EXHIBIT 4(b)
6.80% Debenture due 2032
MEADWESTVACO CORPORATION
CUSIP: 583334 AB 3
No. 001 $300,000,000
MEADWESTVACO CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of 300,000,000 Dollars on November
15, 2032, and to pay interest thereon from November 21, 2003, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on May 15 and November 15 in each year commencing May 15,
2003, at the rate of 6.80% 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 1 or November 1 (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,
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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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: November 21, 2002
MEADWESTVACO CORPORATION
By: /s/ Karen R. Osar
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Name: Karen R. Osar
Title: Senior Vice President and
Chief Financial Officer
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This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: November 21, 2002
THE BANK OF NEW YORK
as Trustee
By: /s/ Kisha R. Holder
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Name: Kisha R. Holder
Title: Assistant Secretary
[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 April 2, 2002 (herein called the
"Indenture"), between the Company and The Bank of New York, 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 $300,000,000.
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 a majority in the aggregate principal amount of the
Se-
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curities at the time Outstanding of each series (voting together as a single
class) to be affected. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Securities of each
series (voting together as a single class) 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.
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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 including 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
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Yield (determined on the Business Day immediately preceding the Redemption
Date), plus 30 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
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(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
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(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
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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.