MEADWESTVACO CORP
AMEND. TO MEAD CORP EXCESS EARNINGS BENEFIT PLAN
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<DESCRIPTION>AMEND. TO MEAD CORP EXCESS EARNINGS BENEFIT PLAN
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<TITLE>Exhibit 10-2</TITLE>
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<P><font size="2">EXHIBIT 10-2</font></P>

<P><font size="2">AMENDMENT TO THE MEAD CORPORATION EXCESS EARNINGS BENEFIT PLAN</font></P>

<P>     <font size="2">     &nbsp; WHEREAS, The Mead Corporation ("Mead") heretofore established The Mead
Corporation Excess Earnings Benefit Plan (the "Plan") and subsequently amended the Plan, and</font></P>

<P>     <font size="2">     &nbsp; WHEREAS, Mead desires to further amend the Plan pursuant to the power
reserved to Mead's Compensation Committee by Section 6 of the Plan;</font></P>

<P>     <font size="2">     &nbsp; NOW THEREFORE, the Plan is hereby amended, effective as of January 29,
2002, as follows:</font></P>

<P>     <font size="2">     &nbsp; 1.   New Subsection 1.7 is added to read as follows:</font></P>
<P>          <font size="2">&nbsp;&nbsp;&nbsp;&nbsp; 1.7  Severance Plan Participant. The term "Severance Plan Participant"
means an individual who is eligible to participate in The Mead Change in Control Severance Plan.</font></P>
<P>     <font size="2">     &nbsp; 2.   Subsection 3.2 is revised to read as follows:</font></P>
<P>          <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.2  Unlimited Accrued Benefit.  A Participant's "Unlimited Accrued     Benefit" as at any date is an amount equal to the amount of his "Accrued     Benefit" plus, in the case of a Severance Plan Participant,  the amount of     his "Supplemental Benefit" (each as determined in accordance with the     provisions of The Mead Retirement Plan as of that date), but computed     without regard to:</font></P>

<P>               <font size="2">               &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)  the limitations of section 415 of the Code; or</font></P>
<P>               <font size="2">               &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)  the amount of any otherwise applicable reduction in the          amount of his Accrued Benefit on account of any amount paid or          payable:</font></P>
<P>               <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)   to or on account of the Participant under any other
"qualified" defined benefit pension plan maintained by any               Employer; or</font></P>

<P>                    <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)  to an "alternate payee" (as defined in section 414(p)               of the Code); or</font></P>

<P>               <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)  the limitation of section 401(a)(17) of the Code; but</font></P>

<P>               <font size="2">               &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)  by taking into account the amount, if any, that:</font></P>

<P>                    <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)   the Participant elects to defer under the terms of The               Mead Corporation Executive Capital Accumulation Plan
(&quot;EXCAP&quot;)               for any applicable Plan Year, exclusive of any portion of a               deferral that is attributable to long-term incentive compensation               paid to him;</font></P>

<P>                    <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)  the fair market value of each share of common stock of               Mead issued, or deemed issued, to the Participant (whether or not               subject to a risk of forfeiture) in lieu of cash payment of the               Participant's base salary or short term incentive compensation               for any applicable Plan Year, which value shall be determined as               the closing price of a share of such stock on the New York Stock               Exchange on the date payment is otherwise due or, if no Mead               common stock is traded on that Exchange on that date for any               reason, the next preceding day on which Mead common stock was               traded on the New York Stock Exchange; and&nbsp;</font></P>

<P>                    <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii) any amount paid to the Participant in lieu of an               annual incentive plan payment and not deferred by him under
EXCAP.</font></P>

<P>     <font size="2">     &nbsp; 3.   Subsection 3.3 is revised to read as follows:</font></P>

<P>          <font size="2">          &nbsp;&nbsp;&nbsp; 3.3  Qualified Accrued Benefit.  A Participant's "Qualified Accrued     Benefit" as at any date is an amount equal to the amount of his Accrued     Benefit plus, in the case of a Severance Plan Participant,  the amount of     his Supplemental Benefit (each as determined in accordance with the     provisions of The Mead Retirement Plan as of that date), but computed     without regard to the amounts described in paragraphs
3.2(b)(i),     3.2(b)(ii), and 3.2(d) above, and limited in amount as required by the     requirements of sections 401(a)(17) and 415 of the Code, as set forth in     The Mead Retirement Plan.</font></P>

<P>     <font size="2">     &nbsp; 4.   Subsection 4.1 is revised to read as follows:</font></P>

<P>          <font size="2">          &nbsp;&nbsp;&nbsp; 4.1  Distribution to a Participant.  Payments of a Participant's
Excess Earnings Benefit will be made in accordance with the following rules:</font></P>

<P>          <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)  Subject to the following provisions of the Plan, the "Present     Value" (as defined and determined under the provisions of The Mead     Retirement Plan) of the amount of a Participant's Excess Earnings Benefit     shall be distributed to him, in a single lump sum, as soon as     administratively feasible (but not more than 6 months) after:</font></P>

<P>               <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)   the date as of which payment of his Pension is made or
commenced under The Mead Retirement Plan in the case of an Excess          Earnings Benefit attributable to his period of participation ending          prior to his Required Beginning Date; or&nbsp;</font></P>
<P>               <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)  the end of the Plan Year in which a right to an          additional benefit arises in the case of an Excess Earnings
Benefit attributable to any period of participation beginning on          his Required Beginning Date.</font></P>

<P>          <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)  Notwithstanding the foregoing, if payment of a Participant's     Supplemental Benefit is made before his Pension commences under the Plan,     payment of that portion of his Excess Earnings Benefit that is equal to the     excess of that portion of his Unlimited Accrued Benefit that is
attributable to his Supplemental Benefit over the portion of his Qualified     Accrued Benefit that is attributable to his Supplemental Benefit shall be     distributed to him, in a single lump sum, as soon as administratively     feasible (but not more than 6 months) after the date as of which payment of     his Supplemental Benefit is made under The Mead Retirement Plan.</font></P>
<P>          <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)  Notwithstanding any other provision of the Plan, for purposes of     this Section, if a Participant's Section 415 Excess Benefit described in     paragraph (a) above is subject to distribution at any date prior to the     Participant's Normal Retirement Date (other than pursuant to paragraph (b)     above), then the amount of that benefit, as otherwise determined in     accordance with the provisions of subsection 3.1 and attributable to his     Accrued Benefit, but not his Supplemental Benefit, under the Mead     Retirement Plan, shall be reduced to reflect early commencement by     application of any reduction factors that are applicable in determining the     amount of the Pension payable to him under The Mead Retirement Plan as of     that date.</font></P>
<P><font size="2">&nbsp; 5.   Subsection 4.2 is revised to read as follows:</font></P>
<P>     <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.2   Distribution to a Surviving Spouse. The surviving "Spouse" (as
defined in The Mead Retirement Plan) of a deceased Participant who is entitled to receive a Pre-Retirement Survivor Pension (as defined in The Mead Retirement
Plan) shall be entitled to receive a Surviving Spouse Benefit from this Plan in an amount, if any, equal to the Present Value of the monthly Pre-Retirement
Survivor Pension that she would have received under the provisions of The Mead Retirement Plan had the Participant's Accrued Benefit under The Mead Retirement
Plan been an amount equal to the amount of his Section 415 Excess Benefit that is attributable to his Accrued Benefit but that is not attributable to his
Supplemental Benefit. In addition, the surviving Spouse (or other Beneficiary named by the Participant to receive his Supplemental Benefit in accordance with
the terms of The Mead Retirement Plan) will be entitled to a payment under this Plan in the same time and manner as the Spouse or other Beneficiary receives a
payment under Section II-6.7(g) of The Mead Retirement Plan and in an amount equal to the portion of the Participant's Section 415 Excess Benefit, if any,
that is attributable to his Supplemental Benefit.</font></P>

<P><font size="2">EXECUTED at Dayton, Ohio this 22nd day of February, 2002.</font></P>

<P>                                    <font size="2">                                    THE MEAD CORPORATION</font></P>

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<P>                                    <font size="2">                                    By:
<u> /s/ JEROME F. TATAR</u></font></P>
<P>                                        <font size="2">                                        Its President</font></P>

<P><font size="2">ATTEST:</font></P>

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<P><font size="2"><u>/s/ PATRICIA C. NORRIS</u></font></P>
<P><font size="2">Assistant Secretary</font></P>
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