EXHIBIT 4.5

================================================================================


                            MEADWESTVACO CORPORATION



                                       and



                           BANK ONE TRUST COMPANY, NA,
                                   as Trustee

                         ______________________________

                          Third Supplemental Indenture

                          Dated as of December 31, 2002
                         ______________________________



================================================================================


<PAGE>


     THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated
as of December 31, 2002, between MEADWESTVACO CORPORATION, a Delaware
corporation (the "Company"), and BANK ONE TRUST COMPANY, NA, a national banking
association, as trustee (the "Trustee").

     WHEREAS, THE MEAD CORPORATION, an Ohio corporation ("Mead"), has executed
and delivered to the Trustee an Indenture (the "Indenture"), dated as of
February 1, 1993, as amended from time to time, providing for the issuance and
sale by Mead from time to time of its unsecured debentures, notes or other
evidences of indebtedness (the "Securities", which term shall include any
Securities issued under the Indenture after the date hereof);

     WHEREAS, on December 31, 2002, pursuant to the Company's corporate
restructuring plan, the Company and Mead shall enter into a series of related
and substantially contemporaneous transactions as follows: (i) Mead will merge
with and into MW Custom Papers, Inc., a Delaware corporation ("MW, Inc.") with
MW, Inc. expressly assuming Mead's obligations under the Indenture pursuant to
that certain second supplemental indenture to the Indenture dated the date
hereof and (ii) immediately following the consummation of the transactions
described in clause (i) hereof, MW, Inc. will convert into MW Custom Papers,
LLC, a Delaware limited liability company ("MW, LLC") and MW LLC will, in turn,
transfer its properties and assets substantially as an entirety to the Company;

     WHEREAS, Section 801(1) of the Indenture requires the Company, after
acquiring by transfer Mead's properties and assets substantially as an entirety,
to expressly assume, by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the obligations and covenants of
MW, LLC (having assumed such obligations and covenants by operation of law
following MW, Inc.'s conversion into MW, LLC) to the Holders of the Securities
(the "Successor Obligations");

     WHEREAS, the Company proposes in and by this Third Supplemental Indenture
to supplement and amend the Indenture in certain respects as it applies to
Securities issued thereunder;

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Third Supplemental Indenture and all requirements necessary to make this
Third Supplemental Indenture a valid instrument in accordance with its terms and
to make the Successor Obligations the valid obligations of the Company, and the
execution and delivery of this Third Supplemental Indenture has been duly
authorized in all respects.

     NOW, THEREFORE, the Company and the Trustee hereby agree that the following
Sections of this Third Supplemental Indenture supplement the Indenture with
respect to Securities issued thereunder:


<PAGE>
                                      -2-


     SECTION 1. Definitions. Capitalized terms used herein and not defined
herein have the meanings ascribed to such terms in the Indenture.

     SECTION 2. Representations of the Company. The Company represents and
warrants for the benefit of the Trustee as follows: (i) it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and (ii) the execution, delivery and performance by it of this Third
Supplemental Indenture have been authorized and approved by all necessary
corporate action on the part of it.

     SECTION 3. Assumption and Agreements. (a) The Company hereby expressly
assumes all of the obligations of MW, LLC under the Indenture and the
Securities, including, but not limited to, (i) the due and punctual payment of
the principal of (and premium, if any) and interest on all the Securities when
due and (ii) the full and punctual performance of every covenant of and all
other obligations under the Indenture on the part of MW, LLC to be performed or
observed under the Indenture and the Securities.

     (b) The Company further agrees that as of the date of this Third
Supplemental Indenture, the Company hereby succeeds to and is substituted for
Mead as the "Company" under the Indenture, with the same effect as if the
Company had been an original party to the Indenture.

     SECTION 4. This Third Supplemental Indenture. This Third Supplemental
Indenture shall be construed as supplemental to the Indenture and shall form a
part of it, and the Indenture is hereby incorporated by reference herein and
each is hereby ratified, approved and confirmed.

     SECTION 5. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. Counterparts. This Third Supplemental Indenture may be executed
in two or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one instrument.

     SECTION 7. Headings. The headings of this Third Supplemental Indenture are
for reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION 8. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company, and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Third Supplemental Indenture.


<PAGE>
                                      -3-


     SECTION 9. Separability. In case one or more of the provisions contained in
this Third Supplemental Indenture or in the Securities shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Third Supplemental Indenture or of the Securities, but this Third Supplemental
Indenture and the Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

     SECTION 10. Successors and Assigns. All agreements of the Company in this
Third Supplemental Indenture and the Securities shall bind its successors and
all agreements of the Trustee in this Third Supplemental Indenture shall bind
its successors.



<PAGE>
                                      -4-


     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed by their respective authorized officers as of the
date first written above.


                                  MEADWESTVACO CORPORATION



                                  By:  /s/ Karen R. Osar
                                       -----------------------------------------
                                       Name:    Karen R. Osar
                                       Title:   Senior Vice President and
                                                  Chief Financial Officer



                                  BANK ONE TRUST COMPANY, NA,
                                    as Trustee



                                  By:  /s/ Benita A. Pointer
                                      ------------------------------------------
                                      Name:  Benita A. Pointer, CCTS
                                      Title:    Account Executive