EXHIBIT 4(b)(2)
Form of 8.40% Note due 2007
WESTVACO CORPORATION
CUSIP: 961548 AW 4
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 1, 2007, and
to pay interest thereon from June 1, 2000, or from the most
recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on June 1 and
December 1 in each year commencing December 1, 2000, at the
rate of 8.40% per annum, until the principal hereof is paid
or made available for payment. 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 May 15 or November 15 (whether or not a
Business Day), as the case may be, 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, at
any time at a Redemption Price equal to 100% of the principal
amount hereof plus the Make-Whole Premium, 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.
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 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:
"Make-Whole Premium" means, with respect to any
Security at any Redemption Date, the excess, if any, of (a) the
present value of the sum of the principal amount and premium,
if any, that would be payable on such Security on its Stated
Maturity and all remaining interest payments (not includig any
portion of such payments of interest accrued as of the
Redemption Date) to an including such Stated Maturity,
discounted on a semi-annual bond equivalent basis from such
Stated Maturity to the Redemption Date at a per annum interest
rate equal to the sum of the Treasury Yield (determined on the
Business Day immediately preceding the Redemption Date), plus
25 basis points, over (b) the principal amount of the Security
being redeemed.
"Treasury Yield" means the yield to maturity at the
time of computation of United States Treasury securities with a
constant maturity (as compiled by and published in the most
recent Federal Reserve Statistical Release H.15 (519) which has
become publicly available at least two business days prior to
the date fixed for redemption (or, if such Statistical Release
is no longer published, any publicly available source of
similar data)) most nearly equal to the then remaining average
life of the Securities of this series, provided that if the
average life of the Securities of this series is not equal to
the constant maturity of a United States Treasury security for
which a weekly average yieled is given, the Treasury yield
shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yield is
given, except that if the average life of the Securities of
this series is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.
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.
