EXHIBIT 4(b)(1)
Form of Floating Rate Note due 2003
WESTVACO CORPORATION
CUSIP: 961548 AX 2
No. $
WESTVACO CORPORATION, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture herienafter
referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum
of Dollars on June 5, 2003, and to
pay interest thereon from June 5, 2000, or from the most
recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly on March 5, June 5,
September 5 and December 5 in each year commencing
September 5, 2000, at a rate per annum, reset quarterly,
equal to LIBOR (as defined below) plus 0.90%, as determined
by the Calculation Agent, until the principal hereof is
paid or made available for payment. The amount of interest
to be paid on this Security for each Interest Period will
be calculated by adding the Daily Interest Amount for each
day in the Interest Period. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest,
which shall be the 15th calendar day (whether or not a
Business Day) next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any)
and interest on this Security will be made at the offices
or agencies of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the
Company payment of interest may be made by check drawn upon
any Paying Agent and mailed on or prior to an Interest
Payment Date to the address of the Person entitled thereto
as such address shall appear in the Security Register.
Reference is hereby made to the further
provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse
hereof, directly or through an authenticating agent, by the
manual signature of an authorized officer, this Security
shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated:
WESTVACO CORPORATION
By:
______________________________
_
[Seal]
Attest:
____________________________
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By:
______________________________
__
Authorized
Signatory
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of March 1, 1983 (herein called the "Indenture"),
between the Company and Irving Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in
aggregated principal amount to $200,000,000.
Upon not less than 30 nor more than 60 days' notice,
the Company may redeem this Security, in whole or in part, on any
Interest Payment Date on or after June 5, 2001, at a Redemption
Price equal to 100% of the principal amount hereof, together with
accrued and unpaid interest hereon, if any, to the Redemption
Date. Notice of redemption shall be given as provided in the
Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed. However, notwithstanding any other
provisions of this Security or the Indenture, the interest rate
on this Security will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United
States law or general application.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All percentages resulting from any calculations
required by this Security will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five
one-millionths of percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half
cent being rounded upwards).
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture. In addition, the following terms used in this
Security shall have the definitions set forth below:
"Calculation Agent" means The Bank of New York in its
capacity as calculation agent for this Security, or any successor
thereto. The Company may appoint a successor Calculation Agent
with the consent of the Trustee, which consent shall not be
unreasonably withheld.
"Daily Interest Amount" means the amount calculated by
dividing the interest rate in effect for that day by 360 and
multiplying the result by the principal amount of this Security.
"Determination Date" with respect to an Interest Period
will be the second London Banking day preceding the first day of
the Interest Period. The Determination Date with respect to the
first Interest Period will be June 1, 2000.
"Interest Period," with respect to any Interest Payment
Date, means the period commencing on and including the
immediately preceding Interest Payment Date and ending on and
including the day next preceding such Interest Payment Date;
provided that the first Interest Period will begin on and include
June 5, 2000 and end on and include September 4, 2000.
"LIBOR," with respect to an Interest Period, shall be
the rate (expressed as percentage per annum) for deposits in
United States dollars for a three-month period beginning on the
second London Banking Day after the Determination Date that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on
the Determination Date. If Telerate Page 3750 does not include
this rate or is unavailable on the Determination Date, LIBOR for
the Interest Period shall be the arithmetic mean of the rates
(expressed as a percentage per annum) for deposits in a
Representative Amount in United States dollars for a three-month
period beginning on the second London Banking Day after the
Determination Date that appear on Reuters Screen LIBO Page as of
11:00 a.m., London time, on the Determination Date. If Reuters
Screen LIBO Page does not include two or more rates or is
unavailable on the Determination Date, the Calculation Agent will
request the principal London office of each of four major banks
in the London interbank market, as selected by the Calculation
Agent, to provide that bank's offered quotation (expressed as a
percentage per annum) as of approximately 11:00 a.m., London
time, on the Determination Date to prime banks in the London
interbank market for deposits in a Representatives Amount in
United States dollars for a three-month period beginning on the
second London Banking Day after the Determination Date. If at
least two offered quotations are so provided, LIBOR for the
Interest Period will be the arithmetic mean of those quotations.
If fewer than two quotations are so provided, the Calculation
Agent will request each of three major banks in New York City, as
selected by the Calculation Agent, to provide that bank's rate
(expressed as a percentage per annum), as of approximately 11:00
a.m., New York City time, on the Determination Date for loans in
Representative Amount in United States dollars to leading
European banks for a three-month period beginning on the second
London Banking Day after the Determination Date. If at least two
rates are so provided, LIBOR for the Interest Period will be the
arithmetic mean of those rates. If fewer than two rates are so
provided, then LIBOR for the Interest Period will be LIBOR in
effect with respect to the immediately preceding Interest Period.
"London Banking Day" is any day in which dealings in
United States dollars are transacted or, with respect to any
future date, are expected to be transacted in the London
interbank market.
"Representative Amount" means a principal amount that
is representative for a single transaction in the relevant market
at the relevant time.
"Reuters Screen LIBO Page" means the display designated
as page "LIBO" on the Reuters Monitor Money Rates Service (or
such other page as may replace the LIBO page on that service).
"Telerate Page 3750" means the display designated as
"Page 3750" on the Bridge Telerate Service (or such other page as
may replace Page 3750 on that service).
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - _______________Custodian
________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_______________________
(State)
Additional abbreviations may also be used though not in
the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
______________________________________________________ PLEASE
INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
_____________________
______________________
_________________________________________________________________
______
_________________________________________________________________
______
(Please print or typewrite name and address including postal zip
code, of assignee)
the within Security and all rights thereunder, hereby irrevocably
constitutes and appoints
_________________________________________________________________
_____
_________________________________________________________________
_____
_________________________________________________________________
_____
to transfer said Security on the books of the Company, with full
power of substitution in the premises.
Dated: ______________________ _____________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatsoever.
