Exhibit Index
Appears on
Page 14-15
File No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
FOR
WESTVACO CORPORATION
1995 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
_________________________________________________________
WESTVACO CORPORATION
(a Delaware Corporation)
(I.R.S. Employer Identification No. 13-1466285)
299 Park Avenue
New York, New York 10171
(Name of issuer of the securities being offered
pursuant to the Plans and
the address of its principal executive office)
__________________________________________________________
JOHN W. HETHERINGTON, VICE PRESIDENT AND SECRETARY
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
Telephone - 212-688-5000
(Name and address of agent for service for the
employer and for the issuer of the securities)
<PAGE>
CALCULATION OF REGISTRATION FEE FOR
REGISTRATION STATEMENT - WESTVACO CORPORATION
1995 SALARIED EMPLOYEE STOCK
INCENTIVE PLAN
________________________________________________________
________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
___________________________________________________________________________
Interests of 3,225,000 $39.9375(c) $128,798,438(d) $44,414(e)
Plan shares (b)
Participants
and Common Stock
of Westvaco
Corporation (a)
___________________________________________________________________________
(a) Par value - $5.00 per share
(b) This is the maximum number of shares of Common Stock
authorized to be used in connection with the Plan for
the full life of the Plan, subject to adjustment for
stock splits or other forms of recapitalization.
(c) This was the average of the high and low prices
for Westvaco Common Stock on February 27, 1995
on the New York Stock Exchange-Composite Transactions.
(d) This amount is computed by multiplying 3,225,000 (b)
times $39.9375 (c).
(e) This is one-twentyninth of one-percent of $128,798,438 (d).
2
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File No. _________
WESTVACO CORPORATION
1995 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
SECURITIES REGISTERED:
3,225,000 shares of Westvaco Corporation Common Stock of the
par value of $5 per share for the Plan.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of:
(1) PART I - Information Required in the Section 10(a) Prospectus
(2) PART II - Information Required in the Registration Statement
(3) EXHIBITS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. PLAN INFORMATION
The Company shall deliver or cause to be delivered to
each Plan Participant material information regarding the Plan and its
operations that will enable Plan Participants to make an informed decision
regarding investment in the Plan. This information shall include to the
extent material to the particular Plan being described, but not be limited
to, (a) General Plan Information, (b) Securities to be Offered, (c)
Employees who May Participate in the Plan, (d) Purchase of Securities
Pursuant to the Plan and Payment for Securities Offered, (e) Resale
Restrictions, (f) Tax Effects of Plan Participation, (g) Investment of
Funds, (h) Withdrawal from the Plan, Assignment of Interest, (i)
Forfeitures and Penalties, and (j) Charges and Deductions and Liens
Therefor.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company shall provide a written statement to Plan Participants
advising them of the availability, without charge, upon written or oral
request, a copy of the documents incorporated by reference in ITEM 3 of
Part II of this Registration Statement. The statement also shall indicate
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the availability, without charge, upon written or oral request, of all
documents required by Part I of this Registration Statement that then
constitute part of the Section 10(a) prospectus.
The Company shall deliver or cause to be delivered to all employees
participating in the Plan (and other Plan Participants who request such
information orally or in writing) who do not otherwise receive such
material, copies of all reports, proxy statements and other communications
distributed to its shareholders generally, provided that such material is
sent or delivered no later than the time it is sent to shareholders.
The Company shall deliver or cause to be delivered with the documents
containing the information required by Part I of this Registration
Statement, to each Plan Participant to whom such information is sent or
given, a copy of the Company's Annual Report to security holders containing
the information required by Rule 14a-3(b) under the Securities Exchange Act
of 1934 for its latest fiscal year. If the latest fiscal year of the Company
has ended within 120 days prior to the delivery of the document containing
the information specified in Part I of this Registration Statement, the
Annual Report for the preceding fiscal year may be so delivered, but within
such 120 day period the Annual Report for the last fiscal year will be
furnished to each such Plan Participant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
a) The description of Common Stock of Westvaco Corporation contained
in the Company's Registration Statement on Form 10, including any
amendment or report filed for the purpose of updating such
description, under the Securities Exchange Act of 1934.
b) The latest Annual Report on Form 10-K of Westvaco Corporation for
the fiscal year ended October 31, 1994.
c) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Prospectus and prior to the
termination of the offering described herein shall be deemed to
be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares and interests offered by this Prospectus
and compliance of the Plan with ERISA have been passed upon for the Company
by Thomas R. Long, Senior Vice President and General Counsel of Westvaco
Corporation, 299 Park Avenue, New York, New York 10171, by a letter dated
February 28, 1995. Mr. Long is the direct owner of shares of common stock
of the Company. He is also the beneficial owner of shares of common stock
of the Company held in trust under the Westvaco Corporation Savings and
Investment Plan and the recipient of stock options, stock appreciation
rights and limited stock appreciation rights granted by the Company.
The financial statements incorporated by reference in this Prospectus,
which are included as portions of Westvaco's Annual Report on Form 10-K
have been so incorporated by the company in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article II, Section 14 of the Company'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."
In pertinent part, the Delaware Corporation Law provides:
"A corporation shall have power to indemnify any person . . . by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation . . . against expenses (including attorneys'
fees), judgments, fines and amounts [paid in connection with any
lawsuit], if he acted in good faith and in manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with regard to any criminal action or proceeding,
had no reasonable cause to believe this conduct was unlawful . . ."
Accordingly, the effect of the Company's Bylaws and the applicable Delaware
Corporation Law is that directors and officers are protected for actions
taken in their respective Company capacities provided their conduct is
taken in good faith and with a reasonable belief that it is not opposed to
the Company's best interests, and with respect to criminal actions not
believed to be unlawful.
The Company has purchased one or more insurance policies insuring officers
and directors of the registrant against certain liabilities, including
liabilities under the Securities Act of 1933, and insuring the registrant
against any payment which it is obligated to make to such persons under the
indemnification provisions of its Bylaws. The registrant has also entered
into agreement with each of its officers and directors providing them with
a right of indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
6
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ITEM 8. EXHIBITS
EXHIBIT 4 Instruments defining the rights of security holders,
including indentures.
(a) Restated Certificate of Incorporation for Westvaco
Corporation dated December, 1989, previously
filed as Exhibit 3b to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 31, 1992, File No. 1-3013, incorporated
herein by reference.
(b) Rights Agreement dated as of November 24, 1987
between Westvaco Corporation and Chemical
Bank (formerly Manufacturers Hanover Trust
Company) previously filed as Exhibit 1 to the
Company's Form 8-A dated December 7, 1987,
File No. 1-3013, incorporated herein by
reference.
(c) Amendment No. 1 to Rights Agreement, dated as
of October 25, 1988, previously filed as
Exhibit 28(a) to the Company's Form 8-K dated
November 10, 1988, File No. 1-3013,
incorporated herein by reference.
(d) Amendment No. 2 to Rights Agreement, dated as
of October 24, 1989, previously filed as
Exhibit 4 to the Company's Form 8-K dated
October 24, 1989, File No. 1-3013,
incorporated herein by reference.
EXHIBIT 5 Opinion re legality.
Opinion of Legal Counsel, Thomas R. Long, Esq., dated
February 28, 1995.
EXHIBIT 15 Letter re unaudited interim financial information.
None.
EXHIBIT 23 Consents of experts and counsel.
(a) Consent of Legal Counsel, Thomas R. Long, Esq., to
refer to legal opinion, included in Exhibit 5.
(b) Consent of independent accountants, Price Waterhouse
LLP, dated February 28, 1995.
EXHIBIT 24 Powers of Attorney.
(a) Powers of Attorney dated May 24, 1994, signed
by members of the Board of Directors of
Westvaco (John C. Bierwirth, Samuel W. Bodman
III, Walter H. Brown,
7
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EXHIBIT 24 George E. Cruser, David L. Luke III, John A. Luke, Jr.,
(Cont'd) John A. Luke, Sr., William R. Miller, Katherine G.
Peden and Richard A. Zimmerman) authorizing David L.
Luke III, John A. Luke, Jr., George E. Cruser and John
W. Hetherington to sign on their behalf in executing
registration documents pertaining to this Plan.
(b) Power of Attorney dated May 31, 1994, signed by David
L. Hopkins, Jr., a member of the Board of Directors
of Westvaco, authorizing David L. Luke III, John A.
Luke, Jr., George E. Cruser and John W. Hetherington
to sign on his behalf in executing registration
documents pertaining to this Plan.
(c) Power of Attorney dated November 23, 1994 signed by
Thomas W. Cole, Jr., a member of the Board of Directors
of Westvaco, authorizing David L. Luke III, John A. Luke,
Jr., George E. Cruser and John W. Hetherington to sign
on his behalf in executing registration documents
pertaining to this Plan.
(d) Power of Attorney dated December 21, 1994,
signed by W. L. Lyons Brown, Jr., authorizing
David L. Luke III, John A. Luke, Jr., George
E. Cruser and John W. Hetherington to sign on
his behalf in executing registration documents
pursuant to this Plan.
EXHIBIT 28 Information from reports furnished to state insurance
regulatory authorities.
None.
EXHIBIT 99 Additional exhibits.
Westvaco Corporation 1995 Salaried Employee Stock Incentive
Plan.
8
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ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement,
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.
(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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of any employee benefit plan's annual report pursuant to
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.
(c) The Company hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the 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
9
<PAGE>
such liabilities (other then 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, the
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.
10
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Westvaco Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8, 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, State
of New York, on the 28th day of February, 1995.
WESTVACO CORPORATION
By /s/John A. Luke, Jr.
John A. Luke, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
their capacities and on the dates indicated.
Principal Executive Officer:
/s/John A. Luke, Jr. President and Chief February 28, 1995
John A. Luke, Jr. Executive Officer
Principal Financial Officer:
/s/George E. Cruser Senior Vice President February 28, 1995
George E. Cruser
Principal Accounting Officer:
/s/John E. Banu Comptroller February 28, 1995
John E. Banu
John C. Bierwirth David L. Luke III )
Samuel W. Bodman III John A. Luke, Sr. ) Constituting
Walter H. Brown John A. Luke, Jr. ) At Least A
W. L. Lyons Brown, Jr. William R. Miller ) Majority Of
Thomas W. Cole, Jr. Katherine G. Peden ) The Directors
George E. Cruser Richard A. Zimmerman )
David L. Hopkins, Jr.
By /s/John W. Hetherington
John W. Hetherington
Attorney-in-Fact February 28, 1995
11
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The Plan. Pursuant to the requirements of the Securities Act of
1933, the Westvaco Corporation 1995 Salaried Employee Stock Incentive
Plan has duly caused this Form S-8 to be signed on their
behalf by the undersigned, thereunto duly authorized in the
City of New York, State of New York, on this 28th day of
February, 1995.
WESTVACO CORPORATION
1995 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
By /s/Robert J. Furnas
Robert J. Furnas
Chairman of Westvaco
Corporation Benefit Plans
Administration Committee
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File No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
FOR
WESTVACO CORPORATION
1995 SALARIED EMPLOYEE
STOCK INCENTIVE PLAN
_________________________________________________________
WESTVACO CORPORATION
(a Delaware Corporation)
(I.R.S. Employer Identification No. 13-1466285)
299 Park Avenue
New York, New York 10171
(Name of issuer of the securities being offered
pursuant to the Plans and
the address of its principal executive office)
__________________________________________________________
JOHN W. HETHERINGTON, VICE PRESIDENT AND SECRETARY
WESTVACO CORPORATION
299 Park Avenue
New York, New York 10171
Telephone - 212-688-5000
(Name and address of agent for service for the
employer and for the issuer of the securities)
EXHIBITS
13
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EXHIBIT INDEX
Exhibit No. Description Page No.
4(a) Restated Certificate of Incorporation
for Westvaco Corporation dated
December, 1989, previously filed as
Exhibit 3b to the Company's Annual
Report on Form 10-K for the Fiscal
Year ended October 31, 1992, File
No. 1-3013, incorporated herein by
reference.
4(b) Rights Agreement dated as of November 24, 1987
between Westvaco Corporation and Chemical Bank
(formerly Manufacturers Hanover Trust Company)
previously filed as Exhibit 1 to the Company's
Form 8-A dated December 7, 1987, File
No. 1-3013, incorporated herein by reference.
4(c) Amendment No. 1 to Rights Agreement dated as
of October 25, 1988, previously filed as
Exhibit 28(a) to the Company's Form 8-K dated
November 10, 1988, File No. 1-3013,
incorporated herein by reference.
4(d) Amendment No. 2 to Rights Agreement, dated as
of October 24, 1989, previously filed as
Exhibit 4 to the Company's Form 8-K dated
October 24, 1989, File No. 1-3013,
incorporated herein by reference.
5 Opinion re legality by Thomas R. Long, Esq. 16
dated February 28, 1995.
23(a) Consent of Legal Counsel, Thomas R. Long, Esq.
to refer to legal opinion, included in
Exhibit 5.
23(b) Consent of independent accountants, Price 17
Waterhouse LLP, dated February 28, 1995.
24(a) Powers of Attorney dated May 24, 1994, signed by 18-27
members of the Board of Directors of Westvaco
(John C. Bierwirth, Samuel W. Bodman III,
Walter H. Brown, George E. Cruser,
David L. Luke III, John A. Luke, Jr.,
John A. Luke, Sr., William R. Miller, Katherine G.
Peden and Richard A. Zimmerman) authorizing
David L. Luke, III, John A. Luke, Jr.,
14
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Exhibit No. Description Page No.
24(a) George E. Cruser and John W. Hetherington
(cont'd) to sign on their behalf in executing
registration documents pertaining to
this Plan.
24(b) Power of Attorney dated May 31, 1994, signed 28
by David L. Hopkins, Jr., a member of the
Board of Directors of Westvaco, authorizing
David L. Luke III, John A. Luke, Jr.,
George E. Cruser and John W. Hetherington to
sign on his behalf in executing registration
documents pertaining to this Plan.
24(c) Power of Attorney dated November 23, 1994, 29
signed by Thomas W. Cole, Jr., a member of
the Board of Directors of Westvaco, authorizing
David L. Luke III, John A. Luke, Jr., George E.
Cruser and John W. Hetherington to sign on his
behalf in executing registration documents
pertaining to this Plan.
24(d) Power of Attorney dated December 21, 1994, 30
signed by W. L. Lyons Brown, Jr., a member of
the Board of Directors of Westvaco, authorizing
David L. Luke, III, John A. Luke, Jr., George
E. Cruser and John W. Hetherington to sign on
his behalf in executing registration documents
pertaining to this Plan.
99 Westvaco Corporation 1995 Salaried Employee 31-47
Stock Incentive Plan.
15
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Westvaco
February 28, 1995
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
Dear Sir/Madam,
As General Counsel of Westvaco Corporation ("Westvaco"), I am
familiar with the Westvaco Corporation 1995 Salaried Employee
Stock Incentive Plan ("Plan"). I also am familiar with the
adoption of the Plan by the Board of Directors and the
shareholders of Westvaco.
It is my opinion that the Plan has been validly authorized and
adopted by Westvaco and that recipients of awards under the
Plan ("Optionees") may enforce such awards according to their
terms.
It is also my opinion that the interests of Optionees in the
Plan are legal and that any shares of Westvaco Common Stock of
the par value of $5 per share ("Westvaco Common Share") issued
or sold to Optionees upon the exercise of options under the
Plan are legal shares, and have been validly issued, and, when
so issued or sold, are fully paid and non-assessable.
I consent to the filing of this opinion letter as an exhibit
to any registration statements under the Securities Act of
1933, or post-effective amendments thereto, registering
Westvaco Common Stock and other interests of Optionees. I
further consent to any reference to this opinion in any
prospectus which is part of any such registration statement or
post-effective amendment.
In addition to being General Counsel, I am a Senior Vice
President of Westvaco. I also own Westvaco Common Stock and
am the beneficial owner of Westvaco Common Stock purchased
under the Westvaco Savings and Investment Plan for Salaried
Employees.
Very truly yours,
/s/Thomas R. Long
Thomas R. Long
Senior Vice President
and General Counsel
TRL:EPM
16
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
November 17, 1994 appearing on page 33 of the 1994 Annual
Report to Shareholders of Westvaco Corporation, which is
incorporated by reference in Westvaco Corporation's Annual
Report on Form 10-K. We also consent to incorporation by
reference of our report on the Financial Statement Schedules
which appears on Page IV-3 of such Annual Report on Form 10-K.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
February 28, 1995
17
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/John C. Bierwirth
John C. Bierwirth
In the presence of:
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/Samuel W. Bodman III
Samuel W. Bodman III
In the presence of:
19
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/Walter H. Brown
Walter H. Brown
In the presence of:
20
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/George E. Cruser
George E. Cruser
In the presence of:
21
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/David L. Luke III
David L. Luke III
In the presence of:
22
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/John A. Luke, Jr.
John A. Luke, Jr.
In the presence of:
23
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/John A. Luke, Sr.
John A. Luke, Sr.
In the presence of:
24
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/William R. Miller
William R. Miller
In the presence of:
25
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/Katherine G. Peden
Katherine G. Peden
In the presence of:
26
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 24 day of May , 1994.
/s/Richard A. Zimmerman
Richard A. Zimmerman
In the presence of:
27
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 31 day of May , 1994.
/s/David L. Hopkins, Jr.
David L. Hopkins, Jr.
In the presence of:
28
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 23 day of November , 1994.
/s/Thomas W. Cole, Jr.
Thomas W. Cole, Jr.
In the presence of:
29
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director or both an officer and a director of
WESTVACO CORPORATION, a Delaware corporation (the "Company"),
does hereby constitute and appoint DAVID L. LUKE III, JOHN A.
LUKE, JR., JOHN W. HETHERINGTON and GEORGE E. CRUSER, and each
of them, with full power of substitution, his true and lawful
attorneys and agents to do any and all acts and things and to
execute any and all instruments which such attorneys and
agents may deem necessary or advisable (1) to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and re-quirements of the Securities
and Exchange Commission in respect thereof, in connection with
the registration under said Act of the Westvaco Corporation
Savings and Investment Plan for Salaried Employees, and the
securities issued thereunder, as well as securities issued
under the Company's Dividend Reinvestment Plan and any of the
Company's Stock Option and Stock Appreciation Rights Plans,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to a Registration
Statement, and any amendment thereto, filed with the
Securities and Exchange Commission in respect of such
securities and to any instrument or document filed as a part
of, as an exhibit to, or in connection with such Registration
Statement, or any such amendment; and (2) to register or
qualify such securities for offering, issue or sale under the
securities or blue sky laws of such states as may be required,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign, for and on
behalf of the undersigned, the name of the undersigned as
officer or director or both of the Company to any application,
statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed
as a part thereof or in connection therewith, which is
required to be signed by the undersigned and to be filed with
the public authority or authorities administering such
securities or blue sky laws, for the purpose of so registering
or qualifying such securities for offering, issue or sale; and
the undersigned does hereby ratify and confirm as his own act
and deed all that such attorneys and agents, and each of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has subscribed this
Power of Attorney this 21 day of December , 1994.
/s/W. L. Lyons Brown, Jr.
W. L. Lyons Brown, Jr.
In the presence of:
30
<PAGE>
2/28/95
Westvaco Corporation
1995 Salaried Employee
Stock Incentive Plan
1. Purpose
The purpose of the 1995 Salaried Employee Stock Incentive
Plan (the "Plan") is to provide long-term incentive
supplemental compensation through the ownership of stock for
salaried employees, including selected officers of Westvaco
Corporation ("Westvaco" or the "Company") and its
subsidiaries. These employees are chosen because of their
significant contribution, or potential for significant
contribution, to the long-term success of the Company
through their ability, invention, industry, loyalty,
outstanding performance or technical achievement.
2. Definitions
As used in the Plan, the following terms shall have the
following respective meanings:
a) "Eligible Employee" shall mean salaried
employees, including selected officers who may
also be directors, who are employed by Westvaco
or by a subsidiary which is at least 50% owned
directly or indirectly by Westvaco.
b) "Board" shall mean the Board of Directors of Westvaco
Corporation.
c) "Committee" shall mean the Compensation Committee of
the Board or any subcommittee thereof, which Committee
or subcommittee shall consist of not less than three
31
<PAGE>
(3) members of the Board, or two (2) if permitted by Rule
16-3(c) as hereafter referenced, each of whom shall
be a "disinterested person" within the meaning of
Rule 16b-3(c) promulgated under the Securities
Exchange Act of 1934, as amended or superseded, and
also an "outside director" for the purposes of
Section 162(m) of the Internal Revenue Code of 1986,
as amended or superseded.
d) "Incentive Stock Option" shall mean an option meeting
the requirements of Section 422 of the Internal Revenue
Code in 1986, as amended or superseded.
e) "Non-Qualified Stock Option" shall mean an option that
is not an Incentive Stock Option.
f) "Fair Market Value" shall mean the mean of the high and
low prices at which Westvaco stock traded on the New
York Stock Exchange on a designated date.
g) "Effective Date" of the exercise of any stock option
or stock appreciation right shall be the last
business day preceding (1) in the case of delivery of a
completed exercise form by hand or FAX transmission to the
Westvaco Treasurer's office, the date received by
such office, or (2) in the case of mailed forms, the
postmark date for such mailing.
h) "Optionee" shall mean the grantee of any stock
option, stock appreciation right, or limited stock
appreciation right, and any other person who may be
entitled to exercise such option or right.
-2-
32
<PAGE>
3. Shares of Stock Subject to the Plan
Subject to adjustment as provided herein, the total number of
shares that may be subject under the Plan to stock options and
stock appreciation rights is 3,225,000 shares of the common
stock of the Company. Of this total number, no more than
1,000,000 shares shall be available for stock grants as well as
for stock option and stock appreciation rights. The source of
shares for the Plan may be treasury shares or newly issued
shares, at the discretion of the Board. Any share which is
subject to an option or stock appreciation right which for any
reason expires or is terminated unexercised, or which is the
subject of a stock grant which is forfeited, may again be
subject to an option, stock appreciation right or grant under
the Plan, up to the respective limits provided. Shares of
stock available for the grant of stock options, stock
appreciation rights or stock grants under the Plan shall not be
diminished by any grants of any kind under any plan created or
maintained by any company acquired by the Company or with which
the Company or any subsidiary of the Company is merged or
combined.
4. Limitation
In order to conform to the limitation contained in Section
162(m) of the Internal Revenue Code of 1986, and the
regulations adopted thereunder, the maximum total number of
shares with respect to which stock options or stock
appreciation rights may be granted to any single employee
during the term of the Plan shall in no event exceed 500,000
shares, subject to adjustment as provided in Section 5.
Further, the maximum total number of shares which may be
granted to any single employee during the term of
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the Plan shall in no event exceed 100,000 shares, also subject
to adjustment as provided in Section 5.
5. Adjustment for Changes in Capitalization
The aggregate number of common shares authorized under Section
3 and the number of shares subject to stock options, stock
appreciation rights, or stock grants, and the individual grant
limits in Section 4 above, shall be automatically adjusted on
an equitable basis as determined by the Committee for any
changes in the number of outstanding common shares resulting
from recapitalization, stock splits, stock dividends, or any
other similar changes in capitalization effected without
consideration occurring after the effective date of the Plan.
There shall also be a similar adjustment in the number of
shares subject to outstanding options and stock appreciation
rights, in the related option price, and in the number of
outstanding stock grants. Any resulting fractional share,
however, shall be eliminated.
6. Effective Date and Term of Plan
The Plan shall be submitted to shareholders of the Company for
approval at the 1995 annual meeting scheduled to be held on
February 28, 1995, or any adjournment thereof, and, if
approved, shall become effective on that date. Unless sooner
terminated, the Plan shall terminate on February 28, 2005. No
further grants shall be made under the Plan after termination,
but termination shall not affect the rights of any Optionee
under any grants made prior to termination.
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7. Prior Plans
Upon the effectiveness of the Plan, grants may continue to be
made under the 1988 Westvaco Corporation Stock Option and Stock
Appreciation Rights Plan in accordance with its terms to the
extent that there are shares remaining. Prior grants under
that plan and earlier plans shall continue in effect in
accordance with their terms.
8. Administration of the Plan
The Plan shall be administered by the Committee. In
administering the Plan, the Committee, in its discretion, may
adopt whatever rules and regulations consistent with the Plan
it deems appropriate, and may delegate administrative functions
to management that do not involve discretionary decisions,
including discretionary decisions as to the timing, price or
recipients of grants, or the approval of cash exercises of
stock appreciation rights. The interpretation or decision with
regard to any question arising under the Plan made by the
Committee shall be final and conclusive on all parties
participating or eligible to participate in the Plan. The
Committee shall determine, in its discretion, each Eligible
Employee to whom, and the time or times at which, grants shall
be made and the number of stock options, stock appreciation
rights and shares to be included in such grants, and whether
any option granted shall be an Incentive Stock Option or a Non-
Qualified Stock Option.
9. Amendments
The Plan may be amended at any time in any respect or
terminated by the Board acting on recommendation of the
Committee, except that amendments
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to increase the total shares subject to the Plan or available
for any grant (except as provided under Section 5), to reduce
the minimum price at which options may be granted, to extend
the maximum option term permitted under the Plan, or to change
the eligibility for grant, may not be made without shareholder
approval. In addition, no amendment may, without the consent
of the Optionee, cancel any outstanding stock option or stock
appreciation right, increase its exercise price, shorten its
term, or extend its vesting period, or negatively affect rights
already granted or accrued.
It is intended that the Plan always satisfy the conditions
of Securities and Exchange Commission Rule 16b-3 (or any
similar rule) which exempts certain transactions pursuant to
the Plan by directors and officers of the Company from the
operation of Section 16(b) of the Securities Exchange Act of
1934, provided that the Plan satisfies such conditions. The
Plan may be amended to meet the conditions required, or to
remove conditions no longer required, by such Rule, provided
that the express restrictions set forth in this Section 9 shall
always be maintained.
10. Stock Options
The Committee may grant stock options to any Eligible Employee
in the form of either an Incentive Stock Option or a Non-
qualified Stock Option or a combination thereof. All options
shall be evidenced by written agreements and shall be granted
on the terms hereafter set forth, together with such other
terms, not inconsistent with the terms of the Plan, as the
Committee, in its discretion, may from time to time approve.
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(a) Option Price. The exercise price of the shares under each
option shall be not less than 100% of the Fair Market Value
of Westvaco common stock on the date the option is granted.
(b) Medium and Time of Payment. Stock purchased pursuant to
an option shall be paid for in full at the time of purchase
in such manner as the Committee shall determine. The
medium of payment shall be cash, Westvaco common stock
valued at Fair Market Value, or any other property
satisfactory to Westvaco, valued as of the Effective Date
of the exercise. Following receipt of payment, the Company
shall deliver to the Optionee a certificate or certificates
for shares due upon an option exercise.
(c) Forfeiture of Stock Appreciation Rights. Upon the exercise
of stock options, stock appreciation rights with respect to
the same shares shall be forfeited.
11. Stock Appreciation Rights
The Committee may grant stock appreciation rights either free-
standing to any Eligible Employee or with respect to all or
some of the shares of the common stock of the Company covered
by options held by an Eligible Employee. All stock
appreciation rights shall be evidenced by written agreements
and shall be granted on the terms hereafter set forth, together
with such other terms, not inconsistent therewith, as the
Committee, in its discretion, may from time to time approve.
(a) Value of Stock Appreciation Right. The value of a stock
appreciation right shall be equal to the excess, if any, of
the Fair Market Value of the common stock of the Company on the
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Effective Date of exercise of such right over the Fair
Market Value on the date of grant.
(b) Exercise. Following the exercise of stock appreciation
rights the Optionee shall be entitled to receive the value
thereof in stock or in cash or in any combination thereof,
subject to such approval by the Committee as may be
required by the rules of the Securities and Exchange
Commission or by the Committee. Cash shall be delivered in
lieu of any fractional share of stock.
(c) Receipt of Cash. If, upon the exercise of stock
appreciation rights, the Optionee elects to receive any
cash in full or partial settlement of such rights, then,
unless the Committee determines otherwise, but always to
the extent required by the rules under Section 16 of the
Securities Exchange Act of 1934, the Effective Date of
exercise of such stock appreciation rights and the election
to receive cash must occur during a period beginning on the
third business day following the date of release of the
Company's quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day
following such date. Such election to receive any cash is
subject to the approval of the Committee acting in its sole
discretion.
(d) Forfeiture of Stock Option. Upon the exercise of stock
appreciation rights, stock options with respect to the same
shares shall be forfeited.
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12. Limited Stock Appreciation Rights
The Committee may grant limited stock appreciation rights
("Limited Rights") to any Eligible Employee holding or granted
stock options or stock appreciation rights with respect to all
or some of the shares of the common stock of the Company
covered by any such options or rights ("Related Options or
Rights"). All Limited Rights shall be evidenced by written
agreements and shall be granted on the terms hereafter set
forth, together with such other terms, not inconsistent
therewith, as the Committee, in its discretion, may from time
to time adopt.
(a) Grant. Limited Rights may be granted either at the time
Related Options or Rights are granted or at any time during
the term of such Related Options or Rights.
(b) Exercise. Except as expressly provided herein, the
exercise of Limited Rights shall be subject to all
applicable provisions of the Plan. In addition, the
exercise of Limited Rights shall be automatic upon the
occurrence of a Significant Change as defined in Section
12(c) hereof and shall be exercised (i) only for cash; (ii)
without regard to whether the exercise occurs during a 10-
day window period as described in Section 11(c); (iii) only
after the expiration of six (6) months following the date
such Limited Rights were granted; and (iv) only if the
Significant Change was not be within the control of the
Optionee holding such Limited Rights. Additionally,
notwithstanding any other provision of the Plan, neither
the Committee nor the Board of Directors shall have the
authority to reject or disapprove an exercise of Limited
Rights for any reason other than as provided in this
Section 12.
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(c) Significant Change shall mean the occurrence of any of the
following events: (i) any person, firm, corporation,
organization or association of persons or organizations
acting in concert, excluding any qualified employee benefit
plan of the Company applicable to employees generally of
the Company and its controlled subsidiaries, shall become
the beneficial owner, as defined in Rule 13d-3 under the
Securities Exchange Act of 1934 as in effect on the date
hereof, directly or indirectly of 20% or more of the
combined voting power of the Company's then outstanding
securities; or (ii) there shall be consummated any
consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant
to which shares of the Company's common stock would be
converted into cash, securities or other property, other
than a merger of the Company in which the holders of the
Company's common stock immediately prior to the merger have
the same proportionate ownership of common stock of the
surviving corporation immediately after the merger; or
(iii) there is consummated any sale, lease, exchange or
other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets
of the Company; or (iv) the stockholders of the Company
have approved any plan or proposal for the liquidation or
dissolution of the Company; or (v) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the entire Board of Directors shall cease
for any reason to constitute a majority thereof unless the
election, or the nomination for
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election, by the Company's stockholders of each new
director was approved in advance by a vote of at least two-
thirds of the directors then still in office who were
directors at the beginning of the period.
(d) Value of Limited Right. The amount paid to the holder of
a Limited Right shall not exceed the greater of:
(i) the highest price per share paid in
connection with any tender or exchange offer for
common stock of the Company in effect during the
period beginning on the 60th day preceding the date
on which the Limited Right is exercised and ending on
the date on which such Limited Right is exercised,
or;
(ii) the highest Fair Market Value of a share of common stock of
the Company during such 60-day period;
reduced by the option price of the Related Option or
Right. In the case of a Limited Right related to an
Incentive Stock Option, the amount paid to the holder upon
exercise of the Limited Right shall be the difference
between the Fair Market Value of the Company stock on the
date of exercise reduced by the exercise price of the
Related Option or Right.
(e) Forfeiture of Related Options or Rights. Related Options
and Rights shall be forfeited to the extent of the number
of shares with respect to which Limited Rights are
exercised, and such Related Options and Rights shall be
considered to have been exercised to the extent that
Limited Rights have been exercised for purposes of
calculating the number of shares which can be issued under
the Plan.
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(f) Forfeiture of Limited Rights. Limited Rights shall be
forfeited to the extent of the number of shares with
respect to which Related Options or Rights have been
exercised or have terminated.
13. Period of Exercise of Options, Stock Appreciation Rights,
and Limited Stock Appreciation Rights
Each stock option and stock appreciation right shall be
exercisable after such period of time as the Committee, in its
sole discretion, shall determine, but in no case less than
twelve (12) months after the date on which it is granted,
except in the case of Limited Rights.
The Committee may make such provisions covering periods of
exercise subsequent to termination of employment, including
retirement, as it, in its sole discretion, may determine. In
all cases, however, a stock option or stock appreciation right
cannot be exercised beyond a period of ten (10) years from the
date of grant, except, in the case of the death of a grantee
within one year before the expiration of a Non-Qualified Stock
Option or a stock appreciation right because of time, such
stock option or stock appreciation right may be exercised for a
period of eleven (11) years from the date of grant. All of the
periods within which options and rights are exercisable are
subject always to such further limitations as may be required
to maintain favorable treatment under the securities and tax
laws.
Options and rights shall be affected by leaves of absence as
the Committee may determine.
14. Restricted Stock Grants
The Committee may, in its sole discretion, grant up to a total of
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1,000,000 shares of the Company's common stock to Eligible
Employees in such quantities (not exceeding 100,000 shares to any one
individual), and on such terms, conditions and restrictions as
the Committee shall establish ("Restricted Stock"). The
amounts set forth are subject to adjustment as provided in
Section 5. The terms, conditions, and restrictions of any
Restricted Stock Grant shall be set forth in a written
agreement between the Company and the grantee and include the
terms hereafter set forth together with such other terms, not
inconsistent therewith, as the Committee, in its discretion,
may from time to time adopt.
(a) Restrictions. Restricted Stock shall be granted either
with vesting dependent solely on the passing of time or
based on time and express performance criteria such as is
measured by the company's earnings per share, sales, net
income, return on investment, return on equity, return on
assets, or a combination of such performance-based
criteria. Each grant agreement shall set forth the bases
of restrictions.
(b) Certificate. Shares of Restricted Stock shall be
evidenced by a stock certificate registered in the name of
the grantee which shall bear an appropriate legend,
substantially in the following form:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Westvaco
Corporation 1995 Stock Incentive Plan and a Restricted
Stock
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Agreement. Copies of such Plan and Agreement are
on file at the Offices of Westvaco Corporation, 299
Park Avenue, New York, New York 10171."
The Committee may require that the certificates evidencing
such shares be held in custody by the Company until the
restrictions thereon shall have lapsed and that, as a
condition of any Restricted Stock grant, the grantee
deliver a stock power, endorsed in blank, relating to the
stock covered by such grant.
(c) Rights as Stockholder. Except as otherwise provided
herein and in the agreement covering a grant of Restricted
Stock, the grantee shall have all of the rights of a
stockholder of the Company, including the right to vote the
Restricted Stock and to receive all dividends or other
distributions paid or made with respect to such shares;
provided that any additional shares received in a
distribution in respect of Restricted Stock shall be deemed
Restricted Stock.
(d) Forfeiture. If the Committee determines that the
conditions of the Restricted Stock Grant have not been met
or satisfied, the grantee will be deemed to have forfeited
such Restricted Stock and the right of the grantee to such
shares shall terminate without any further obligation on
the part of the Company. The Committee may however,
provide for the lapse of such restrictions in installments
and may waive or accelerate the lapse of such restrictions,
except
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performance-based restrictions, in whole or in part, based
on such factors or criteria as the Committee may determine.
(e) Termination of Employment.
(i) In the event of the death of the grantee all of the
restrictions upon any Restricted Stock granted under
the Plan to such grantee shall immediately cease, and any
shares of Restricted Stock held by the Company shall
be delivered to the grantee's estate, or the grantee's
beneficiary, as the Committee may then determine. The
Committee may make such other provisions with regard
to restrictions on Restricted Stock following
termination of employment, including retirement, as
it, in its sole discretion, may determine.
(ii) In the event of a Significant Change, as defined in
Section 12(c), all of the restrictions imposed or
authorized by this Section shall immediately cease to
apply to all Restricted Stock issued pursuant to the
Plan.
15. Additional Provisions Relating to Stock Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, and
Stock Grants
(a) Payment of Taxes. It shall be a condition to the
performance of the Company's obligation to make any payment
or to issue, transfer or deliver any common stock that the
Optionee pay, or make provision satisfactory to the Company
for the payment of, any income tax or other tax which the
Company is obligated, in its sole judgment, to collect or
withhold with respect to such payment, issuance, transfer
or delivery, or with respect to the vesting of any shares.
The
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withholding or surrender of any stock for the purposes of
satisfying any such tax liabilities shall be accomplished
in accordance with applicable rules of the Securities and
Exchange Commission.
(b) Rights as a Stockholder. A holder of stock options or stock
appreciation rights shall have no rights as a stockholder
with respect to any shares issuable or transferable upon
exercise thereof until the date of issuance of a stock
certificate for such shares. No adjustment shall be made
for dividends or other rights for which the record date is
prior to the date as of which such stock certificate is
issued.
(c) Non-Assignability. No stock option or stock appreciation
right or Restricted Stock while under restriction, shall be
assignable or transferable except by will or by the laws of
descent and distribution, by operation of law, or if
permitted by law and under uniform standards adopted by the
Committee, to immediate family members of the Optionee, or
to trusts whose beneficiaries are the Optionee or immediate
family members. Any provision of the foregoing to the
contrary notwithstanding, an attempted assignment which
would cause this Plan or the grants thereunder not to be
exempt in accordance with the rules promulgated under
Section 16 of the Securities Exchange Act of 1934, as
amended or superseded, shall be void.
(d) General Restriction. The grant or exercise of any stock
option or stock appreciation right, or the issuance or
transfer of any stock,
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pursuant to this Plan, is conditioned upon such listing,
registration, qualification and regulatory approvals as the
Board or the Committee, in their respective discretion, may
deem necessary or desirable. The Board or the Committee,
respectively, may also place such restrictions or legends
or additional legends, on stock issued or transferred as it
determines to be required or advisable to comply with
applicable law or regulation, or the listing requirements
of any exchange upon which the common stock of Westvaco is
traded or intended to be traded.
16. Use of Proceeds
The proceeds from the sale of common stock, pursuant to options
granted under the Plan, shall constitute general funds of the
Company.
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