EXHIBIT 10.j

                     WESTVACO CORPORATION
  
             DIRECTORS DEFERRED COMPENSATION PLAN
                    FOR OUTSIDE DIRECTORS
  
  
                         DEFINITIONS
  
  1.     The following terms shall have the following
           meanings:
    (a)  "Westvaco" shall mean Westvaco Corporation, a Delaware
           corporation, and its successors and assigns.    
    (b)  "Director" shall mean any person who serves on the
           Westvaco Board of Directors after December 31, 1985, who
           does not, while acting as a Director, receive
           compensation from Westvaco or a Westvaco affiliate for
           services as a full-time employee or officer.
    (c)  "Fees" shall mean any fees payable to a Director by reason
           of his being a director of Westvaco or for attending any
           meeting of the Westvaco Board of Directors or a committee
           thereof.
    (d)  "Current Compensation" is defined as the percentage of
           Fees that the Director elects to receive during each
           respective calendar year.
    (e)  "Deferred Compensation" is defined as the percentage of
           Fees payable during a calendar year that the Director
           elects to defer.
    (f)  "Notice of Election" shall mean the Notices of Election
           referred to in Paragraph 2.
    (g)  "Payment Dates" shall mean the dates referred to in
           Paragraph 3 which are set forth in a Director's Notice of
           Election.
  
                       DEFERRAL OF FEES

  2.       For each full and partial calendar year beginning in
           1986 and terminating in the year of the termination
           of the Director's term of office, the Director shall
           execute and deliver to the Secretary of Westvaco a
           Notice of Election which sets forth the percentages
           of Fees receivable during such full or partial
           calendar year that the Director wishes to have
           payable respectively as Current Compensation and as
           Deferred Compensation.  The Notice of Election
           applicable to that portion of the Director's term of
           office in calendar year 1986 must be executed and
           delivered to Westvaco prior to January 1, 1986.  Each
           Notice applicable to a full or partial calendar year
           occurring after 1986 must be executed and delivered
           to the Secretary of Westvaco prior to the January 1
           of the calendar year to which such Notice is
           applicable.  If a Notice of Election applicable to a
           calendar year is not executed and delivered to the
           Secretary of Westvaco by a Director prior to January
           1 of that year, that Director will have all Fees for
           that year paid as Current Compensation.
  
               PAYMENT OF DEFERRED COMPENSATION

  3.       The amount of Deferred Compensation owed to a
           Director shall be held in the general assets of
           Westvaco until the Payment Dates.  On the Payment
           Dates the amount of Deferred Compensation owed to the
           Director, together with interest on such amounts, at
           the prevailing prime rates charged by leading
           commercial banks in New York City, as such prime
           rates may fluctuate from time to time, compounded on
           each July 1 and January 1, shall be paid to the
           Director in cash in a lump sum, or in the number of
           installments and at the times set forth in the
           respective Notices of Election.  However, upon the
           death of the Director, all unpaid Deferred
           Compensation shall be paid to the estate of the
           Director.
                          DISABILITY

  4.       In the event of the disability of a Director, a
           majority of disinterested members of the Westvaco
           Board of Directors may authorize Westvaco to make
           payments of Deferred Compensation, and interest
           thereon, to the Director in amounts deemed to be in
           the Director's best interests.  Such majority shall
           determine the fact of disability in its sole
           discretion.
                        MISCELLANEOUS

  5.  (a)  Administration
           The Plan shall be administered by Westvaco.
           Elections and designations shall be in writing on
           forms prescribed by Westvaco.

      (b)  Financing and Payment
           Payments shall be made from the general funds of
           Westvaco; Westvaco may elect to insure or guarantee
           payments of benefits, but shall have not obligation
           to do so.

      (c)  Assignments and Alienability
           Persons entitled to payments from the Plan may not
           assign the rights to such payments and such payments
           shall not be subject to any liens or other rights of
           creditors against any such persons.

      (d)  Amendments and Liability
           Westvaco may amend or terminate the Plan, but it may
           not amend the Plan to deprive any Member or other
           payee of (i) rights accrued under the Plan up to the
           effective date of the amendment; or (ii) the right to
           payments payable after the effective date of any such
           amendment which accrued before such date.  Members
           and other payees shall have contractual rights to
           enforce their rights under the Plan against Westvaco,
           and such rights are irrevocable.

      (e)  Legal Fees and Expenses
           Westvaco shall promptly reimburse each member, upon
           request to the Treasurer of Westvaco, for the amount
           of all legal fees and expenses which the Director may
           incur in seeking to enforce any right or benefit
           provided or agreed to be provided to the Director by
           Westvaco, including the rights under this Agreement.

      (f)  Relationship to Retirement Plan
           Pensions payable to a Director from the Westvaco
           Corporation Retirement Plan for Outside Directors
           shall not reduce the amount of Deferred Compensation
           payable pursuant to this Plan.

      (g)  Interpretation
           This Plan is not subject to the provisions of the
           Employee Retirement Security Act of 1974 and is not
           qualified under Section 401(a) of the Internal
           Revenue Code of 1954.  It shall be construed and
           enforced according to the laws of the State of New
           York.