The following is the text of the proxy card for individual
shareholders mailed with the proxy statement.
WESTVACO CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints John A. Luke, Jr., Rudolph G. Johnstone,
Jr., and John W. Hetherington, successively, with full power of
substitution, to represent the undersigned and to vote all Common
Stock of Westvaco Corporation which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders of the
Corporation to be held on February 25, 1997 and at any
adjournment of the meeting.
(Continued and to be signed on the reverse side)
Westvaco
Westvaco Building PROXY
299 Park Avenue Solicited on Behalf of the
New York, NY 10171 Board of Directors
February 25, 1997 Annual Meeting of Shareholders
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ACCOUNT NUMBER COMMON
- -----------------------------------------------------------------
The Board of Directors recommends a vote FOR all nominees listed
below and FOR proposals 2 and 3.
1. Election of Directors: Samuel W. Bodman, III, Thomas W. Cole,
Jr., Rudolph G. Johnstone, Jr. and John A. Luke.
WITHHELD for the following nominee(s)
___FOR ___WITHHELD only, write name(s) below.
all nominees for all nominees ____________________________________
2. Appointment of Price Waterhouse LLP as
independent accountants for 1997. ___FOR ___AGAINST ___ABSTAIN
3. Proposal to amend the Corporation's Restated Certificate of
Incorporation increasing from 200,000,000 to 300,000,000 the
number of authorized shares of common stock.
___FOR ___AGAINST ___ABSTAIN
The proxies are directed to vote as specified above and on any
matters properly coming before the meeting and any adjournment thereof.
If no direction is made, the proxies will vote FOR all nominees listed
above and FOR Proposals 2 and 3. Please date, sign and return this
proxy promptly.
Dated____________________, 1997
Signature______________________
_______________________________
_______________________________
Please sign exactly as your name
appears on this proxy. If signing
for estates, trusts or corporations,
title or capacity should be stated.
