CONFORMED COPY
                                                       
     
     
     
     
     
     
                                $500,000,000
                             
                             
                            AMENDED AND RESTATED
                              CREDIT AGREEMENT
                             
                             
                                 dated as of
                             
                             
                             September 19, 1997
                             
                             
                                   among
                             
                             
                            Westvaco Corporation
                             
                             
                           The Banks Listed Herein
                             
                             
                 Morgan Guaranty Trust Company of New York,
                          as Administrative Agent, 
                     Documentation Agent and Co-Agent,
                                    and
                          The Bank of New York,
                   as Syndication Agent and Co-Agent 
     
     
     
             AMENDED AND RESTATED CREDIT AGREEMENT
     
     
     AMENDED AND RESTATED CREDIT AGREEMENT dated as of
     September 19, 1997 (this "Amendment and Restatement")
     among WESTVACO CORPORATION, the BANKS listed on the
     signature pages hereof, MORGAN GUARANTY TRUST COMPANY
     OF NEW YORK, as Administrative Agent, Documentation
     Agent and Co-Agent, and THE BANK OF NEW YORK, as
     Syndication Agent and Co-Agent.

                    W I T N E S S E T H :

     WHEREAS, certain of the parties hereto have
     heretofore entered into a  Credit Agreement dated as of
     June 21, 1993 (as heretofore amended, the "Agreement");
     and

     WHEREAS, the parties hereto desire to amend the
     Agreement as set forth herein and to restate the
     Agreement in its entirety to read as set forth in the
     Agreement with the amendments specified below;

     NOW, THEREFORE, the parties hereto agree as
     follows:

     Section 1.  Definitions; References.  Unless
     otherwise specifically defined herein, each capitalized
     term used herein which is defined in the Agreement
     shall have the meaning assigned to such term in the
     Agreement.  Each reference to "hereof", "hereunder",
     "herein" and "hereby" and each other similar reference
     and each reference to "this Agreement" and each other
     similar reference contained in the Agreement shall from
     and after the date hereof refer to the Agreement as
     amended and restated hereby and each reference to the
     "Notes" shall include the Notes delivered pursuant to
     Section 9 hereof. 

     Section 2.  Extension of Facility. 
 
             (a)    The date "December 31, 1997" appearing in the
     definition of Termination Date is changed to "December
     31, 2000".

             (b)   The date "December 31, 1999" appearing in the
     definition of Maturity Date is changed to "December 31,
     2002".

             (c)    The dates "June 30, 1998" and "June 30, 1999"
     appearing in the definition of Commitment Reduction
     Date are changed to "June 30, 2001" and "June 30, 2002",
     respectively.
 
     Section 3.  Amended Pricing.  

             (a)    The definition of "CD Margin" in Section
     2.07(b) is amended to read in its entirety as follows:
          "CD Margin" means 0.275% per annum.

             (b)    The definition of "Euro-Dollar Margin" in
     Section 2.07(c) is amended to read in its entirety as
     follows:
          "Euro-Dollar Margin" means 0.15% per annum.

             (c)    The reference to "1/10th of 1%" appearing in
     Section 2.08(a) is changed to "0.08%".
 
     Section 4.  Amendment of Section 2.07 of the
     Agreement.  Section 2.07 is amended by deleting the
     reference to "Section 327.3(e)" appearing in the definition
     of Assessment Rate and substituting in lieu thereof "Section
     327.4(a)".

     Section 5.  Updated Representations.  

             (a)    Each reference to "1991", "1992" or "1993" in
     Section 4.04 is changed to "1995", "1996" or "1997",
     respectively.

             (b)    The definition of "Borrower's 1992 Form 10-K"
     is amended by changing each reference to "1992" to "1996".
 
     Section 6.  Changes to Commitments.  With effect
     from and including the date this Amendment and
     Restatement becomes effective in accordance with
     Section 10, (i) the aggregate amount of the Commitments
     shall be increased to $500,000,000; (ii) each of the
     Bank Brussels Lambert, New York Branch and PNC Bank,
     National Association (the "New Banks") shall become a
     Bank party to the Agreement and (iii)  the Commitment
     of each Bank shall be the amount set forth opposite the
     name of such Bank on the signature pages hereof. 
     Shawmut Bank Connecticut, N.A. (the "Departing Bank")
     shall upon such effectiveness cease to be a Bank party
     to the Agreement, and all accrued fees and other
     amounts payable under the Agreement for the account of
     the Departing Bank shall be due and payable on such
     date; provided that the provisions of Sections 8.03 and
     9.03 of the Agreement shall continue to inure to the
     benefit of the Departing Bank. 
 
     Section 7.  Agents.  With the effect from and
     including the date this Amendment and Restatement
     becomes effective in accordance with Section 10 hereof,
     Morgan Guaranty Trust Company of New York shall be
     Administrative Agent, Documentation Agent and Co-Agent
     under the Agreement and The Bank of New York shall be
     Syndication Agent and Co-Agent thereunder.  In
     furtherance thereof:
 
     (a)  The following new defined terms are added to
     Section 1.01 of the Agreement in their appropriate
     alphabetical position:

               "Administrative Agent" means Morgan Guaranty
               Trust Company of New York in its capacity as
               Administrative Agent hereunder, and its successors
               in such capacity.
     
               "Co-Agents" means Morgan Guaranty Trust
               Company of New York and The Bank of New York, each
               in its capacity as Co-Agent hereunder.
              
               "Documentation Agent" means Morgan Guaranty
               Trust Company of New York in its capacity as
               Documentation Agent hereunder, and its successors
               in such capacity.
     
               "Syndication Agent" means The Bank of New
               York in its capacity as Syndication Agent
               hereunder, and its successors in such capacity.
     
     (b)  The following definition in Section 1.01 of
     the Agreement is amended to read in its entirety as
     follows:
               "Agent" means the Administrative Agent, the
               Documentation Agent or the Syndication Agent, as
               the context may require.
     
     (c)  Each reference to the "Agent" in Articles I
     through VI and VIII of the Agreement is changed to the
     "Administrative Agent".

     (d)  Section 3.01 of the Agreement is deleted.
  
     (e)  Article VII of the Agreement is amended to
     read in its entirety as follows:
     
     
                               ARTICLE VII
                               THE AGENTS

               SECTION 7.01.  Appointment and Authorization. 
               Each Bank irrevocably appoints and authorizes each
               Agent to take such action as agent on its behalf
               and to exercise such powers under this Agreement
               and the Notes as are delegated to such Agent by
               the terms hereof or thereof, together with all
               such powers as are reasonably incidental thereto.
     
               SECTION 7.02.  Agents and Affiliates.  Morgan
               Guaranty Trust Company of New York and The Bank of
               New York shall have the same rights and powers
               under this Agreement as any other Bank and may
               exercise or refrain from exercising the same as
               though it were not  an Agent, and Morgan Guaranty
               Trust Company of New York and The Bank of New York
               and their respective affiliates may accept
               deposits from, lend money to, and generally engage
               in any kind of business with the Borrower or any
               Subsidiary or affiliate of the Borrower as if it
               were not an Agent hereunder.
     
               SECTION 7.03.  Action by Agents.  The
               obligations of the Agents hereunder are only those
               expressly set forth herein.  Without limiting the
               generality of the foregoing, no Agent shall be
               required to take any action with respect to any
               Default, except in the case of the Administrative
               Agent as expressly provided in Article VI.
     
               SECTION 7.04.  Consultation with Experts. 
               Each Agent may consult with legal counsel (who may
               be counsel for the Borrower), independent public
               accountants and other experts selected by it and
               shall not be liable for any action taken or
               omitted to be taken by it in good faith in
               accordance with the advice of such counsel,
               accountants or experts.
     
               SECTION 7.05.  Liability of Agents.  Neither
               any Agent nor any of their respective affiliates
               nor any of the respective directors, officers,
               agents or employees of the foregoing shall be
               liable for any action taken or not taken by it in
               connection herewith (i) with the consent or at the
               request of the Required Banks or (ii) in the
               absence of its own gross negligence or willful
               misconduct.  Neither any Agent nor any of their
               respective affiliates nor any of the respective
               directors, officers, agents or employees of the
               foregoing shall be responsible for or have any
               duty to ascertain, inquire into or verify (i) any
               statement, warranty or representation made in
               connection with this Agreement or any borrowing
               hereunder; (ii) the performance or observance of
               any of the covenants or agreements of the
               Borrower; (iii) the satisfaction of any condition
               specified in Article III, except in the case of
               the Administrative Agent receipt of notice
               required to be given to such Agent; or (iv) the
               validity, effectiveness or genuineness of this
               Agreement, any Notes or any other instrument or
               writing furnished in connection herewith.  No
               Agent shall incur any liability by acting in
               reliance upon any notice, consent, certificate,
               statement, or other writing (which may be a bank
               wire, telex, facsimile or similar writing)
               believed by it to be genuine or to be signed by
               the proper party or parties. Without limiting the
               generality of the foregoing, the use of the term
               "agent" in this Agreement with reference to the
               Agents is not intended to connote any fiduciary or
               other implied (or express) obligations arising
               under agency doctrine of any applicable law. 
               Instead, such term is used merely as a matter of
               market custom and is intended to create or reflect
               only an administrative relationship between
               independent contracting parties.
     
               SECTION 7.06.  Indemnification.  Each Bank
               shall, ratably in accordance with its Commitment,
               indemnify each Agent (to the extent not reimbursed
               by the Borrower) against any cost, expense
               (including counsel fees and disbursements), claim,
               demand, action, loss or liability (except such as
               result from such Agent's gross negligence or
               willful misconduct) that such Agent may suffer or
               incur in connection with this Agreement or any
               action taken or omitted by such Agent hereunder.
     
               SECTION 7.07.  Credit Decision.  Each Bank
               acknowledges that it has, independently and
               without reliance upon any Agent or any other Bank,
               and based on such documents and information as it
               has deemed appropriate, made its own credit
               analysis and decision to enter into this
               Agreement.  Each Bank also acknowledges that it
               will, independently and without reliance upon any
               Agent or any other Bank, and based on such
               documents and information as it shall deem
               appropriate at the time, continue to make its own
               credit decisions in taking or not taking any
               action under this Agreement.
     
               SECTION 7.08.  Successor Agent.  Any Agent
               may resign at any time by giving written notice
               thereof to the Banks and the Borrower.  Upon any
               such resignation, the Borrower shall have the
               right to appoint a successor Agent, subject to the
               approval of the Required Banks.  If no successor
               Agent shall have been so appointed by the Borrower
               and approved by the Required Banks, and shall have
               accepted such appointment, within 30 days after
               the retiring Agent gives notice of resignation,
               then the retiring Agent may, on behalf of the
               Banks, appoint a successor Agent, which shall be a
               commercial bank organized or licensed under the
               laws of the United States of America or of any
               State thereof and having a combined capital and
               surplus of at least $50,000,000.  Upon the
               acceptance of its appointment as Agent hereunder
               by a successor Agent, such successor Agent shall
               thereupon succeed to and become vested with all
               the rights and duties of the retiring Agent, and
               the retiring Agent shall be discharged from its
               duties and obligations hereunder.  After any
               retiring Agent's resignation hereunder as Agent,
               the provisions of this Article shall inure to its
               benefit as to any actions taken or omitted to be
               taken by it while it was Agent.
     
               SECTION 7.09.  Syndication Agent and Co-Agents.
               Nothing in this Agreement shall impose
               upon the Syndication Agent, in such capacity, or
               the Co-Agents, in such capacity, any duties or
               obligations whatsoever.
     
     (f)  Section 9.01 of the Agreement is amended by
     changing each reference to "the Agent" therein to "the
     Administrative Agent".

     (g)  Section 9.02 is amended by changing the
     reference to "the Agent or any Bank" to "any Agent or
     Bank".

     (h)  Section 9.03(a) is amended (i) by changing
     each of the first two references to "the Agent" to "the
     Agents" and (ii) by changing the reference to "the
     Agent or any Bank" to "any Agent or Bank".

     (i)  Section 9.03(b) is amended by changing the
     reference to "the Agent" to "any Agent".

     (j)  Section 9.05 is amended (i) by changing the
     first reference to "the Agent" to "any Agent" and (ii)
     by changing the second reference to "the Agent" to "such
     Agent".

     (k)  Section 9.06 is amended by changing each
     reference therein to "the Agent" to "the Administrative
     Agent".

     (l)  Section 9.07 is amended by changing the
     reference to "the Agent" to "each Agent".

     (m)  Each reference to the Credit Agreement in the
     Exhibits to the Agreement is amended to conform to the
     cover page of this Amendment and Restatement.

     Section 8.  Representations and Warranties.  The
     Borrower represents and warrants that as of the date
     hereof and after giving effect hereto:

             (a)    no Default has occurred and is continuing; and

             (b)    each representation and warranty of the
     Borrower set forth in the Agreement after giving effect
     to this Amendment and Restatement is true and correct
     as though made on and as of such date.

     Section 9.  Governing Law.  This Amendment and
     Restatement shall be governed by and construed in
     accordance with the laws of the State of New York.

     Section 10.  Counterparts; Effectiveness.  This
     Amendment and Restatement may be signed in any number
     of counterparts, each of which shall be an original,
     with the same effect as if the signatures thereto and
     hereto were upon the same instrument.  This Amendment
     and Restatement shall become effective on the date that
     each of the following conditions shall have been
     satisfied:

             (i)    receipt by the Documentation Agent of
          duly executed counterparts hereof signed by each
          of the parties hereto (or, in the case of any
          party as to which an executed counterpart shall
          not have been received, the Agent shall have
          received telegraphic, telex or other written
          confirmation from such party of execution of a
          counterpart hereof by such party);

            (ii)    receipt by the Documentation Agent of a
          duly executed Note for each New Bank;

           (iii)    receipt by the Documentation Agent of an
          opinion of the General Counsel of the Borrower
          substantially in the form of Exhibit A hereto; and

            (iv)    receipt by the Documentation Agent of all
          documents it may reasonably request relating to
          the existence of the Borrower, the corporate
          authority for and the validity of the Agreement as
          amended and restated hereby and any other matters
          relevant hereto, all in form and substance
          satisfactory to the Documentation Agent;

     provided that this Amendment and Restatement shall not
     become effective or binding on any party hereto unless
     all of the foregoing conditions are satisfied not later
     than September 19, 1997.  The Documentation Agent shall
     promptly notify the Borrower and the Banks of the
     effectiveness of this Amendment and Restatement, and
     such notice shall be conclusive and binding on all
     parties hereto.

      IN WITNESS WHEREOF, the parties hereto have
     caused this Agreement to be duly executed by their
     respective authorized officers as of the day and year
     first above written.
                             
                            WESTVACO CORPORATION
     
     
                            By       James E. Stoveken, Jr.  
                       
                            Title:   Senior Vice President 
     
     Commitments
     
     $ 75,000,000           MORGAN GUARANTY TRUST          
                            COMPANY OF NEW YORK
     
     
                            By       Robert L. Barrett       
                           
                            Title:   Vice President
     
     
     $ 75,000,000           THE BANK OF NEW YORK
     
     
                            By       William G.C. Dakin      
                       
                            Title:   Vice President
     
     
     
     
     
     
     $ 65,000,000           THE CHASE MANHATTAN BANK
     
     
                            By       Helene Santo            
                            
                            Title:   Vice President
     
     
     $ 50,000,000           CITIBANK, N.A.
     
     
                            By       Theodore J. Beck        
                                                             
                            Title:   Attorney-in-Fact 
     
     
     $ 50,000,000           WACHOVIA BANK, N.A. 
                             (successor by merger to Wachovia Bank
                              of Georgia, N.A.)
                             
     
                            By       William C. Christie     
                         
                            Title:   Senior Vice President 
     
     
     $ 50,000,000           NATIONSBANK, N.A.
     
     
                            By       Joseph L. Corah         
                          
                            Title:   Vice President
     
     
     $ 25,000,000           BANKBOSTON, N.A.
     
     
                            By       Lisa Gelfand Abrams     
                      
                            Title:   Vice President 
     
     
     $ 25,000,000           THE NORTHERN TRUST COMPANY
     
     
                            By       Joseph G. Yacullo       
                         
                            Title:   Vice President
     
     
     $ 20,000,000           BANK BRUSSELS LAMBERT
                            NEW YORK BRANCH
     
     
                            By       John Kippax             
                            
                            Title:   Vice President & Manager
     
     
                            By       Dominick H.J. Vangaever 
                   
                            Title:   Senior Vice President - Credit
     
     
     $ 20,000,000           CRESTAR BANK
     
     
                            By       Keith A. Hubbard        
                         
                            Title:   Senior Vice President 
     
     
     $ 20,000,000           NATIONAL CITY BANK
     
     
                            By       Joseph D. Robeson       
                        
                            Title:   Vice President
     
     
     $ 20,000,000           PNC BANK, NATIONAL ASSOCIATION
     
     
                            By       Donald V. Davis         
                         
                            Title:   Vice President
     
     
     $ 5,000,000            per pro BROWN BROTHER HARRIMAN & CO.
     
     
                            By       W. Carter Sullivan, III 
                        
                            Title:   Senior Manager 
     
     
     $ -0-                  FLEET NATIONAL BANK, formerly known as 
                            Fleet National Bank of Connecticut, successor by
                            merger to Shawmut Bank Connecticut, N.A.
                             
     
                            By       Dorothy E. Bambach      
                     
                            Title:   Senior Vice President
     
     
      
     $500,000,000
     
           
                            MORGAN GUARANTY TRUST
                            COMPANY OF NEW YORK, as
                            Administrative Agent,
                            Documentation Agent and Co-Agent        
     
                            By       Robert L. Barrett       
                           
                            Title:   Vice President
                            60 Wall Street
                            New York, New York 10260-0060
                            Attention: Credit Administration
                            Telex number: 177615 MGT UT
     
     
                            THE BANK OF NEW YORK, as
                            Syndication Agent and Co-Agent
     
     
                            By       William G.C. Dakin      
                       
                            Title:   Vice President
                            Address: One Wall Street,
                            New York, NY 10286

                                                              EXHIBIT A
     
     
                                  OPINION OF
                          COUNSEL FOR THE BORROWER
     
     
                                             [Effective Date]
     
     
     To the Banks and the Agents
        Referred to Below
     c/o Morgan Guaranty Trust Company
     of New York, as Documentation Agent
     60 Wall Street
     New York, New York  10260-0060
     
     Dear Sirs:
     
     I am General Counsel of Westvaco Corporation (the
     "Borrower"), and I have acted in that capacity in
     connection with the Credit Agreement dated as of June
     21, 1993, as amended by Amendment No. 1 dated as of
     August 22, 1994 and as amended and restated by the
     Amended and Restated Credit Agreement dated as of
     September __, 1997 (as so amended and restated, the
     "Credit Agreement"), among the Borrower, the banks
     listed on the signature pages thereof and Morgan
     Guaranty Trust Company of New York, as Administrative
     Agent, Documentation Agent and Co-Agent, and The Bank
     of New York, as Syndication Agent and Co-Agent.  Terms
     defined in the Credit Agreement are used herein as
     therein defined.

     I have examined originals or copies, certified or
     otherwise identified to my satisfaction, of such
     documents, corporate records, certificates of public
     officials and other instruments and have conducted such
     other investigations of fact and law as I have deemed
     necessary or advisable for purposes of this opinion.
     Upon the basis of the foregoing, I am of the
     opinion that:

     1.  The Borrower is a corporation validly existing
     and in good standing under the laws of Delaware, and
     has all corporate powers and all material governmental
     licenses, authorizations, consents and approvals
     required to carry on its business as now conducted.

     2.  The execution, delivery and performance by the
     Borrower of the Credit Agreement and the Notes are
     within the Borrower's corporate powers, have been
     authorized by all necessary corporate action, require
     no action by or in respect of, or (except for
     informational filings under section 13 or 15(d) of the
     Exchange Act) filing with, any governmental body,
     agency or official and do not contravene, or constitute
     a default under, any provision of applicable law or
     regulation or of the certificate of incorporation or
     by-laws of the Borrower or of any agreement, judgment,
     injunction, order, decree or other instrument binding
     upon the Borrower or result in the creation or
     imposition of any Lien on any asset of the Borrower or
     any of its Subsidiaries.

     3.  The Credit Agreement constitutes a valid and
     binding agreement of the Borrower and the Notes
     constitute valid and binding obligations of the
     Borrower.

     4.  There is no action, suit or proceeding pending
     against, or to the best of my knowledge threatened
     against, the Borrower or any of its Subsidiaries before
     any court or arbitrator or any governmental body,
     agency or official, in which there is a reasonable
     possibility of an adverse decision which could
     materially adversely affect the business or
     consolidated financial position of the Borrower and its
     Consolidated Subsidiaries, considered as a whole, or
     which in any manner draws into question the validity of
     the Credit Agreement or the Notes.

     5.  Each of the Borrower's Domestic Subsidiaries
     is a corporation validly existing and in good standing
     under the laws of its jurisdiction of incorporation,
     and has all corporate powers and all material
     governmental licenses, authorizations, consents and
     approvals required to carry on its business as now
     conducted.
                                      Very truly yours,