terms. If the Company exercises its legal        
defeasance option, each Guarantor, if any, shall be released from all its       
obligations under its Guarantee.                                                

  Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those    
obligations that the Company terminates.                                        

(b) Notwithstanding clause (a) of this Section 402, the Company's     
obligations in Sections 305, 306, 404, 406, 407, 607, 609, 610, 614, 1001, 1002 
and 1003 hereof shall survive until the Securities of the applicable series have
been paid in full. Thereafter, the Company's obligations in Sections 404, 406,  
607 and the last paragraph of Section 1003 hereof shall survive.                

Section 403. Conditions to Defeasance.                                

The Company may exercise its legal defeasance option or its covenant  
defeasance option only if:                                                      

        (1) the Company irrevocably deposits with the Trustee, in trust, for
     the benefit of the Holders of the Securities of the applicable series, cash
  in U.S. dollars, non-callable Government Securities, or a combination of
    cash in U.S. dollars and non-callable Government Securities, in amounts as
will be sufficient, in the opinion of a nationally recognized firm of 
independent public accountants, to pay (without consideration of any  
 reinvestment of interest) the principal of, or interest and premium, if
   any, on the outstanding Securities of the applicable series on the Stated
    Maturity or on the applicable redemption date, as the case may be, and the
  Company must specify whether the Securities of the applicable series are
being defeased to maturity or to a particular redemption date;        

   (2) in the case of the legal defeasance option, the Company has
    delivered to the Trustee an Opinion of Counsel (with customary assumptions
  and exceptions) reasonably acceptable to the Trustee confirming that (a)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (b) since the date of this Indenture, there has
   been a change in the applicable federal income tax law, in either case to
 the effect that, and based thereon such Opinion of Counsel will confirm
  that, the Holders of the outstanding Securities of the applicable series
    will not recognize income, gain or loss for federal income tax purposes as
 a result of such legal defeasance option and will be subject to federal
     income tax on the same amounts, in the same manner and at the same times as
    would have been the case if such legal defeasance option had not occurred;
provided that this clause (2) shall not apply in the case of any legal
   defeasance option occurring within one year of the Stated Maturity of the
Securities of the applicable                                          

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   series or after such time as all outstanding Securities of the applicable
series have been called for redemption in accordance with Section 1102
hereof;                                                               

  (3) in the case of covenant defeasance option, the Company has
    delivered to the Trustee an Opinion of Counsel (with customary assumptions
  and exceptions) reasonably acceptable to the Trustee confirming that the
 Holders of the outstanding Securities of the applicable series will not
    recognize income, gain or loss for federal income tax purposes as a result
  of such covenant defeasance option and will be subject to federal income
    tax on the same amounts, in the same manner and at the same times as would
 have been the case if such covenant defeasance option had not occurred;
   provided that this clause (3) shall not apply in the case of any covenant
   defeasance option occurring within one year of the Stated Maturity of the
   Securities of the applicable series or after such time as all outstanding
Securities of the applicable series have been called for redemption in
accordance with Section 1102 hereof;                                  

        (4) no Default or Event of Default has occurred and is continuing on
 the date of such deposit (other than a Default or Event of Default with
respect to the applicable series of Securities only resulting from the
procurement of funds to be applied to such deposit) and any related   
incurrence of a mortgage or mortgages (as defined in Section 1005);   

       (5) such legal defeasance option or covenant defeasance option will
   not result in a breach or violation of, or constitute a default under any
material agreement or instrument to which the Company or any of its   
    Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound;                                                             

    (6) the Company delivers to the Trustee an Officers' Certificate
 stating that the deposit was not made by the Company with the intent of
preferring the Holders of Securities of the applicable series over the
 other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding the Company's creditors or others; and         

        (7) the Company delivers to the Trustee an Officers' Certificate and
    an Opinion of Counsel, each stating that all conditions precedent relating
    to the legal defeasance option or the covenant defeasance option have been
complied with.                                                        

Section 404. Application of Trust Money.                              

The Trustee shall hold in trust cash in U.S. dollars or non-callable  
Government Securities deposited with it pursuant to this Article Four. It shall 
apply the deposited money and the money from non-callable Government Securities 
through the Paying Agent and in accordance with this Indenture to the payment of
principal of, and interest and premium, if any, on, the Securities of the       
applicable series.                                                              

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Section 405. Repayment to Company.                                    

  The Trustee and the Paying Agent shall promptly turn over to the Company
upon written request therefor any excess money or securities held by them at any
time.                                                                           

Subject to any applicable abandoned property law, the Trustee and the 
Paying Agent shall pay to the Company upon written request therefor any money   
held by them for the payment of principal, interest or premium that remains     
unclaimed for two years, and, thereafter, holders of Securities of the          
applicable series entitled to such money must look to the Company for payment as
general creditors.                                                              

Section 406. Indemnity for Government Securities.                     

    The Company shall pay and shall indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against deposited non-callable Government
Securities or the principal and interest received on such non-callable          
Government Securities.                                                          

Section 407. Reinstatement.                                           

    If the Trustee or Paying Agent is unable to apply any cash in U.S. dollars
or non-callable Government Securities in accordance with this Article Four by   
reason of any legal proceeding or by reason of any order or judgment of any     
court or governmental authority enjoining, restraining or otherwise prohibiting 
such application, the Company's obligations with respect to the Securities of   
the applicable series under this Indenture and such Securities shall be revived 
and reinstated as though no deposit had occurred pursuant to this Article Four  
until such time as the Trustee or Paying Agent is permitted to apply all such   
cash in U.S. dollars or non-callable Government Securities in accordance with   
this Article Four; provided, however, that if the Company has made any payment  
of interest on or principal of any such Securities because of the reinstatement 
of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the cash in U.S. dollars or     
non-callable Government Securities held by the Trustee or Paying Agent.         

ARTICLE FIVE

REMEDIES

Section 501. Events of Default.                                       

   "Event of Default", whether used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such     
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):      

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        (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
a period of 30 days; or                                               

       (2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or                   

       (3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or                     

          (4) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a 
   default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this  
  Indenture solely for the benefit of series of Securities other than that
    series), and continuance of such default or breach for a period of 60 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities of that series a
 written notice specifying such default or breach and requiring it to be
   remedied and stating that such notice is a "Notice of Default" hereunder;
or                                                                    

        (5) a decree or order by a court having jurisdiction in the premises
 shall have been entered granting relief in respect of the Company in an
     involuntary proceeding against the Company under any applicable bankruptcy,
insolvency or other similar applicable Federal or State law now or    
hereafter in effect, or appointing a receiver, liquidator, assignee,  
    trustee, sequestrator (or other similar official) of the Company or of all
    or substantially all of its property, or for the winding up or liquidation
   of its affairs, and such decree or order shall have remained in force and
unstayed for a period of 90 consecutive days; or                      

    (6) the Company shall institute proceedings for relief under any
  applicable bankruptcy, insolvency or other similar applicable Federal or
   State law now or hereafter in effect, or shall consent to the institution
    of any such proceedings against it, or shall consent to the appointment of
   a receiver, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Company or of all or substantially all of its property, or
  shall make an assignment for the benefit of creditors, or shall admit in
 writing its inability to pay its debts generally as they become due, or
     corporate action shall be taken by the Company in furtherance of any of the
aforesaid purposes; or                                                

         (7) any other Event of Default provided with respect to Securities of
that series.                                                          

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Section 502. Acceleration of Maturity; Rescission and Annulment.      

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% of principal amount of the Outstanding Securities  
of that series may declare the principal amount (or, if the Securities of that  
series are Original Issue Discount Securities, such portion of the principal    
amount as may be specified in the terms of that series) of all of the Securities
of that series to be due and payable immediately, by a notice in writing to the 
Company (and to the Trustee if given by Holders), and upon any such declaration 
such principal amount (or specified amount) shall become immediately due and    
payable.                                                                        

At any time after such a declaration of acceleration with respect to  
Securities of any series has been made and before a judgment or decree for      
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the          
Outstanding Securities of that series, by written notice to the Company and the 
Trustee, may rescind and annul such declaration and its consequences if         

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay                                                     

        (A) all overdue interest on all Securities of that series,

              (B) the principal of (and premium, if any, on) any Securities of
        that series which have become due otherwise than by such declaration
        of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities,                                

        (C) to the extent that payment of such interest is lawful,
  interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and                            

            (D) all sums paid or advanced by the Trustee hereunder and the
        reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;                            

and                                                                   

        (2) all Events of Default with respect to Securities of that series,
  other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
cured or waiver as provided in Section 513.                           

No such rescission shall affect any subsequent default or impair any right      
consequent thereon.                                                             

Section 503. Collection of Indebtedness and Suits for Enforcement by  
Trustee.                                                                        

The Company covenants that if                                         

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      (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
period of 30 days, or                                                 

          (2) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof,                        

the Company will, upon demand of the Trustee, pay to it, for the benefit of the 
Holders of such Securities, the whole amount then due and payable on such       
Securities for principal (and premium, if any) and interest and, to the extent  
that payment of such interest shall be legally enforceable, interest on any     
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such 
further amount as shall be sufficient to cover the costs and expenses of        
collection, including the reasonable compensation, expenses, disbursements and  
advances of the Trustee, its agents and counsel.                                

  If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a    
judicial proceeding for the collection of the sums so due and unpaid, may       
prosecute such proceeding to judgment or final decree and may enforce the same  
against the Company or any other obligor upon such Securities and collect the   
moneys adjudged or decreed to be payable in the manner provided by law out of   
the property of the Company or any other obligor upon such Securities, wherever 
situated.                                                                       

    If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce 
its rights and the rights of the Holders of Securities of such series by such   
appropriate judicial proceedings as the Trustee shall deem most effectual to    
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power  
granted herein, or to enforce any other proper remedy.                          

Section 504. Trustee May File Proofs of Claim.                        

In case of the pendency of any receivership, insolvency, liquidation, 
bankruptcy, reorganization, arrangement, adjustment, composition or other       
judicial proceeding relative to the Company or any other obligor upon the       
Securities or the property of the Company or of such other obligor or their     
creditors, the Trustee (irrespective of whether the principal of the Securities 
shall then be due and payable as therein expressed or by declaration or         
otherwise and irrespective of whether the Trustee shall have made any demand on 
the Company for the payment of overdue principal or interest) shall be entitled 
and empowered, by intervention in such proceeding or otherwise,                 

        (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
 in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the  
Trustee, its agents and counsel) and of the Holders allowed in such   
judicial proceeding; and                                              

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       (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;            

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or     
other similar official in any such judicial proceeding is hereby authorized by  
each Holder to make such payments to the Trustee and, in the event that the     
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.                                      

Nothing herein contained shall be deemed to authorize the Trustee to  
authorize or consent to or accept or adopt on behalf of any Holder any plan of  
reorganization, arrangement, adjustment or composition affecting the securities 
or the rights of any Holder thereof or to authorize the Trustee to vote in      
respect of the claim of any Holder in any such proceeding.                      

   Section 505. Trustee May Enforce Claims Without Possession of Securities.

    All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the  
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as   
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and     
advances of the Trustee, its agents and counsel, be for the ratable benefit of  
the Holders of the Securities in respect of which such judgment has been        
recovered.                                                                      

Section 506. Application of Money Collected.                          

Any money collected by the Trustee pursuant to this Article shall be  
applied in the following order, at the date or dates fixed by the Trustee and,  
in case of the distribution of such money on account of principal (or premium,  
if any) or interest, upon presentation of the Securities and the notation       
thereon of the payment if only partially paid and upon surrender thereof if     
fully paid:                                                                     

      FIRST: To the payment of all amounts due the Trustee under Section
607; and                                                              

 SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Securities in  
     respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the 
   amounts due and payable on such Securities for principal (and premium, if
any) and interest, respectively.                                      

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Section 507. Limitation on Suits.                                     

   No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for   
the appointment of a receiver or trustee, or for any other remedy hereunder,    
unless                                                                          

         (1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that  
series;                                                               

   (2) the Holders of not less than 25% in principal amount of the
  Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;                                    

     (3) such Holder or Holders have offered to the Trustee reasonably
     satisfactory to it indemnity against the costs, expenses and liabilities to
be incurred in compliance with such request;                          

         (4) the Trustee for 60 days after its receipt of such notice, request
 and offer of indemnify has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
  to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;        

it being understood and intended that no one or more of such Holders of such    
series shall have any right in any manner whatever by virtue of, or by availing 
of, any provision of this Indenture to affect, disturb or prejudice the rights  
of any other of such Holders or Holders of any other series, or to obtain or to 
seek to obtain priority or preference over any other of such Holders or to      
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.                       

   Section 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest.                                                                   

  Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive  
payment of the principal of (and premium, if any) and (subject to Section 307)  
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to         
institute suit for the enforcement of any such payment, and such rights shall   
not be impaired without the consent of such Holder.                             

Section 509. Restoration of Rights and Remedies.                      

   If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued  
or abandoned for any                                                            

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reason, or has been determined adversely to the Trustee or to such Holder, then 
and in every such case, subject to any determination in such proceeding, the    
Company, the Trustee and the Holders shall be restored severally and            
respectively to their former positions hereunder and thereafter all rights and  
remedies of the Trustee and the Holders shall continue as though no such        
proceeding had been instituted.                                                 

Section 510. Rights and Remedies Cumulative.                          

    Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to  
the Holders is intended to be exclusive of any other right or remedy, and every 
right and remedy shall, to the extent permitted by law, be cumulative and in    
addition to every other right and remedy given hereunder or now or hereafter    
existing at law or in equity or otherwise, unless otherwise limited herein. The 
assertion or employment of any right or remedy hereunder or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or
remedy.                                                                         

Section 511. Delay or Omission Not Waiver.                            

   No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right to remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an  
acquiescence therein. Every right and remedy given by this Article or by law to 
the Trustee or to the Holders may be exercised from time to time, and as often  
as may be deemed expedient, by the Trustee or by the Holders, as the case may   
be.                                                                             

Section 512. Control by Holders.                                      

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of      
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of  
such series; provided that, subject to the provisions of Section 601, the       
Trustee shall have the right to decline to follow any such direction if the     
Trustee being advised by counsel shall determine that the action so directed may
not lawfully be taken, or if the Trustee in good faith shall, by a responsible  
officer or officers of the Trustee, determine that the proceeding so directed   
would be illegal or involve it in personal liability or would be unduly         
prejudicial to the rights of other Holders, and provided, further, that nothing 
in this Indenture shall impair the right of the Trustee in its discretion to    
take any action deemed proper by the Trustee and which is not inconsistent with 
such direction.                                                                 

Section 513. Waiver of Past Defaults.                                 

The Holders of not less than a majority in principal amount of the    
Outstanding Securities of any series may on behalf of the Holders of all the    
Securities of such series waive any past default                                

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hereunder with respect to such series and its consequences, except a default    

  (1) in the payment of the principal of (or premium, if any) or
interest on any Security of such series, or                           

        (2) in respect of a covenant or provision hereof which under Article
 Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.                    

   Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose 
of this Indenture; but no such waiver shall extend to any subsequent or other   
default or impair any right consequent thereon.                                 

Section 514. Undertaking for Costs.                                   

 All parties to this Indenture agree, and each Holder of any Security by
its, his or her acceptance thereof shall be deemed to have agreed, that any     
court may in its discretion require, in any suit for the enforcement of any     
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party     
litigant in such suit of an undertaking to pay the costs of such suit, and that 
such court may in its discretion assess reasonable costs, including reasonable  
attorneys' fees, against any party litigant in such suit, having due regard to  
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any   
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,  
if any) or interest on any Security on or after the Stated Maturity or          
Maturities expressed in such Security (or, in the case of redemption, on or     
after the Redemption Date).                                                     

Section 515. Waiver of Stay or Extension Laws.                        

  The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,   
now or at any time hereafter in force, which may affect the covenants or the    
performance of this Indenture; and the Company (to the extent that it may       
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Trustee, but will suffer and permit the exercise of every 
such power as though no such law had been enacted.                              

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 ARTICLE SIX

 THE TRUSTEE

Section 601. Certain Duties and Responsibilities.                     

(a) Except as provided by subsection (b) of this Section,             

          (1) the Trustee undertakes to perform such duties and only such duties
   as are specifically set forth in this Indenture, and no implied covenants
   or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
    the opinions expressed therein, upon certificates or opinions furnished to
  the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
be under a duty to examine the same to determine whether or not they  
conform to the requirements of this Indenture.                        

    (b) In case an Event of Default with respect to Securities of a series has
occurred and is continuing, the Trustee shall exercise with respect to          
Securities of such series such of the rights and powers vested in it by this    
Indenture, and use the same degree of care and skill in their exercise, as a    
prudent man would exercise or use under the circumstances in the conduct of his 
own affairs.                                                                    

(c) No provision of this Indenture shall be construed to relieve the  
Trustee from liability for its own negligent action, its own negligent failure  
to act, or its own willful misconduct, except that                              

     (1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;                                       

         (2) the Trustee shall not be liable for any error of judgment made in
 good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;            

        (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in principal amount of the Outstanding   
Securities of any series, relating to the time, method and place of   
conducting any proceeding for any remedy available to the Trustee, or 
exercising any trust or power conferred upon the Trustee, under this  
Indenture with respect to the Securities of such series; and          

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          (4) no provision of this Indenture shall require the Trustee to expend
 or risk its own funds or otherwise incur any financial liability in the
  performance of any of its duties hereunder, or in the exercise of any of
 its rights or powers, if it shall have reasonable grounds for believing
 that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.                            

   (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording    
protection to the Trustee shall be subject to the provisions of this Section.   

Section 602. Notice of Defaults.                                      

   Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all      
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund   
installment with respect to Securities of such series, the Trustee shall be     
protected in withholding such notice if and so long as the board of directors,  
the executive committee or a trust committee of directors or Responsible        
Officers of the Trustee in good faith determine that the withholding of such    
notice is in the interest of the Holders of Securities of such series; and      
provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to     
Holders shall be given until at least 30 days after the occurrence thereof; and 
provided, further, that in the case of any default of the character specified in
Section 501(1) with respect to Securities of such series, no such notice to     
Holders shall be given until after the lapse of any applicable grace period with
respect to such default. For the purpose of this Section, the term "default"    
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.                  

Section 603. Certain Rights of Trustee.                               

Subject to the provisions of Section 601:                             

          (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
  instrument, opinion, report, notice, request, direction, consent, order,
 bond, debenture, note, other evidence of indebtedness or other paper or
    document believed by it to be genuine and to have been signed or presented
by the proper party or parties;                                       

         (b) any request or direction of the Company mentioned herein shall be
  sufficiently evidenced by a Company Request or Company Order (other than
 delivery of any Security to the Trustee for authentication and delivery
   pursuant to Section 303 which shall be sufficiently evidenced as provided
   therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;                                      

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          (c) whenever in the administration of this Indenture the Trustee shall
   deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other 
evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, conclusively rely upon an Officers' Certificate;   

     (d) the Trustee may consult with counsel of its selection and the
     advice of such counsel or any Opinion of Counsel as to matters of law shall
    be full and complete authorization and protection in respect of any action
  taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;                                                              

       (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
  have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;                                       

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,    
  instrument, opinion, report, notice, request, direction, consent, order,
 bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
    or investigation into such facts or matters as it may see fit, and, if the
   Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the   
Company, personally or by agent or attorney; and                      

        (g) the Trustee may execute any of the trusts or powers hereunder or
 perform any duties hereunder either directly or by or through agents or
  attorneys and the Trustee shall not be responsible for any misconduct or
    negligence on the part of any agent or attorney appointed with due care by
it hereunder.                                                         

        (h) the Trustee shall not be deemed to have notice of any Default or
 Event of Default unless a Responsible Officer of the Trustee has actual
  knowledge thereof or unless written notice of any event which is in fact
    such a default is received by the Trustee at the Corporate Trust Office of
    the Trustee, and such notice references the Securities and this Indenture;

          (i) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
  are extended to, and shall be enforceable by, the Trustee in each of its
   capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and                                                 

     (j) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of   
     officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be                         

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     signed by any person authorized to sign an Officers' Certificate, including
  any person specified as so authorized in any such certificate previously
delivered and not superseded.                                         

Section 604. Not Responsible for Recitals or Issuance of Securities.  

   The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their 
correctness. The Trustee makes no representations as to the validity or         
sufficiency of this Indenture or of the Securities. The Trustee or any          
Authenticating Agent shall not be accountable for the use or application by the 
Company of Securities or the proceeds thereof.                                  

Section 605. May Hold Securities.                                     

The Trustee, any Authenticating Agent, any Paying Agent, any Security 
Registrar or any other agent of the Company, in its individual or any other     
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would  
have if it were not Trustee, Authenticating Agent, Paying Agent, Security       
Registrar or such other agent.                                                  

Section 606. Money Held in Trust.                                     

  Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no 
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company in writing.                                             

Section 607. Compensation and Reimbursement.                          

The Company agrees                                                    

          (1) to pay to the Trustee from time to time such compensation as shall
    be agreed upon by the Company and the Trustee for all services rendered by
   it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);  

       (2) except as otherwise expressly provided herein, to reimburse the
 Trustee upon its request for all reasonable expenses, disbursements and
   advances incurred or made by the Trustee in accordance with any provision
   of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
 disbursement or advance as may be attributable to its negligence or bad
faith; and                                                            

        (3) to indemnify the Trustee and any predecessor Trustee for, and to
 hold it harmless against, any loss, liability, damage, claim or expense
    including taxes (other than taxes based upon, measured by or determined by
the income of the Trustee) incurred                                   

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without negligence or bad faith on its part, arising out of or in     
 connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself against any
  claim whether asserted by the Company, any Holder or any other Person or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.                                           

  The obligations of the Company pursuant to this Section shall constitute
additional indebtedness hereunder, shall survive the satisfaction and discharge 
of this Indenture and resignation and removal of the Trustee, and shall be      
secured by a lien prior to that of the Securities upon all property and funds   
held or collected by the Trustee as such, except funds held in trust for the    
payment of principal of (or premium, if any) or interest on the Securities.     

Section 608. Disqualification; Conflicting Interests.                 

     The Trustee shall comply with the provisions of Section 310(b) of the Trust
Indenture Act. If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such 
interest or resign, to the extent and in the manner provided by, and subject to 
the provisions of, the Trust Indenture Act and this Indenture. To the extent    
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a 
conflicting interest by virtue of being a trustee under this Indenture with     
respect to Securities of more than one series.                                  

Section 609. Corporate Trustee Required; Eligibility.                 

There shall at all times be a Trustee hereunder which shall be a      
corporation organized and doing business under the laws of the United States of 
America, any State thereof or the District of Columbia, authorized under such   
laws to exercise corporate trust powers, having a combined capital and surplus  
of at least $50,000,000, and subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least    
annually, pursuant to law or to the requirements of said supervising or         
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and  
surplus as set forth in its most recent report of condition so published. If at 
any time the Trustee shall cease to be eligible in accordance with the          
provisions of this Section, it shall resign immediately in the manner and with  
the effect hereinafter specified in this Article. Neither the Company nor any   
person directly or indirectly controlling, controlled by, or under common       
control with the Company shall serve as Trustee upon any Securities.            

Section 610. Resignation and Removal; Appointment of Successor.       

(a) No resignation or removal of the Trustee and no appointment of a  
successor Trustee pursuant to this Article shall become effective until the     
acceptance of appointment by the successor Trustee in accordance with the       
applicable requirements of Section 611.                                         

  (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the      
instrument of acceptance by                                                     

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a successor Trustee required by Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the      
resigning Trustee may petition, at the expense of the Company, any court of     
competent jurisdiction at the expense of the Company for the appointment of a   
successor Trustee with respect to the Securities of such series.                

   (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the    
Outstanding Securities of such series, delivered to the Trustee and to the      
Company. If an instrument of acceptance by a successor Trustee shall not have   
been delivered to the Trustee within 30 days after the giving of such notice of 
removal, the Trustee being removed may petition, at the expense of the Company, 
any court of competent jurisdiction for the appointment of a successor Trustee  
with respect to the Securities of such series.                                  

(d) If at any time:                                                   

       (1) the Trustee shall fail to comply with Section 608 after written
   request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or                      

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
Holder, or                                                            

         (3) the Trustee shall become incapable of acting or shall be adjudged
 a bankrupt or insolvent or a receiver of the Trustee or of its property
  shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of          
rehabilitation, conservation or liquidation,                          

then, in any such case, (i) the Company by a Board Resolution may remove the    
Trustee with respect to all Securities, or (ii) subject to Section 514, any     
Holder who has been a bona fide Holder of a Security for at least six months    
may, on behalf of himself and all others similarly situated, petition any court 
of competent jurisdiction for the removal of the Trustee with respect to all    
Securities and the appointment of a successor Trustee or Trustees.              

    (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,    
shall promptly appoint a successor Trustee or Trustees with respect to the      
Securities of that or those series (it being understood that any such successor 
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable   
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with    
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series  
delivered to the Company and the retiring Trustee, the successor Trustee so     
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611,                                

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become the successor Trustee with respect to the Securities of such series and  
to that extent supersede the successor Trustee appointed by the Company. If no  
successor Trustee with respect to the Securities of any series shall have been  
so appointed by the Company or the Holders and accepted appointment in the      
manner required by Section 611, any holder who has been a bona fide Holder of a 
Security of such series for at least six months, may, on behalf of himself and  
all others similarly situated, petition any court of competent jurisdiction for 
the appointment of a successor Trustee with respect to the Securities of such   
series.                                                                         

   (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing     
written notice of such event by first-class mail, postage prepaid, to all       
Holders of Securities of such series as their names and addresses appear in the 
Security Register. Each notice shall include the name of the successor Trustee  
with respect to the Securities of such series and the address of its Corporate  
Trust Office.                                                                   

Section 611. Acceptance of Appointment by Successor.                  

(a) In case of the appointment hereunder of a successor Trustee with  
respect to all Securities, every such successor Trustee so appointed shall      
execute, acknowledge and deliver to the Company and to the retiring Trustee an  
instrument accepting such appointment, and thereupon the resignation or removal 
of the retiring Trustee shall become effective and such successor Trustee,      
without any further act, deed or conveyance, shall become vested with all the   
rights, powers, trusts and duties of the retiring Trustee; but, on the request  
of the Company or the successor Trustee, such retiring Trustee shall, upon      
payment of its charges, execute and deliver an instrument transferring to such  
successor Trustee all the rights, powers and trusts of the retiring Trustee and 
shall duly assign, transfer and deliver to such successor Trustee all property  
and money held by such retiring Trustee hereunder.                              

(b) In case of the appointment hereunder of a successor Trustee with  
respect to the Securities of one or more (but not all) series, the Company, the 
retiring Trustee and each successor Trustee with respect to the Securities of   
one or more series shall execute and deliver an indenture supplemental hereto   
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and      
confirm to, and to vest in, each successor Trustee all the rights, powers,      
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee rates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall      
contain such provisions as shall be deemed necessary or describable to confirm  
that all the rights, powers, trusts and duties of the retiring Trustee with     
respect to the Securities of that or those series as to which the retiring      
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be  
necessary to provide for or facilitate the administration of the trusts         
hereunder by more than one Trustee, it being understood that nothing herein or  
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts        
hereunder separate and apart from any trust or trusts hereunder administered by 
any                                                                             

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other such Trustee and that no Trustee shall be responsible for any notice given
to, or received by, or any act or failure to act on the part of any other       
Trustee hereunder, and upon the execution and delivery of such supplemental     
indenture the resignation or removal of the retiring Trustee shall become       
effective to the extent provided therein, such retiring Trustee shall with      
respect to the Securities of that or those series to which the appointment of   
such successor Trustee relates have no further responsibility for the exercise  
of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor Trustee without any
further act, deed or conveyance, shall become vested with all the rights,       
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee      
relates; but, on request of the Company or any successor Trustee, such retiring 
Trustee shall duly assign, transfer and deliver to such successor Trustee, to   
the extent contemplated by such supplemental indenture, the property and money  
held by such retiring Trustee hereunder with respect to the Securities of that  
or those series to which the appointment of such successor Trustee relates.     

   (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming  
to such successor Trustee all such rights, powers and trusts referred to in     
paragraph (a) or (b) of this Section, as the case may be.                       

     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under    
this Article.                                                                   

   Section 612. Merger, Conversion, Consolidation or Succession to Business.

   Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,     
conversion or consolidation to which the Trustee shall be a party, or any       
corporation succeeding to all or substantially all the corporate trust business 
of the Trustee, shall be the successor of the Trustee hereunder, provided such  
corporation shall be otherwise qualified and eligible under this Article,       
without the execution or filing of any paper or any further act on the part of  
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,      
conversion or consolidation to such authenticating Trustee may adopt such       
authentication and deliver the Securities so authenticated with the same effect 
as if such successor Trustee had itself authenticated such Securities.          

Section 613. Preferential Collection of Claims Against Company.       

The Trustee is subject to Section 311(a) of the Trust Indenture Act,  
excluding any creditor relationship listed in Section 311(b) of the Trust       
Indenture Act. A Trustee who has resigned or been removed shall be subject to   
Section 311(a) of the Trust Indenture Act to the extent indicated therein.      

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Section 614. Appointment of Authenticating Agent.                     

   At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of 
Securities which shall be authorized to act on behalf of the Trustee to         
authenticate Securities of such series issued upon exchange, registration of    
transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the  
Trustee or the Trustee's certificate of authentication, such reference shall be 
deemed to include authentication and delivery on behalf of the Trustee by an    
Authenticating Agent and a certificate of authentication executed on behalf of  
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be      
acceptable to the Company and shall at all times be a corporation organized and 
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having combined capital and surplus of not less than $50,000,000 and     
subject to supervision or examination by Federal or State authority. If at any  
time an Authenticating Agent shall cease to be eligible in accordance with the  
provisions of this Section, such Authenticating Agent shall resign immediately  
in the manner and with the effect specified in this Section.                    

Any corporation into which an Authenticating Agent may be merged or   
converted or with which it may be consolidated, or any corporation resulting    
from any merger, conversion or consolidation to which such Authenticating Agent 
shall be a party, or any corporation succeeding to the corporate agency or      
corporate trust business of an Authenticating Agent, shall continue to be an    
Authenticating Agent, provided such corporation shall be otherwise eligible     
under this Section, without the execution or filing of any paper or any further 
act on the part of the Trustee or the Authenticating Agent.                     

 An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time (and upon
request by the Company shall) terminate the agency of an Authentication Agent by
giving written notice thereof to such Authenticating Agent and to the Company.  
Upon receiving such a notice of resignation or upon such a termination, or in   
case at any time such Authenticating Agent shall cease to be eligible in        
accordance with the provisions of this Section, the Trustee may appoint a       
successor Authenticating Agent which shall be acceptable to the Company and     
shall mail written notice of such appointment by first-class mail, postage      
prepaid, to all Holders of Securities of the series with respect to which such  
Authenticating Agent will serve, as their names and addresses appear in the     
Security Register. Any successor Authenticating Agent upon acceptance of its    
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an     
Authenticating Agent. No successor Authenticating Agent shall be appointed      
unless eligible under the provisions of this Section.                           

  The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.                    

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The provisions of Section 308, 604 and 605 shall be applicable to each
Authenticating Agent.                                                           

 Pursuant to each appointment made under this Section, the Securities of
each series covered by such appointment may have endorsed thereon, in addition  
to the Trustee's certificate of authentication, an alternative certificate of   
authentication in the following form:                                           

    This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.                                              

THE BANK OF NEW YORK  

By:                   
                             -------------------------------------------
                           As Authenticating Agent

By:                   
                             -------------------------------------------
                          Authorized Signatory

 ARTICLE SEVEN

 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

 Section 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to furnished to the Trustee         

      (a) semi-annually, not more than 15 days after each Regular Record
  Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date and 

         (b) at such other times as the Trustee may request in writing, within
 30 days after the receipt by the Company of any such request, a list of
  similar form and content as of a date not more than 15 days prior to the
time such list is furnished;                                          

excluding from any such list names and addresses received by the Trustee in its 
capacity as Security Registrar or Paying Agent.                                 

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Section 702. Preservation of Information; Communications to Holders.  

(a) The Trustee shall preserve, in as current a form as is reasonably 
practicable, the names and addresses of Holders contained in the most recent    
list furnished to the Trustee as provided in Section 701 and the names and      
addresses of Holders received by the Trustee in its capacity as Security        
Registrar. The Trustee may destroy any list furnished to it as provided in      
Section 701 upon receipt of a new list so furnished.                            

    (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each   
such applicant has owned a Security for a period of at least six months         
preceding the date of such application, and such application states that the    
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit, 
then the Trustee shall, within five business days after the receipt of such     
application, at its election, either                                            

         (i) afford such applicants access to the information preserved at the
time by the Trustee in accordance with Section 702(a), or             

       (ii) inform such applicants as to the approximate number of Holders
   whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
   cost of mailing to such Holders the form of proxy or other communication,
if any, specified in such application.                                

 If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,    
mail to each Holder whose name and address appears in the information preserved 
at the time by the Trustee in accordance with Section 702(a) a copy of the form 
of proxy or other communication which is specified in such request, with        
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of     
mailing, unless within five days after such tender the Trustee shall mail to    
such applicants and file with the Commission, together with a copy of the       
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders 
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing   
upon the objections specified in the written statement so filed, shall enter an 
order refusing to sustain any of such objections or if, after the entry of an   
order sustaining one or more of such objections, the Commission shall find,     
after notice and opportunity for hearing, that all the objections so sustained  
have been met and shall enter an order so declaring, the Trustee shall mail     
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall 
be relieved of any obligation or duty to such applicants respecting their       
application.                                                                    

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   (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor   
any agent of either of them shall be held accountable by reason of the          
disclosure of any such information as to the names and addresses of the Holders 
in accordance with Section 702(b), regardless of the source from which such     
information was derived, and that the Trustee shall not be held accountable by  
reason of mailing any material pursuant to a request made under Section 702(b). 

Section 703. Reports by Trustee.                                      

Within 60 days after each January 15 beginning with the January 15    
following the date of this Indenture, and for so long as Securities remain      
outstanding, the Trustee shall mail to the Holders of the Securities a brief    
report dated as of such reporting date that complies with Section 313(a) of the 
Trust Indenture Act (but if no event described in Section 313(a) of the Trust   
Indenture Act has occurred within the twelve months preceding the reporting     
date, no report need be transmitted). The Trustee also shall comply with Section
313(b)(2) of the Trust Indenture Act. The Trustee shall also transmit by mail   
all reports as required by Section 313(c) of the Trust Indenture Act and file   
such reports as required by Section 313(d) of the Trust Indenture Act.          

Section 704. Reports by Company.                                      

The Company shall file with the Trustee and the Commission, such      
information, documents and other reports, and such summaries thereof, as may be 
required pursuant to the Trust Indenture Act at the times and in the manner     
provided pursuant to the Trust Indenture Act; provided that any such            
information, documents or reports required to be filed with the Commission      
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934  
shall be filed with the Trustee within 15 days after the same is so required to 
be filed with the Commission.                                                   

   Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not         
constitute constructive notice of any information contained therein or          
determinable from information contained therein, including the Company's        
compliance with any of its covenants hereunder (as to which the Trustee is      
entitled to rely exclusively on Officers' Certificates).                        

 ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, Etc., Only on Certain Terms.    

    The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an      
entirety to any Person, unless:                                                 

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      (1) the corporation formed by such consolidation or into which the
   Company is merged or the Person which acquires by conveyance or transfer,
    or which leases, the properties and assets of the Company substantially as
     an entirety shall be a corporation organized and existing under the laws of
     the United States of America, any State thereof or the District of Columbia
   and shall expressly assume, by an indenture supplemental hereto, executed
    and delivered to the Trustee, in form satisfactory to the Trustee, the due
     and punctual payment of the principal of (and premium, if any) and interest
on all the Securities and the performance of every covenant of this   
Indenture on the part of the Company to be performed or observed;     

        (2) immediately after giving effect to such transaction, no Event of
   Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing; and

         (3) the Company has delivered to the Trustee an Officers' Certificate
  and an Opinion of Counsel, each stating that such consolidation, merger,
   conveyance, transfer or lease and supplemental indenture comply with this
   Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.                             

Section 802. Successor Corporation Substituted.                       

  Upon any consolidation by the Company with or merger by the Company into
any other corporation or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section   
801, the successor corporation formed by such consolidation or into which the   
Company is merged or to which such conveyance, transfer or lease is made shall  
succeed to, and be substituted for, and may exercise every right and power of,  
the Company under this Indenture with the same effect as if such successor      
corporation has been named as the Company herein, and thereafter, except in the 
case of a lease, the predecessor corporation shall be relieved of all           
obligations and covenants under this Indenture and the Securities.              

ARTICLE NINE

 SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.      

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into  
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:                                              

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        (1) to evidence the succession of another corporation to the Company
  and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or                                      

     (2) to add to the covenants of the Company for the benefit of the
    Holders of all or any series of Securities (and if covenants are to be for
the benefit of less than all series of Securities, stating that such  
covenants are expressly being included solely for the benefit of such 
series) or to surrender any right or power herein conferred upon the  
Company; or                                                           

(3) to add any additional Events of Default; or             

      (4) to add to or change any of the provisions of this Indenture to
   such extent as shall be necessary to permit or facilitate the issuance of
    Securities in bearer form, registrable or not registrable as to principal,
and with or without interest coupons; or                              

       (5) to change or eliminate any of the provisions of this Indenture,
  provided that any such change or elimination shall become effective only
  when there is no Security Outstanding of any series created prior to the
   execution of such supplemental indenture which is entitled to the benefit
of such provision; or                                                 

(6) to secure the Securities; or                            

     (7) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or                                 

 (8) to evidence and provide for the acceptance of appointment
   hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
  as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 611(b); or                                                 

      (9) to cure any ambiguity, to correct or supplement any provisions
 herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
   under this Indenture, provided such action shall not adversely affect the
interests of the Holders of Securities of any series in any material  
respect.                                                              

Section 902. Supplemental Indentures with Consent of Holders.         

  With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities affected by such supplemental    
indenture voting together as a single class, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto   
for the purpose of adding any provisions to or changing in any manner           

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or eliminating any of the provisions of this Indenture or of modifying in any   
manner the rights of the Holders of Securities under this Indenture; provided,  
however, that no such supplemental indenture shall, without the consent of the  
Holder of each Outstanding Security affected thereby,                           

          (1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal 
    amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an   
Original Issue Discount Security that would be due and payable upon a 
 declaration of acceleration of the Maturity thereof pursuant to Section
502, or change any Place of Payment where, or the coin or currency in 
   which, any Security or any premium or the interest thereon is payable, or
    impair the right to institute suit for the enforcement of any such payment
    on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date), or                                     

    (2) reduce the percentage in principal amount of the Outstanding
Securities the consent of whose Holders is required for any such      
     supplemental indenture, or the consent of whose Holders is required for any
    waiver (of compliance with certain provisions of this Indenture or certain
    defaults hereunder and their consequences) provided for in this Indenture,
or                                                                    

    (3) modify any of the provisions of this Section, Section 513 or
 Section 1008, except to increase any such percentage or to provide that
 certain other provisions of this Indenture cannot be modified or waived
 without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
  Trustee" and concomitant changes in this Section and Section 1008 or the
   deletion of this proviso, in accordance with the requirements of Sections
611(b) and 901(8).                                                    

A supplemental indenture which changes or eliminates any covenant or other      
provision of this Indenture which has expressly been included solely for the    
benefit of one or more particular series of Securities, or which modifies the   
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this         
Indenture of the Holders of Securities of any other series.                     

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.                  

Section 903. Execution of Supplemental Indentures.                    

In executing, or accepting the additional trusts created by, any      
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, 
and (subject to Section 601) shall be fully protected in relying upon, an       
Opinion of Counsel and Officers' Certificate stating that the execution of such 
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but                                                                        

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shall not be obligated to, enter into any such supplemental indenture which     
affects the Trustee's own rights, duties or immunities under this Indenture or  
otherwise.                                                                      

Section 904. Effect of Supplemental Indentures.                       

   Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental      
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder   
shall be bound thereby.                                                         

Section 905. Conformity with Trust Indenture Act.                     

Every supplemental indenture executed pursuant to this Article shall  
conform to the requirements of the Trust Indenture Act as then in effect.       

Section 906. Reference in Securities to Supplemental Indentures.      

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required  
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine, 
new Securities of any series so modified as to conform, in the opinion of the   
Trustee and the Company, to any such supplemental indenture may be prepared and 
executed by the Company and authenticated and delivered by the Trustee in       
exchange for Outstanding Securities of such series.                             

 ARTICLE TEN

 COVENANTS

Section 1001. Payment of Principal, Premium and Interest.             

The Company covenants and agrees for the benefit of each series of    
Securities that it will duly and punctually pay the principal of (and premium,  
if any) and interest on the Securities of that series in accordance with the    
terms of the Securities and this Indenture.                                     

Section 1002. Maintenance of Office or Agency.                        

The Company will maintain in each Place of Payment for any series of  
Securities an office or agency where Securities of that series may be presented 
or surrendered for payment, where Securities of that series may be surrendered  
for registration of transfer or exchange and where notices and demands to or    
upon the Company in respect of the Securities of that series and this Indenture 
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any   
time the Company shall fail to maintain any such required office or agency or   
shall fail to furnish the Trustee with                                          

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the address thereof, such presentations, surrenders, notices and demands may be 
made or served at the Corporate Trust Office of the Trustee, and the Company    
hereby appoints the Trustee as its agent to receive all such presentations,     
surrenders, notices and demands.                                                

    The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or      
surrendered for any or all such purposes and may from time to time rescind such 
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The    
Company will give prompt written notice to the Trustee of any such designation  
or rescission and of any change in the location of any such other office or     
agency. The Company hereby designates as a Place of Payment for each series of  
Securities the Borough of Manhattan, The City of New York, and appoints the     
Trustee at its Corporate Trust Office as Paying Agent in such city.             

Section 1003. Money for Securities Payments to Be Held in Trust.      

   If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the         
principal of (and premium, if any) or interest on any of the Securities of that 
series, segregate and hold in trust for the benefit of the Persons entitled     
thereto a sum sufficient to pay the principal (and premium, if any) or interest 
so becoming due until such sums shall be paid to such Persons or otherwise      
disposed of as herein provided and will promptly notify the Trustee of its      
action or failure so to act.                                                    

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so        
becoming due, such sum to be held in trust for the benefit of the Persons       
entitled so such principal, premium or interest, and (unless such Paying Agent  
is the Trustee) the Company will promptly notify the Trustee of its action or   
failure so to act.                                                              

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which   
such Paying Agent shall agree with the Trustee, subject to the provisions of    
this Section, that such Paying Agent will:                                      

         (1) hold all sums held by it for the payment of the principal of (and
    premium, if any) or interest on Securities of that series in trust for the
   benefit of the Persons entitled thereto until such sums have been paid to
such Person or otherwise disposed of as herein provided;              

     (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any
     payment of principal (and premium, if any) or interest on the Securities of
that series; and                                                      

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        (3) at any time during the continuance of any such default, upon the
  written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.                                   

    The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company    
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by  
the Company or such Paying Agent, such sums to be held by the Trustee upon the  
same trusts as those upon which such sums were held by the Company or such      
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such   
Paying Agent shall be released from all further liability with respect to such  
money.                                                                          

   And money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any) 
or interest on any Security of any series and remaining unclaimed for three     
years after such principal (and premium, if any) or interest has become due and 
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security   
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with     
respect to such trust money, and all liability of the Company as trustee        
thereof, shall thereupon cease; provided, however, that the Trustee or such     
Paying Agent, before being required to make any such repayment, may at the      
expense of the Company cause to be published once, in a newspaper published in  
the English language, customarily published on each Business Day and of general 
circulation in the Borough of Manhattan, The City of New York, notice that such 
money remains unclaimed and that, after a date specified therein, which shall   
not be less than 30 days from the date of such publication, any unclaimed       
balance of such money then remaining will be repaid to the Company.             

Section 1004. Maintenance of Corporate Existence.                     

  Subject to the other provisions of this Indenture, the Company will, and
will cause each Subsidiary to, maintain its corporate existence and right to    
carry on its business and duly procure all necessary renewals and extensions    
thereof and use its best efforts to maintain, preserve and renew all such       
rights, powers, privileges and franchises; provided, however, that nothing      
herein contained shall be construed to prevent the Company or a Subsidiary, from
ceasing or omitting to exercise any rights, powers, privileges or franchises    
(including, in the case of a Subsidiary, the corporate existence thereof) which 
in the judgment of the Board of Directors of the Company or of such Subsidiary  
can no longer be profitably exercised, or to prevent the liquidation of any     
Subsidiary or the consolidation or merger of any Subsidiary or Subsidiaries with
or into any other Subsidiary or Subsidiaries and/or the Company.                

Section 1005. Restrictions on Liens.                                  

  (a) The Company will not, nor will it permit any Domestic Subsidiary to,
issue, assume or guarantee any debt for money borrowed (hereinafter in this     
Article Ten referred to as "Debt") secured by any mortgage, security interest,  
pledge, lien or other encumbrance                                               

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(hereinafter called "mortgage" or "mortgages") upon any Principal Property of   
the Company or of a Domestic Subsidiary or indebtedness of any Domestic         
Subsidiary (whether such Principal Property or indebtedness is now owned or     
hereinafter acquired) without in any such case effectively securing,            
concurrently with the issuance, assumption or guaranty of any such Debt, the    
Securities (together with, if the Company shall so determine, any other         
indebtedness of or guaranteed by the Company or such Domestic Subsidiary ranking
equally with the Securities and then existing or thereafter created) equally and
ratably with such Debt; provided, however, that the foregoing restrictions shall
not apply to                                                                    

          (i) mortgages on any property acquired, constructed or improved by the
   Company or any Domestic Subsidiary after the date of this Indenture which
 are created or assumed contemporaneously with, or within 24 months days
     after, such acquisition, or completion of such construction or improvement,
     or within six months thereafter pursuant to a firm commitment for financing
   arranged with a lender or investor within such 24-month period, to secure
     or provide for the payment of all or any part of the purchase price of such
     property or the cost of such construction or improvement incurred after the
date of this Indenture, or, in additional to mortgages contemplated by
 clauses (ii) and (iii) below, mortgages on any property existing at the
    time of acquisition thereof; provided that the mortgage shall not apply to
  any property theretofore owned by the Company or any Domestic Subsidiary
other than, in the case of any such construction or improvement, any  
    theretofore unimproved real property on which the property so constructed,
or the improvement, is located;                                       

    (ii) mortgages on any property, shares of stock, or indebtedness
 existing at the time of acquisition thereof from a corporation which is
merged with or into the Company or a Domestic Subsidiary;             

          (iii) mortgages on property of a corporation existing at the time such
corporation becomes a Domestic Subsidiary;                            

         (iv) mortgages to secure Debt of a Domestic Subsidiary to the Company
or another Domestic Subsidiary;                                       

       (v) mortgages in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political    
     subdivision of the United States of America or any State thereof, to secure
 partial progress, advance or other payments pursuant to any contract or
     statute or to secure any indebtedness incurred for the purpose of financing
all or any part of the purchase price or the cost of constructing or  
improving the property subject to such mortgages;                     

         (vi) mortgages on timberlands in connection with an arrangement under
   which the Company or a Domestic Subsidiary is obligated to cut or pay for
 timber in order to provide the secured party with a specified amount of
money, however determined;                                            

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         (vii) mortgages securing tax exempt debt of the Company or a Domestic
Subsidiary; or                                                        

   (viii) mortgages for the sole purpose of extending, renewing or
   replacing in whole or in part Debt secured by any mortgage referred to in
    the foregoing clauses (i) to (vii), inclusive, or in this clause (viii) or
 any mortgage existing on the date of this Indenture; provided, however,
that the principal amount of Debt secured thereby shall not exceed the
    principal amount of Debt so secured at the time of such extension, renewal
  or replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the mortgage so
extended, renewed or replaced (plus improvements on such property).   

   (b) The provisions of subsection (a) of this Section 1005 shall not apply
to the issuance, assumption or guarantee by the Company or any Domestic         
Subsidiary of Debt secured by a mortgage which would otherwise be subject to the
foregoing restrictions up to an aggregate amount which, together with all other 
Debt of the Company and its Domestic Subsidiaries secured by mortgages (other   
than mortgages permitted by subsection (a) of this Section 1005) which would    
otherwise be subject to the foregoing restrictions and the Value of all Sale and
Lease-back Transactions in existence at such time (other than any Sale and      
Lease-back Transaction which, if such Sale and Lease-back Transaction had been a
mortgage, would have been permitted by clause (i) of Section 1005(a) and other  
than Sale and Lease-back Transactions as to which application of amounts have   
been made in accordance with clause (b) of Section 1006) does not at the time   
exceed 15% of Consolidated Net Tangible Assets.                                 

(c) If at any time the Company or any Domestic Subsidiary shall issue,
assume or guarantee any Debt secured by any mortgage and if paragraph (a) of    
this Section 1005 requires that the Securities be secured equally and ratably   
with such Debt, the Company will promptly deliver to the Trustee                

         (i) an Officers' Certificate stating that the covenant of the Company
     contained in paragraph (a) of this Section 1005 has been complied with; and

        (ii) an Opinion of Counsel to the effect that such covenant has been
complied with, and that any instruments executed by the Company in the
     performance of such covenant comply with the requirements of such covenant.

     In the event that the Company shall hereafter secure the Securities equally
and ratably with any other obligation or indebtedness pursuant to the provisions
of this Section 1005, the Trustee is hereby authorized to enter into an         
indenture or agreement supplemental hereto and to take such action, if any, as  
it may deem advisable to enable it to enforce effectively the rights of the     
Holders of the Securities so secured, equally and ratably with such other       
obligation or indebtedness.                                                     

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Section 1006. Restrictions on Sale and Lease-Back Transactions.       

    The Company will not, nor will it permit any Domestic Subsidiary to, enter
into any Sale and Lease-back Transaction unless the net proceeds of such sale   
are at least equal to the fair value (as determined by the Board of Directors)  
of such Principal Property and either (a) the Company or such Domestic          
Subsidiary would be entitled, pursuant to the provisions of (1) clause (i) of   
paragraph (a) of Section 1005 or (2) paragraph (b) of Section 1005 hereof, to   
incur Debt secured by a mortgage on the Principal Property to be leased without 
equally and ratably securing any Security, or (b) the Company shall, and in any 
such case the Company covenants that it will, within 270 days of the effective  
date of any such arrangement (or in the case of (ii) below, within six months   
thereafter pursuant to a firm purchase commitment entered into within such      
270-day period), apply an amount equal to the fair value (as so determined) of  
such Principal Property (i) to the payment or other retirement of Funded Debt   
incurred, assumed or guaranteed by the Company which Funded Debt (or the        
guarantee thereof) ranks senior to or pari passu with the Securities or of      
Funded Debt incurred or assumed by any Domestic Subsidiary (other than, in      
either case, Funded Debt owned by the Company or any Domestic Subsidiary) or    
(ii) to the purchase of Principal Property (other than the Principal Property   
involved in such sale).                                                         

Section 1007. Officers' Certificate as to Default.                    

The Company will, so long as any of the Securities are outstanding:   

    (1) deliver to the Trustee, forthwith upon becoming aware of any
default or defaults in the performance of any covenant, agreement or  
    condition contained in this Indenture, an Officers' Certificate specifying
such default or defaults, and                                         

   (2) deliver to the Trustee on or before October 1 of each year,
    beginning with the year 2002, an Officers' Certificate signed by the Chief
Executive Officer, Chief Financial Officer or Chief Accounting Officer
stating that in the course of the performance by the signers of their 
   duties as officers of the Company they would normally obtain knowledge of
     any default by the Company in the performance of any covenant, agreement or
 condition contained in this Indenture, stating whether or not they have
obtain knowledge of any such default and, if so, specifying each such 
default of which the signers have knowledge and the nature and status 
thereof.                                                              

Section 1008. Waiver of Certain Covenants.                            

  The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1008, inclusive, with      
respect to all Outstanding Securities if before the time for such compliance the
Holders of at least a majority in aggregate principal amount of the Outstanding 
Securities voting together as a single class shall, by Act of such Holders,     
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect 
such term, provision or condition except to the extent so expressly waived and, 
until such waiver shall become                                                  

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effective, the obligations of the Company and the duties of the Trustee in      
respect of any such term, provision or condition shall remain in full force and 
effect.                                                                         

Section 1009. Further Assurance.                                      

   From time to time whenever reasonably demanded by the Trustee the Company
will make, execute and deliver or cause to be made, executed and delivered any  
and all such further and other instruments and assurances as may be reasonably  
necessary or proper to carry out the intention of or to facilitate the          
performance of the terms of this Indenture or to secure the rights and remedies 
hereunder of the holders of the Securities.                                     

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.                               

    Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise     
specified as contemplated by Section 301 for Securities of any series) in       
accordance with this Article.                                                   

Section 1102. Election to Redeem; Notice to Trustee.                  

    The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of 
less than all the Securities of any series, the Company shall, at least 60 days 
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and 
of the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on   
such redemption provided in the terms of such Securities or elsewhere in this   
Indenture, the Company shall furnish the Trustee with an Officers' Certificate  
evidencing compliance with such restriction.                                    

Section 1103. Selection by Trustee of Securities to Be Redeemed.      

If less than all the Securities of any series are to be redeemed, the 
particular Securities to be redeemed shall be selected not more than 60 days    
prior to the Redemption Date by the Trustee, from the Outstanding Securities of 
such series not previously called for redemption, by pro rata or lot and which  
may provide for the selection for redemption of portions (equal to the minimum  
authorized denomination for Securities of that series or any integral multiple  
thereof) of the principal amount of Securities of such series or a denomination 
larger than the minimum authorized denomination for Securities of that series.  

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    The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial 
redemption, the principal amount thereof to be redeemed.                        

    For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the    
case of any Securities redeemed or to be redeemed only in part, to the portion  
of the principal amount of such Securities which has been or is to be redeemed. 

Section 1104. Notice of Redemption.                                   

   Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to  
each Holder of Securities to be redeemed, at his address appearing in the       
Security Register, but failure to give such notice by mailing in the manner     
herein provided to the Holder of any Security designated for redemption as a    
whole or in part, or any defect in the notice to any such Holder, shall not     
affect the validity of the proceedings for the redemption of any other such     
Security or portion thereof.                                                    

All notices of redemption shall state the Securities being redeemed   
(including the CUSIP number) and the following:                                 

(1) the Redemption Date,                                    

(2) the Redemption Price,                                   

        (3) if less than all the Outstanding Securities of any series are to
  be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed,   

       (4) in case any Security is to be redeemed in part only, the notice
     which relates to such Security shall state that on and after the Redemption
 Date, upon surrender of such Security, the Holder will receive, without
  charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,                        

         (5) that on the Redemption Date, the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,         

       (6) the place or places where such Securities are to be surrendered
for payment of the Redemption Price, and                              

       (7) that the redemption is for a sinking fund, if such is the case.

  Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the      
Trustee in the name and at the expense of the Company.                          

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Any notice that is mailed in the manner herein provided shall be      
conclusively presumed to have been duly given, whether or not the Holder        
receives the notice.                                                            

Section 1105. Deposit of Redemption Price.                            

Prior to 10:00 am (NYC time) on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)  
an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the 
Securities which are to be redeemed on that date.                               

Section 1106. Securities Payable on Redemption Date.                  

   Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the        
Redemption Price therein specified, and from and after such date (unless the    
Company shall default in the payment of the Redemption Price and accrued        
interest) such Securities shall cease to bear interest. Upon surrender of any   
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest  
to the Redemption Date; provided, however, that installments of interest whose  
Stated Maturity is on or prior to the Redemption Date shall be payable to the   
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their   
terms and the provisions of Section 307.                                        

   If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,  
bear interest from the Redemption Date at the rate prescribed therefor in the   
Security.                                                                       

Section 1107. Securities Redeemed in Part.                            

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due 
endorsement by, or a written instrument of transfer in form satisfactory to the 
Company and the Trustee duly executed by, the Holder thereof or his attorney    
duly authorized in writing), and the Company shall execute, and the Trustee     
shall authenticate and deliver to the Holder of such Security without service   
charge, a new Security or Securities of the same series, of any authorized      
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so  
surrendered.                                                                    

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ARTICLE TWELVE

 SINKING FUNDS

Section 1201. Applicability of Article.                               

   The provision of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as       
contemplated by Section 301 for Securities of such series.                      

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund     
payment", and any payment in excess of such minimum amount provided for by the  
terms of Securities of any series is herein referred to as an "optional sinking 
fund payment". If provided for by the terms of Securities of any series, the    
cash amount of any sinking fund payment may be subject to reduction as provided 
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such     
series.                                                                         

Section 1202. Satisfaction of Sinking Fund Payments with Securities.  

 The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series required to be made        
pursuant to the terms of such Securities as provided for by the terms of such   
series, (1) deliver Outstanding Securities of such series (other than any       
previously called for redemption) and (2) apply as a credit Securities of such  
series which have been redeemed either at the election of the Company pursuant  
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case    
provided that such Securities have not been previously so credited. Such        
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation  
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.                                                                    

Section 1203. Redemption of Securities for Sinking Fund.              

Not less than 60 days prior to each sinking fund payment date for any 
series of Securities, the Company will deliver to the Trustee an Officers'      
Certificate specifying the amount of the next ensuing sinking fund payment for  
that series pursuant to the terms of that series, the portion thereof, if any,  
which is to be satisfied by payment of cash and the portion thereof, if any,    
which is to be satisfied by delivering and crediting Securities of that series  
pursuant to Section 1202, and the optional amount, if any, to be added in cash  
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered. If such Officers' Certificate shall  
specify an optional amount to be added in cash to the next ensuing mandatory    
sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified. Not less than 30 days before each such sinking fund payment  
date the Trustee shall select the Securities to be redeemed upon such sinking   
fund payment date in the manner                                                 

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specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in      
Section 1104. Such notice having been duly given, the redemption of such        
Securities shall be made upon the terms and in the manner stated in Sections    
1106 and 1107.                                                                  

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301. Applicability of Article.                               

   Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the     
terms of the Securities of such series.                                         

ARTICLE FOURTEEN

GUARANTEES

    The provisions of this Article Fourteen shall apply only to such series of
Securities that are explicitly entitled to such benefit pursuant to the Board   
Resolution, Officers' Certificate or supplemental indenture establishing the    
terms of such series of Securities.                                             

Section 1401. Guarantees.                                             

    (a) Subject to the first sentence of this Article Fourteen, each Guarantor
unconditionally guarantees, on a joint and several basis, to each Holder of     
Securities of the applicable series and to the Trustee and its successors and   
assigns, (i) the full and punctual payment of all monetary obligations of the   
Company under this Indenture with respect to the Securities of the applicable   
series (including obligations to the Trustee) and (ii) the full and punctual    
performance within applicable grace periods of all other obligations of the     
Company under this Indenture with respect to the Securities of the applicable   
series. Each Guarantor further agrees that its obligations hereunder shall be   
unconditional irrespective of the absence or existence of any action to enforce 
the same, the recovery of any judgment against the Company (except to the extent
such judgment is paid) or any waiver or amendment of the provisions of this     
Indenture or the Securities to the extent that any such action or any similar   
action would otherwise constitute a legal or equitable discharge or defense of  
such Guarantor (except that such waiver or amendment shall be effective in      
accordance with its terms).                                                     

(b) Each Guarantor further agrees that its Guarantee constitutes a    
guarantee of payment, performance and compliance and not merely of collection.  

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(c) Each Guarantor further agrees to waive presentment to, demand of  
payment from and protest to the Company of its Guarantee, and also waives       
diligence, notice of acceptance of its Guarantee, presentment, demand for       
payment, notice of protest for nonpayment, the filing of claims with a court in 
the event of merger or bankruptcy of the Company and any right to require a     
proceeding first against the Company or any other Person. The obligations of a  
Guarantor shall not be affected by any failure or policy on the part of the     
Trustee to exercise any right or remedy under this Indenture or the Securities  
of the applicable series.                                                       

(d) The obligation of a Guarantor to make any payment hereunder may be
satisfied by causing the Company or another Guarantor to make such payment. If  
any Holder of any Security of the applicable series or the Trustee is required  
by any court or otherwise to return to the Company or any Guarantor or any      
custodian, trustee, liquidator or other similar official acting in relation to  
any of the Company or any such Guarantor any amount paid by any of them to the  
Trustee or such Holder, any applicable Guarantee, to the extent theretofore     
discharged, shall be reinstated in full force and effect.                       

(e) Each Guarantor also agrees to pay any and all costs and expenses  
(including reasonable attorneys' fees) incurred by the Trustee or any Holder of 
Securities of the applicable series in enforcing any of their respective rights 
under its Guarantee.                                                            

(f) Any term or provision of this Guarantee to the contrary           
notwithstanding, the maximum aggregate amount of a Guarantor's Guarantee shall  
not exceed the maximum amount that can be hereby guaranteed without rendering   
this Guarantee as it relates to such Guarantor, voidable under applicable law   
relating to fraudulent conveyance or fraudulent transfer or similar laws        
affecting the rights of creditors generally.                                    

Section 1402. Termination of Guarantee.                               

 Each Guarantee (taken individually) shall be automatically released and
shall terminate upon (a) the merger of the respective Guarantor with or into    
another Obligor, (b) the consolidation of the respective Guarantor with another 
Obligor, (c) the transfer of all or substantially all of the assets of the      
respective Guarantor to another Obligor, or (d) the termination of a Guarantor's
guarantee of the Company's obligations under each of the Bank Credit Facilities.
For the purposes of this Section 1402, "Bank Credit Facilities" means (i) the   
Five-Year Credit Agreement, dated as of December 20, 2001, among the Company and
the lenders and agents listed therein, with The Bank of New York, as            
administrative agent and Bank One, NA, as syndication agent, as amended,        
supplemented or otherwise modified, (ii) the 364-Day Credit Agreement, dated as 
of December 20, 2001, among the Company and the lenders and agents listed       
therein, with The Bank of New York, as administrative agent and Bank One, NA, as
syndication agent, as amended, supplemented or otherwise modified, and (iii) any
amendments, renewals, refundings, refinancings, extensions, modifications or    
replacements with respect to any of the foregoing.                              

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Section 1403. Amendments And Modifications.                           

This Article Fourteen may be amended or modified, as it relates to any
Guarantor, with the consent of the Holders of a majority in aggregate principal 
amount of all Outstanding Securities entitled to the benefits of a Guarantee    
from such Guarantor, voting together as a single class. However, except as      
provided in Section 1402, any Guarantee, once issued, may not be released       
without the consent of each Holder of Outstanding Securities affected hereby    
without first obtaining the consent of each such Holder.                        

Section 1404. Guarantee Notation.                                     

   Securities of any series that are entitled to the benefits of a Guarantee
pursuant to this Article Fourteen shall be evidenced by a Notation of Guarantee 
substantially in the form of Exhibit A hereto.                                  

This instrument may be executed in any number of counterparts, each of which    
when so executed shall be deemed to be an original, but all such counterparts   
shall together constitute but one and the same instrument.                      

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.                   

MEADWESTVACO CORPORATION

BY:                     
                                 -----------------------------------------------
NAME:         
TITLE:        

Attest:                                                                         

_______________________________________                                         
Assistant Secretary                                   

            WESTVACO CORPORATION, AS GUARANTOR

BY:                   
                                  ----------------------------------------------
NAME:       
TITLE:      

Attest:                                                                         

_________________________________________                                       
Assistant Secretary                                         

          THE MEAD CORPORATION, AS GUARANTOR

BY:                     
                                 -----------------------------------------------
NAME:         
TITLE:        

Attest:                                                                         

_________________________________________                                       
Assistant Secretary                                         

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      THE BANK OF NEW YORK
Trustee       

By:           
                                     -------------------------------------------
NAME: 
TITLE:

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 EXHIBIT A
 FORM OF NOTATION OF GUARANTEE
 RELATING TO
 [INSERT DESIGNATION OF GUARANTEED SECURITIES]

For value received, [each of] the undersigned has [, jointly and      
severally,] unconditionally guaranteed, to the extent set forth in the Indenture
and subject to the provisions in the Indenture dated as of [ ], 2002 (the       
"Indenture") by and among MeadWestvaco Corporation ("the Company"), the         
Guarantors listed on the signature page thereto, if any, and The Bank of New    
York as trustee (the "Trustee"), (a) the full and punctual payment of all       
monetary obligations of the Company under the Indenture with respect to the     
Securities of the applicable series (including obligations to the Trustee) and  
(b) the full and punctual performance within applicable grace periods of all    
other obligations of the Company under the Indenture with respect to the        
Securities of the applicable series. Each Guarantor further agrees that its     
obligations hereunder shall be unconditional irrespective of the absence or     
existence of any action to enforce the same, the recovery of any judgment       
against the Company (except to the extent such judgment is paid) or any waiver  
or amendment of the provisions of this Indenture or the Securities of the       
applicable series to the extent that any such action or any similar action would
otherwise constitute a legal or equitable discharge or defense of such Guarantor
(except that such waiver or amendment shall be effective in accordance with its 
terms). The obligations of the undersigned to the Holders of Securities of the  
applicable series and to the Trustee described in this Notation of Guarantee are
expressly set forth in Article Fourteen of the Indenture and the Board          
Resolution, Officers' Certificate or supplemental indenture relating to the     
applicable series of Securities, and are qualified in their entirety by         
reference thereto. Each Holder of a Security of the applicable series, by       
accepting the same, (a) agrees to and shall be bound by such provisions and (b) 
appoints the Trustee attorney-in-fact of such Holder for such purpose.          

     The terms of the Indenture, including, without limitation, Article Fourteen
of the Indenture and any applicable Board Resolution, Officers' Certificate or  
supplemental indenture are incorporated herein by reference. Capitalized terms  
used herein shall have the meanings assigned to them in the Indenture unless    
otherwise indicated.                                                            

     [Name of Guarantor]

By:           
                                     -------------------------------------------
Name: 
Title:

Attest:                                                                         

_________________________________________                                       
Assistant Secretary                                         

A-1 

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 [Add additional signature block and attestation block if necessary]

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                                                                   EXHIBIT 12(a)

MEADWESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES
COMPUTATION OF PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES 

 (Unaudited)

 (in millions, except for ratio)
 For the year ended October 31

                                                            2001
                                                              ------------
Combined Earnings:                                              
Pre-tax income from continuing operations before                
   income / (loss) from equity investees                      $    9.5
   Interest and debt                                             321.8
expense                                                         
   Portion of rental expense deemed to be                         45.8
interest                                                        
   Amortization of capitalized interest                           18.3
   Distributed income of equity investee                           5.7
                                                              ------------
         Total Earnings                                         $401.0
                                                              ============
Combined fixed charges:                                         
   Interest and debt expense                                    $321.8
   Capitalized interest                                            8.0
   Portion of rental expense deemed to be interest*               45.8
                                                              ------------
         Total Fixed Charges                                    $375.6
                                                              ============

  Ratio of earnings to fixed charges                           1.07x
                                                              ============

This pro forma ratio of earnings to fixed charges was prepared using the        
unaudited pro forma financial data filed in the MeadWestvaco Current Report on  
Form 8-K/A dated March 8, 2002.                                                 

* Portion of rental expense deemed to be interest represents one-third of total 
rent expense, which management believes is a reasonable approximation of the    
interest factor.                                                                

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                                                                   EXHIBIT 12(b)

THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES
 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

 (Unaudited)

                                                        [Enlarge/Download Table]

                         (In millions, except for ratio)                                                         
                         For the year ended December 31                                                          

Earnings:                                            1997         1998         1999          2000        2001    
--------                                         ----------    ----------   ----------   ----------   ---------- 
                                                                                                                 
Pre-tax income from continuing                                                                                   
   operations before income / (loss)                                                                             
   from equity investees...................       $   242.0    $    225.6   $    271.9   $    235.3   $    (57.0)
Interest and debt expense..................            98.2         109.0        105.1        121.0        110.6 
Portion of rental expense deemed to                                                                              
   be interest*............................            16.6          17.2         21.1         25.0         27.5 
Amortization of capitalized interest.......             5.0           5.3          5.9          6.2          6.1 
Distributed income of equity investee......            11.9          20.3         27.1         15.5          5.7 
                                                 ----------    ----------   ----------   ----------   ---------- 
               Total Earnings                     $   373.7    $    377.4   $    431.1   $    403.0   $     92.9 
                                                 ==========    ==========   ==========   ==========   ========== 
Fixed charges:                                                                                                   
Interest and debt expense..................       $    98.2    $    109.0   $    105.1   $    121.0   $    110.6 
Capitalized interest.......................             9.2           6.3          2.8          1.6          0.7 
Portion of rental expense deemed to                                                                              
   be interest*............................            16.6          17.2         21.1         25.0         27.5 
                                                 ----------    ----------   ----------   ----------   ---------- 
               Total Fixed Charges                $   124.0    $    132.5   $    129.0   $    147.6   $    138.8 
                                                 ==========    ==========   ==========   ==========   ========== 

Ratio of earnings to fixed charges.........              3.0x         2.8x         3.3x         2.7x             
                                                 ============  ===========  ===========  ===========  ========== 
Deficiency in earnings necessary to                                                                              
   cover fixed charges.....................                                                           $   (45.9) 

* Portion of rental expense deemed to be interest represents one-third of total 
rent expense, which management believes is a reasonable approximation of the    
interest factor.                                                                

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                                                                   EXHIBIT 12(c)

WESTVACO CORPORATION AND CONSOLIDATED SUBSIDIARY COMPANIES
 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

 (Unaudited)

 (In millions, except ratio)
For the year ended December 31

                                                        [Enlarge/Download Table]

                                         1997        1998       1999        2000        2001   
                                       ---------   --------   ---------   --------   --------- 
                                                                                               
Earnings:                                                                                      
--------                                                                                       
Pre-tax income from continuing                                                                 
   operations before income / (loss)   $   246.6   $  204.4   $   148.0   $  403.6   $   118.5 
   from equity investees..............                                                         
Interest and debt expense.............      93.3      110.2       123.5      192.1       207.6 
Portion of rental expense deemed to                                                            
   be interest*.......................      12.7       13.4        12.8       16.1        18.3 
Amortization of capitalized interest..      14.3       13.9        12.1       12.8        12.2 
                                       ---------   --------   ---------   --------   --------- 
      Total Earnings                   $   366.9   $  341.9   $   296.4   $  624.6   $   356.6 
                                       =========   ========   =========   ========   ========= 
Fixed charges:                                                                                 
-------------                                                                                  
Interest and debt expense............. $    93.3   $  110.2   $   123.5   $  192.1   $   207.6 
Capitalized interest..................      25.9       20.7         8.9        5.6         7.3 
Portion of rental expense deemed to                                                            
   be interest*....................... ---------  ----------  ---------  ----------  ----------
                                            12.7       13.4        12.8       16.1        18.3 
                                       ---------   --------   ---------   --------   --------- 
      Total Fixed Charges              $   131.9   $  144.3   $   145.2   $  213.8   $   233.2 
                                       =========   ========   =========   ========   ========= 

Ratio of earnings to fixed charges           2.8x       2.4x        2.0x       2.9x        1.5x

* Portion of rental expense deemed to be interest represents one-third of total 
rent expense, which management believes is a reasonable approximation of the    
interest factor.                                                                

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                                                                   EXHIBIT 23(a)

CONSENT OF DELOITTE & TOUCHE LLP

     We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated January 29, 2002 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to the company's change  
in its method of accounting for derivative instruments effective January 1, 2001
and the company's change in its method of revenue recognition for provisions    
included in certain sales agreements effective January 1, 2000), which is       
included in the Current Report on Form 8-K/A dated March 8, 2002 of MeadWestvaco
Corporation. We also consent to the incorporation by reference of our report on 
MW Holding Corporation dated September 27, 2001, which is included in the Joint 
Proxy Statement and Prospectus of Westvaco Corporation and The Mead Corporation.
We also consent to the incorporation by reference of our report dated May 7,    
2001, accompanying the financial statements of The Mead 401(k) Plan included on 
Form 10-K/A Amendment No. 1 to the Annual Report on Form 10-K of The Mead       
Corporation for the year ended December 31, 2000. We also consent to the        
incorporation by reference of our report dated November 8, 2001, accompanying   
the financial statements of The Mead Corporation Employee Stock Purchase Plan   
included on Form 10-K/A Amendment No. 2 to the Annual Report on Form 10-K of The
Mead Corporation for the year ended December 31, 2000. We also consent to the   
reference to us under the heading "Experts" in the Prospectus, which is part of 
this Registration Statement.                                                    

/s/ Deloitte & Touche LLP                                                       
Deloitte & Touche LLP                                                           

Dayton, Ohio                                                                    
March 6, 2002                                                                   

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                                                                   EXHIBIT 23(b)

 CONSENT OF PRICEWATERHOUSECOOPERS LLP

  We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated November 20, 2001 relating to the     
Westvaco Corporation consolidated financial statements, which appears in        
Westvaco Corporation's Annual Report on Form 10-K for the year ended October 31,
2001. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.                                                         

/s/PricewaterhouseCoopers LLP                                                   
PricewaterhouseCoopers LLP                                                      

New York, New York                                                              
March 6, 2002                                                                   

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================================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
--------------

THE BANK OF NEW YORK
 (Exact name of trustee as specified in its charter)

    New York                                  13-5160382
(State of incorporation                       (I.R.S. employer
if not a U.S. national bank)                   identification no.)  
One Wall Street, New York, N.Y.                        10286          
(Address of principal executive offices)                  (Zip code)            
--------------

MEADWESTVACO CORPORATION
 (Exact name of obligor as specified in its charter)

    Delaware                                  31-1797999
(State or other jurisdiction of                    (I.R.S. employer     
incorporation or organization)                  identification no.)   
One High Ridge Park                                         
Stamford, Connecticut                              06905      
(Address of principal executive offices)                  (Zip code)            

WESTVACO CORPORATION
 (Exact name of obligor as specified in its charter)

          Delaware                          31-1466285
(State or other jurisdiction of                   (I.R.S. employer      
incorporation or organization)                 identification no.)    
One High Ridge Park                                         
Stamford, Connecticut                             06905       
(Address of principal executive offices)                 (Zip code)             

THE MEAD CORPORATION
 (Exact name of obligor as specified in its charter)

      Ohio                                  31-0535759
(State or other jurisdiction of                 (I.R.S. employer    
incorporation or organization)                 identification no.)  
Mead World Headquarters                                     
Courthouse Plaza Northeast                                      
Dayton, Ohio                                 45463
(Address of principal executive offices)                (Zip code)            
--------------

 Debt Securities
 (Title of the indenture securities)

================================================================================

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1. General information.  Furnish the following information as to the Trustee:   

     (a) Name and address of each examining or supervising authority to which it
is subject.                                                                     

--------------------------------------------------------------------------------

Name                                           Address                          

--------------------------------------------------------------------------------

Superintendent of Banks of the State of     2 Rector Street, New York,          
New York                                    N.Y. 10006, and Albany, N.Y. 12203  

Federal Reserve Bank of New York            33 Liberty Plaza, New York,         
                  N.Y. 10045

Federal Deposit Insurance Corporation       Washington, D.C. 20429              

New York Clearing House Association         New York, New York  10005           

(b) Whether it is authorized to exercise corporate trust powers.      

Yes.                                                                  

2.   Affiliations with Obligor.                                                 

If the obligor is an affiliate of the trustee, describe each such     
affiliation.                                                                    

None.                                                                 

16.  List of Exhibits.                                                          

Exhibits identified in parentheses below, on file with the Commission, are      
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29   
under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).      

1.   A copy of the Organization Certificate of The Bank of New York (formerly   
 Irving Trust Company) as now in effect, which contains the authority to
     commence business and a grant of powers to exercise corporate trust powers.
     (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration   
  Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)                                              

4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed
with Registration Statement No. 33-31019.)                            

6.   The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 
6 to Form T-1 filed with Registration Statement No. 33-44051.)        

7.   A copy of the latest report of condition of the Trustee published pursuant 
  to law or to the requirements of its supervising or examining authority.

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 SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,   
has duly caused this statement of eligibility to be signed on its behalf by the 
undersigned, thereunto duly authorized, all in The City of New York, and State  
of New York, on the 7th day of March, 2002.                                     

          THE BANK OF NEW YORK

             By:  /s/  MARY LAGUMINA
                       -----------------------
                    Name:  MARY LAGUMINA
                        Title:    VICE PRESIDENT

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                                                                       EXHIBIT 7

--------------------------------------------------------------------------------

 Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,  
2001, published in accordance with a call made by the Federal Reserve Bank of   
this District pursuant to the provisions of the Federal Reserve Act.            

                                          Dollar Amounts
ASSETS                                                  In Thousands            
Cash and balances due from depository                                           
institutions:                                                             
Noninterest-bearing balances and                       $3,238,092         
currency and coin.....................                                
Interest-bearing balances...............                5,255,952         
Securities:                                                                     
Held-to-maturity securities.............                  127,193         
Available-for-sale securities...........               12,143,488         
Federal funds sold and Securities                            281,677            
purchased under agreements to resell....                                  
Loans and lease financing receivables:                                          
Loans and leases held for sale..........                      786         
Loans and leases, net of unearned                                         
income...............46,206,726                                       
LESS: Allowance for loan and                                              
lease losses............607,115                                       
Loans and leases, net of unearned                      45,599,611         
income and allowance..................                                
Trading Assets.............................                9,074,924            
Premises and fixed assets (including                         783,165            
capitalized leases).....................                                  
Other real estate owned....................                      935            
Investments in unconsolidated subsidiaries                   200,944            
and associated companies................                                  
Customers' liability to this bank on                         311,521            
acceptances outstanding.................                                  
Intangible assets..........................                                     
Goodwill................................                1,546,125         
Other intangible assets.................                    8,497         
Other assets...............................                8,761,129            
                                            ------------
Total assets...............................              $87,334,039            
                                             ===========

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LIABILITIES                                                                     
Deposits:                                                                       
In domestic offices.....................              $28,254,986         
Noninterest-bearing.....................               10,843,829         
Interest-bearing........................               17,411,157         
In foreign offices, Edge and Agreement                 31,999,406         
subsidiaries, and IBFs................                                
Noninterest-bearing.....................                1,006,193         
Interest-bearing........................               30,993,213         
Federal funds purchased and securities                     6,004,678            
sold under agreements to repurchase.....                                  
Trading liabilities........................                2,286,940            
Other borrowed money:                                                           
(includes mortgage indebtedness and                                       
obligations under capitalized leases).......            1,845,865         
Bank's liability on acceptances executed                                        
and outstanding.........................                  440,362         
Subordinated notes and debentures..........                2,196,000            
Other liabilities..........................                7,606,565            
                                             -----------
Total liabilities..........................              $80,634,802            
                                             ===========
EQUITY CAPITAL                                                                  
Common stock...............................                1,135,284            
Surplus....................................                1,050,729            
Retained earnings..........................                4,436,230            
Accumulated other comprehensive income.........               76,292            
Other equity capital components................                    0            
Total equity capital.......................                6,698,535            
                                            ------------
Total liabilities and equity capital.......              $87,334,039            
                                             ===========

I, Thomas J. Mastro, Senior Vice President and Comptroller of the     
above-named bank do hereby declare that this Report of Condition has been       
prepared in conformance with the instructions issued by the Board of Governors  
of the Federal Reserve System and is true to the best of my knowledge and       
belief.                                                                         

 Thomas J. Mastro,
                     Senior Vice President and Comptroller

    We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our    
knowledge and belief has been prepared in conformance with the instructions     
issued by the Board of Governors of the Federal Reserve System and is true and  
correct.                                                                        

                                                     Directors
Thomas A. Renyi                                                                 
Gerald L. Hassell                                                               
Alan R. Griffith                                                                

--------------------------------------------------------------------------------

-2- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		3/8/02		1		116			8-K/A
		3/6/02		116		117			3
		2/6/02		6					4,  8-K,  8-K/A
		2/1/02		6					8-K
		1/31/02		6					8-K,  8-K/A
		1/30/02		6					8-K,  S-8
		1/29/02		6		116			15-12B,  8-A12B,  8-K
		1/22/02		6					10-K,  425,  8-K
		12/31/01		8		20			10-K
		12/21/01		12					10-K/A,  10-Q/A,  S-4/A
		12/20/01		6		107			8-K
		11/20/01		117					425,  S-4/A
		11/8/01		116					10-Q
		10/31/01		7		117			10-K,  425
		10/18/01		6					8-K
		10/17/01		6					4,  8-K
		9/30/01		6		121			10-Q,  10-Q/A,  4
		9/27/01		116
		8/30/01		6					425,  8-K
		7/1/01		6					10-Q
		5/7/01		116
		4/1/01		6					10-Q
		3/9/01		6					10-K,  DEF 14A
		2/13/01		7					DEFA14A
		1/12/01		7					DEF 14A
		1/1/01		20		116
		12/31/00		6		116			10-K,  10-K/A
		11/1/00		8
		1/1/00		20		116
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