Westvaco
December 29, 1995
TO: All Employees
FROM: John A. Luke, Jr.
Participation in Westvaco's Savings and Investment Program
increased significantly in 1995 with the creation of a plan to
include our hourly paid employees. We are extremely pleased
with the very positive response to this plan; currently over
90 percent of all of our domestic employees are participating
in our Savings and Investment Program.
New members of the S&I Plans will for the first time have an
opportunity to exercise voting rights related to the shares of
Westvaco common stock represented by the units credited to
their plan account. This means that you can tell the Plan
Trustee, Wachovia Bank of North Carolina, how you would like
it, as Trustee, to vote on the matters of business that
require approval at the company's annual meeting of
shareholders.
Employees who are participants in the S&I Plans will shortly
be receiving a Proxy Statement from the company officially
announcing the 1996 annual meeting of shareholders to be held
in New York City on February 27, 1996. Included in the proxy
statement are the business matters on which the company's
shareholders will be asked to vote. This year there are three
proposals that will be presented: Election of three directors
of the company; approval of the company's outside auditing
firm; and an Annual Incentive Compensation Plan for senior
officers of the company.
The nominees for election to the Board of Directors are each
currently serving on the Board. The slate includes two
outside directors, W. L. Lyons Brown, Jr. and William R.
Miller, in addition to me. The outside auditing firm we are
recommending for approval is Price Waterhouse LLP, one of the
leading firms in the field. They have rendered highly
professional and valuable service to Westvaco over many years.
The details of the proposed Annual Incentive Compensation Plan
will be presented in the Proxy Statement. The Incentive Plan
has been developed as a carefully designed response both to
recent tax law changes and broad-based shareholder interest
throughout our country in assuring that compensation for
senior company management be tied directly to the performance
of their companies and therefore be at risk.
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All Employees
December 29, 1995
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This proposed Plan does not suggest a change in the company's
philosophy or tradition of relying on well-designed
compensation programs to provide attractive and competitive
levels of compensation for all employees. That approach has
worked very well for a great many years, and we remain firmly
committed to it.
Included with the Proxy Statement will be a confidential
voting instruction card which should be used to instruct the
Plan Trustee on how you wish to vote on each of the matters
described in the Proxy Statement. Your voting instructions
are strictly confidential and are only seen by authorized
personnel of the Bank Trustee.
Your right to direct the vote of the stock associated with
your interest in the Savings and Investment Plans is
important, and I encourage you to return your confidential
voting instruction card as promptly as possible. For your
vote to be recorded, your card must be returned no later than
February 20, 1996.
I look forward to the opportunity for all of us to work
closely together as we face the challenges of the new year.
