On August 17, 2009, MeadWestvaco Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Banc of America Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and UBS Securities LLC, as representative of the underwriters named therein (collectively, the "Underwriters"), in connection with an underwritten public offering of $250,000,000 aggregate principal amount of the Company's 7.375% Notes due 2019 (the "Notes") under the Company's Registration Statement on Form S-3 (File No. 333-161383). The Notes will be an additional series of notes under an indenture, dated as of April 2, 2002, between the Company and The Bank of New York Mellon, as trustee.

Pursuant to the Underwriting Agreement, the Company agreed, among other things, to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments that the Underwriters may be required to make in respect of those liabilities. The Underwriting Agreement contains other terms and conditions that are generally customary for transactions of this nature.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.

(d) Exhibits

Exhibit No. Description

1.1          Underwriting Agreement for 7.375% Notes due 2019, dated as of
             August 17, 2009, among MeadWestvaco Corporation and Banc of
             America Securities LLC, Barclays Capital Inc., Citigroup Global
             Markets Inc. and UBS Securities LLC, as representative of the
             underwriters named therein.