CERTIFICATE OF ADJUSTMENT
Pursuant to Section 12 of the Rights Agreement (the
"Rights Agreement"), dated as of November 24, 1987, as
amended as of October 25, 1988 and as of October 24,
1989, between Westvaco Corporation (the "Company") and The
Bank of New York, as Rights Agent, the Company hereby
certifies as follows:
On October 2, 1995, a three-for-two split of the
Company's Common Stock par value $5.00 per share (the
"Common Stock") was effected in the form of a 50% stock
dividend to shareholders of record on September 1, 1995.
Pursuant to Section 11(p) of the Rights Agreement,
effective as of October 2, 1995, the number of Rights
with respect to each share of Common Stock is adjusted
from 1 (one) to 2/3rds (two-thirds).
Dated this 11th day of November , 1996.
WESTVACO CORPORATION
By:
John W. Hetherington
Vice President and Corporate Secretary
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The undersigned registrant hereby amends its Registration
Statement on Form 8 dated December 7, 1987, as amended on
November 10, 1988 and October 24, 1989, as follows:
Item 1. Description of Securities To Be Registered.
On October 2, 1995, a three-for-two split of the Common Stock of
the Company was effected in the form of a 50% stock dividend to
shareholders of record on September 1, 1995. As a result of
such stock dividend, an adjustment was made with respect to the
Rights in accordance with the terms and provisions of the Rights
Agreement. A copy of the certificate of adjustment (the
"Certificate of Adjustment") delivered to the Rights Agent
pursuant to Section 12 of the Rights Agreement, setting forth
such adjustments, is attached hereto as Exhibit 5 and is
incorporated herein by reference.
Item 2. Exhibits.
5. Certificate of Adjustment dated November 11, 1996,
delivered to The Bank of New York, as Rights Agent.
