ACCO BRANDS CORP (Form: 8-K, Received: 08/17/2005 16:06:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 12, 2005

ACCO BRANDS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-08454

36-2704017

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

300 Tower Parkway

Lincolnshire, IL 60069

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (847) 484-4800

ACCO World Corporation

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

Tax Allocation Agreements

Fortune/ACCO

On August 16, 2005, ACCO Brands Corporation (formerly named ACCO World Corporation, “ACCO”) entered into a Tax Allocation Agreement, dated as of August 16, 2005 (the “Fortune/ACCO Tax Allocation Agreement”), by and between Fortune Brands, Inc. (“Fortune”) and ACCO, which provides, among other things, for the allocation between Fortune and ACCO of federal, state, local and foreign tax liabilities relating to ACCO and its subsidiaries. In general, Fortune assumed and is responsible for the consolidated federal, and certain state, local and foreign tax liabilities of ACCO and its subsidiaries for periods prior to the Distribution (as defined below), and ACCO assumed and is responsible for all tax liabilities of ACCO and its subsidiaries after the Distribution.

The Fortune/ACCO Tax Allocation Agreement also allocates liability for any taxes that may arise in connection with separating ACCO from Fortune. The Fortune/ACCO Tax Allocation Agreement generally provides that Fortune is responsible for any such taxes. However, ACCO is responsible for any taxes imposed on ACCO or Fortune as a result of either (i) the failure of the Distribution to constitute a spin-off under Section 355 of the Internal Revenue Code of 1986, as amended, or (ii) the subsequent disqualification of the distribution of common stock, par value $.01 per share, of ACCO, including the associated preferred share purchase rights (“ACCO Common Stock”), to Fortune stockholders in connection with the Distribution as tax-free to Fortune for United States federal income tax purposes, if such failure or disqualification is attributable to certain post-Distribution actions taken by or in respect of ACCO (including its subsidiaries) or its stockholders, including any change of ownership of 50% or more in either the voting power or value of ACCO Common Stock.

Though valid as among the parties thereto, the Fortune/ACCO Tax Allocation Agreement is not binding on the Internal Revenue Service (the “IRS”) and does not affect the liability of each of Fortune, ACCO and their respective subsidiaries to the IRS for all federal taxes of the consolidated group relating to periods through the date of the Distribution.

GBC/Lane Industries

On August 16, 2005, General Binding Corporation (“GBC”), which became a wholly-owned subsidiary of ACCO upon completion of the Merger (as defined below), and Lane Industries, Inc. (“Lane Industries”) entered into a Tax Allocation Agreement, dated as of August 16, 2005 (the “GBC/Lane Tax Allocation Agreement”), by and between GBC and Lane which provides for the termination of all rights and obligations of the parties under all of the existing federal and state tax allocation agreements among GBC, Lane Industries and certain of the other members of Lane Industries’ consolidated, combined, unitary and similar groups. The GBC/Lane Tax Allocation Agreement allocates between GBC (and its subsidiaries) and Lane Industries (and its non-GBC subsidiaries) the tax liabilities for pre- and post-Merger tax periods and the responsibility for preparing and filing tax returns with respect to those tax periods. In

general, Lane Industries is responsible for separate tax returns filed in respect of Lane Industries or any non-GBC subsidiary of Lane Industries and any related taxes, and for consolidated, combined and unitary tax returns and any related taxes (subject to reimbursement by GBC for GBC’s and its subsidiaries’ share of such taxes, as determined under the provisions of the GBC/Lane Tax Allocation Agreement). GBC is responsible for separate tax returns filed in respect of GBC or of any subsidiary of GBC and any related taxes, except that GBC is also responsible for consolidated, combined or unitary group state tax returns and any related taxes for the 2004 tax year (subject to reimbursement by Lane Industries for Lane Industries’ and its non-GBC subsidiaries’ share of such taxes, as determined under the provisions of the GBC/Lane Tax Allocation Agreement). In addition, the GBC/Lane Tax Allocation Agreement requires Lane Industries to indemnify GBC for all taxes attributable to the proposed unagreed adjustments relating to an ongoing IRS audit for the 1999 tax year. Also, the GBC/Lane Tax Allocation Agreement requires GBC to indemnify Lane Industries for any losses and expenses incurred by Lane Industries as a result of or in connection with any recapture of dual consolidated losses relating to GBC or any of its subsidiaries.

The GBC/Lane Tax Allocation Agreement also requires GBC or Lane Industries, as applicable, to indemnify the other party for the loss of pre-2005 net operating losses under certain circumstances, as well as to compensate the other party for any tax savings realized by it for the 2005 tax year as a result of the filing of consolidated, combined or unitary tax returns for such tax year. The GBC/Lane Tax Allocation Agreement also addresses other tax-related matters, including refunds, tax contests, transfer taxes and cooperation and the exchange of information.

The foregoing descriptions are qualified in their entirety by reference to the Fortune/ACCO Tax Allocation Agreement and GBC/Lane Tax Allocation Agreement which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Rights Agreement

On August 16, 2005, ACCO entered into a Rights Agreement, dated as of August 16, 2005, by and between ACCO and Wells Fargo Bank, National Association, as rights agent (the “Rights Agreement”). On August 16, 2005, ACCO distributed a dividend of one right (each, a “Right”) to purchase shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of ACCO (“Series A Preferred Stock”) for each share of ACCO Common Stock outstanding at the Time of Distribution (as defined in the Distribution Agreement, dated as of March 15, 2005, as amended as of August 4, 2005, by and between Fortune and ACCO). Each Right entitles the registered holder to purchase from ACCO a unit consisting of one one-hundredth of a share of Series A Preferred Stock at a purchase price of $90 per share, subject to adjustment.

The Rights will not be exercisable until the earlier of:

•

10 business days following a public announcement that a person or group has acquired 15% or more of the outstanding shares of ACCO Common Stock (thereby becoming an “acquiring person” under the Rights Agreement); or

•

10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an acquiring person (the “Rights Agreement Distribution Date”).

An “acquiring person” under the Rights Agreement does not include Lane Industries and its affiliates if and so long as they are and continue to be beneficial owners of 15% or more of the outstanding shares of ACCO Common Stock following the completion of the Merger unless they acquire beneficial ownership of an additional 1% of ACCO Common Stock. This exception will no longer be applicable if Lane Industries and its affiliates’ beneficial ownership of ACCO Common Stock falls below 15% of the outstanding shares of ACCO Common Stock. Additionally, a person will not become an acquiring person solely by reason of the acquisition of shares of ACCO Common Stock following the completion of the Merger from Lane Industries as part of an exercise of remedies under a specified pledge agreement between Lane Industries and Harris Trust and Savings Bank.

Under the Rights Agreement, ACCO generally has the right to lower the ownership threshold triggering a person to become an “acquiring person” to an amount not less than the greater of (1) the sum of .001% and the largest percentage of the outstanding shares of ACCO Common Stock owned by any stockholder (excluding, among others, Lane Industries) and (2) 10%. If the threshold is lowered, the above exception for Lane Industries would be revised so that it would be based on the new threshold.

The Rights will expire 10 years after the date of issuance, unless such date is extended or the Rights are earlier redeemed or exchanged.

Until the Rights Agreement Distribution Date, the Rights will be evidenced only by shares of ACCO Common Stock and will be transferred with and only with such common stock. After the Rights Agreement Distribution Date, Rights certificates will be mailed to holders of record of ACCO Common Stock as of the close of business on the Rights Agreement Distribution Date.

In the event that a person becomes an acquiring person, each holder of a Right other than the acquiring person will have the right to receive upon exercise ACCO Common Stock having a value equal to two times the exercise price of the Right. In the event that, at any time following the date on which a person becomes an acquiring person, ACCO engages in certain types of merger or other business combination transactions, each holder of a Right other than the acquiring person will have the right to receive upon exercise common stock of the acquiring company having a value equal to two times the exercise price of the Right.

At any time after a person becomes an acquiring person and prior to their acquisition of 50% or more of the outstanding ACCO Common Stock, the ACCO Board of Directors may exchange the Rights (other than Rights owned by the acquiring person), in whole or in part, for one share of ACCO Common Stock, subject to adjustment. At any time until 10 business days following the date on which a person becomes an acquiring person, ACCO may redeem the Rights in whole, but not in part, at a price of $0.01 per Right.

See “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” below for a description of Series A Preferred Stock.

The foregoing description is qualified in its entirety by reference to the Rights Agreement which is filed hereto as Exhibit 4.1 and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 17, 2005, pursuant to an Agreement and Plan of Merger dated as of March 15, 2005, as amended as of August 4, 2005 (the “Merger Agreement”), by and among Fortune, ACCO, Gemini Acquisition Sub, Inc. (“Acquisition Sub”) and GBC, Acquisition Sub merged with and into GBC (the “Merger”). Each outstanding share of GBC common stock and GBC Class B common stock was converted into the right to receive one share of ACCO Common Stock and each outstanding share of Acquisition Sub common stock was converted into one share of GBC common stock. As a result of the Merger, the separate corporate existence of Acquisition Sub ceased and GBC continues as the surviving corporation and a wholly-owned subsidiary of ACCO.

ACCO’s Registration Statement on Form S-4/A (Registration No. 333-124946) filed with the Securities and Exchange Commission and declared effective on July 15, 2005 (the “Registration Statement”) sets forth certain information regarding the Merger, ACCO and GBC.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 12, 2005, ACCO paid a special dividend to the holders of record of ACCO Common Stock on August 12, 2005 in the aggregate principal amount of $625 million. The special dividend was issued in the form of promissory notes (the “Special Dividend Notes”). The Special Dividend Notes were repaid with interest on August 17, 2005 with the proceeds of loans drawn on a Credit Agreement, dated as of August 17, 2005, by and among ACCO, ACCO Brands Europe Ltd. and Furlon Holding B.V., and the lenders and issuers party thereto, Citicorp North America, Inc., as Administrative Agent, and ABN Ambro Bank, N.V., as Syndication Agent and the offering of 7 5/8% Senior Subordinated Notes due 2015.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement — Rights Agreement” is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 16, 2005, ACCO filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. A description of the Restated Certificate of Incorporation is contained in the Registration Statement.

On August 16, 2005, ACCO also filed a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware with respect to 2,000,000 shares of Series A Preferred Stock. Each share of

Series A Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of ACCO Common Stock whenever such dividend is declared. In the event of liquidation, the holders of Series A Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per share of ACCO Common Stock. Each share of Series A Preferred Stock will have 100 votes, voting together with ACCO Common Stock. In the event of any merger, consolidation or other transaction in which shares of ACCO Common Stock are exchanged, each share of Series A Preferred Stock will be entitled to receive 100 times the amount received per share of ACCO Common Stock. These rights will be protected by customary antidilution provisions. Because of the nature of the Series A Preferred Stock ‘s dividend, liquidation and voting rights, the value of each one one-hundredth interest in a share of Series A Preferred Stock purchasable upon exercise of a Right should approximate the value of one share of ACCO Common Stock.

On August 3, 2005, the Board of Directors of ACCO also adopted amended By-laws, effective as of the Time of Distribution, which are described in the Registration Statement.

The foregoing descriptions are qualified in their entirety by reference to the Restated Certificate of Incorporation, Certificate of Designation and Amended By-laws which are filed hereto as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, and incorporated herein by reference.

Item 8.01. Other Events.

On August 16, 2005, Fortune, then the majority stockholder of ACCO, completed the spin-off of ACCO by means of the pro rata distribution (the “Distribution”) of all outstanding shares of ACCO Common Stock held by Fortune to the holders of common stock, par value $3.125 per share, of Fortune (“Fortune Common Stock”). ACCO thereafter became an independent, separately traded, publicly held company.

The Distribution was made without the payment of any consideration or the exchange of any shares by Fortune stockholders. In the Distribution, Fortune stockholders received one share of ACCO Common Stock for every 4.255 shares of Fortune Common Stock held of record as of the close of business on August 9, 2005 and cash for any fractional shares of ACCO Common Stock. Ownership of ACCO Common Stock was registered in book-entry form and each stockholder of Fortune will receive a stock distribution statement indicating the number of shares of ACCO Common Stock that has been credited to the stockholder.

In connection with the Distribution, ACCO Common Stock was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. “When-issued” trading in ACCO Common Stock began on the New York Stock Exchange on August 5, 2005 under the trading symbol “ABDWI”. ACCO Common Stock began trading “regular way” on the New York Stock Exchange on August 17, 2005 under the trading symbol “ABD”.

The Distribution is more fully described in the Registration Statement.

On August 17, 2005, ACCO issued a press release announcing the completion of the Distribution and the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The following report and audited financial statements of GBC are incorporated herein by reference from GBC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004:

(i)

Reports of Independent Registered Public Accounting Firm dated March 15, 2005;

(ii)

Consolidated Balance Sheets as of December 31, 2003 and 2004;

(iii)

Consolidated Statements of Income for each of the three years in the period ended December 31, 2004;

(iv)

Consolidated Statements of Cash Flow for each of the three years in the period ended December 31, 2004;

(v)

Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2004; and

(vi)

Notes to Consolidated Financial Statements.

The following unaudited financial statements of GBC are incorporated herein by reference from GBC’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005:

(i)

Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004;

(ii)

Condensed Consolidated Statements of Income for the three months and six months ended June 30, 2005 and 2004;

(iii)

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004; and

(iv)

Notes to Condensed Consolidated Financial Statements.

(b) Pro Forma Financial Information.

The following pro forma financial statements of ACCO are incorporated herein by reference from the Registration Statement:

(i)

Unaudited Pro Forma Combined Condensed Balance Sheet as of March 25, 2005;

(ii)

Unaudited Combined Condensed Pro Forma Income Statement for the fiscal year ended December 2004;

(iii)

Unaudited Combined Condensed Pro Forma Income Statement for the three months ended March 2005; and

(iv)

Notes to Combined Condensed Financial Statements.

The Summary Unaudited Pro Forma Combined Condensed Financial Information furnished on ACCO’s Current Report on Form 8-K dated August 4, 2005 is incorporated herein by reference.

Unaudited Pro Forma Combined Condensed Consolidated Financial Information of ACCO for the quarter ended June 30, 2005 will be filed with an amendment to this report.


3.1		Restated Certificate of Incorporation

3.2		Certificate of Designation of Series A Junior Participating Preferred Stock

3.3		Amended By-laws

4.1		Rights Agreement, dated as of August 16, 2005, by and between ACCO Brands Corporation and Wells Fargo Bank, National Association, as rights agent

10.1		Tax Allocation Agreement, dated as of August 16, 2005, by and between Fortune Brands, Inc. and ACCO Brands Corporation

10.2		Tax Allocation Agreement, dated as of August 16, 2005, by and between General Binding Corporation and Lane Industries, Inc.

99.1		Press release dated August 17, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ACCO BRANDS CORPORATION
(Registrant)

By		/s/ S TEVEN R UBIN
Name:		Steven Rubin
Title:		Secretary

Date: August 17, 2005

EXHIBIT INDEX


Exhibit Number		Description
3.1		Restated Certificate of Incorporation

3.2		Certificate of Designation of Series A Junior Participating Preferred Stock

3.3		Amended By-laws

4.1		Rights Agreement, dated as of August 16, 2005, by and between ACCO Brands Corporation and Wells Fargo Bank, National Association, as rights agent

10.1		Tax Allocation Agreement, dated as of August 16, 2005, by and between Fortune Brands, Inc. and ACCO Brands Corporation

10.2		Tax Allocation Agreement, dated as of August 16, 2005, by and between General Binding Corporation and Lane Industries, Inc.

99.1		Press release dated August 17, 2005

Exhibit 3.1

RESTATED CERTIFICATE OF

INCORPORATION

ACCO BRANDS CORPORATION

ARTICLE I

The name of the Company is ACCO Brands Corporation.

ARTICLE II

The Company’s registered office in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

ARTICLE III

The nature of the business, or objects or purposes to be transacted, promoted or carried on, are: To engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

The total number of shares of all classes of stock which the Company shall have the authority to issue is 225,000,000, of which (i) 200,000,000 shares of the par value of $.01 each are to be of a class designated Common Stock (the “Common Stock”) and (ii) 25,000,000 shares par value $.01 per share are to be of a class designated Preferred Stock (the “Preferred Stock”).

In this Article IV, any reference to a section or paragraph, without further attribution, within a provision relating to a particular class of stock is intended to refer solely to the specified section or paragraph of the other provisions relating to the same class of stock.

Common Stock

The Common Stock shall have the following voting powers, designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations or restrictions thereof:

1. Dividends . Whenever the full dividends upon any outstanding Preferred Stock for all past dividend periods shall have been paid and the full dividends thereon for the then current respective dividend periods shall have been paid, or declared and a sum sufficient for the respective payments thereof set apart, the holders of shares of the Common Stock shall be entitled to receive such dividends and distributions in equal amounts per share, payable in cash or otherwise, as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Company legally available therefor.

2. Rights on Liquidation . In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after the payment or setting apart for payment to the holders of any outstanding Preferred Stock of the full preferential amounts to which such holders are entitled as herein provided or referred to, all of the remaining assets of the Company shall belong to and be distributable in equal amounts per share to the holders of the Common Stock. For purposes of this paragraph 2, a consolidation or merger of the Company with any other corporation, or the sale, transfer or lease of all or substantially all its assets shall not constitute or be deemed a liquidation, dissolution or winding-up of the Company.

3. Voting . Except as otherwise provided by the laws of the State of Delaware or by this Article IV, each share of Common Stock shall entitle the holder thereof to one vote.

Preferred Stock

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(a) the designation of the series, which may be by distinguishing number, letter or title;

(b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

(c) whether dividends, if any, shall be cumulative or noncumulative, and, if cumulative, the dates from which dividends on shares of such series shall be cumulative, and the dividend rate of the series;

(d) the dates at which dividends, if any, shall be payable;

(e) the redemption rights and price or prices, if any, for shares of the series;

(f) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(g) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company;

(h) whether the shares of the series shall be convertible into shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;

(i) restrictions on the issuance of shares of the same series or of any other class or series; and

(j) the voting rights, if any, of the holders of shares of the series.

Except as may be provided in this Certificate of Incorporation or in a Preferred Stock Designation, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding Common Stock, without a

vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to this Certificate of Incorporation or any Preferred Stock Designation.

The Company shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Company shall have notice thereof, except as expressly provided by applicable law.

ARTICLE V

The Company is to have perpetual existence.

ARTICLE VI

The private property of the stockholders of the Company shall not be subject to the payment of corporate debts to any extent whatever.

ARTICLE VII

Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Company shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board, provided, however, that prior to the annual meeting of stockholders to be held in 2008, any resolution to fix the number of directors in a number greater than 9 directors shall require the approval of at least 80% of the directors then in office. A director need not be a stockholder. The election of directors of the Company need not be by ballot unless the By-laws so require.

The directors, other than those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock, as provided herein or in any Preferred Stock Designation, shall be divided into three classes, as nearly equal in number as possible. One class of directors shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2006, another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2007, and another class shall be initially elected for a term expiring at the annual meeting of

stockholders to be held in 2008. Members of each class shall hold office until their successors are duly elected and qualified. At each annual meeting of the stockholders of the Company, commencing with the 2006 annual meeting, the successors of the class of directors whose term expires at that meeting shall be elected by a plurality vote of all votes cast for the election of directors at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

Subject to the rights of the holders of any series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified, provided, however, that prior to the annual meeting of stockholders to be held in 2008, any vacancy on the Board of Directors resulting from the death, retirement, disqualification, removal from office or other cause of a “GBC Director” shall be filled and shall require the vote of at least 80% of the directors then in office. (For purposes of this Article VII, a “GBC Director” shall mean any director named by the Board of Directors of General Binding Corporation (“GBC”) pursuant to the terms of the Agreement and Plan of Merger, dated as of March 15, 2005, by and among Fortune Brands, Inc., the Company, Gemini Acquisition Sub, Inc. and GBC, and any successor of a GBC Director who is appointed to succeed a GBC Director pursuant to the terms of this sentence.) No decrease in the number of authorized directors constituting the whole Board of Directors shall shorten the term of any incumbent director.

Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock, as provided herein or in any Preferred Stock Designation, to elect additional directors under specific circumstances, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding capital stock of the Company (the “Capital Stock”) entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class.

No director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an

improper personal benefit. No repeal or modification of this paragraph, directly or by adoption of an inconsistent provision of this Certificate of Incorporation, by the stockholders of the Company shall be effective with respect to any cause of action, suit, claim or other matter that, but for this paragraph, would accrue or arise prior to such repeal or modification.

ARTICLE VIII

Unless otherwise determined by the Board of Directors, no holder of stock of the Company shall, as such holder, have any right to purchase or subscribe for any stock of any class which the Company may issue or sell, whether or not exchangeable for any stock of the Company of any class or classes and whether out of unissued shares authorized by the Certificate of Incorporation of the Company as originally filed or by any amendment thereof or out of shares of stock of the Company acquired by it after the issue thereof.

ARTICLE IX

1. Amendment of Certificate of Incorporation . From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the statutes of the State of Delaware at the time in force may be added or inserted in the manner at the time prescribed by said statutes, and all rights at any time conferred upon the stockholders of the Company by its Certificate of Incorporation are granted subject to the provisions of this Article IX. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal Article VII, this Article IX or Article XI or adopt any provision inconsistent with any of the foregoing articles.

2. By-laws . The Board of Directors is expressly authorized to make, alter, amend and repeal the By-laws of the Company in any manner not inconsistent with the laws of the State of Delaware or of this Certificate of Incorporation, subject to the power of the holders of the Capital Stock to alter or repeal the By-laws made by the Board of Directors; provided , that any such amendment or repeal by stockholders shall require the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class.

ARTICLE X

The stockholder vote required to approve Business Combinations (as hereinafter defined) shall be as set forth in this Article X.

1. Higher Vote for Business Combinations . In addition to any affirmative vote required by law, this Certificate of Incorporation or the By-laws of the Company, and except as otherwise expressly provided in Section 2 of this Article X, a Business Combination shall not be consummated without the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

2. When Higher Vote Is Not Required . The provisions of Section 1 of this Article X shall not be applicable to a Business Combination if the conditions specified in either of the following paragraphs A or B are met.

A. Approval by Continuing Directors . The Business Combination shall have been approved by at least two-thirds of the Continuing Directors (as hereinafter defined), whether such approval is made prior to or subsequent to the date on which the Interested Stockholder (as hereinafter defined) became an Interested Stockholder (the “Determination Date”).

B. Price and Procedure Requirements . Each of the seven conditions specified in the following subparagraphs (i) through (vii) shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination (the “Consummation Date”) of any consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be an amount at least equal to the higher amount determined under clauses (a) and (b) below (the requirements of this paragraph B(i) shall be applicable with respect to all shares of Common Stock outstanding, whether or not the Interested Stockholder has previously acquired any shares of the Common Stock):

(a) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by or

on behalf of the Interested Stockholder for any shares of Common Stock acquired beneficially by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (2) in the transaction in which it became an Interested Stockholder, whichever is higher, plus interest compounded annually from the Determination Date through the Consummation Date at the prime rate of interest of Citibank N.A. (or of such other major bank headquartered in New York City selected by at least two-thirds of the Continuing Directors) from time to time in effect in New York City, less the aggregate amount of any cash dividends paid, and the Fair Market Value of any dividends paid in other than cash, per share of Common Stock from the Determination Date through the Consummation Date in an amount up to but not exceeding the amount of such interest payable per share of Common Stock; and

(b) the Fair Market Value per share of Common Stock on the Announcement Date or on the Determination Date, whichever is higher.

(ii) The aggregate amount of the cash and the Fair Market Value as of the Consummation Date of any consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock, other than the Common Stock, in such Business Combination shall be an amount at least equal to the highest amount determined under clauses (a), (b) and (c) below (the requirements of this paragraph B(ii) shall be applicable with respect to all shares of every class or series of outstanding Capital Stock, other than the Common Stock, whether or not the Interested Stockholder has previously acquired any shares of a particular class or series of Capital Stock):

(a) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by or on behalf of the Interested Stockholder for any shares of such class or series of Capital Stock acquired beneficially by it (1) within the two-year period immediately prior to the Announcement Date or (2) in the transaction in which it became an Interested Stockholder, whichever is higher, plus interest compounded annually from the Determination Date through the Consummation Date at the prime rate of interest of Citibank N.A. (or of such other major bank headquartered in New York City selected by at least two-thirds of the Continuing Directors) from time to time in effect in New York

City, less the aggregate amount of any cash dividends paid, and the Fair Market Value of any dividends paid in other than cash, per share of such class or series of Capital Stock from the Determination Date through the Consummation Date in an amount up to but not exceeding the amount of such interest payable per share of such class or series of Capital Stock; and

(b) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date or on the Determination Date, whichever is higher; and

(c) the highest preferential amount per share to which the holders of shares of such class or series of Capital Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, regardless of whether the Business Combination to be consummated constitutes such an event.

(iii) The consideration to be received by holders of a particular class or series of outstanding Capital Stock (including Common Stock) shall be in cash or in the same form as previously has been paid by or on behalf of the Interested Stockholder in its direct or indirect acquisition of beneficial ownership of shares of such class or series of Capital Stock. If the consideration so paid for shares of any class or series of Capital Stock varied as to form, the form of consideration for such class or series of Capital Stock shall be either cash or the form used to acquire beneficial ownership of the largest number of shares of such class or series of Capital Stock previously acquired by the Interested Stockholder.

(iv) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination, such Interested Stockholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of the transaction that results in such Interested Stockholder becoming an Interested Stockholder and except in a transaction that, after giving effect thereto, would not result in any increase in the Interested Stockholder’s percentage beneficial ownership of any class or series of Capital Stock; and, except as approved by at least two-thirds of the Continuing Directors: (a) there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (b) there shall have been no reduction in the annual rate of dividends paid on the

Common Stock (except as necessary to reflect any stock split, stock dividend or subdivision of the Common Stock); and (c) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock.

(v) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Company), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Company, whether in anticipation of or in connection with such Business Combination or otherwise.

(vi) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all stockholders of the Company at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by at least two-thirds of the Continuing Directors, the opinion of an investment banking firm selected for and on behalf of the Company by at least two-thirds of the Continuing Directors as to the fairness of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined).

(vii) Such Interested Stockholder shall not have made any material change in the Company’s business or equity capital structure without the approval of at least two-thirds of the Continuing Directors.

Any Business Combination to which Section 1 of this Article X shall not apply by reason of this Section 2 shall require only such affirmative vote as is required by law, any other provision of this Certificate of Incorporation, the By-laws of the Company or any agreement with any national securities exchange.

3. Certain Definitions . For the purposes of this Article X:

A. A “Business Combination” shall mean:

(i) any merger or consolidation of the Company or any Subsidiary (as hereinafter defined) with (i) any Interested Stockholder or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder; or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets or securities of the Company, any Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value of $20,000,000 or more; or

(iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

(iv) any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any Subsidiary or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

(v) any agreement, contract, arrangement or other understanding providing for any one or more of the actions specified in clauses (i) through (iv) above.

B. A “person” shall mean any individual, firm, corporation or other entity and shall include any group composed of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

C. “Interested Stockholder” shall mean any person (other than the Company or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Company, any Subsidiary, Fortune Brands, Inc., a Delaware corporation (“Fortune”), or any subsidiary of Fortune or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which:

(i) is the beneficial owner of Voting Stock having 10% or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or

(ii) is an Affiliate or Associate of the Company and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock having 10% or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933;

provided , however , that Fortune shall not be an Interested Stockholder as a result of its ownership of Capital Stock of the Company prior to the distribution of the shares of Capital Stock of the Company held by Fortune to the holders of capital stock of Fortune (the “Distribution”).

D. A person shall be a “beneficial owner” of any Capital Stock:

(i) which such person or any Affiliate or Associate of such person beneficially owns, directly or indirectly; or

(ii) which such person or any Affiliate or Associate of such person has, directly or indirectly, (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock.

E. For the purposes of determining whether a person is an Interested Stockholder pursuant to paragraph C of this Section 3, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed owned by the Interested Stockholder through application of paragraph D of this Section 3 but shall not include any other shares of Capital Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

F. “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on August 16, 2005 (the term “registrant” in such Rule 12b-2 meaning in this case the Company).

G. “Subsidiary” means any corporation of which a majority of any class of equity security is beneficially owned by the Company; provided, however, that for the purposes of the definition of Interested Stockholder set forth in paragraph C of this Section 3, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is beneficially owned by the Company.

H. “Continuing Director” means any member of the Board of Directors of the Company (the “Board”) who is not an Affiliate or Associate or representative of the Interested Stockholder and was a member of the Board prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director who is not an Affiliate or Associate or representative of the Interested Stockholder and is recommended or elected to succeed a Continuing Director by at least two-thirds of the Continuing Directors then members of the Board.

I. “Fair Market Value” means: (i) in the case of cash, the amount of such cash; (ii) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange Composite Transactions reporting system, or, if such stock is not quoted on such system, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined in good faith by at least two-thirds

of the Continuing Directors; and (iii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by at least two-thirds of the Continuing Directors.

J. In the event of any Business Combination in which the Company survives, the phrase “consideration other than cash to be received” as used in paragraphs B(i) and (ii) of Section 2 of this Article X shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.

4. Powers of Continuing Directors . Any determination as to compliance with this Article X, including without limitation (A) whether a person is an Interested Stockholder, (B) the number of shares of Capital Stock or other securities beneficially owned by any person, (C) whether a person is an Affiliate or Associate of another, (D) whether the requirements of paragraph B of Section 2 have been met with respect to any Business Combination, and (E) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Company or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $20,000,000 or more shall be made only upon action by not less than two-thirds of the Continuing Directors of the Company; and the good faith determination of at least two-thirds of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article X.

5. No Effect on Fiduciary Obligations . Nothing contained in this Article X shall be construed to relieve the Board of Directors or any Interested Stockholder from any fiduciary obligation imposed by law.

6. Amendment, Repeal, etc . Notwithstanding any other provisions of this Certificate of Incorporation or the By-laws of the Company (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-laws of the Company), the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article X; provided, however, that the preceding provisions of this Section 6 shall not apply to any amendment to this Article X, and such amendment shall require only such affirmative vote as is required by law and any other provisions of this Certificate of Incorporation or the By-laws of the Company, if such amendment shall have been approved by at least two-thirds of the members of the Board who are persons who would be eligible to serve as Continuing Directors.

ARTICLE XI

From and after the time of the Distribution (as defined in Article X), any action required or permitted to be taken by the stockholders shall be taken only at an annual or special meeting of such stockholders and not by consent in writing. Special meetings of the stockholders for any purpose or purposes shall be called only by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board.

Exhibit 3.2

CERTIFICATE OF DESIGNATION

SERIES A JUNIOR PARTICIPATING

PREFERRED STOCK

ACCO BRANDS CORPORATION

(Pursuant to Section 151

of the General Corporation Law

of the State of Delaware)

ACCO Brands Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company pursuant to Section 151 of the Delaware General Corporation Law:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Company in accordance with the provisions of its Restated Certificate of Incorporation, a series of Preferred Stock of this Company be created and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series, and qualifications, limitations or restrictions thereof are as follows:

Series A Junior Participating Preferred Stock

1. Designation and Amount . A series of Preferred Stock, par value $.01 per share, is hereby created and shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 2,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by this Company convertible into Series A Preferred Stock.

2. Dividends and Distributions .

2.1 Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in

preference to the holders of Common Stock and of any other junior stock of this Company, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the second Monday of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event this Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

2.2 This Company shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph 2.1 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

2.3 Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a

quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share by share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

3. Voting Rights . The holders of shares of Series A Preferred Stock shall have the following voting rights:

3.1 Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of this Company. In the event this Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

3.2 Except as otherwise provided herein, in any other Preferred Stock Designation creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of this Company having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of this Company.

3.3 Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

4. Certain Restrictions .

4.1 Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in paragraph 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, this Company shall not:

(a) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(b) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(c) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that this Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of this Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(d) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

4.2 This Company shall not permit any subsidiary of this Company to purchase or otherwise acquire for consideration any shares of stock of this Company unless this Company could, under subparagraph (c) of paragraph 4.1, purchase or otherwise acquire such shares at such time and in such manner.

5. Reacquired Shares . Any shares of Series A Preferred Stock purchased or otherwise acquired by this Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in any other Preferred Stock Designation creating a series of Preferred Stock or any similar stock or as otherwise required by law.

6. Liquidation, Dissolution or Winding Up . Upon any liquidation, dissolution or winding up of this Company, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (ii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event this Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

7. Consolidation, Merger, etc . In case this Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the

event this Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

8. No Redemption . The shares of Series A Preferred Stock shall not be redeemable.

9. Rank . The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of this Company’s Preferred Stock.

10. Amendment . The Restated Certificate of Incorporation of this Company shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company by the undersigned this 16th day of August, 2005.


ACCO BRANDS CORPORATION

By:		/s/ Mark A. Roche
		Name: Mark A. Roche Title: Secretary

Exhibit 3.3

BY-LAWS

ACCO BRANDS CORPORATION

ARTICLE I

Offices

SECTION 1. Registered Office in Delaware; Resident Agent. The address of the Company’s registered office in the State of Delaware and the name and address of its resident agent in charge thereof are as filed with the Secretary of State of the State of Delaware.

SECTION 2. Other Offices. The Company may also have an office or offices at such other place or places either within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Company requires.

ARTICLE II

Meetings Of Stockholders

SECTION 1. Place of Meetings. All meetings of the stockholders of the Company shall be held at such place, within or without the State of Delaware, as may from time to time be designated by resolution passed by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meetings shall not be held at any place, but may instead be held solely by means of remote communication.

SECTION 2. Annual Meeting. An annual meeting of the stockholders for the election of directors and for the transaction of such other proper business, notice of which was given in the notice of meeting, shall be held on a date and at a time as may from time to time be designated by resolution passed by the Board of Directors.

SECTION 3. Special Meetings. A special meeting of the stockholders for any purpose or purposes shall be called only by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board.

SECTION 4. Notice of Meetings . Except as otherwise provided by law, written notice of each meeting of the stockholders, whether annual or special, shall be mailed, postage prepaid, or sent by electronic transmission not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting, at the stockholder’s address as it appears on the records of the Company. Every such notice shall state the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person or by proxy and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law.

SECTION 5. List of Stockholders. The Secretary shall, from information obtained from the transfer agent, prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a specified place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list referred to in this section or the books of the Company, or to vote in person or by proxy at any meeting of stockholders.

SECTION 6. Quorum. At each meeting of the stockholders, the holders of a majority of the issued and outstanding stock of the Company present either in person or by proxy shall constitute a quorum for the transaction of business except where otherwise provided by law or by the Certificate of Incorporation or by these By-laws for a specified action. Except as otherwise provided by law, in the absence of a quorum, a majority in interest of the stockholders of the Company present in person or by proxy and entitled to vote shall have the power to adjourn the meeting

from time to time, without notice other than announcement at the meeting, until stockholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at a meeting as originally called, and only those stockholders entitled to vote at the meeting as originally called shall be entitled to vote at any adjournment or adjournments thereof. The absence from any meeting of the number of stockholders required by law or by the Certificate of Incorporation or by these By-laws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if the number of stockholders required in respect of such other matter or matters shall be present.

SECTION 7. Organization. At every meeting of the stockholders the Chairman of the Board, or in the absence of the Chairman of the Board, the Chief Executive Officer (if any) shall act as chairman of the meeting. If none of the officers specified in the preceding sentence is present, a director or an officer of the Company designated by the Board, shall act as chairman of the meeting. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, shall act as secretary at all meetings of the stockholders. In the absence from any such meeting of the Secretary and the Assistant Secretaries, the chairman may appoint any person to act as secretary of the meeting.

SECTION 8. Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders . (1) Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Company’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Company who was a stockholder of record at the time of giving of notice provided for in this by-law, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this by-law.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this by-law, the stockholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the case of the annual meeting to be held in 2006 or in the event that the date of the annual meeting is more than 30 days before or

more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s consent to be named in the proxy statement as a nominee and serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner and (ii) the class and number of shares of stock of the Company which are owned beneficially and of record by such stockholder and such beneficial owner.

Notwithstanding anything in the second sentence of paragraph (A)(2) of this by-law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this by-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

(B) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any

stockholder of the Company who is a stockholder of record at the time of giving of notice provided for in this by-law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this by-law. In the event the Company calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder who shall be entitled to vote at the meeting may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting if the stockholder shall have delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the later of the 120th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s consent to be named in the proxy statement as a nominee and serving as a director if elected); and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner and (ii) the class and number of shares of stock of the Company which are owned beneficially and of record by such stockholder and such beneficial owner.

(1) Only such persons who are nominated in accordance with the procedures set forth in this by-law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this by-law. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this by-law and, if any proposed nomination or business is not in compliance with this by-law, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this by-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this by-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this by-law. Nothing in this by-law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock of the Company to elect directors under specified circumstances.

SECTION 9. Business and Order of Business. At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, except as otherwise provided by law or in these By-laws. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting, unless otherwise determined by a majority in interest of the stockholders present in person or by proxy at such meeting and entitled to vote thereat.

SECTION 10. Voting. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of stock held by such stockholder. Any vote of share of stock may be given by the stockholder entitled thereto in person or by proxy appointed by an instrument in writing, subscribed (or transmitted by electronic means and authenticated as provided by law) by such stockholder or by the stockholder’s attorney thereunto authorized, and delivered to the Secretary; provided, however, that no proxy shall be voted after three years from its date unless the proxy provides for a longer period. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, at all meetings of the stockholders, all matters shall be decided by the vote (which need not be by ballot) of a majority in interest of the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present.

ARTICLE III

Board of Directors

SECTION 1. General Powers. The property, affairs and business of the Company shall be managed by or under the direction of its Board of Directors.

SECTION 2. Number, Qualifications, and Term of Office. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors

under specified circumstances, the number of directors of the Company shall be no fewer than nine and no greater than eleven and shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board, provided, however, that prior to the annual meeting of stockholders to be held in 2008, any resolution to fix the number of directors in a number greater than 9 directors shall require the approval of at least 80% of the directors then in office. A director need not be a stockholder.

The directors, other than those who may be elected by the holders of any series of Preferred Stock or any other series or class of stock, as provided herein or in any Preferred Stock Designation (as defined in the Certificate of Incorporation), shall be divided into three classes, as nearly equal in number as possible. One class of directors shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2006, another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2007, and another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2008. Members of each class shall hold office until their successors are elected and shall have qualified. At each annual meeting of the stockholders of the Company, commencing with the 2006 annual meeting, the successors of the class of directors whose term expires at that meeting shall be elected by a plurality vote of all votes cast for the election of directors at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

SECTION 3. Election of Directors. At each meeting of the stockholders for the election of directors at which a quorum is present, the directors shall be elected by a plurality vote of all votes cast for the election of directors at such meeting.

SECTION 4. Quorum and Manner of Acting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by law, the Certificate of Incorporation or these By-laws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum shall be obtained. Notice of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such.

SECTION 5. Place of Meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.

SECTION 6. First Meeting. Promptly after each annual election of directors, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, at the same place as that at which the annual meeting of stockholders was held or as otherwise determined by the Board. Notice of such meeting need not be given. Such meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

SECTION 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such places and at such times as the Board shall from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day not a legal holiday. Notice of regular meetings need not be given.

SECTION 8. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board and shall be called by the Chairman of the Board or the Secretary of the Company at the written request of three directors. Notice of each such meeting stating the time and place of the meeting shall be given to each director by mail, telephone, other electronic transmission or personally. If by mail, such notice shall be given not less than five days before the meeting; and if by telephone, other electronic transmission or personally, not less than two days before the meeting. A notice mailed at least two weeks before the meeting need not state the purpose thereof except as otherwise provided in these By-laws. In all other cases the notice shall state the principal purpose or purposes of the meeting. Notice of any meeting of the Board need not be given to a director, however, if waived by the director in writing before or after such meeting or if the director shall be present at the meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, or, in the absence of the Chairman of the Board, the Chief Executive Officer (if any), or, in his or her absence, a director or an officer of the Company designated by the Board shall act as chairman of the meeting. The Secretary, or, in the Secretary’s absence, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

SECTION 10. Order of Business. At all meetings of the Board of Directors, business shall be transacted in the order determined by the Board.

SECTION 11. Resignations. Any director of the Company may resign at any time by giving written notice to the Chairman of the Board or the Secretary of the Company. The resignation of any director shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 12. Compensation. Each director shall be paid such compensation, if any, as shall be fixed by the Board of Directors.

ARTICLE IV

Committees

SECTION 1. Appointment and Powers. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more directors of the Company (or in the case of a special-purpose committee, one or more directors of the Company), which, to the extent provided in said resolution or in these By-laws and not inconsistent with Section 141 of the Delaware General Corporation Law shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 2. Term of Office and Vacancies. Each member of a committee shall continue in office until a director to succeed him or her shall have been elected and shall have qualified, or until he or she ceases to be a director or until he or she shall have resigned or shall have been removed in the manner hereinafter provided. Any vacancy in a committee shall be filled by the vote of a majority of the whole Board of Directors at any regular or special meeting thereof.

SECTION 3. Alternates. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

SECTION 4. Organization. Unless otherwise provided by the Board of Directors, each committee shall appoint a chairman. Each committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

SECTION 5. Resignations. Any regular or alternate member of a committee may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer (if any) or the Secretary of the Company. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6. Removal. Any regular or alternate member of a committee may be removed with or without cause at any time by resolution passed by a majority of the whole Board of Directors at any regular or special meeting.

SECTION 7. Meetings. Regular meetings of each committee, of which no notice shall be necessary, shall be held on such days and at such places as the chairman of the committee shall determine or as shall be fixed by a resolution passed by a majority of all the members of such committee. Special meetings of each committee will be called by the Secretary at the request of any two members of such committee, or in such other manner as may be determined by the committee. Notice of each special meeting of a committee shall be mailed to each member thereof at least two days before the meeting or shall be given personally or by telephone or other electronic transmission at least one day before the meeting. Every such notice shall state the time and place, but need not state the purposes of the meeting. No notice of any meeting of a committee shall be required to be given to any alternate.

SECTION 8. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board of Directors, a majority of a committee (including alternates when acting in lieu of regular members of such committee) shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of such committee. The members of each committee shall act only as a committee and the individual members shall have no power as such.

SECTION 9. Compensation. Each regular or alternate member of a committee shall be paid such compensation, if any, as shall be fixed by the Board of Directors.

ARTICLE V

Officers

SECTION 1. Officers. The Board of Directors shall annually choose from amongst its members a Chairman of the Board. The Board may also choose a Chief Executive Officer (if any), President (if any), one or more Vice Presidents (if any) (one or more of whom may be Executive Vice Presidents, Senior Vice Presidents or otherwise as may be designated by the Board), and shall also choose a Secretary and a Treasurer. Any two or more offices not inconsistent with each other may be held by the same person. The Board of Directors may also from time to time elect such other officers as it deems necessary.

SECTION 2. Term of Office. Each officer shall hold office until his or her successor shall have been duly elected and qualified in his or her stead, or until his or her death or until he or she shall have resigned or shall have been removed in the manner hereinafter provided.

SECTION 3. Additional Officers; Agents. The Chairman of the Board may from time to time appoint and remove such additional officers and agents as may be deemed necessary. Such persons shall hold office for such period, have such authority, and perform such duties as provided in these By-laws or as the Chairman of the Board may from time to time prescribe. The Board of Directors or the Chairman of the Board may from time to time authorize any officer to appoint and remove agents and employees and to prescribe their powers and duties.

SECTION 4. Salaries. Unless otherwise provided by resolution passed by a majority of the whole Board, the salaries of all officers elected by the Board of Directors shall be fixed by the Board of Directors.

SECTION 5. Removal. Except where otherwise expressly provided in a contract authorized by the Board of Directors, any officer may be removed, either with or without cause, by the vote of a two-thirds majority of the Board at any regular or special meeting or, except in the case of an officer elected by the Board, by any superior officer upon whom the power of removal may be conferred by the Board or by these By-laws.

SECTION 6. Resignations. Any officer elected by the Board of Directors may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer (if any) or the Secretary. Any other officer may resign at any time by giving written notice to the Chairman of the Board, or the Chief Executive Officer (if any). Any such resignation shall take effect at the date of

receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 7. Vacancies. A vacancy in any office because of death, resignation, removal or otherwise, shall be filled for the unexpired portion of the term in the manner provided in these By-laws for regular election or appointment to such office.

SECTION 8. Chairman of the Board. The Chairman of the Board shall have the power to call special meetings of the Board of Directors and, if present, to preside at all meetings of the Board of Directors and to perform such other duties and have such responsibilities as the Board may from time to time determine.

SECTION 9. Chief Executive Officer . The Chief Executive Officer of the Company (if any) shall have general direction of its business affairs, subject, however, to the control of the Board of Directors. Such person shall perform such other duties and have such responsibilities as the Board may from time to time determine. At the request of the Chairman of the Board or in case of his or her absence or disability, the Chief Executive Officer (if any), or if there is no Chief Executive Officer such other elected officer designated by the Chairman of the Board in writing filed with the records of the Secretary, shall perform the duties of the Chairman of the Board, subject to the control of the Board of Directors.

SECTION 10. President and Vice Presidents . The President (if any), the Executive Vice Presidents (if any), the Senior Vice Presidents (if any) and such other Vice Presidents as shall have been chosen shall have such powers and perform such duties as shall at any time be delegated to them by the Board of Directors.

SECTION 11. Secretary. The Secretary shall give the requisite notice of meetings of stockholders and directors and shall record the proceedings of such meetings, shall have the custody of the seal of the Company and shall affix it or cause it to be affixed to such instruments as require the seal and attest it and, besides his or her powers and duties prescribed by law, shall have such other powers and perform such other duties as shall at any time be required of him or her by the Board of Directors.

SECTION 12. Assistant Secretaries. The Assistant Secretaries shall assist the Secretary in the discharge of his or her duties and shall have such powers and perform such other duties as shall at any time be delegated to them by the Board of Directors, and in the absence or disability of the Secretary, shall perform the duties of his or her office, subject to the control of the Board.

SECTION 13. Treasurer. The Treasurer shall have charge of the funds and securities of the Company and shall have such powers and perform such duties as shall at any time be delegated to him or her by the Board of Directors.

SECTION 14. Assistant Treasurers. The Assistant Treasurers shall assist the Treasurer in the discharge of his or her duties and shall have such powers and perform such other duties as shall at any time be delegated to them by the Board of Directors, and in the absence or disability of the Treasurer, shall perform the duties of his or her office subject to the control of the Board.

ARTICLE VI

Authorizations

SECTION 1. Contracts. The Board of Directors, except as in these By-laws otherwise provided, may authorize any officer, employee or agent of the Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loan shall be contracted on behalf of the Company and no negotiable paper shall be issued in its name, unless authorized by the Board of Directors.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or officers, employee or employees, of the Company as shall from time to time be determined in accordance with authorization of the Board of Directors.

SECTION 4. Deposits. All funds of the Company shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may from time to time designate, or as may be designated by any officer or officers of the Company to whom such power may be delegated by the Board, and for the purpose of such deposit the officers and employees who have been authorized to do so in accordance with the determinations of the Board may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Company.

SECTION 5. Proxies. Except as otherwise provided in these By-laws or in the Certificate of Incorporation, and unless otherwise provided by resolution of the

Board of Directors, the Chairman of the Board, the Chief Executive Officer (if any) or any other officer may from time to time appoint an attorney or attorneys or agent or agents of the Company, in the name and on behalf of the Company, to cast the votes which the Company may be entitled to cast as a stockholder or otherwise in any other corporation any of whose stock or other securities may be held by the Company, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such vote or giving such consent, and may execute or cause to be executed in the name and on behalf of the Company and under its corporate seal, or otherwise, all such written proxies or other instruments as such officer may deem necessary or proper in the premises.

ARTICLE VII

Indemnification

SECTION 1. The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under this section) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2. The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under this section) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

SECTION 3. To the extent that a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of such person in connection therewith. If any such person is not wholly successful in any such action, suit or proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters therein, the Company shall indemnify such person against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of such person in connection with each claim, issue or matter that is successfully resolved. For purposes of this Section and without limitation, the termination of any claim, issue or matter by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

SECTION 4. Notwithstanding any other provision of this section, to the extent any person is a witness in, but not a party to, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries, or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the

extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under this section) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise, such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of such person in connection therewith.

SECTION 5. Indemnification under Sections 1 and 2 of this Article VII shall be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII. Such determination shall be made (1) if a Change of Control (as hereinafter defined) shall not have occurred, (a) by the Board of Directors by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or (b) if there are no Disinterested Directors or, even if there are Disinterested Directors, a majority of such Disinterested Directors so directs, by (x) Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (y) the stockholders of the Company; or (2) if a Change of Control shall have occurred, by Independent Counsel selected by the claimant in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, unless the claimant shall request that such determination be made by or at the direction of the Board of Directors, in which case it shall be made in accordance with clause (1) of this sentence. Any claimant shall be entitled to be indemnified against the expenses (including attorneys’ fees) actually and reasonably incurred by such claimant in cooperating with the person or entity making the determination of entitlement to indemnification (irrespective of the determination as to the claimant’s entitlement to indemnification) and, to the extent successful, in connection with any litigation or arbitration with respect to such claim or the enforcement thereof.

SECTION 6. If a Change of Control shall not have occurred, or if a Change of Control shall have occurred and a director, officer, employee or agent requests pursuant to clause (2) of the second sentence in Section 5 of this Article VII that the determination as to whether the claimant is entitled to indemnification be made by or at the direction of the Board of Directors, the claimant shall be conclusively presumed to have been determined pursuant to Section 5 of this Article VII to be entitled to indemnification if (a)(i) within fifteen days after the next regularly scheduled meeting of the Board of Directors following receipt by the Company of the request therefor, the Board of Directors shall not have resolved by majority vote of the Disinterested Directors to submit such determination to (x) Independent Counsel for its determination or (y) the stockholders for their determination at the next annual meeting, or any special meeting that may be held

earlier, after such receipt, and (ii) within sixty days after receipt by the Company of the request therefor (or within ninety days after such receipt if the Board of Directors in good faith determines that additional time is required by it for the determination and, prior to expiration of such sixty-day period, notifies the claimant thereof), the Board of Directors shall not have made the determination by a majority vote of the Disinterested Directors, or (b) after a resolution of the Board of Directors, timely made pursuant to clause (a)(i)(y) above, to submit the determination to the stockholders, the stockholders meeting at which the determination is to be made shall not have been held on or before the date prescribed (or on or before a later date, not to exceed sixty days beyond the original date, to which such meeting may have been postponed or adjourned on good cause by the Board of Directors acting in good faith); provided, however, that this sentence shall not apply if the claimant has misstated or failed to state a material fact in connection with his or her request for indemnification. Such presumed determination that a claimant is entitled to indemnification shall be deemed to have been made (I) at the end of the sixty-day or ninety-day period (as the case may be) referred to in clause (a)(ii) of the immediately preceding sentence or (II) if the Board of Directors has resolved on a timely basis to submit the determination to the stockholders, on the last date within the period prescribed by law for holding such stockholders meeting (or a postponement or adjournment thereof as permitted above).

SECTION 7. Expenses (including attorneys’ fees) incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, promptly after receipt of a request therefor stating in reasonable detail the expenses incurred; provided that in each case the Company shall have received an undertaking by or on behalf of the present or former director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this section.

SECTION 8. The Board of Directors shall establish reasonable procedures for the submission of claims for indemnification pursuant to this Article VII, determination of the entitlement of any person thereto and review of any such determination. Such procedures shall be set forth in an appendix to these By-laws and shall be deemed for all purposes to be a part hereof.

SECTION 9. For purposes of this Article VII,

(1) “Change of Control” means any of the following occurring at any time after the distribution of the shares of capital stock of the Company held by Fortune Brands, Inc., a Delaware corporation (“Fortune”), to the holders of capital stock of Fortune (the “Distribution”) and the consummation of their merger pursuant

to the Agreement and Plan of Merger dated as of March 15, 2005, by and among Fortune, the Company, Gemini Acquisition Sub, Inc. and General Binding Corporation (the “Merger”):

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or Fortune or any corporation controlled by the Company or Fortune or (z) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 9(1); or

(b) Individuals who, as of the date of the Distribution and Merger, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to that date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation,

a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company, of Fortune or of such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Corporate Transaction; or

(d) Approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.

(2) “Disinterested Director” means a director of the Company who is not and was not a party to an action, suit or proceeding in respect of which indemnification is sought by a director, officer, employee or agent.

(3) “Independent Counsel” means a law firm, or a member of a law firm, that (i) is experienced in matters of corporation law; (ii) neither presently is, nor in the past five years has been, retained to represent the Company, the director, officer, employee or agent claiming indemnification or any other party to the action, suit or proceeding giving rise to a claim for indemnification under this section, in any matter material to the Company, the claimant or any such other party; and (iii) would not, under applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or such director, officer, employee or agent in an action to determine the Company’s or such person’s rights under this section.

SECTION 10. The indemnification and advancement of expenses herein provided, or granted pursuant hereto, shall not be deemed exclusive of any other rights to which any of those indemnified or eligible for advancement of expenses may be entitled under any agreement, vote of stockholders or Disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. Notwithstanding any amendment,

alteration or repeal of this Article VII or any of its provisions, or of any of the procedures established by the Board of Directors pursuant to Section 8 of this Article VII, any person who is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of any partnership, joint venture, employee benefit plan or other enterprise shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any action taken or omitted prior to such amendment, alteration or repeal except to the extent otherwise required by law.

SECTION 11. No indemnification shall be payable pursuant to this section with respect to any action against the Company commenced by an officer, director, employee or agent unless the Board of Directors shall have authorized the commencement thereof or unless and to the extent that this Article VII or the procedures established pursuant to Section 8 of this Article VII shall specifically provide for indemnification of expenses relating to the enforcement of rights under this section and such procedures.

ARTICLE VIII

Shares and Their Transfer

SECTION 1. Shares of Stock. The shares of any class of stock of the Company may be uncertificated shares, to the extent authorized by the Board of Directors.

SECTION 2. Record Ownership. A record of the name and address of each holder of the shares of the Company, the number of shares held by such stockholder and the date of issuance of the shares held by such stockholder shall be made on the Company’s books. The Company shall be entitled to treat the holder of record of any share of stock (including any holder registered in a book-entry or direct registration system maintained by the Company or a transfer agent or a registrar designated by the Board of Directors) as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

SECTION 3. Transfer of Stock. Shares of stock shall be transferable on the books of the Company by the holder of record of such stock in person or by such

person’s attorney or other duly constituted representative, pursuant to applicable law and such rules and regulations as the Board of Directors shall from time to time prescribe.

SECTION 4. Transfer Agent and Registrar; Regulations. The Company shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the stock of the Company shall be directly transferable, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Company and concerning the registration of pledges of uncertificated shares.

SECTION 5. Fixing Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 6. Examination of Books by Stockholders. The Board of Directors shall, subject to the laws of the State of Delaware, have power to determine from time to time, whether and to what extent and under what conditions and regulations the accounts and books of the Company, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any book or document of the Company, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Company.

ARTICLE IX

Notice

SECTION 1. Manner of Giving Written Notice.

(A) Any notice in writing required by law or by these By-laws to be given to any person shall be effective if delivered personally, given by depositing the same in the post office or letter box in a postpaid envelope addressed to such person at such address as appears on the books of the Company or given by a form of electronic transmission consented to by such person to whom the notice is to be given. Any such consent shall be deemed revoked if (i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice; provided , however , the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(B) Notice by mail shall be deemed to be given at the time when the same shall be mailed and notice by other means shall be deemed given when actually delivered (and in the case of notice transmitted by a form of electronic transmission, such notice shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder).

SECTION 2. Waiver of Notice. Whenever any notice is required to be given to any person, a waiver thereof by such person in writing or transmitted by electronic means (and authenticated if and as required by law), whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE X

Seal

The corporate seal shall have inscribed thereon the name of the Company, the year of its organization and the words “Corporate Seal” and “Delaware”.

ARTICLE XI

Fiscal Year

The fiscal year of the Company shall end on December 27 in each year.

APPENDIX

Procedures for Submission and

Determination of Claims for Indemnification

Pursuant to Article VII of the By-laws.

SECTION 1. Purpose. The Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article VII, of the By-laws (the “Procedures”) are to implement the provisions of Article VII of the By-laws of the Company (the “By-laws”) in compliance with the requirement of Section 8 thereof.

SECTION 2. Definitions. For purposes of these Procedures:

(A) All terms that are defined in Article VII of the By-laws shall have the meanings ascribed to them therein when used in these Procedures unless otherwise defined herein.

(B) “Expenses” include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in, a Proceeding; and shall also include such retainers as counsel may reasonably require in advance of undertaking the representation of an Indemnitee in a Proceeding.

(C) “Indemnitee” includes any person who was or is, or is threatened to be made, a witness in or a party to any Proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Company or any of its majority-owned subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any agreement, arrangement or understanding of agency contains provisions that supersede or abrogate indemnification under Article VII of the By-laws) of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise.

(D) “Proceeding” includes any action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee unless the Board of Directors shall have authorized the commencement thereof.

SECTION 3. Submission and Determination of Claims.

(A) To obtain indemnification or advancement of Expenses under Article VII of the By-laws, an Indemnitee shall submit to the Secretary of the Company a written request therefor, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to permit a determination as to whether and what extent the Indemnitee is entitled to indemnification or advancement of Expenses, as the case may be. The Secretary shall, promptly upon receipt of a request for indemnification, advise the Board of Directors thereof in writing if a determination in accordance with Article VII, Section 5 of the By-laws is required.

(B) Upon written request by an Indemnitee for indemnification pursuant to Section 3(A) hereof, a determination with respect to the Indemnitee’s entitlement thereto in the specific case, if required by the By-laws, shall be made in accordance with Article VII, Section 5 of the By-laws, and, if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination, with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination.

(C) If entitlement to indemnification is to be made by Independent Counsel pursuant to Article VII, Section 5 of the By-laws, the Independent Counsel shall be selected as provided in this Section 3(C). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the immediately preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article VII of the By-laws, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel

unless and until a court has determined that such objection is without merit. If, within twenty days after the next regularly scheduled Board of Directors meeting following submission by the Indemnitee of a written request for indemnification pursuant to Section 3(A) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or the Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Article VII, Section 5 of the By-laws. The Company shall pay any and all reasonable fees and expenses (including without limitation any advance retainers reasonably required by counsel) of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Article VII, Section 5 of the By-laws, and the Company shall pay all reasonable fees and expenses (including without limitation any advance retainers reasonably required by counsel) incident to the procedures of Article VII, Section 5 of the By-laws and this Section 3(C), regardless of the manner in which Independent Counsel was selected or appointed. Upon the delivery of its opinion pursuant to Article VII of the By-laws or, if earlier, the due commencement of any judicial proceeding or arbitration pursuant to Section 4(A)(3) of these Procedures, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(D) If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification under the By-laws, the person, persons or entity making such determination shall presume that an Indemnitee is entitled to indemnification under the By-laws if the Indemnitee has submitted a request for indemnification in accordance with Section 3(A) hereof, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

SECTION 4. Review and Enforcement of Determination.

(A) In the event that (1) advancement of Expenses is not timely made pursuant to Article VII, Section 7 of the By-laws, (2) payment of indemnification is not made pursuant to Article VII, Section 3 or 4 of the By-laws within ten days after receipt by the Company of written request therefor, (3) a determination is made pursuant to Article VII, Section 5 of the By-laws that an Indemnitee is not entitled to indemnification under the By-laws, (4) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Article VII,

Section 5 of the By-laws and such determination shall not have been made and delivered in a written opinion within ninety days after receipt by the Company of the written request for indemnification, or (5) payment of indemnification is not made within ten days after a determination has been made pursuant to Article VII, Section 5 of the By-laws that an Indemnitee is entitled to indemnification or within ten days after such determination is deemed to have been made pursuant to Article VII, Section 6 of the By-laws, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one year following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 4(A). The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration.

(B) In the event that a determination shall have been made pursuant to Article VII, Section 5 of the By-laws that an Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, the Company shall have the burden of proving in any judicial proceeding or arbitration commenced pursuant to this Section 4 that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(C) If a determination shall have been made or deemed to have been made pursuant to Article VII, Section 5 or 6 of the By-laws that an Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 4, absent (1) a misstatement or omission of a material fact in connection with the Indemnitee’s request for indemnification, or (2) a prohibition of such indemnification under applicable law.

(D) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 4 that the procedures and presumptions of these Procedures are not valid, binding and enforceable, and shall stipulate in any such judicial proceeding or arbitration that the Company is bound by all the provisions of these Procedures.

(E) In the event that an Indemnitee, pursuant to this Section 4, seeks to enforce the Indemnitee’s rights under, or to recover damages for breach of, Article VII of the By-laws or these Procedures in a judicial proceeding or arbitration, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 2 of these Procedures) actually and reasonably incurred in such judicial proceeding or arbitration, but only if the Indemnitee prevails therein. If it shall be determined in such judicial proceeding or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the expenses incurred by the Indemnitee in connection with such judicial proceeding or arbitration shall be appropriately prorated.

SECTION 5. Amendments. These Procedures may be amended at any time and from time to time in the same manner as any by-law of the Company in accordance with the Certificate of Incorporation; provided, however, that notwithstanding any amendment, alteration or repeal of these Procedures or any provision hereof, any Indemnitee shall be entitled to utilize these Procedures with respect to any claim for indemnification arising out of any action taken or omitted prior to such amendment, alteration or repeal except to the extent otherwise required by law.

Exhibit 4

ACCO BRANDS CORPORATION

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Rights Agent

RIGHTS AGREEMENT

Dated as of August 16, 2005

TABLE OF CONTENTS


		Page
Section 1.	Certain Definitions	1
Section 2.	Appointment of Rights Agent	6
Section 3.	Issue of Right Certificates	6
Section 4.	Form of Right Certificates	8
Section 5.	Countersignature and Registration	8
Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	9
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	10
Section 8.	Cancellation and Destruction of Right Certificates	11
Section 9.	Availability of Preferred Shares	11
Section 10.	Preferred Shares Record Date	12
Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	12
Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	19
Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	19
Section 14.	Fractional Rights and Fractional Shares	20
Section 15.	Rights of Action	21
Section 16.	Agreement of Right Holders	22
Section 17.	Right Holder Not Deemed a Stockholder	22
Section 18.	Concerning the Rights Agent	22
Section 19.	Merger or Consolidation or Change of Name of Rights Agent	23
Section 20.	Duties of Rights Agent	23
Section 21.	Change of Rights Agent	26
Section 22.	Issuance of New Right Certificates	27
Section 23.	Redemption	27
Section 24.	Exchange	28
Section 25.	Notice of Certain Events	29
Section 26.	Notices	30
Section 27.	Supplements and Amendments	31
Section 28.	Successors	31
Section 29.	Benefits of this Agreement	31
Section 30.	Severability	32
Section 31.	Governing Law	32
Section 32.	Counterparts	32
Section 33.	Descriptive Headings	32

Exhibit A - Form of Right Certificate

RIGHTS AGREEMENT

Rights Agreement, dated as of August 16, 2005, between ACCO Brands Corporation, a Delaware corporation (the “ Company ”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “ Rights Agent ”).

The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “ Right ”) for each share of Common Stock (as hereinafter defined) to be outstanding immediately prior to the pro rata distribution of shares of Common Stock (the “ Spin-Off ”) by Fortune Brands, Inc., a Delaware corporation (“ Fortune ”), to Fortune’s stockholders, each Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each share of Common Stock that shall become outstanding between the effective date of the Spin-Off (the “ Record Date ”) and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined); provided , however , that Rights may be issued with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date in accordance with the provisions of Section 22 hereof.

Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions . For purposes of this Agreement, the following terms have the meanings indicated:

(a) “ Acquiring Person ” shall mean any Person (as such term is hereinafter defined) who or which on or after the Record Date, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of Fortune, the Company or any Subsidiary of Fortune or the Company, or any entity holding Common Stock for or pursuant to the terms of any such plan. Notwithstanding the foregoing, (i) no Person shall become an “Acquiring Person” as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportionate number of shares of Common Stock beneficially owned by such Person to 15% or more of the shares of Common Stock then outstanding; provided , however , that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional

shares of Common Stock (other than an acquisition that does not directly or indirectly increase the proportionate share of the shares of Common Stock then outstanding beneficially owned by such Person), then such Person shall be deemed to be an “Acquiring Person”, (ii) upon and following the consummation of the merger contemplated by the Merger Agreement, none of Lane Industries, Inc., a Delaware corporation (“ Lane ”) or its Affiliates and Associates shall be an “Acquiring Person”, if and for so long as (1) Lane and its Affiliates and Associates are and continue to be the Beneficial Owners of 15% or more of the shares of Common Stock then outstanding and (2) Lane and its Affiliates and Associates do not acquire, in the aggregate, Beneficial Ownership of an additional number of shares of Common Stock equal to 1% or more of the shares of Common Stock then outstanding and (iii) a Person shall not become an Acquiring Person solely by reason of the acquisition of shares of Common Stock from Lane as part of the exercise of remedies under the Amended and Restated Pledge Agreement dated as of April 26, 2002, as amended, between Lane and Harris Trust and Savings Bank, as agent (the “ Pledge Agreement ”) following an Event of Default (as such term is used in the Pledge Agreement). Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person”, as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person”, as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement. Notwithstanding the foregoing provisions of this paragraph (a), neither Fortune nor any Affiliate or Associate of Fortune shall be deemed to be an Acquiring Person as a result of its ownership of capital stock of the Company prior to the Spin-Off.

(b) “ Affiliate ” and “ Associate ” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as in effect on the date of this Agreement.

(c) A Person shall be deemed the “ Beneficial Owner ” of and shall be deemed to have “Beneficial Ownership” of and to “beneficially own” any securities:

(i) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly;

(ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement,

arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided , however , that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided , however , that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D or 13G under the Exchange Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section l(c)(ii)(B)) or disposing of any securities of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding”, when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(d) “ Business Day ” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(e) “ Close of Business ” on any given date shall mean 5:00 P.M., New York City time, on such date; provided , however , that if such date is not a Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.

(f) “ Common Shares ” when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person.

(g) “ Common Stock ” shall mean the common stock, par value $.01 per share, of the Company.

(h) “ Company ” shall have the meaning set forth in the first paragraph of the Preamble hereof.

(i) “ Current Per Share Market Price ” shall have the meaning set forth in Section 11(d)(i) hereof.

(j) “ Designated Office ” shall have the meaning set forth in Section 5 hereof.

(k) “ Distribution Date ” shall have the meaning set forth in Section 3(a) hereof.

(l) “ Equivalent Preferred Shares ” shall have the meaning set forth in Section 11(b) hereof.

(m) “ Exchange Ratio ” shall have the meaning set forth in Section 24(a) hereof.

(n) “ Final Expiration Date ” shall have the meaning set forth in Section 7(b) hereof.

(o) “ Merger Agreement ” shall mean the Agreement and Plan of Merger, dated as of March 15, 2005, as amended, by and among Fortune, the Company, Gemini Acquisition Sub, Inc. and General Binding Corporation.

(p) “ Nasdaq ” shall have the meaning set forth in Section 11(d)(i) hereof.

(q) “ Person ” shall mean any individual, firm, corporation, limited liability company, partnership, trust, association or other entity, and shall include any successor (by merger or otherwise) of such entity.

(r) “ Preferred Shares ” shall mean shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Certificate of Designation attached to the Restated Certificate of Incorporation of the Company and, to the extent that

there are not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.

(s) “ Purchase Price ” shall have the meaning set forth in Section 7(a) hereof.

(t) “ Record Date ” shall have the meaning set forth in the second paragraph of the Preamble hereof.

(u) “ Redemption Date ” shall have the meaning set forth in Section 7(b) hereof.

(v) “ Redemption Price ” shall have the meaning set forth in Section 23(a) hereof.

(w) “ Right ” shall have the meaning set forth in the second paragraph of the Preamble hereof.

(x) “ Right Certificate ” shall have the meaning set forth in Section 3(a) hereof.

(y) “ Rights Agent ” shall have the meaning set forth in the first paragraph of the Preamble hereof.

(z) “ Security ” shall have the meaning set forth in Section 11(d)(i) hereof.

(aa) “ Shares Acquisition Date ” shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

(bb) “ Spin-Off ” shall have the meaning set forth in the second paragraph of the Preamble hereof.

(cc) “ Subsidiary ” of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

(dd) “ Trading Day ” shall have the meaning set forth in Section 11(d)(i) hereof.

Section 2. Appointment of Rights Agent . The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. The Rights Agent shall have no duty to supervise, and in no event shall be liable for, the acts or omissions of any such co-Rights Agent.

Section 3. Issue of Right Certificates . (a) Until the earlier of (i) the tenth Business Day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) of, or the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the earlier of such dates being herein referred to as the “ Distribution Date ”), (x) the Rights will be evidenced by (subject to the provisions of Section 3(b) hereof) the shares of Common Stock (whether in book-entry, uncertificated or certificated form) issued and outstanding and the Rights will be owned by the registered holders of the shares of Common Stock and will not be evidenced by separate Right Certificates, and (y) any transfer of shares of Common Stock (or any interest therein, including the creation of a security interest) will also effect a transfer of the associated Rights (or the equivalent interest therein) and neither the Rights nor any interest therein may be transferred otherwise than by transfer of the associated shares of Common Stock (or the equivalent interest therein). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (or the Rights Agent will, if requested and provided with a list of the relevant holders of Common Stock by the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “ Right Certificate ”), evidencing one Right for each share of Common Stock so held, subject, in the case of shares of Common Stock held in uncertificated form on the Distribution Date, to the rights provided by law to a registered pledgee whose security interest has been duly registered with the Company. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

(b) Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, certificates for shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth (and as defined) in a Rights Agreement between ACCO Brands Corporation and Wells Fargo Bank, National Association, as Rights Agent, dated as of August 16, 2005, as it may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ACCO Brands Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. ACCO Brands Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights beneficially owned by any Person (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby.

(c) Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, confirmations and account statements sent to holders of shares of Common Stock in book-entry form and initial transaction statements relating to the registration, pledge or release from pledge of shares of Common Stock in uncertificated form shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend:

The shares of Common Stock, par value $.01 per share, of ACCO Brands Corporation to which this statement relates also evidence and entitle the holder thereof to certain Rights as set forth (and as defined) in a Rights Agreement between ACCO Brands Corporation and Wells Fargo Bank, National Association, as Rights Agent, dated as of August 16, 2005, as it may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ACCO Brands Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and

will no longer be evidenced by the shares to which this statement relates. ACCO Brands Corporation will mail to the holder of the shares to which this statement relates and any registered pledgee of uncertificated shares a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights beneficially owned by any Person (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.

With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement and shares of Common Stock in uncertificated form for which there has been sent an initial transaction statement containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with such shares of Common Stock shall be evidenced by such shares of Common Stock alone, and the registration of transfer or pledge, or the release from pledge, of any such shares of Common Stock shall also constitute the registration of transfer or pledge, or the release from pledge, as the case may be, of the Rights associated with such shares of Common Stock.

(d) In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Section 4. Form of Right Certificates . Subject to the provisions of Section 22 hereof, the Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or the National Association of Securities Dealers, Inc., or to conform to usage.

Section 5. Countersignature and Registration . The Right Certificates shall be executed on behalf of the Company by its Chief Executive Officer, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case

any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Following the Distribution Date and receipt by the Rights Agent of notice to that effect and other reasonably necessary information provided by the Company, the Rights Agent will keep or cause to be kept, at an office designated for such purpose (the “ Designated Office ”), books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates . Subject to the provisions of Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder of the Rights evidenced thereby to purchase a like number of one one-hundredths of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the Designated Office of the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent is not responsible or obligated to inquire as to whether the Company required that any such taxes or charges be paid or whether the payment of any such taxes or charges has been made.

Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right

Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights . (a) Each Right (other than Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) shall initially entitle the registered holder thereof to purchase one one-hundredth of a Preferred Share, subject to adjustment from time to time as provided in Section 11 or 13 hereof. The purchase price (the “ Purchase Price ”) for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $90.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.

(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate evidencing such Rights, with the form of election to purchase on the reverse side thereof duly and properly executed, to the Rights Agent at the Designated Office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on the tenth anniversary of the Record Date (the “ Final Expiration Date ”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “ Redemption Date ”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.

(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed and properly completed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable tax or charge required to be paid by the holder of the Rights evidenced by such Right Certificate in accordance with Section 9 hereof by certified check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent

for the Preferred Shares with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of the Rights evidenced by such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of the Rights evidenced by such Right Certificate.

(d) In case the registered holder of the Rights evidenced by any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights or to his duly authorized assigns, subject to the provisions of Sections 6 and 14 hereof.

Section 8. Cancellation and Destruction of Right Certificates . All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company and after any holding period required by the Securities and Exchange Commission, destroy such canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9. Availability of Preferred Shares . The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.

The Company further covenants and agrees that it will pay when due and payable any and all taxes and charges which may be payable in respect of the issuance or delivery of the Rights or the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any tax or

charge which may be payable in respect of any transfer or delivery of Rights or Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Rights evidenced by Right Certificates surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights at the time of surrender of the related Right Certificates) or until it has been established to the Company’s reasonable satisfaction that no such tax or charge is due.

Section 10. Preferred Shares Record Date . Each Person in whose name any Preferred Shares are issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Shares on, and the date of issuance of such Preferred Shares and the date of any certificate for such Preferred Shares shall be, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes or charges pursuant to Section 9) was made; provided , however , that if the date of such surrender and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and the date of issuance of such Preferred Shares and the date of any such certificate shall be, the next succeeding Business Day on which the Preferred Shares transfer books of the Company are open. Prior to the exercise of any Rights, the holder thereof shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights . The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) (i) In the event the Company shall at any time after the Record Date (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving entity), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if

such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided , however , that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right.

(ii) (A) Subject to clause (B) of this subparagraph (ii) and Section 23 and Section 24 of this Agreement, in the event any Person becomes an Acquiring Person, each registered holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of such number of Preferred Shares for which a Right is then exercisable, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then Current Per Share Market Price of the shares of Common Stock (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person, subject to Section 23 and Section 24 of this Agreement, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights.

(B) From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 hereof that evidences Rights beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) whose Rights would be null and void pursuant to the preceding sentence and any Right Certificate evidencing Rights beneficially owned by any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void. No Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) whose Rights would be null and void pursuant to the second preceding sentence or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) whose Rights would be null and void pursuant to the second preceding sentence shall be canceled.

(iii) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for

issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the Current Per Share Market Price of one Preferred Share multiplied by such number or fraction is equal to the Current Per Share Market Price of one share of Common Stock as of the date of issuance of such Preferred Shares or fraction thereof.

(b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares (“ Equivalent Preferred Shares ”)) or securities convertible into Preferred Shares or Equivalent Preferred Shares at a price per Preferred Share or Equivalent Preferred Share (or having a conversion price per share, if a security convertible into Preferred Shares or Equivalent Preferred Shares) less than the then Current Per Share Market Price of the Preferred Shares on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or Equivalent Preferred Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or Equivalent Preferred Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided , however , that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive on the Rights Agent and the holders of the Rights. Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or

surviving entity) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then Current Per Share Market Price of the Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive on the Rights Agent and the holders of the Rights) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such Current Per Share Market Price of the Preferred Shares; provided , however , that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(d) (i) For the purpose of any computation hereunder, the “ Current Per Share Market Price ” of any security (a “ Security ” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to but not including such date; provided , however , that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of 30 Trading Days after but not including the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security; and provided , further , that in the event that the Current Per Share Market Price of the shares of Common Stock is determined as of a date prior to the expiration of 30 Trading Days following the Record Date, the Current Per Share Market Price of the shares of Common Stock shall be deemed to be the average of the daily closing prices per share of Common Stock for the period of Trading Days commencing with the Record Date and ending immediately prior to such date. The closing price of a Security for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to

securities listed on the principal national securities exchange or national market automated quotation system on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange or national market automated quotation system, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the Nasdaq Stock Market, Inc. (“ Nasdaq ”) or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term “ Trading Day ” shall mean a day on which the principal national securities exchange or national market automated quotation system on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange or national market automated quotation system, a Business Day.

(ii) For the purpose of any computation hereunder, the “Current Per Share Market Price” of the Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the “Current Per Share Market Price” of the Preferred Shares shall be conclusively deemed to be the Current Per Share Market Price of the shares of Common Stock as determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by one hundred. If neither the shares of Common Stock nor the Preferred Shares are publicly held or so listed or traded, “Current Per Share Market Price” shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive on the Rights Agent and the holders of the Rights.

(e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided , however , that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one one-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires such adjustment or (ii) the Final Expiration Date.

(f) If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as

nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (i) multiplying (x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of one one-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement and give prompt notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to registered holders of Rights on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such registered holders in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon

surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the registered holders of the Rights on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-hundredths of a Preferred Share which were expressed in the initial Right Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer (and shall promptly notify the Rights Agent of any such elections) until the occurrence of such event the issuing to the registered holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided , however , that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to hereinabove in Section 11(b), hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such stockholders.

(n) In the event that at any time after the Record Date and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or (ii) effect a subdivision, combination or

consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in any such case (A) the number of one one-hundredths of a Preferred Share purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of one one-hundredths of a Preferred Share so purchasable immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately before such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event, and (B) each share of Common Stock outstanding immediately after such event shall have issued with respect to it that number of Rights which each share of Common Stock outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.

Section 12. Certificate of Adjusted Purchase Price or Number of Shares . Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or obligation with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate.

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power . In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving entity of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each registered holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor

thereto or as the surviving entity) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then Current Per Share Market Price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “ Company ” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, without limitation, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Section 14. Fractional Rights and Fractional Shares . (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange or national market automated quotation system on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange or national market automated quotation system, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by

a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.

(b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided , that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of Rights at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise.

(c) The holder of a Right by the acceptance of the Right expressly waives such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above).

Section 15. Rights of Action . All rights of action in respect of this Agreement, excepting the rights of action expressly given to the Rights Agent under this Agreement, are vested in the respective registered holders of the Rights and any registered holder of any Right, without the consent of the Rights Agent or of the holder of any other Right, may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights registered in such holder’s name in the manner provided in the Right Certificates and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

Section 16. Agreement of Right Holders . Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the shares of Common Stock;

(b) after the Distribution Date, the Rights are transferable only on the registry books of the Rights Agent upon surrender of the Right Certificates evidencing such Rights at the Designated Office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer; and

(c) the Company and the Rights Agent shall deem and treat the Person in whose name the Right is registered as the absolute owner thereof (notwithstanding any notations of ownership or writing on the Right Certificates evidencing such Rights or any certificate for the associated shares of Common Stock made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary, except as required by law.

Section 17. Right Holder Not Deemed a Stockholder . No holder, as such, of any Right shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of such Rights, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until such Right or Rights shall have been exercised in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent . The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the execution, delivery, administration and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (as each is finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability. The indemnity, exculpation and compensation provided for in this Agreement shall survive the termination of this Agreement, the termination and expiration of the Rights, and the resignation or removal of the Rights Agent.

The Rights Agent shall be authorized to rely on, and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or shares of Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, instruction, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the opinion of counsel as set forth in Section 20 hereof.

Section 19. Merger or Consolidation or Change of Name of Rights Agent . Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer, corporate trust powers or shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided , that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases the Rights evidenced by such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases the Rights evidenced by such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

Section 20. Duties of Rights Agent . The Rights Agent undertakes only the duties and obligations expressly imposed by this Agreement upon the following terms

and conditions, by all of which the Company and the holders of Rights, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of an Acquiring Person and the determination of the Current Per Share Market Price of any security) be proved or established by the Company prior to taking, suffering or omitting any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive Officer, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) The Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct (as each is finally determined by a court of competent jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming null and void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms

of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice that such change or adjustment is required); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when issued, be validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chief Executive Officer, any Vice President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions.

(h) The Rights Agent and any stockholder, Affiliate, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its authorized directors, officers or employees) or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds in the performance of any of its duties hereunder or in the exercise of its rights if it reasonably believes in good faith that repayment of such funds as required by this Agreement is not reasonably assured to it.

(k) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has not been completed to certify the holder is not an Acquiring Person (or an Affiliate or Associate thereof), the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

Section 21. Change of Rights Agent . The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock or Preferred Shares by registered or certified mail, and to the registered holders of the Rights by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the shares of Common Stock or Preferred Shares by registered or certified mail, and to the registered holders of the Rights by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right (which holder shall, with such notice, submit such holder’s Right Certificate, if any, or such holder’s certificate, if any, for the associated shares of Common Stock for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such Person is authorized to do business as a banking institution in the State of New York), in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate trust, stock transfer or shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (ii) an Affiliate of the Person described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the

shares of Common Stock or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Rights. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Right Certificates . Notwithstanding any of the provisions of this Agreement or of the Right Certificates to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable upon exercise of a Right made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company (a) shall with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities, notes or debentures (pursuant to the terms thereof) issued by the Company and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided , however , that (i) the Company shall not be obligated to issue any such Right Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or would create a significant risk of such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23. Redemption . (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business on the tenth Business Day following the Shares Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $ .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “ Redemption Price ”). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish.

(b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise

the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice and notice to the Rights Agent of any such redemption; provided , however , that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the registered holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date.

Section 24. Exchange . (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted pursuant to Section 11(i) to reflect any stock split, stock dividend or similar transaction occurring after the Record Date (such exchange ratio being hereinafter referred to as the “ Exchange Ratio ”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after the Record Date if any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of Fortune, the Company or any Subsidiary of Fortune or the Company, any entity holding shares of Common Stock for or pursuant to the terms of any such plan, or, prior to the Spin-Off, Fortune), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

(b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice and notice to the Rights Agent of any such exchange; provided , however , that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein

provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

(c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the Current Per Share Market Price of one Preferred Share multiplied by such number or fraction is equal to the Current Per Share Market Price of one share of Common Stock as of the date of issuance of such Preferred Shares or fraction thereof.

(d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Section 25. Notice of Certain Events . (a) In case at any time after the Record Date the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the

Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each registered holder of a Right, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Shares, whichever shall be the earlier.

(b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each registered holder of a Right, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Section 26. Notices . Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

ACCO Brands Corporation

300 Tower Parkway

Lincolnshire, Illinois 60069

Attention: Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

Wells Fargo Bank, National Association

161 N Concord Exchange Street

South St. Paul, MN 55075

Attention: John D. Baker

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right shall be sufficiently given or made if sent

by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company or the registry books of the holders of the Rights maintained by the Rights Agent after the Distribution Date as herein provided. Any notice or demand given prior to the Distribution Date by the Company or the Rights Agent to the holders of the Rights shall also be given to any registered pledgee of any uncertificated share of Common Stock by first-class mail, postage prepaid, addressed to such registered pledgee at the address of such registered pledgee as shown on the registry books of the Company.

Section 27. Supplements and Amendments . The Company may from time to time supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with respect to the Rights or in regard to matters or questions arising hereunder which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided , however , that nothing herein shall obligate the Rights Agent to execute such a supplement or amendment if such supplement or amendment changes or increases the rights, duties, or obligations of the Rights Agent; and further provided that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person or any Associate or Affiliate of such Acquiring Person). Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding shares of Common Stock then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, Lane, any Person that beneficially owns shares of Common Stock acquired in the manner set forth in Section 1(a)(iii), any employee benefit plan of Fortune, the Company or any Subsidiary of Fortune or the Company, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) and (ii) 10% (it being agreed and understood that in the event of any such amendment, all references to “15%” in Section 1(a) shall be replaced with the new threshold established by the Company). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute and deliver such supplement or amendment.

Section 28. Successors . All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Benefits of this Agreement . Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the

registered holders of the Rights any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights.

Section 30. Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board of Directors. Without limiting the foregoing, if any provision requiring a specific group of directors to act is held by any court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be made by the Board of Directors of the Company in accordance with applicable law and the Company’s Restated Certificate of Incorporation and By-laws.

Section 31. Governing Law . This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

Section 32. Counterparts . This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 33. Descriptive Headings . Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written.


		ACCO BRANDS CORPORATION
Attest:

By	/s/ Angela M. Pla	By	/s/ Mark A. Roche
			Name: Mark A. Roche
			Title: Secretary

		WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent

Attest:

By	/s/ Darren Larson	By	/s/ John D. Baker
			Name: John D. Baker
			Title: Vice President

Exhibit A

Form of Right Certificate


Certificate No. R-		Rights

NOT EXERCISABLE AFTER AUGUST 16, 2015 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $ .01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

Right Certificate

ACCO Brands Corporation

This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 16, 2005 (the “Rights Agreement”), between ACCO Brands Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on August 16, 2015 at the Designated Office (as such term is defined in the Rights Agreement of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Shares”), of the Company, at a purchase price of $ per one one-hundredth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of , 20 , based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

A-1

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent.

This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $ .01 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company’s Common Stock, par value $.01 per share.

No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.

No holder of Rights evidenced by this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise thereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder of any Rights evidenced hereby, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

A-2

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Dated as of .


ATTEST:		ACCO BRANDS CORPORATION

		By:


Countersigned:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent

By:
		Authorized Signature

A-3

Form of Reverse Side of Right Certificate

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Rights evidenced by this Right Certificate.)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

___________________________________________________________________________________________________________

(Please print name and address of transferee)

Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer the said Rights on the books of the within-named Company, with full power of substitution.

Dated:

Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc.

The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature

A-4

Form of Reverse Side of Right Certificate — continued

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise

Rights evidenced by the Right Certificate.)

To: ACCO Brands Corporation

The undersigned hereby irrevocably elects to exercise Rights evidenced by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of:

Please insert social security

or other identifying number

(Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number

(Please print name and address)

Dated:

Signature

Signature Medallion Guaranteed:

A-5

Form of Reverse Side of Right Certificate — continued

Signature

NOTICE

The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored.

A-6

Exhibit 10.1

TAX ALLOCATION AGREEMENT

by and between

FORTUNE BRANDS, INC.

and

ACCO WORLD CORPORATION

August 16, 2005

TABLE OF CONTENTS


			Page
ARTICLE I		DEFINITIONS	2
	Section 1.01	General	2
	Section 1.02	Schedules, etc	7

ARTICLE II		FILING OF TAX RETURNS; PAYMENT OF TAXES; REFUNDS	8
	Section 2.01	Preparation of Tax Returns	8
	Section 2.02	Payment of Income Taxes	9
	Section 2.03	Tax Refunds and Carrybacks	10
	Section 2.04	Straddle Period Taxes	12
	Section 2.05	Tax Audit Adjustments	12

ARTICLE III		TAX INDEMNIFICATION; TAX CONTESTS	13
	Section 3.01	Indemnification	13
	Section 3.02	Distribution Taxes	15
	Section 3.03	Notice of Indemnity	16
	Section 3.04	Payments	16
	Section 3.05	Tax Contests	19

ARTICLE IV		OPTIONS; COMPENSATION PAYMENTS; FOREIGN NET OPERATING LOSSES; SEPARATE TAX RETURN FOR 2005; INTEREST CHARGE FOR LATE PAYMENTS	19
	Section 4.01	Stock Options.	19
	Section 4.02	Compensation Payments	21
	Section 4.03	Foreign Net Operating Losses	21
	Section 4.04	Separate Tax Return Liability for 2005	22
	Section 4.05	Change in Law	23
	Section 4.06	Interest Charge for Late Payments	23

ARTICLE V		COOPERATION AND EXCHANGE OF INFORMATION	24
	Section 5.01	Inconsistent Actions	24
	Section 5.02	Cooperation and Exchange of Information	24
	Section 5.03	Tax Records	25

ARTICLE VI		MISCELLANEOUS	26
	Section 6.01	Entire Agreement; Construction	26
	Section 6.02	Effectiveness	26
	Section 6.03	Survival of Agreements	26
	Section 6.04	Governing Law	26
	Section 6.05	Notices	26
	Section 6.06	Consent to Jurisdiction	27
	Section 6.07	Amendments	28
	Section 6.08	Assignment	28


Section 6.09	Captions; Currency	28
Section 6.10	Severability	28
Section 6.11	Parties in Interest	29
Section 6.12	Schedules	29
Section 6.13	Waivers; Remedies	29
Section 6.14	Counterparts	29
Section 6.15	Performance	29
Section 6.16	Interpretation	29


SCHEDULE 3.02(b)		ACCO TAX ACT

SCHEDULE 3.02(c)		ACCO TAX REPRESENTATION LETTER

SCHEDULE 3.02(d)		FORTUNE TAX REPRESENTATION LETTER

SCHEDULE 4.04(b)		CERTAIN DIVIDENDS

TAX ALLOCATION AGREEMENT

TAX ALLOCATION AGREEMENT (this “ Agreement ”) dated as of August 16, 2005, by and between FORTUNE BRANDS, INC., a Delaware corporation (“ Fortune ”), and ACCO WORLD CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Fortune (“ ACCO ”).

WHEREAS, Fortune and ACCO have entered into a distribution agreement (the “ Distribution Agreement ”), pursuant to which all of the issued and outstanding shares of common stock, par value $1.00 per share, of ACCO (the “ ACCO Common Stock ”) will be distributed on a pro rata basis to Fortune’s stockholders as provided in the Distribution Agreement (the “ Distribution ”);

WHEREAS, the Boards of Directors of Fortune, ACCO, GENERAL BINDING CORPORATION, a Delaware corporation (“ GBC ”) and GEMINI ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of ACCO (“ Acquisition Sub ”) have approved an agreement and plan of merger (the “ Merger Agreement ”) pursuant to which Acquisition Sub and GBC will enter into a merger transaction in order to advance the long-term strategic business interests of Fortune, ACCO, GBC and Acquisition Sub;

WHEREAS, the Boards of Directors of Fortune, ACCO, GBC and Acquisition Sub have determined to consummate such merger transaction by means of a business combination transaction in which, immediately following the Distribution Acquisition Sub will merge with and into GBC (the “ Merger ”), with GBC being the surviving corporation;

WHEREAS, the parties to this Agreement intend that the Distribution qualify under Section 355 of the Code (as defined herein) as a spin-off, that the Merger qualify under Section 368 of the Code as a reorganization and that the Merger Agreement shall constitute a “plan or reorganization” for purposes of Sections 354 and 361 of the Code; and

WHEREAS, Fortune and ACCO wish to provide for and agree upon the allocation between the Fortune Tax Group (as defined herein) and the ACCO Tax Group (as defined herein) of all responsibilities, liabilities and benefits relating to or affecting Taxes (as defined herein) paid or payable by either of them for all taxable periods, whether beginning before, on or after the Distribution Date (as defined herein).

NOW, THEREFORE, in consideration of the premises and of the respective agreements contained in this Agreement, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 General . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Any capitalized term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Distribution Agreement.

“ Actually Realized ” shall mean, for purposes of determining the timing of any Taxes (or related Tax cost or benefit) relating to any payment, transaction, occurrence or event, the time at which the amount of Taxes (including estimated Taxes) payable by any person is increased above or reduced below, as the case may be, the amount of Taxes that such person would be required to pay but for the payment, transaction, occurrence or event.

“ ACCO ” shall have the meaning ascribed thereto in the preamble.

“ ACCO Foreign NOLs ” shall have the meaning set forth in Section 4.03(a).

“ ACCO Group Employees and Former Employees ” shall mean individuals (i) who are employees of any member of the ACCO Tax Group on the date of the event giving rise to a deduction in respect of any Stock Options held by such individuals or (ii) who were employees of any member of the ACCO Tax Group and were not thereafter employees of any member of the Fortune Tax Group.

“ ACCO Post-Distribution Tax Act ” shall have the meaning set forth in Section 3.01(a).

“ ACCO Tax Act ” shall have the meaning set forth in Section 3.02(b).

“ ACCO Tax Group ” shall mean (i) ACCO and (ii) any corporation or other legal entity which ACCO directly or indirectly (a) owns immediately after the Distribution, or (b) owned prior to the Distribution but did not own at the time of the Distribution, but only if such entity was disposed of directly or indirectly by ACCO to an entity other than a member of the Fortune Tax Group.

“ ACCO Tax Representation Letter ” shall mean the letter delivered by ACCO to Fortune on the Distribution Date, substantially in the form set forth in Schedule 3.02(c) attached hereto.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, or any successor legislation.

“ Compensation Payments ” shall mean all compensation payments made by or at the direction of Fortune to employees of the ACCO Tax Group which are paid or accrued under the ACCO Senior Management Incentive Plan or the Day-Timers Special Incentive Plan.

“ Distribution ” shall mean the distribution of the ACCO Common Stock on a pro rata basis to holders of Fortune Common Stock on the Distribution Date pursuant to the Distribution Agreement.

“ Distribution Agreement ” shall have the meaning ascribed thereto in the preamble.

“ Distribution Date ” shall mean the date on which the Distribution occurs (or, if different, the date on which the Distribution is deemed to occur for U.S. federal Income Tax purposes). For purposes of this Agreement, the Distribution shall be deemed effective as of the end of the day on the Distribution Date.

“ Distribution Taxes ” shall mean any Taxes resulting from (a) the failure of the Distribution to qualify as a spin-off under Section 355 of the Code or (b) the failure of the Distribution to qualify as tax-free to Fortune or any member of the Fortune Tax Group under Section 355(c) of the Code.

“ Expenses ” shall mean any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“ Foreign Income Tax ” shall mean any Income Tax other than a U.S. federal, state or local Income Tax.

“ Foreign Income Tax Returns ” shall mean any Income Tax Return which is not a U.S. federal, state or local Income Tax Return.

“ Fortune ” shall have the meaning ascribed thereto in the preamble.

“ Fortune Board ” shall mean the Board of Directors of Fortune or a duly authorized committee thereof.

“ Fortune Common Stock ” shall mean the Common Stock, par value of $3.125 per share, of Fortune.

“ Fortune Common Stock Options ” shall mean options to acquire Fortune Common Stock.

“ Fortune Credited Cash ” shall have the meaning ascribed thereto in the Distribution Agreement.

“ Fortune Foreign NOLs ” shall have the meaning set forth in Section 4.03(b).

“ Fortune Tax Group ” shall mean (i) Fortune, (ii) any corporation or other legal entity which Fortune directly or indirectly owns on the Distribution Date at any time after the Distribution, and (iii) any other corporation or other legal entity which Fortune directly or indirectly owned at any time prior to the Distribution Date other than a member of the ACCO Tax Group.

“ Fortune Tax Representation Letter ” shall mean the letter delivered by Fortune to ACCO on the Distribution Date, substantially in the form set forth in Schedule 3.02(d) attached hereto.

“ Fortune/ACCO Tax Group ” shall mean any corporation or other legal entity which is a member of the Fortune Tax Group or the ACCO Tax Group but only with respect to taxable periods (or portions thereof) ending on or before the Distribution Date.

“ GBC ” shall have the meaning ascribed thereto in the preamble.

“ Income Tax ” shall mean (a) any Tax based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum Tax and any Tax on items of Tax preference, but not including sales, use, real or personal property, gross or net receipts, transfer or similar Taxes) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (i) above, or (b) any U.S. state or local franchise Tax; including in the case of each of (a) and (b) any related interest and any penalties, additions to such Tax or additional amounts imposed with respect thereto by any Tax Authority.

“ Income Tax Benefit ” shall mean for any taxable period the excess of (i) the hypothetical Income Tax liability of the taxpayer for the taxable period calculated as if the Timing Difference or Reverse Timing Difference, as the case may be, had not occurred but with all other facts unchanged, over (ii) the actual Income Tax liability of the taxpayer for the taxable period, calculated taking into account the Timing Difference or Reverse Timing Difference, as the case may be (treating an Income Tax refund or credit as a negative Income Tax liability for purposes of such calculation).

“ Income Tax Detriment ” shall mean for any taxable period the excess of (i) the actual Income Tax liability of the taxpayer for the taxable period, calculated taking into account the Timing Difference or Reverse Timing Difference, as the case may be, over (ii) the hypothetical Income Tax liability of the taxpayer for the taxable period, calculated as if the Timing Difference or Reverse Timing Difference, as the case may be, had not occurred but with all other facts unchanged (treating an Income Tax refund or credit as a negative Income Tax liability for purposes of such calculation).

“ Income Tax Return ” shall mean any Tax Return that relates to Income Taxes.

“ Indemnitee ” shall have the meaning set forth in Section 3.03.

“ Indemnitor ” shall have the meaning set forth in Section 3.03.

“ Indemnity Issue ” shall have the meaning set forth in Section 3.03.

“ IRS ” shall mean the Internal Revenue Service.

“ Losses ” shall mean any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

“ Non-Income Tax ” shall mean any Tax other than an Income Tax.

“ Person ” shall mean any individual, partnership, joint venture, corporation, limited liability entity, trust, unincorporated organization or other entity (including a governmental entity).

“ Post-Distribution Taxable Period ” shall mean a taxable period beginning after the Distribution Date.

“ Post-Tax Indemnification Period ” shall mean any Post-Distribution Taxable Period and that portion of any Straddle Period that begins on the day after the Distribution Date.

“ Pre-Distribution Taxable Period ” shall mean a taxable period ending on or before the Distribution Date.

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

“ Reverse Timing Difference ” shall mean an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for any taxable period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer or a related taxpayer for the same or a subsequent taxable period.

“ Stock Options ” shall mean ACCO Common Stock Options or Fortune Common Stock Options.

“ Straddle Period ” shall mean a taxable period that includes but does not end on the Distribution Date.

“ Tax ” and “ Taxes ” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a federal, state, municipal, governmental, territorial, local, foreign or other body, and without limiting the generality of the foregoing, shall include net income, gross income, gross receipts, sales, use, value added, ad valorem, transfer, recording, franchise, profits, license, lease, service, service use, payroll, wage, withholding, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, business organization, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other taxes, fees, premiums, assessments or charges of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, together with any related interest and any penalties, additions to such tax or additional amounts imposed with respect thereto by any Tax Authority.

“ Tax Authority ” shall mean, with respect to any Tax, any governmental entity, quasi-governmental body or political subdivision thereof that imposes such Tax and the agency (if any) charged with the determination or collection of such Tax for such entity, body or subdivision.

“ Tax Group ” shall mean the Fortune Tax Group or the ACCO Tax Group, as the case may be.

“ Tax Indemnification Period ” shall mean any Pre-Distribution Taxable Period and that portion of any Straddle Period that ends on the Distribution Date.

“ Tax Return ” shall mean any return, filing, questionnaire, information return, election or other document required or permitted to be filed, including requests for extensions of time, filings made with respect to estimated tax payments, claims for refund and amended returns that may be filed, for any period with any Tax Authority (whether domestic or foreign) in connection with any Tax (whether or not a payment is required to be made with respect to such filing).

“ Timing Difference ” shall mean a decrease in income, gain or recapture, or an increase in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for any taxable period coupled with a decrease in deduction, loss or credit, or an increase in income, gain or recapture, of the taxpayer or a related taxpayer for the same or a subsequent taxable period.

“ Transaction Agreements ” shall have the meaning ascribed thereto in the Distribution Agreement.

“ Transfer Taxes” shall mean any sales Taxes, use Taxes, real property transfer or gains Taxes, asset transfer documentary stamp Taxes or similar Taxes. For the avoidance of doubt, Transfer Taxes shall not include any Income Taxes.

Section 1.02 Schedules, etc . References to a “ Schedule ” are, unless otherwise specified, to a Schedule attached to this Agreement; references to “ Section ” or “ Article ” are, unless otherwise specified, to one of the Sections or Articles of this Agreement; references to “ sub-section ” are, unless the context otherwise requires, references to the section in which the reference appears; and references to this Agreement include the Schedules.

ARTICLE II

FILING OF TAX RETURNS; PAYMENT OF TAXES; REFUNDS

Section 2.01 Preparation of Tax Returns .

(a) Fortune shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is required to file a consolidated, combined or unitary Tax Return with a member of the Fortune Tax Group or (B) a member of the Fortune Tax Group for any taxable period.

(b) ACCO shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is not required to file a consolidated, combined or unitary Tax Return with a member of the Fortune Tax Group and (B) a member of the ACCO Tax Group for Post-Distribution Taxable Periods.

(c) Unless Fortune and ACCO otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 2.01 filed after the date of this Agreement for Pre-Distribution Taxable Periods or Straddle Periods, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed.

(d) The Fortune Tax Group and the ACCO Tax Group will be included in the consolidated federal Income Tax Returns of the Fortune Tax Group for the calendar year 2004 and the portion of the calendar year 2005 ending on the Distribution Date. If the Distribution occurs, ACCO shall provide complete packages of information and such other information as Fortune may reasonably request, to enable Fortune to include the ACCO Tax Group in such consolidated federal Income Tax Returns (to the extent information was not previously provided to Fortune). Such information packages shall be prepared in accordance with instructions and procedures furnished by Fortune. In the case of the 2004 consolidated federal Income Tax Return, such information package was furnished by Fortune on or about May 1, 2005 and the responses to such information package shall be delivered to Fortune not later than August 1, 2005 (unless otherwise agreed by the parties hereto). In the case

of the 2005 consolidated federal Income Tax Return, such information package shall be furnished by Fortune not later than one month after the Distribution Date (unless otherwise agreed by the parties hereto) and the responses to such information package shall be delivered to Fortune not later than three months after receipt of such information package (unless otherwise agreed by the parties hereto). Promptly after completion thereof, Fortune shall furnish to ACCO a copy of the pro forma separate federal Income Tax Returns of the ACCO Tax Group, or similar data, used in the preparation and filing of the consolidated federal Income Tax Returns of the Fortune Tax Group for the 2004 and 2005 tax periods, as the case may be. In the case of the 2004 and 2005 combined Illinois and Kentucky Income Tax Returns, ACCO shall provide pro forma separate Illinois and Kentucky Income Tax Returns of the ACCO Tax Group to Fortune on the same dates as it provides responses to the corresponding federal Income Tax Return information packages.

(e) At least twenty (20) days prior to the due date (or filing date in the case of an amended Tax Return) for filing any Tax Return which Fortune is responsible for filing under Section 2.01(a) and, upon the request of Fortune, at least twenty (20) days prior to the due date (or filing date in the case of any amended Tax Return) for filing any Tax Return for which ACCO is responsible for filing under Section 2.01(a), the party responsible under this Section 2.01 for preparation of a particular Tax Return for Pre-Distribution Taxable Periods or Straddle Periods shall make available a draft of such Tax Return (or relevant portions thereof) for review and comment by such non-responsible party. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.

Section 2.02 Payment of Income Taxes .

Except as otherwise provided in this Agreement:

(a) Fortune shall pay or cause to be paid, on a timely basis, all Income Taxes shown as due on Income Tax Returns for (A) any member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is required to file a consolidated, combined or unitary Income Tax Return with a member of the Fortune Tax Group and (B) any member of the Fortune Tax Group for any taxable period; provided , however , that ACCO, on behalf of the ACCO Tax Group, hereby assumes and agrees to pay directly to or at the direction of Fortune, at times consistent with past practice, the portion of such Income Taxes shown as due on such Income Tax Returns for any 2005 Pre-Distribution Taxable Period or Straddle Period which relates to a member of the ACCO Tax Group or its business, assets or activities determined in accordance with Section 2.04. After the date of this Agreement, Fortune will provide a written

notice to ACCO of the ACCO Tax Group’s unpaid share of any consolidated, combined or unitary Income Tax liability for 2005 after taking into account all estimated Income Tax payments received by Fortune from ACCO. Such written notice shall include such computations and descriptions as may be necessary to identify and support the basis for the determination of the amount requested in the notice. ACCO shall pay any such amount to Fortune within ten days of ACCO’s receipt of such written notice; provided however, that ACCO shall have the right to dispute the amount and/or method of determining the amount requested in the notice, and, to the extent of the amount disputed, ACCO shall pay any disputed amount (as it may be revised pursuant to the resolution of any dispute) to Fortune within the later of (i) ten days of ACCO’s receipt of such written notice and (ii) ten days of ACCO’s receipt of such written notice as revised pursuant to the resolution of any dispute.

(b) ACCO shall pay or cause to be paid, on a timely basis, all U.S. state and local and all foreign Income Taxes shown as due on Income Tax Returns for (A) any member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is not required to file a consolidated, combined or unitary Tax Return with a member of the Fortune Tax Group and (B) any member of the ACCO Tax Group for any Post-Distribution Taxable Period.

(c) Notwithstanding any other provision of this Agreement, all Transfer Taxes incurred in connection with the Distribution and/or the Merger shall be paid by the ACCO Tax Group.

(d) Prior to the determination under the Distribution Agreement of the Fortune Credited Cash, a payment has been made by ACCO to Fortune (by means of an adjustment to intercompany accounts) in respect of U.S. federal, state and local consolidated, combined and unitary Income Taxes due on or about March 15, 2005 from ACCO to Fortune in respect of the 2004 tax year and for the period through March 15, 2005 in respect of the 2005 tax year based on a good faith estimate by Fortune and ACCO of such Taxes. It is intended that the Fortune Credited Cash shall reflect a reduction for such amount of U.S. federal, state and local consolidated, combined and unitary Income Taxes so paid. Notwithstanding any other provision of this Agreement, or any other Transaction Agreement, in the event that the computation of Fortune Credited Cash does not reflect a reduction for such payment, Fortune (and not ACCO) shall be liable for such amount of Income Taxes.

Section 2.03 Tax Refunds and Carrybacks .

(a) Retention and Payment of Tax Refunds . Except as otherwise provided in this Agreement, Fortune shall be entitled to retain, and to

receive within ten days after Actually Realized by the ACCO Tax Group, the portion of all refunds or credits of Taxes for which the Fortune Tax Group is liable pursuant to Section 2.02 or Section 3.01(a), and ACCO shall be entitled to retain, and to receive within ten days after Actually Realized by the Fortune Tax Group, the portion of all refunds or credits of Taxes for which the ACCO Tax Group is liable pursuant to Section 2.02 or Section 3.01(b). For the avoidance of doubt, the Fortune Tax Group (and not the ACCO Tax Group) shall be deemed the party liable for (and therefore entitled to the refund or credit of) all Income Taxes paid by the ACCO Tax Group on or before March 15, 2005. Notwithstanding the foregoing and subject to Sections 3.04 and 4.03, the ACCO Tax Group shall be entitled to retain, and to receive within ten days after Actually Realized by the Fortune Tax Group, the portion of all refunds or credits of Taxes attributable to ACCO Foreign NOLs (as defined in Section 4.03(a)). The amount of any refund or credit of Taxes to which Fortune or ACCO is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the ACCO Tax Group, in the case of a refund or credit to which Fortune is entitled, or the Fortune Tax Group, in the case of a refund or credit to which ACCO is entitled, upon the receipt of such refund or credit.

(b) Carrybacks . Unless the parties otherwise agree in writing, ACCO shall elect and shall cause each member of the ACCO Tax Group to elect, where permitted by law, to carry forward any net operating loss, net capital loss, charitable contribution or other item arising after the Distribution Date that could, in the absence of such election, be carried back to a Pre-Distribution Taxable Period. Except as otherwise provided in this Agreement, notwithstanding the provisions of Section 2.03(a), (i) any refund or credit of Taxes resulting from the carryback of any item of loss, deduction or credit attributable to the ACCO Tax Group arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account and benefit of the ACCO Tax Group, and (ii) any refund or credit of Taxes resulting from the carryback of any item of loss, deduction or credit attributable to the Fortune Tax Group arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account and benefit of the Fortune Tax Group.

(c) Refund Claims . Fortune shall be permitted to file at Fortune’s sole expense, and ACCO shall reasonably cooperate with Fortune in connection with, any claims for refund of Taxes to which Fortune is entitled pursuant to this Section 2.03 or any other provision of this Agreement. Fortune shall reimburse ACCO for any reasonable out-of-pocket costs and expenses incurred by any member of the ACCO Tax Group in connection with such cooperation. ACCO shall be permitted to file at ACCO’s sole expense, and Fortune shall reasonably cooperate with ACCO in connection with, any claims for refunds of Taxes to which ACCO is entitled pursuant to this Section 2.03 or any other provision of this Agreement.

ACCO shall reimburse Fortune for any reasonable out-of-pocket costs and expenses incurred by any member of the Fortune Tax Group in connection with such cooperation.

Section 2.04 Straddle Period Taxes . It is anticipated that, in the case of any member of the ACCO Tax Group which files a consolidated, combined or unitary Income Tax Return with a member of the Fortune Tax Group during all or a portion of 2005, (i) the relevant taxable year of such ACCO Tax Group member beginning on January 1, 2005 will end on the Distribution Date, and items of income, gain, loss, deduction and credit with respect to such short taxable year shall be included in the Fortune Tax Group consolidated, combined or unitary Income Tax Return for 2005 and (ii) items of income, gain, loss, deduction and credit with respect to the short taxable year of such ACCO Tax Group member beginning on the day after the Distribution Date will not be included in any Fortune Tax Group Income Tax Return. Accordingly, it is not anticipated that any Straddle Period will exist with respect to a consolidated, combined or unitary Income Tax Return. If a Straddle Period exists and all or a portion of such Straddle Period is included in a consolidated, combined or unitary Income Tax Return of the Fortune Tax Group, the Taxes of any member of the ACCO Tax Group or its business, assets or activities for that portion of any Straddle Period ending on the Distribution Date shall be computed on a “closing-of-the-books” basis as if such taxable period ended as of the close of business on the Distribution Date, and the Taxes of any member of the ACCO Tax Group or its business, assets or activities for that portion of any Straddle Period beginning after the Distribution Date shall be computed on a “closing-of-the-books” basis as if such taxable period began on the day after the Distribution Date. The Taxes of the Fortune Tax Group and the ACCO Tax Group with respect to any Tax Return for a Pre-Distribution Period or a Straddle Period which includes a member of each of the Fortune Tax Group and the ACCO Tax Group or their respective businesses, assets or activities shall be allocated between the Fortune Tax Group, on the one hand, and the ACCO Tax Group, on the other hand, determined in a manner analogous to that set forth in Treasury Regulation Section 1.1552-1(a)(2).

Section 2.05 Tax Audit Adjustments

(a) U.S. Federal Consolidated Income Tax Audit Adjustments . In the event of a U.S. federal Income Tax audit proceeding affecting U.S. federal Income Taxes due from a member of the ACCO Tax Group for any Pre-Distribution Taxable Period, Fortune shall be responsible for payment of any additional U.S. federal Income Taxes determined to be due as a result of such Tax audit proceeding (by settlement or otherwise) for any such period.

(b) State, Local and Foreign Income Tax Audit Adjustments . In the event of a Tax audit proceeding affecting state, local or foreign Income Taxes due from a member of the ACCO Tax Group for any Pre-Distribution Taxable Period or the portion of any Straddle Period ending on the Distribution Date, Fortune shall be responsible for payment of any net additional state, local or foreign Income Taxes determined to be due for such periods as a result of such Tax audit proceeding (by settlement or otherwise) to the extent the total of such net additional Taxes due for all such Tax audit proceedings exceed $1 million, but only to the extent of such excess. For the avoidance of doubt, ACCO shall be responsible for payment of any net additional state, local or foreign Income Taxes determined to be due as a result of any such Tax audit proceeding to the extent the total of such net additional Taxes due for all such Tax audit proceedings equals $1 million or less, and ACCO shall pay any such net additional Taxes up to and including $1 million. In determining whether the amount of net additional Taxes due for all such Tax audit proceedings equals $1 million or less, the amount of any increases in such state, local or foreign Income Taxes due shall be decreased by the amount of any reduction in U.S. federal, state, local or foreign Income Taxes for any Tax period attributable to such Tax audit proceedings.

ARTICLE III

TAX INDEMNIFICATION; TAX CONTESTS

Section 3.01 Indemnification .

(a) Fortune Indemnification . Subject to Section 3.02, Fortune shall indemnify, defend and hold harmless each member of the ACCO Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all Losses and Expenses arising as a result of or in connection with:

(i) all Taxes of the Fortune Tax Group;

(ii) all Taxes for which Fortune is liable pursuant to Section 2.02, 2.05 or 3.02;

(iii) all liability as a result of Treasury Regulation Section 1.1502-6 or any comparable U.S. state, local or foreign provision for Income Taxes of any person which is or has ever been affiliated with any member of the Fortune Tax Group or with which any member of the Fortune Tax Group joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or

unitary Income Tax Return for any Tax period ending on or before or including the Distribution Date except to the extent the ACCO Tax Group is liable for such Taxes pursuant to Section 2.05 or 3.02;

(iv) all Taxes and all liability for any Tax period (whether beginning before, on or after the Distribution Date) attributable to the breach by any member of the Fortune Tax Group of any representation, warranty, covenant or obligation under this Agreement;

(v) all Taxes imposed in connection with the transactions contemplated by the Distribution Agreement or other Transaction Agreements, in each case undertaken to carry out the Distribution; and

(vi) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing.

Notwithstanding the foregoing, Fortune shall not indemnify, defend or hold harmless any member of the ACCO Tax Group nor any of their respective Representatives or heirs, executors, successors and assigns of any of them from any liability for Taxes (other than with respect to Distribution Taxes) attributable to (I) any Transfer Taxes incurred in connection with the Distribution and/or the Merger (which shall be paid by the ACCO Tax Group) or (II) any ACCO Post-Distribution Tax Act. An “ ACCO Post-Distribution Tax Act ” shall mean any action taken by any member of the ACCO Tax Group that is not contemplated by this Agreement, the Merger Agreement or any other Transaction Agreement (x) after the Distribution or (y) that occurs after March 15, 2005 and is a restructuring transaction.

(b) ACCO Indemnification . Subject to Section 3.02, ACCO shall be liable for, and shall indemnify, defend and hold harmless each member of the Fortune Tax Group and each of the respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all Losses and Expenses arising as a result of or in connection with:

(i) all Taxes of any member of the ACCO Tax Group for any Post-Distribution Taxable Period;

(ii) all Taxes for which ACCO is liable pursuant to Sections 2.02, 2.05 or 3.02;

(iii) all Taxes and all liability for any Tax period (whether beginning before, on or after the Distribution Date) attributable to the breach by any member of the ACCO Tax Group of any representation, warranty, covenant or obligation under this Agreement;

(iv) all Non-Income Taxes of any member of the ACCO Tax Group (whether attributable to any Tax period beginning before, on or after the Distribution Date);

(v) all Taxes attributable to an ACCO Post-Distribution Tax Act; and

(vi) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing.

Section 3.02 Distribution Taxes .

(a) Except as otherwise provided in this Section 3.02, Fortune agrees to indemnify, defend and hold harmless each member of the ACCO Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes. For purposes of this Agreement, in determining the amount of any such Distribution Taxes, any net operating losses of any member of the ACCO Tax Group which would otherwise have been taken into account in determining the amount of such liability shall be ignored.

(b) ACCO agrees to indemnify, defend and hold harmless each member of the Fortune Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes resulting from any ACCO Tax Act. For purposes of this Agreement, in determining the amount of any such Taxes resulting from an ACCO Tax Act for which ACCO shall be liable, any net operating losses of any member of the Fortune Tax Group which would otherwise be taken into account in determining the amount of such liability shall be ignored. An “ ACCO Tax Act ” shall be as specified on Schedule 3.02(b) attached hereto.

(c) ACCO shall, and shall cause each member of the ACCO Tax Group to, comply with and take no action inconsistent with the ACCO Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to Fortune or the advice of nationally recognized Tax counsel to Fortune, which advice shall be reasonably satisfactory to Fortune, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Distribution to Fortune or the shareowners of Fortune. Notwithstanding Section 3.01(b)(iii), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(c) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(b).

(d) Fortune shall, and shall cause each member of the Fortune Tax Group to, comply with and take no action inconsistent with the Fortune Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to ACCO or the advice of nationally recognized Tax counsel to ACCO, which advice shall be reasonably satisfactory to ACCO, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Distribution to Fortune or the shareowners of Fortune. Notwithstanding Section 3.01(a)(iv), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(d) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(a).

(e) Notwithstanding the foregoing, an ACCO Tax Act shall not include any transaction or action specifically disclosed or specifically described in any of the Transaction Agreements or the Merger Agreement or any action taken on or prior to the Distribution Date. An ACCO Tax Act shall not include any action on the part of any member of the Fortune Tax Group.

Section 3.03 Notice of Indemnity . Whenever a party hereto (hereinafter an “ Indemnitee ”) becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Tax period or require a payment hereunder by the other party (hereinafter an “ Indemnity Issue ”), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the “ Indemnitor ”) of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or a member of its Tax Group is actually prejudiced by such failure to give notice.

Section 3.04 Payments .

(a) Timing Adjustments .

(i) Timing Differences . If a Tax audit proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Fortune has or would otherwise have under Section 3.01(a) and/or an increase in the amount of a Tax refund or credit to which Fortune is entitled under Section 2.03 for one taxable period then in each subsequent taxable period in which the ACCO Tax Group Actually Realizes an Income Tax Detriment, Fortune shall pay to ACCO an amount equal to

such Income Tax Detriment; provided , however , that the aggregate payments which Fortune shall be required to make under this Section 3.04(a)(i) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Fortune Tax Group and the ACCO Tax Group for such initial taxable period as a result of such Timing Difference. Fortune shall make all such payments within ten days after ACCO notifies Fortune that the relevant Income Tax Detriment has been Actually Realized.

(ii) Reverse Timing Differences . If a Tax audit proceeding or an amendment to a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity payment obligation of Fortune under Section 3.01(a) (or Fortune otherwise bears or has borne such increase in Taxes without reimbursement by ACCO), and/or a decrease in the amount of a Tax refund or credit to which Fortune is or would otherwise be entitled under Section 2.03 for one taxable period, then in each subsequent taxable period in which the ACCO Tax Group Actually Realizes an Income Tax Benefit, ACCO shall pay to Fortune within ten days after ACCO has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided , however , that the aggregate payments which ACCO shall be required to make under this Section 3.04(a)(ii) with respect to Reverse Timing Differences shall not exceed the aggregate amount of the Income Tax Detriments realized by the ACCO Tax Group and the Fortune Tax Group for such initial taxable period as a result of such Reverse Timing Difference.

(iii) Offsetting Liabilities . If a Tax audit proceeding or an amendment to a Tax Return results in an increase in state, local or foreign Income Tax liability that results in an increase in an indemnity payment obligation of Fortune under Section 3.01(a) (or Fortune otherwise bears or has borne such increase in Taxes without reimbursement by ACCO), coupled with a reduction in U.S. federal, state, local or foreign Income Tax liability attributable to such Tax audit proceeding or amendment to a Tax Return for the same taxable year, then to the extent the ACCO Tax Group Actually Realizes an Income Tax Benefit, ACCO shall pay to Fortune within ten days after ACCO has Actually Realized such Income Tax Benefit an amount equal to such Income Tax Benefit; provided , however , that the aggregate payments which ACCO shall be required to make under this Section 3.04(a)(iii) shall not exceed the aggregate amount of the Income Tax Benefit arising in respect of such increase in state, local or foreign Income Tax liability for which Fortune is liable under Section 3.01(a) (or for which Fortune otherwise bears or has borne without reimbursement by ACCO).

(b) Time for Payment . Except as otherwise provided in this Section 3.04(a), any indemnity payment required to be made pursuant to this Agreement shall be paid within thirty days after the indemnified party makes written

demand (which written demand shall set forth such computations and descriptions as may be necessary to identify and support the basis for the determination of the indemnity payment amount) upon the indemnifying party, provided that in no event shall such payment be required to be made earlier than five business days prior to the date on which the relevant Taxes (including estimated Taxes) are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant Tax Authority. Notwithstanding any other provision in this Agreement, to simplify the administration of this Agreement, the payment of any amount less than $100,000 required to be made pursuant to this Agreement by one party hereto to another party hereto need not be made to such other party prior to thirty days following the later of (i) the close of the calendar quarter during which such payment obligation arose and (ii) the day during such calendar quarter when the aggregate amount of all such less than $100,000 payment obligations arising during such calendar quarter exceeds $250,000.

(c) Payments Net of Taxes and Tax Benefits . The amount of any payment under this Agreement shall be (i) reduced to take into account any net Tax benefit realized by the recipient’s Tax Group arising from the incurrence or payment by such recipient’s Tax Group of any amount in respect of which such payment is made and (ii) increased to take into account any net Tax cost incurred by the recipient’s Tax Group as a result of the receipt or accrual of payments hereunder (grossed-up for such increase), in each case determined by treating the recipient as recognizing all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of accrual of any payment hereunder; provided, that the parties hereto acknowledge that the Tax items giving rise to payments hereunder, and the payments hereunder, may affect computations of earnings and profits and stock basis and that no such effects on earnings and profits or stock basis shall be taken into account in computing the amount of any payment due under this Agreement. In determining the amount of any such Tax benefit or Tax cost, (I) if the recipient’s Tax Group’s taxable income for the year, after taking into account tax loss carryovers, is negative or zero, the recipient’s Tax Group shall be deemed not subject to Tax for such purpose, and (II) in all other cases, the recipient’s Tax Group shall be deemed to be subject to Tax as follows: (A) U.S. federal Income Taxes and foreign Income Taxes at the maximum statutory rate then in effect and (B) U.S. state and local Income Taxes at an assumed rate of five percent net of U.S. federal Income Tax benefits. Except as otherwise provided in this Agreement or unless the parties otherwise agree to an alternative method for determining the present value of any such anticipated Tax benefit or Tax cost, any payment hereunder shall initially be made without regard to this section and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the recipient’s Tax Group has Actually Realized such Tax cost or Tax benefit.

(d) Right to Offset . Any party making a payment under this Agreement shall have the right to reduce any such payment by any undisputed amounts owed to it by the other party to this Agreement.

(e) Characterization of Payments . It is the intention of the parties to this Agreement that payments made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital ( i . e ., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

Section 3.05 Tax Contests . The Indemnitor and its representatives, at the Indemnitor’s expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has economic responsibility under this Agreement for the Tax issue that is the subject of the contest (the “ Responsible Party ”) with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and similar proceedings, provided, however, that if the amount of any adjustment would have a material impact on the earnings or financial condition of the non-Responsible Party, then that party must consent to any such adjustment. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party’s interests into account.

ARTICLE IV

OPTIONS; COMPENSATION PAYMENTS; FOREIGN NET OPERATING

LOSSES; SEPARATE TAX RETURN FOR 2005; INTEREST CHARGE FOR

LATE PAYMENTS

Section 4.01 Stock Options .

(a) Stock Option Adjustments . Fortune Common Stock Options outstanding at the time of the Distribution will be adjusted in accordance with the terms of the Employee Matters Agreement.

(b) Tax Deductions . Notwithstanding anything to the contrary in this Agreement, unless the IRS issues a contrary private letter ruling to Fortune or ACCO, or Fortune and ACCO otherwise agree in writing, (i) the ACCO Tax Group (and not the Fortune Tax Group) shall claim any post-Distribution Date Tax deductions in respect of Fortune Common Stock Options exercised by ACCO Group Employees and Former Employees and ACCO shall pay to Fortune the amount of any Tax benefit in respect of such Tax deductions within ten days after such amount is Actually Realized by ACCO, and (ii) the ACCO Tax Group (and not the Fortune Tax Group) shall claim any post-Distribution Date Tax deductions in respect of ACCO Common Stock Options exercised by ACCO Group Employees and Former Employees.

(c) Notices, Withholding, Reporting . Fortune shall promptly notify ACCO of any post-Distribution Date event giving rise to income to any ACCO Group Employees and Former Employees in connection with Fortune Common Stock Options and, if required by law, ACCO shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Fortune shall within ten days of demand thereof reimburse ACCO for all reasonable out-of-pocket expenses incurred in connection with the Fortune Common Stock Options, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that ACCO shall use reasonable efforts to collect any such amounts required to be paid by ACCO Group Employees and Former Employees from such ACCO Group Employees and Former Employees.

(d) Tax Audit Adjustments . Notwithstanding the provisions of Section 4.01(b), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.05, (i) that all or a portion of the post-Distribution Date Tax deductions in respect of Fortune Common Stock Options should have been claimed by the Fortune Tax Group, the Fortune Tax Group shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall repay to ACCO the amount of any payments made by ACCO to Fortune in respect of such deductions pursuant to Section 4.01(b)(i) within ten days after such determination and (ii) that all or a portion of any post-Distribution Date Tax deductions in respect of ACCO Common Stock Options should have been claimed by the Fortune Tax Group, the Fortune Tax Group shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to ACCO the amount of any Tax refund or credit arising in respect of such Tax deductions within ten days after such Tax refund or credit is Actually Realized by the Fortune Tax Group.

Section 4.02 Compensation Payments .

(a) Tax Deductions . Notwithstanding anything to the contrary in this Agreement, unless Fortune and ACCO otherwise agree in writing, the ACCO Tax Group (and not the Fortune Tax Group) shall claim the Post-Distribution Date Tax deductions in respect of Compensation Payments and ACCO shall pay to Fortune the amount of any Tax benefit in respect of such Tax deductions within ten days after such amount is Actually Realized by ACCO.

(b) Notices, Withholding, Reporting . Fortune shall withhold and remit to ACCO applicable Taxes and shall provide ACCO with the information necessary for ACCO to satisfy applicable Tax reporting obligations in connection with the Compensation Payments made to all ACCO Group Employees and Former Employees.

(c) Tax Audit Adjustments . Notwithstanding the provisions of Section 4.02(a), in the event a Tax audit proceeding shall determine (by settlement or otherwise), or the parties otherwise determine pursuant to Section 4.05, that all or a portion of the Tax deductions in respect of Compensation Payments was not available to ACCO, then Fortune shall claim such Tax deductions (by an amended Tax Return or otherwise) and shall pay to ACCO, within ten days after such Tax deduction has been Actually Realized by Fortune, the amount of the resulting Tax benefit.

Section 4.03 Foreign Net Operating Losses .

(a) As of the date of this Agreement, certain foreign members of the ACCO Tax Group will have net operating loss carryforwards determined on a separate return basis (“ ACCO Foreign NOLs ”). Unless Fortune and ACCO otherwise agree in writing or unless otherwise required by law, the ACCO Tax Group shall apply the ACCO Foreign NOLs solely against income of members of the ACCO Tax Group. If Fortune and ACCO agree in writing or are required by law to apply the ACCO Foreign NOLs against income of members of the Fortune Tax Group, then in the event that the foreign Income Tax liability of any member of the Fortune Tax Group shall be reduced as a result of the use by such Fortune Tax Group member of any ACCO Foreign NOLs, including in connection with the loss relief claims pending against the United Kingdom Government, Fortune shall pay to ACCO the amount of the net foreign Tax cost to the ACCO Tax Group resulting from the reduction in such ACCO Foreign NOLs from such use by a member of the Fortune Tax Group net of any Tax cost to the Fortune Tax Group resulting from such use within ten days after such foreign Tax cost has been Actually Realized by the ACCO Tax Group; provided, however, that (i) the net foreign Tax cost to the ACCO Tax Group will be reduced to the extent of any reduction in foreign Income Tax liability attributable to the use of

such ACCO Foreign NOLs in computing the foreign Income Tax liability of the ACCO Tax Group and (ii) ACCO shall repay to Fortune the amount of any such foreign Tax cost paid by Fortune to ACCO to the extent that the ACCO Tax Group shall subsequently incur any reduction in foreign Income Tax liability attributable to the use of such ACCO Foreign NOLs in computing the foreign Income Tax liability of the ACCO Tax Group.

(b) As of the date of this Agreement, certain foreign members of the Fortune Tax Group will have net operating loss carryforwards determined on a separate return basis (“ Fortune Foreign NOLs ”). Unless Fortune and ACCO otherwise agree in writing or unless otherwise required by law, the Fortune Tax Group shall apply the Fortune Foreign NOLs solely against income of members of the Fortune Tax Group. If Fortune and ACCO agree in writing or are required by law to apply the Fortune Foreign NOLs against income of members of the ACCO Tax Group, then in the event that the foreign Income Tax liability of any member of the ACCO Tax Group shall be reduced as a result of the use by such ACCO Tax Group member of any Fortune Foreign NOLs, including in connection with the loss relief claims pending against the United Kingdom Government, ACCO shall pay to Fortune the amount of the net foreign Tax cost to the Fortune Tax Group resulting from the reduction in such Fortune Foreign NOLs from such use by a member of the ACCO Tax Group net of any Tax cost to the ACCO Tax Group resulting from such use within ten days after such foreign Tax cost has been Actually Realized by the Fortune Tax Group; provided, however, that (i) the net foreign Tax cost to the Fortune Tax Group will be reduced to the extent of any reduction in foreign Income Tax liability attributable to the use of such Fortune Foreign NOLs in computing the foreign Income Tax liability of the Fortune Tax Group and (ii) Fortune shall repay to ACCO the amount of any such foreign Tax cost paid by ACCO to Fortune to the extent that the Fortune Tax Group shall subsequently incur any reduction in foreign Income Tax liability attributable to the use of such Fortune Foreign NOLs in computing the foreign Income Tax liability of the Fortune Tax Group.

Section 4.04 Separate Tax Return Liability for 2005 .

(a) Stock Option and Compensation Payment Tax Deductions . Notwithstanding any other provisions of this Agreement, (i) in determining the separate Income Tax liability of the ACCO Tax Group pursuant to Section 2.02(a) for 2005, the ACCO Tax deductions in respect of Fortune Common Stock Options and Compensation Payments shall not be taken into account and (ii) ACCO shall pay to Fortune the amount Actually Realized by a member of the ACCO Tax Group as a result of any Tax benefit in respect of any Tax deductions in respect of any Compensation Payments with respect to any foreign Income Tax Return of a member of the ACCO Tax Group in which such ACCO Tax Group member is not required to

file a consolidated, combined or unitary foreign Income Tax Return with a member of the Fortune Tax Group. Any such payment shall be made within ten days after such Tax deduction has been Actually Realized by a member of the ACCO Tax Group.

(b) Taxes Attributable to Certain Foreign Dividends . Notwithstanding anything in this Agreement to the contrary, the Fortune Tax Group shall pay all Taxes of any member of the ACCO Tax Group associated with the payment of any dividend set forth on Schedule 4.04(b), and in determining the separate Income Tax liability of the ACCO Tax Group pursuant to Section 2.02(a) for 2005, any such dividends and the ACCO Tax credits in respect of such dividends shall not be taken into account. For the avoidance of doubt, the Fortune Tax Group’s liability for Taxes pursuant to this Section 4.04(b) shall include Taxes imposed on the ACCO Tax Group as a result of an inclusion in the income of the ACCO Tax Group of an amount of Subpart F income that is attributable to any such dividends, regardless of whether such inclusion occurs in a Pre-Distribution Taxable Period or a Post-Distribution Taxable Period.

Section 4.05 Change in Law . Notwithstanding the agreement with respect to reporting of Tax items and the claiming of the deductions set forth in Article 4 of this Agreement, neither the ACCO Tax Group nor the Fortune Tax Group shall have any obligation to report any such Tax items or claim such deductions as set forth in such Article in the event that either such party determines, based on an opinion of nationally recognized tax counsel, which opinion shall be reasonably satisfactory to the other party, that there is no substantial authority to support reporting such Tax items or claiming such deductions on a Tax Return filed by such party as a result of a change in or amendment to any law or regulation, or any change in the official interpretation thereof, effective or occurring after the date of this Agreement, and such Tax Group provides prompt notice to the other Tax Group of any such determination.

Section 4.06 Interest Charge for Late Payments . Any amount due and owing by one party to the other party pursuant to this Agreement that is not paid when due shall bear interest from the due date thereof until paid at a rate per annum equal to the six month LIBOR rate published in the Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made (calculated based on actual days elapsed in a 365-day year).

ARTICLE V

COOPERATION AND EXCHANGE OF INFORMATION

Section 5.01 Inconsistent Actions . Each party to this Agreement agrees (i) to, and to cause each of the relevant members of its Tax Group to, report the Distribution as a spin-off under Section 355 of the Code and the Merger as a reorganization described in Section 368 of the Code on all Tax Returns and other filings, (ii) to use its best efforts to ensure that the Distribution and the Merger receive such treatment for U.S. federal Income Tax purposes and (iii) that, unless it has obtained the prior written consent of the other party, it (and the members of its Tax Group) shall not take any action inconsistent with, or fail to take any action required by, the Transaction Agreements and the Merger Agreement. For all Post-Distribution Taxable Periods, each party to this Agreement agrees to, and to cause each of the relevant members of its Tax Group to, in the absence of a controlling change in law or circumstances, report on all Tax Returns the tax consequences of the transactions undertaken pursuant to the Transaction Agreements and the Merger Agreement in accordance with the positions taken with respect to such transactions to the extent reported on Tax Returns filed with respect to all Pre-Distribution Taxable Periods and Straddle Periods in respect of such transactions.

Section 5.02 Cooperation and Exchange of Information . Each party hereto agrees to provide, and to cause each member of its Tax Group to provide, such cooperation and information as such other party shall reasonably request, on a timely basis, in connection with the preparation or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement (including any cooperation required to carry out the intentions of the parties as set forth in the preamble), provided, however, that neither party shall be obligated to provide the other party Tax Returns, documentation or other information of a proprietary or confidential nature for purposes of verifying any calculation, and provided further, that in any such case where one party does not provide the other party with Tax Returns, documentation or information because it is proprietary or confidential, both parties shall cooperate in developing mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, documentation or information for purposes of verifying such calculation. To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall include without limitation the non-exclusive designation of an officer of Fortune as an officer of ACCO and each of its affiliates for the purpose of signing Tax Returns, cashing refund checks, pursuing refund claims, dealing with Tax Authorities

and defending audits as well as promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the ACCO Tax Group for the Tax Indemnification Period and providing copies of all relevant Tax Returns for the Tax Indemnification Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Tax Authorities, including without limitation, foreign Tax Authorities, and records concerning the ownership and Tax basis of property, which either party may possess. Subject to the rights of the ACCO Tax Group under the other provisions of this Agreement, such officer shall have the authority to execute powers of attorney (including Form 2848) on behalf of each member of the ACCO Tax Group with respect to Tax Returns for the Tax Indemnification Period. Each party to this Agreement shall make, or shall cause its affiliates to make, its employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder.

Section 5.03 Tax Records .

(a) Fortune and ACCO agree to (and to cause each member of their respective Tax Group to) (i) retain all Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Distribution Date, for a period of at least ten years following the Distribution Date and (ii) allow the party to this Agreement, at times and dates reasonably acceptable to the retaining party, to inspect, review and make copies of such records, as Fortune and ACCO may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days’ prior written notice to the other party, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting party, the party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the party requesting such records.

(b) Notwithstanding anything in this Agreement to the contrary, if any party fails to comply with the requirements of Section 5.03(a) hereof, the party failing so to comply shall be liable for, and shall hold the other party, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such party’s failure to comply.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Entire Agreement; Construction . This Agreement, the Distribution Agreement, all other Ancillary Agreements and the Merger Agreement, including any annexes, schedules and exhibits hereto or thereto, and other agreements and documents referred to herein and therein, will together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter. Notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there is a conflict relating to Taxes between the provisions of this Agreement and the provisions of the Distribution Agreement, any other Ancillary Agreement or the Merger Agreement, the provisions of this Agreement will control.

Section 6.02 Effectiveness . All covenants and agreements of the parties contained in this Agreement shall be subject to and conditioned upon the Distribution becoming effective.

Section 6.03 Survival of Agreements . Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement will remain in full force and effect and survive the Time of Distribution.

Section 6.04 Governing Law . This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

Section 6.05 Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) upon confirmation of receipt if delivered by telecopy or telefacsimile, (iii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (iv) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth

below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)

If to Fortune to

Fortune Brands, Inc.

300 Tower Parkway

Lincolnshire, Illinois 60069

Fax: (847) 484-4490

Attention: Mark A. Roche, Esq.

with a copy to

Chadbourne & Parke LLP

30 Rockefeller Plaza

New York, New York 10112

Fax: (212) 541-5369

Attention: Edward P. Smith, Esq.

A. Robert Colby, Esq.

(b)

If to ACCO to

ACCO World Corporation

300 Tower Parkway

Lincolnshire, Illinois 60069

Fax: (847) 484-4495

Attention: Elizabeth Boos

Steven Rubin, Esq.

Section 6.06 Consent to Jurisdiction . Each of Fortune and ACCO irrevocably agrees that any legal action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Delaware, and each of Fortune and ACCO hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of Fortune and ACCO hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not

personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Laws, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 6.07 Amendments . This Agreement cannot be amended, modified or supplemented except by a written agreement executed by Fortune and ACCO.

Section 6.08 Assignment . Neither party to this Agreement will convey, assign or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party in its sole and absolute discretion. Any conveyance, assignment or transfer requiring the prior written consent of the other party pursuant to this Section 6.08 which is made without such consent will be void ab initio . No assignment of this Agreement will relieve the assigning party of its obligations hereunder.

Section 6.09 Captions; Currency . The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered articles or sections are to articles and sections of this Agreement and all references herein to schedules are to schedules to this Agreement. Unless otherwise specified, all references contained in this Agreement, in any schedule referred to herein or in any instrument or document delivered pursuant hereto to dollars or “$” shall mean U.S. dollars.

Section 6.10 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the transactions contemplated hereby is affected in any manner adverse to any party as a result thereof, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

Section 6.11 Parties in Interest . Except for the provisions of Article III relating to Tax Indemnification, this Agreement is solely for the benefit of the parties hereto and the respective members of their Tax Group, and their respective successors and permitted assigns and should not be deemed to confer upon third parties (including any employee of Fortune or ACCO or of any Fortune or ACCO subsidiary) any remedy, claim, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 6.12 Schedules . All schedules attached hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Capitalized terms used in the schedules hereto but not otherwise defined therein will have the respective meanings assigned to such terms in this Agreement.

Section 6.13 Waivers; Remedies . Any agreement on the part of a party hereto to any waiver of any provision of this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party. No failure or delay by any party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties may otherwise have at law or in equity.

Section 6.14 Counterparts . This Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.

Section 6.15 Performance . Each party hereto will cause to be performed, and hereby guarantees the performance of all actions, agreements and obligations set forth herein to be performed by any subsidiary or any member of such party’s Tax Group.

Section 6.16 Interpretation . Any reference to any Federal, state, local, or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof “, “herein”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement and (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties as of the date first hereinabove written.


FORTUNE BRANDS, INC.

By:		/s/ Mark A. Roche
Name:		Mark A. Roche
Title:		Senior Vice President, General Counsel and Secretary

ACCO WORLD CORPORATION

By:		/s/ Neal V. Fenwick
Name:		Neal V. Fenwick
Title:		Executive Vice President—Finance and Administration

Exhibit 10.2

TAX ALLOCATION AGREEMENT

by and among

LANE INDUSTRIES, INC.,

GENERAL BINDING CORPORATION,

and

ACCO WORLD CORPORATION

August 16, 2005

TABLE OF CONTENTS


			Page
ARTICLE I		DEFINITIONS	2
	Section 1.01	General	2
	Section 1.02	Schedules, etc	8

ARTICLE II		TERMINATION OF RIGHTS AND OBLIGATIONS UNDER THE PRIOR TAX ALLOCATION AGREEMENTS	8
	Section 2.01	Termination of Rights and Obligations Under the Prior Tax Allocation Agreements	8

ARTICLE III		FILING OF TAX RETURNS; REMITTANCE OF TAXES; REFUNDS	8
	Section 3.01	Preparation of Tax Returns	8
	Section 3.02	Remittance of Taxes	10
	Section 3.03	Tax Refunds and Carrybacks	11
	Section 3.04	Allocation of Taxes	13

ARTICLE IV		TAX INDEMNIFICATION; TAX CONTESTS	14
	Section 4.01	Indemnification	14
	Section 4.02	Notice of Indemnity	15
	Section 4.03	Payments	15
	Section 4.04	Tax Contests	16
	Section 4.05	Change in Law	17
	Section 4.06	Interest Charge for Late Payments	17

ARTICLE V		LOSSES; AMT CREDITS	17
	Section 5.01	Net Operating Losses – Pre-2005	17
	Section 5.02	2005 Tax Savings; Net Operating Losses – 2005	18
	Section 5.03	AMT Credit Carryforwards	18
	Section 5.04	Recomputed Payments	19
	Section 5.05	Verification	19

ARTICLE VI		COOPERATION AND EXCHANGE OF INFORMATION	19
	Section 6.01	Inconsistent Actions	19
	Section 6.02	Cooperation and Exchange of Information	19
	Section 6.03	Tax Records.	20

ARTICLE VII		MISCELLANEOUS	21
	Section 7.01	Entire Agreement; Construction	21
	Section 7.02	Effectiveness	21
	Section 7.03	Survival of Agreements	21
	Section 7.04	ACCO	22


Section 7.05	Governing Law	22
Section 7.06	Notices.	22
Section 7.07	Consent to Jurisdiction	23
Section 7.08	Amendments	24
Section 7.09	Assignment	24
Section 7.10	Captions; Currency	24
Section 7.11	Severability	24
Section 7.12	Parties in Interest	25
Section 7.13	Schedules	25
Section 7.14	Waivers; Remedies	25
Section 7.15	Counterparts	25
Section 7.16	Performance	25
Section 7.17	Interpretation	25

EXHIBIT A – Prior Tax Allocation Agreements Side Agreement

TAX ALLOCATION AGREEMENT

TAX ALLOCATION AGREEMENT (this “ Agreement ”) dated as of August 16, 2005, by and between LANE INDUSTRIES, INC., a Delaware corporation (“ Lane ”), GENERAL BINDING CORPORATION, a Delaware corporation and a majority owned subsidiary of Lane (“ GBC ”), and, solely for purposes of Sections 7.04 and 7.05, ACCO WORLD CORPORATION, a Delaware corporation ( “ACCO” ).

WHEREAS, the Boards of Directors of FORTUNE BRANDS, INC., a Delaware corporation (“ Fortune ”), ACCO, a wholly-owned subsidiary of Fortune, GBC and GEMINI ACQUISITION SUB, INC. a Delaware corporation and a wholly-owned subsidiary of ACCO (“ Acquisition Sub ”), have approved an agreement and plan of merger (the “ Merger Agreement ”) pursuant to which ACCO, Acquisition Sub and GBC will enter into a merger transaction in order to advance the long-term strategic business interests of Freedom, ACCO, GBC and Acquisition Sub;

WHEREAS, the Boards of Directors of Freedom, ACCO, GBC and Acquisition Sub have determined to consummate such merger transaction by means of a business combination transaction in which Acquisition Sub will merge with and into GBC (the “ Merger ”), with GBC being the surviving corporation;

WHEREAS, the parties to this Agreement intend that the Merger qualify under Section 368 of the Code (as defined herein) as a reorganization and that the Merger Agreement shall constitute a “plan of reorganization” for purposes of Sections 354, 368 and 361 of the Code;

WHEREAS, (i) Lane, GBC and others entered into that certain Tax Allocation Agreement dated June 1, 1978, as amended, relating to U.S. federal income taxes (the “ 1978 Agreement ”), (ii) Lane and GBC entered into that certain agreement dated January 1, 1991 (amending the 1978 agreement to provide for the allocation of foreign tax credits) (the “ 1991 Agreement ”) and that certain letter agreement dated May 8, 2003 (providing for the allocation of the consolidated alternative minimum tax for the tax year ended December 31, 1997) (the “ CAMT Agreement ”), and (iii) Lane, GBC and others entered into that certain State Tax Allocation Agreement dated May 31, 1985 (the “ State Agreement ” and, together with the 1978 Agreement, the 1991 Agreement and the CAMT Agreement, the “ Prior Tax Allocation Agreements ”), and;

WHEREAS, effective as of the Merger Date (as defined herein), Lane, GBC and the other parties thereto wish to terminate their rights and obligations under the Prior Tax Allocation Agreements, and Lane and GBC wish to enter into a new agreement to provide for and agree upon the allocation between the Lane Entities (as defined herein) and the GBC Entities (as defined herein) of all responsibilities, liabilities and benefits relating to or affecting Taxes (as defined herein) paid or payable by either of them for all taxable periods, whether beginning before, on or after the Merger Date.

NOW, THEREFORE, in consideration of the premises and of the respective agreements contained in this Agreement, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

“ 1999 Audit ” shall have the meaning set forth in Section 4.01(a).

“ 2005 Combined Group Hypothetical Tax Liability ” shall mean, the Combined Group Tax Liability for the 2005 taxable year; provided , however , that (i) in no event shall any NOL carryover items from any prior taxable year be taken into account in computing 2005 Combined Group Hypothetical Tax Liability (it being understood that, for the avoidance of doubt, any net capital losses that may be carried forward to 2005 shall be taken into account and treated as if realized in 2005), and (ii) any item of loss, deduction or credit shall be taken into account only to the extent that such item is taken into account in computing Combined Group Tax Liability for the 2005 taxable year.

“ 2005 Subgroup Hypothetical Taxable Income ” (and “ 2005 Subgroup Hypothetical Taxable Loss ”) shall mean, with respect to a Subgroup, and with respect to its taxable year ending on the Merger Date (in the case of the GBC Subgroup) or with respect to its 2005 taxable year (in the case of the Lane Subgroup), the U.S. federal taxable income (or loss) determined for such Subgroup in computing the 2005 Subgroup Hypothetical Tax Liability for such Subgroup for such taxable year.

“ 2005 Subgroup Hypothetical Tax Liability ” shall mean with respect to a Subgroup, and with respect to its taxable year ending on the Merger Date (in the case of the GBC Subgroup) or with respect to its 2005 taxable year (in the case of the Lane Subgroup), the Tax liability of a Subgroup computed as if the members of such Subgroup filed a consolidated, combined or unitary Tax Return for such year without regard to items of income, gain, loss, deduction or credit of the members of the other Subgroup for such year; provided , however , that NOL carryover items (including Pre-2005 Subgroup NOLs) shall not be taken into account (it being understood that, for the avoidance of doubt, any net capital losses that may be carried forward to 2005 shall be taken into account and treated as if realized in 2005). In making such computation, for a taxable year, (i) the modifications set forth in Treas. Reg. § 1.1552-1(a)(2)(ii) shall be reflected as between the Subgroups, (ii) any item of loss, deduction or credit shall be taken into account only to the extent that such item is taken into account in computing Combined Group Tax Liability for the 2005 taxable year, (iii) carryback items shall not be taken into account, and (iv) any elections which would be available to the Subgroup for such year,

including elections as to whether to claim an item as a deduction or credit, or as a carryback, shall be made on a basis consistent with any elections actually made by the Combined Group for such year; provided , however , that if no election has been made or is available to the Combined Group in respect of such item, the Subgroup to which such item is available shall make its election with respect to such item in writing and shall give notice of such election to the parent member of the other Subgroup. Any such hypothetical election shall be effective to the same extent as if made in an actual return by such Subgroup.

“2005 Tax Savings” shall have the meaning given to such term in Section 5.02(b).

“ ACCO ” shall have the meaning ascribed thereto in the preamble.

“ Adjustment Event ” shall mean, with respect to a member of a Subgroup, (i) the initial filing by a Combined Group of a 2004 U.S. federal income Tax Return including Tax information of such member, (ii) an adjustment to any item of income, gain, loss or deduction with respect to such member as initially reported for U.S. federal income Tax purposes, and (iii) the filing of an amendment to any filed U.S. federal income Tax Return of a Combined Group made to reflect any changed Tax information relating to such member.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, or any successor legislation.

“ Combined Group ” shall mean a group of corporations that files Tax Returns on a consolidated, combined or unitary basis and that includes one or more Lane Entities and one or more GBC Entities. Unless otherwise specified, references to “the” Combined Group shall mean the Combined Group that files consolidated U.S. federal income Tax Returns.

“ Combined Group Tax Liability ” shall mean, with respect to any taxable year, (i) the consolidated U.S. federal income Tax liability determined under Treas. Reg. § 1.1502-2 and Chapter 6 of Subtitle A of the Code for the Combined Group and (ii) the consolidated, combined or unitary Tax liability for a Combined Group determined under the laws of the jurisdiction for which a consolidated, combined or unitary state Tax Return is filed, including in each case any recomputations of such liability as may be required on account of items which may be carried back or over to the taxable year and adjustments to items reported or reportable in such taxable year; provided that in no event shall any carryback items be taken into account in computing Combined Group Tax Liability.

“ Entity ” shall mean either a GBC Entity or an Lane Entity, as the case may be.

“ GBC ” shall have the meaning ascribed thereto in the preamble.

“ GBC Subgroup ” shall mean the group of corporations consisting of all GBC Entities that are members of a Combined Group.

“ GBC Entity ” shall mean GBC and any corporation or other Person which GBC directly or indirectly (a) owns 50% or more (by value) of the equity interests at any time on or following the Merger Date or (b) owned 50% or more (by value) of the equity interests at any time prior to the Merger Date but did not own 50% or more (by value) of the equity interests at the time of the Merger, but only if such entity was disposed of by GBC to a Person other than a Lane Entity.

“ Impaired Subgroup ” shall have the meaning set forth in Section 5.01(a).

“ Indemnifying Subgroup ” shall have the meaning set forth in Section 5.01(a).

“ Indemnitee ” shall have the meaning set forth in Section 4.02.

“ Indemnitor ” shall have the meaning set forth in Section 4.02.

“ Indemnity Issue ” shall have the meaning set forth in Section 4.02.

“ IRS ” shall mean the Internal Revenue Service.

“ Lane ” shall have the meaning ascribed thereto in the preamble.

“ Lane Subgroup ” shall mean the group of corporations consisting of all Lane Entities that are members of a Combined Group.

“ Lane Entity ” shall mean Lane and any corporation or other Person which Lane directly or indirectly owned or owns 50% or more (by value) of the equity interests at any time prior to, on or following the Merger Date, in all cases other than (i) a GBC Entity and (ii) for the avoidance of doubt, ACCO and any corporation or other Person which ACCO directly or indirectly owned or owns at any time prior to, on or following the Merger Date.

“ Losses ” shall mean any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

“ Measurement Date ” shall mean, with respect to a U.S. federal income taxable year of a Combined Group, (i) the date thirty (30) days following the filing of a U.S. federal

income Tax Return by such Combined Group for such taxable year, (ii) the date thirty (30) days following the earlier of (A) the date there is a “determination” (within the meaning of Section 1313(a) of the Code) with respect to all potential issues relating to the Combined Group’s U.S. federal income Tax Return for such taxable year or (B) the end of the statutory period for assessment, taking into account any extensions thereof, with respect to all potential issues relating to the Combined Group’s U.S. federal income Tax Return for such taxable year, (iii) the date thirty (30) days following any other event that the parties reasonably agree has the effect of terminating the IRS’s right to adjust any item of income, gain, loss or deduction as reported on the Combined Group’s U.S. federal income Tax Return for such taxable year, (iv) the date thirty (30) days following the filing of any Tax Return carrying back an NOL, net capital loss, or other item of deduction, loss, expense or credit to such taxable year, (v) the date thirty (30) days following a date described in clause (ii) or (iii) with respect to a Tax Return described in clause (iv), and (vi) if, as a result of an audit, examination or similar proceeding with respect to a U.S. federal income Tax Return of a Combined Group for a taxable year, there is an adjustment to NOLs that affects the payment of Taxes in a subsequent taxable year, the date thirty (30) days following such payment of Taxes (other than estimated Taxes) to a Tax Authority by any member of a Subgroup (and any corporation included with such member in a consolidated U.S. federal income Tax Return or a consolidated, combined or unitary state Tax Return).

“ Merger ” shall have the meaning ascribed thereto in the preamble.

“ Merger Agreement ” shall have the meaning ascribed thereto in the preamble.

“ Merger Date ” shall mean the date on which the Merger occurs (or, if different, the date on which the Merger is deemed to occur for U.S. federal income Tax purposes). For purposes of this Agreement, the Merger shall be deemed effective as of the end of the day on the Merger Date.

“ NOL ” shall mean a “net operating loss,” as defined in Section 172 of the Code, as computed for U.S. federal income Tax purposes.

“ Person ” shall mean any individual, partnership, joint venture, corporation, limited liability entity, trust, unincorporated organization or other entity (including a governmental entity).

“ Post-Merger Taxable Period ” shall mean (i) in the case of a member of the GBC Subgroup, a taxable period beginning after the Merger Date and that portion of any Straddle Period that begins on the date after the Merger Date and (ii) in the case of a member of the Lane Subgroup, a taxable period beginning after December 31, 2005.

“ Pre-2005 Subgroup NOL Overage ” shall mean, with respect to a Subgroup and the Measurement Date occurring in connection with filing the Combined Group’s 2004 U.S. federal income Tax Return, the amount (if any) by which such Subgroup’s Pre-2005 Subgroup NOLs exceed such Subgroup’s Pre-2005 Subgroup Assumed NOLs; provided , however , that a Pre-2005 Subgroup NOL Overage shall be deemed to exist with respect to a Subgroup only to

the extent the amount of such excess is greater than 10% of the Pre-2005 Subgroup Assumed NOLs of such Subgroup at the time of such Measurement Date, and only to the extent that such excess is caused by an Adjustment Event occurring with respect to any member of the other Subgroup.

“ Pre-2005 Subgroup NOLs ” shall mean, with respect to a Subgroup and a Measurement Date, the aggregate amounts of the consolidated NOLs of the Combined Group that, under the Code and applicable Treasury Regulations, are actually attributable to members of that Subgroup and that, assuming the Merger had occurred on December 31, 2004, could be carried over to such Subgroup’s 2005 taxable year, determined after taking into account all Adjustment Events occurring on or prior to such Measurement Date.

“ Pre-2005 Subgroup Assumed NOLs ” shall mean, with respect to a Subgroup, (i) at and prior to the Measurement Date occurring in connection with the initial filing of the Combined Group’s 2004 U.S. federal income Tax Return, $20.2 million with respect to the GBC Subgroup and $11.6 million with respect to the Lane Subgroup and (ii) after such Measurement Date, the lesser of (x) the amount described in clause (i) of this definition or (y) the Pre-2005 Subgroup NOLs with respect to such Subgroup determined based on the information reported on such Tax Return.

“ Pre-Merger Taxable Period ” shall mean (i) in the case of a member of the GBC Subgroup, a taxable period ending on or before the Merger Date and that portion of any Straddle Period that ends on and includes the Merger Date, and (ii) in the case of a member of the Lane Subgroup, a taxable period ending on or before December 31, 2005.

“ Prior Tax Allocation Agreements ” shall have the meaning ascribed thereto in the preamble.

“ Prior Tax Allocation Agreements Side Agreement ” shall mean the agreement between the parties to certain of the Prior Tax Allocation Agreements that is attached as Exhibit A hereto.

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

“ Responsible Party ” have the meaning set forth in Section 4.04(a).

“ Straddle Period ” shall mean a taxable period of a member of a GBC Subgroup that includes but does not end on the Merger Date.

“ Subgroup ” shall mean the Lane Subgroup or the GBC Subgroup, as the case may be.

“ Subgroup Assumed Post-Merger NOLs ” shall mean, with respect to a Subgroup and a Measurement Date occurring with respect to 2005:

(i) the Pre-2005 Subgroup NOLs of such Subgroup minus the Pre-2005 Subgroup NOL Overage of such Subgroup (if any), in each case taking into account the determinations made in connection with the most recent Measurement Date occurring with respect to each taxable year ending prior to 2005 and without giving effect to any determination made in connection with any Measurement Date occurring with respect to 2005,

(ii) and either:

(x) plus the 2005 Subgroup Hypothetical Taxable Loss of such Subgroup (if any) to the extent it did not result in a 2005 Tax Savings payment to such Subgroup, or

(y) minus the 2005 Subgroup Hypothetical Taxable Income of such Subgroup (if any) to the extent it did not result in a 2005 Tax Savings payment by such Subgroup.

“ Subgroup Post-Merger NOLs ” shall mean, with respect to a Subgroup, the aggregate amounts of the consolidated NOLs of the Combined Group that, under the Code and applicable Treasury Regulations, are attributable to members of that Subgroup and that can be carried over to the first taxable year of such members beginning after the Merger Date.

“ Transfer Tax ” shall mean any sales Tax, use Tax, real property transfer or gains Tax, asset transfer documentary stamp Tax or similar Tax.

“ Treasury Regulations ” and “ Treas. Reg . ” shall mean the regulations promulgated by the U.S. Treasury Department pursuant to the Code.

ARTICLE II

TERMINATION OF RIGHTS AND OBLIGATIONS UNDER THE PRIOR TAX

ALLOCATION AGREEMENTS

Section 2.01 Termination of Rights and Obligations Under the Prior Tax Allocation Agreements . Lane and GBC agree, and each of the other parties to the Prior Tax Allocation Agreements agrees by means of the Prior Tax Allocation Agreements Side Agreement attached as Exhibit A hereto, that from and after the Merger Date, the rights and obligations of the parties under the Prior Tax Allocation Agreements shall be terminated and shall have no further force or effect.

ARTICLE III

FILING OF TAX RETURNS; REMITTANCE OF TAXES; REFUNDS

Section 3.01 Preparation of Tax Returns .

(a) Lane . Lane shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a Combined Group (other than 2004 state Tax Returns required to be filed in respect of a Combined Group) and (B) any Lane Entity (other than as a member of a Combined Group) for any taxable period.

(b) GBC . GBC shall prepare and file or cause to be prepared and filed (A) all 2004 state Tax Returns (including amendments thereto) which are required to be filed in respect of a Combined Group and (B) all Tax Returns (including amendments thereto) which are required to be filed in respect of any GBC Entity (other than as a member of a Combined Group) for any taxable period.

(c) Consistent with Past Practice . Unless Lane and GBC otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 3.01 filed after the date of this Agreement for Pre-Merger Taxable Periods or Straddle Periods, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Notwithstanding the foregoing, the parties agree that GBC will elect to credit any foreign Taxes paid by any GBC Entity on any Combined Return filed after the date hereof; provided , however , that GBC may elect to expense foreign Taxes paid by any GBC Entity on a Combined Return filed after the date hereof if (i) GBC provides written notice to Lane of its intention to make such an election and (ii) Lane consents to such an election, which consent shall not be unreasonably withheld or delayed.

(d) Access to Information and Personnel .

(i) General . The Lane Subgroup and the GBC Subgroup will be included in the consolidated U.S. federal income Tax Returns of the Combined Group of which Lane is the common parent for the calendar years 2004 and 2005. In the case of such 2005 Tax Return, however, the GBC Subgroup will be included only for the portion of such year ending on the Merger Date. To the extent it is permitted to do so, with respect to state income Tax Returns: (i) GBC and other GBC Entities that otherwise would be included in a Combined Group for state income Tax purposes for all or a portion of 2005 will begin filing state income Tax Returns on a separate basis (i.e., not part of a Combined Group) as of January 1, 2005 and (ii) to the extent that any GBC Entity it is not permitted to do the foregoing, such GBC Entity will cause its taxable year beginning on January 1, 2005 to end on the Merger Date and will begin filing state income Tax Returns on a separate basis (or as part of a group other than a Combined Group) as of the day following the Merger Date.

(ii) Access to Software and Personnel . To the extent practicable, Lane and GBC shall make available to the other party software previously used in the preparation of prior Combined Group Tax Returns, or if such software is not available or is impracticable to use, software reasonably acceptable to the parties for such purpose. Any such software shall be provided as promptly as possible upon the request of the party responsible for filing the Tax Return in question (it being understood that no such software needs to be provided prior to the time such software is available). Each of Lane and GBC shall make available such personnel as may be necessary to facilitate the use of such software.

(iii) Additional Information . Lane and GBC shall provide complete packages of information and such other information as GBC and Lane, respectively, may reasonably request to enable GBC and Lane to prepare and file the Combined Group Tax Returns for which it is responsible under this Section 3.01 (to the extent information was not previously provided). Such information packages shall be prepared in accordance with instructions and procedures furnished by the party requesting the information packages and shall be furnished as promptly as practicable after such other party receives the request, but in no event shall such information packages be furnished later than (i) July 31, 2005, in the case of any 2004 consolidated,

combined or unitary income Tax Return or (ii) 120 days following the Merger Date, in the case of any 2005 consolidated, combined or unitary income Tax Return, in each case unless otherwise mutually agreed upon by the parties.

(iv) Review and Approval . The party responsible under this Section 3.01 for preparation of a particular Combined Group Tax Return shall make available to the other party, for review and approval by such other party, a draft of the portions of such Tax Return that relate to any Entities of such other party, but in no event shall such draft be furnished later than ten business days prior to the due date for filing such Tax Return. Promptly after completion thereof, the party responsible for preparing a Tax Return under this Section 3.01 shall furnish to the other party a copy of the pro forma separate income Tax Returns of the such other Subgroup, or similar data, used in the preparation and filing of such Tax Return.

Section 3.02 Remittance of Taxes .

Except as otherwise provided in this Agreement:

(a) Lane . Lane shall remit or cause to be remitted, on a timely basis, all Taxes due with respect to the Tax liability for (A) a Combined Group (other than the state Tax liability for a Combined Group for 2004) and (B) any Lane Entity (other than as a member of a Combined Group) for any taxable period; provided , however , that GBC, on behalf of the GBC Entities, hereby assumes and agrees to pay directly to or at the direction of Lane, at times consistent with past practice, the portion of such Tax liability which relates to each GBC Entity or its business, assets or activities as determined in accordance with Section 3.04. After the date of this Agreement, Lane will provide a written notice to GBC of the GBC Entities’ unpaid share of any consolidated, combined or unitary Tax liability described in (A), after taking into account all estimated Tax payments received by Lane from GBC. Such written notice shall include such computations and descriptions as may be necessary to identify and support the basis for the determination of the amount requested in the notice. GBC shall pay any such amount to Lane within ten days of GBC’s receipt of such written notice; provided , however , that GBC shall have the right to dispute the amount and/or method of determining the amount requested in the notice, and, to the extent of the amount disputed, GBC shall pay any disputed amount (as it may be revised pursuant to the resolution of the dispute) to Lane within the later of (i) ten days of GBC’s receipt of such written notice and (ii) ten days of GBC’s receipt of such written notice as revised pursuant to the resolution of the dispute.

(b) GBC . GBC shall remit or cause to be remitted, on a timely basis, all Taxes due with respect to (A) the state Tax liability for a Combined Group for 2004 and (B) the Tax liability for any GBC Entity (other than as a member of a Combined Group); provided , however , that Lane, on behalf of the Lane Entities, hereby assumes and agrees to pay directly to or at the direction of GBC, at times consistent with past practice, the portion of such Tax liability described in (A) which relates to each Lane Entity or its business, assets or activities determined in accordance with section 3.04. After the date of this Agreement, GBC will provide a written notice to Lane of the Lane Entities’ unpaid share of any consolidated, combined or unitary Tax liability described in (A) after taking into account all estimated Tax payments received by GBC

from Lane. Lane shall pay any such amount to GBC within ten days of Lane’s receipt of such written notice; provided , however , that Lane shall have the right to dispute the amount and/or method of determining the amount requested in the notice, and, to the extent of the amount disputed, Lane shall pay any disputed amount (as it may be revised pursuant to the resolution of the dispute) to GBC within the later of (i) ten days of Lane’s receipt of such written notice and (ii) ten days of Lane’s receipt of such written notice as revised pursuant to the resolution of the dispute.

(c) Transfer Taxes . Notwithstanding any other provision of this Agreement, all Transfer Taxes incurred in connection with the Merger shall be paid by GBC.

(d) Taxes Already Paid . To the extent any Person has made a payment of Taxes (including estimated Taxes) on or before the Merger Date, the party liable for paying such Taxes under this Agreement shall be entitled to treat the payment as having been paid or caused to have been paid by such party, and such party shall not be required to reimburse the party which actually paid such Taxes.

(e) Reimbursement . Any Taxes required to be remitted by one party, to the extent such Taxes are the responsibility of the other party under Section 3.04 or Section 4.01, shall be paid to such remitting party by the party responsible for such Taxes within ten days of receipt of written notice given by the party requesting reimbursement.

Section 3.03 Tax Refunds and Carrybacks .

(a) Non-Combined Group Taxes .

(i) Refunds and credits . Except as otherwise provided in this Agreement, in the case of any Tax refund or credit relating to any Tax that is not computed or payable on a consolidated, combined or unitary basis by a Combined Group, Lane shall be entitled to retain, and to receive within ten days after Actually Realized by any GBC Entity, the portion of any such Tax refund or credit to the extent related to Taxes for which the Lane is liable pursuant to Section 4.01(a), and GBC shall be entitled to retain, and to receive within ten days after Actually Realized by any Lane Entity, the portion of any such Tax refund or credit to the extent related to Taxes for which GBC is liable pursuant to Section 4.01(b). The amount of any refund or credit of Taxes which Lane or GBC is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any excess of (A) Taxes incurred by GBC, in the case of a refund or credit to which Lane is entitled, or by Lane, in the case of a refund or credit to which GBC is entitled, upon the receipt of such refund or credit, over (B) Taxes saved by GBC or Lane, respectively, as a result of the payment to the other party pursuant to this Section 3.03(a) with respect to such refund or credit.

(ii) Carrybacks . Notwithstanding Section 3.03(a)(i) but otherwise except as otherwise provided in this Agreement, in the case of any carryback relating to any Tax that is not computed or payable on a consolidated, combined or unitary basis by a Combined Group, (A) any refund or credit of such Taxes resulting from such a carryback attributable to a GBC

Entity arising in a Post-Merger Taxable Period to a Pre-Merger Taxable Period shall be for the account and benefit of GBC and (B) any refund or credit of Taxes resulting from a carryback attributable to an Lane Entity arising in a Post-Merger Taxable Period to a Pre-Merger Taxable Period shall be for the account and benefit of Lane.

(iii) Refund Claims . In the case of any refund claim relating to any Tax that is not computed or payable on a consolidated, combined or unitary basis by a Combined Group, Lane shall be permitted to file at Lane’s sole expense, and GBC shall reasonably cooperate with Lane in connection with, any claims for refund of such Taxes to which Lane is entitled pursuant to this Section 3.03(a). Lane shall reimburse GBC for any reasonable out-of-pocket costs and expenses incurred by any GBC Entity in connection with such cooperation. GBC shall be permitted to file at GBC’s sole expense, and Lane shall reasonably cooperate with GBC in connection with, any claims for refunds of such Taxes to which GBC is entitled pursuant to this Section 3.03(a). GBC shall reimburse Lane for any reasonable out-of-pocket costs and expenses incurred by any Lane Entity in connection with such cooperation.

(b) Combined Group Taxes .

(i) Refunds and Credits . Except with respect to alternative minimum tax credit carryforwards (which are governed by Section 5.03) and items governed by Section 3.03(b)(ii), in the case of a refund or credit of any Tax that is computed or payable on a consolidated, combined or unitary basis by a Combined Group, amounts owing under this Agreement (including, without limitation, under Section 3.01, 4.01 or Article V) shall be recomputed in accordance with the terms of this Agreement and the provisions of this Agreement shall govern the determination of which party is entitled to retain such refund or credit.

(ii) Carrybacks . In the case of any Tax that is computed or payable on a consolidated, combined or unitary basis by a Combined Group, each party shall elect and shall cause each of its Entities to elect, where permitted by law, (A) to carry forward and (B) to relinquish or forego all carryback periods with respect to, any NOL or other net operating loss, net capital loss, charitable contribution or other item arising after the Merger Date that could, or would, in the absence of such election, be carried back to a Pre-Merger Taxable Period. If, notwithstanding the foregoing, any item of deduction, loss or credit relating to such a Tax and attributable to a party (or any Person affiliated with such party) is carried back from a Post-Merger Taxable Period to a Combined Group taxable year, the party whose Subgroup is the source of the carryback item shall be entitled to any and all benefits resulting from such carryback, including, without limitation, (A) any refund or credit of Taxes resulting from such carryback and (B) any increase in NOLs or other beneficial Tax attributes available for utilization or carryforward as a result of such carryback. If a party (other than the party which is the source of the carryback item) realizes an increase described in clause (B) of the foregoing sentence, the party realizing the increase shall pay to such other party an amount equal to the Tax benefit resulting from such increase in NOLs or other beneficial Tax attributes, and by way of example, the party obligated to make payment as a result of realizing an increase in NOLs shall pay to the other party an amount equal to 35% of the amount of such increase. Any amount payable under this Section 3.03(b)(ii) shall be payable upon written request of the party entitled

to payment providing reasonable detail of the calculation of the amount payable, but in no event earlier than thirty (30) days following the date on which the Tax Return providing for such carryback was filed. It is understood and agreed that any amount owing under this section shall be calculated by assuming that the Tax benefit resulting from such carryback will be currently realized by the payor party and shall be payable without regard to when such Tax benefit actually would have been realized by such party.

Section 3.04 Allocation of Taxes .

(a) Straddle Periods . It is anticipated that, in the case of any GBC Entity that is a member of a Combined Group during all or a portion of 2005, (i) the relevant taxable year of such GBC Entity beginning on January 1, 2005 will end on the Merger Date, and items of income, gain, loss, deduction and credit with respect to such short taxable year shall be included in the Tax Return for the relevant Combined Group for 2005 and (ii) items of income, gain, loss, deduction and credit with respect to the short taxable year of such GBC Entity beginning on the day after the Merger Date will not be included in any Tax Return for any Combined Group. Accordingly, it is not anticipated that any Straddle Period will exist. If, notwithstanding such anticipated treatment, a Straddle Period exists and all or a portion of such Straddle Period is included in the Tax Return for a Combined Group, the Taxes of any GBC Entity or its business, assets or activities for that portion of any Straddle Period ending on the Merger Date shall be computed on a “closing-of-the-books” basis as if such taxable period ended as of the close of business on the Merger Date, and, the Taxes of any GBC Entity or its business, assets or activities for that portion of any Straddle Period beginning after the Merger Date shall be computed on a “closing-of-the-books” basis as if such taxable period began on the day after the Merger Date.

(b) Combined Group Tax Liability; Special 2005 Rule .

(i) General . The Combined Group Tax Liability with respect to any Tax Return of a Combined Group shall be allocated among the members of the GBC Subgroup and the Lane Subgroup in a manner analogous to that set forth in Treas. Reg. § 1.1552-1(a)(2), and GBC shall be liable for the Taxes of a Combined Group allocated to any GBC Entity, and Lane shall be liable for the Taxes of a Combined Group allocated to any Lane Entity; provided, that in applying the foregoing with respect to any Straddle Period, (i) only the items of income, gain, loss, deduction and credit attributable (under Section 3.04(a)) to the portion of such Straddle Period that ends on the Merger Date shall be taken into account and (ii) GBC shall be solely liable for the Taxes attributable to items of income, gain, loss, deduction and credit attributable (under Section 3.04(a)) to the portion of such Straddle Period that begins after the Merger Date.

(ii) 2005 . In applying the foregoing rule for purposes of allocating the U.S. federal Combined Group Tax Liability for 2005, Treas. Reg. § 1.1552-1(a)(2) shall be applied as if the Combined Group were comprised of only two members, namely, the GBC Subgroup and the Lane Subgroup, and as if the respective separate return tax liability of each Subgroup for 2005 equaled (i) its 2005 Subgroup Hypothetical Tax Liability minus (ii) any payments made by such Subgroup to the other Subgroup in respect of 2005 Tax Savings and minus (iii) the

reduction in Taxes attributable to the aggregate amount of consolidated pre-2005 NOLs absorbed by members of such Subgroup in determining the U.S. federal Combined Group Tax Liability for 2005, as determined in accordance with applicable Treasury Regulations.

ARTICLE IV

TAX INDEMNIFICATION; TAX CONTESTS

Section 4.01 Indemnification .

(a) Lane Indemnification . Lane shall be liable for, and shall indemnify, defend and hold harmless GBC, each other GBC Entity, each of their respective Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all Losses and Expenses arising as a result of or in connection with:

(i) all Taxes imposed on any Lane Entity (other than Taxes imposed with respect to any Combined Group);

(ii) all Taxes imposed with respect to any Combined Group, to the extent such Taxes are allocable to an Lane Entity under Section 3.04;

(iii) the breach by Lane, or any other Lane Entity, of any representation, warranty, covenant or obligation under this Agreement;

(iv) all Taxes attributable to the proposed unagreed audit adjustments for the 1999 taxable year of the Combined Group that are the subject of that certain “Appeal and Protest of Proposed Examination Changes” filed with the IRS on December 19, 2003 (the “ 1999 Audit ”) (it being understood and agreed by the parties that, in determining any Taxes attributable to the 1999 Audit, Lane shall receive the full benefit of any reduction in U.S. federal alternative minimum Tax for any year arising in connection with the resolution of the 1999 Audit); and

(v) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing.

Notwithstanding the foregoing, Lane shall not indemnify, defend or hold harmless any GBC Entity, any of their respective Representatives, nor any of the heirs, executors, successors and assigns of any of the foregoing from any liability for Transfer Taxes incurred in connection with the Merger.

(b) GBC Indemnification . GBC shall be liable for, and shall indemnify, defend and hold harmless Lane, each other Lane Entity, each of their respective Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all Losses and Expenses arising as a result of or in connection with:

(i) all Taxes imposed on any GBC Entity (other than Taxes imposed with respect to any Combined Group);

(ii) all Taxes imposed with respect to any Combined Group, to the extent such Taxes are allocable to a GBC Entity under Section 3.04;

(iii) without duplication of any liability GBC otherwise has under this Agreement, any recapture of dual consolidated losses (within the meaning of Section 1503 of the Code and applicable Treasury Regulations), including any associated interest charge, relating to GBC or any Person in which GBC directly or indirectly owned or owns an interest (including any actual or deemed branch or unit thereof or relating thereto) (including any Losses or reasonable Expenses arising as a result of or in connection with any closing or other agreement entered into in connection therewith);

(iv) the breach by GBC, or any other GBC Entity, of any representation, warranty, covenant or obligation under this Agreement;

(v) all Transfer Taxes incurred in connection with the Merger; and

(vi) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing.

For the avoidance of doubt, it is understood and agreed that GBC shall be liable for, and shall indemnify, defend and hold harmless Lane, each other Lane Entity, each of their respective Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing, from and against the imposition of Taxes or the reduction or impairment of net operating losses or other Tax attributes (and any and all Losses and Expenses relating thereto) arising as a result of or in connection with any distributions from non-U.S. GBC Entities.

Section 4.02 Notice of Indemnity . Whenever a party hereto (hereinafter an “ Indemnitee ”) becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would require a payment hereunder by the other party (hereinafter an “ Indemnity Issue ”), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the “ Indemnitor ”) of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or any of its Entities is actually prejudiced by such failure to give notice.

Section 4.03 Payments .

(a) Time for Payment . Except as otherwise provided in this Section 4.03, any indemnity payment required to be made pursuant to this Agreement shall be paid within thirty days after the indemnified party makes written demand upon the indemnifying party, provided that, in the case of any indemnity payment relating to Taxes required to be paid, in no event shall such payment be required to be made earlier than five business days prior to the date on which the relevant Taxes (including estimated Taxes) are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant Tax Authority.

(b) Deductible . Notwithstanding the foregoing, an indemnifying party shall be required to make indemnity payments due pursuant to this Agreement only if the aggregate amount of indemnity payments due from the indemnifying party exceeds $100,000, but if the aggregate amount of all such payments exceeds that amount, then the indemnifying party shall make a payment of the entire amount of indemnity payments due hereunder.

(d) Right to Offset . Any party making a payment under this Agreement shall have the right to reduce any such payment by any undisputed amounts owed to it by the other party to this Agreement.

(e) Characterization of Payments . It is the intention of the parties to this Agreement that payments made pursuant to this Agreement are to be treated as relating back to the time immediately prior to the Merger as an adjustment to capital ( i . e ., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

Section 4.04 Tax Contests .

(a) General . The Indemnitor and its Representatives, at the Indemnitor’s expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has economic responsibility under this Agreement for the Tax issue that is the subject of the contest (the “ Responsible Party ”) with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and similar proceedings; provided , however , that if the amount of the increase of any adjustment would have a material

impact on the earnings or financial condition of the non-Responsible Party, then the non-Responsible Party must consent to any such adjustment, which consent shall not be unreasonably withheld or delayed. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party’s interests into account.

(b) 1999 Audit . Notwithstanding Section 4.04(a), Lane shall have the sole right, at its expense, to conduct any and all proceedings relating to the 1999 Audit and shall have the sole right to decide as between the parties hereto how the 1999 Audit shall be dealt with and finally resolved and shall control all proceedings with respect thereto.

Section 4.05 Change in Law . Notwithstanding the agreement with respect to reporting of Tax items and the claiming of the deductions set forth in Article 4 of this Agreement, none of the GBC Entities nor any of the Lane Entities shall have any obligation to report any such Tax items or claim such deductions as set forth in such Article in the event that either such party determines, based on an opinion of nationally recognized tax counsel, which opinion shall be reasonably satisfactory to the other party, that there is no substantial authority to support reporting such Tax items or claiming such deductions on a Tax Return filed by such party as a result of a change in or amendment to any law or regulation, or any change in the official interpretation thereof, effective or occurring after the date of this Agreement, and such Entities provide prompt notice to the other Entities of any such determination.

Section 4.06 Interest Charge for Late Payments . Any amount due and owing by one party to the other party pursuant to this Agreement that is not paid when due shall bear interest from the due date thereof until paid at a rate equal to the short-term applicable federal rate in effect on the date such payment was required to be made.

ARTICLE V

LOSSES; AMT CREDITS

Section 5.01 Net Operating Losses – Pre-2005 . At the time of each Measurement Date occurring after the Merger Date with respect to each U.S. federal income taxable year for the Combined Group ending on or before December 31, 2004, a determination shall be made for each Subgroup of the amount (if any) by which such Subgroup’s Pre-2005 Subgroup Assumed NOLs exceed such Subgroup’s Pre-2005 Subgroup NOLs (any such excess, an “ NOL Shortfall ”, and the Subgroup with respect to which such NOL Shortfall exists, the “ Impaired Subgroup ”). If with respect to a Measurement Date there is an NOL Shortfall, the Impaired Subgroup shall be entitled to an indemnification payment from the other Subgroup (the “ Indemnifying Subgroup ”), if and to the extent that such NOL Shortfall was caused by an Adjustment Event occurring with respect to a member of the Indemnifying Subgroup; provided , however , that in the case of the Measurement Date occurring in connection with filing the Combined Group’s 2004 U.S. federal income Tax Return, an NOL Shortfall shall be deemed to exist with respect to a Subgroup only to the extent the NOL Shortfall exceeds 10% of the Pre-2005 Subgroup Assumed NOLs of the Impaired Subgroup at the time of such Measurement

Date. Indemnification pursuant to this Section 5.01 shall equal 35% of the NOL Shortfall and shall be payable upon written request of the Impaired Subgroup to the Indemnifying Subgroup providing reasonable detail of the calculation of the NOL Shortfall, but in no event earlier than thirty (30) days following the relevant Measurement Date. It is understood and agreed that any amount owing under this section shall be payable without regard to when the NOLs impaired actually would have been utilized.

Section 5.02 2005 Tax Savings; Net Operating Losses – 2005 .

(a) General . At the time of each Measurement Date occurring in connection with the 2005 U.S. federal income taxable year for a Combined Group, (i) the 2005 Subgroup Hypothetical Tax Liability will be calculated for the GBC Subgroup’s taxable year ending on the Merger Date and for the Lane Subgroup’s 2005 taxable year and (ii) the 2005 Combined Group Hypothetical Tax Liability will be calculated for a Combined Group’s 2005 taxable year.

(b) 2005 Tax Savings . The “ 2005 Tax Savings ” with respect to a 2005 Tax Return filed by a Combined Group shall equal the excess, if any, of (x) the sum of the 2005 Subgroup Hypothetical Tax Liabilities for each of the Subgroups, over (y) the 2005 Combined Group Hypothetical Tax Liability with respect to such Tax Return. If there exists 2005 Tax Savings with respect to such Tax Return, the Subgroup which realizes the benefit of such Tax Savings shall pay an amount equal to 100% of such Tax Savings to the Subgroup generating the items of loss, deduction or credit which produced such Tax Savings. Any amount payable under this Section 5.02(b) shall be payable upon written request of the party entitled to payment providing reasonable detail of the calculation of the 2005 Tax Savings, but in no event earlier than thirty (30) days following the relevant Measurement Date occurring in connection with the Combined Group’s 2005 U.S. federal income Tax Return.

(c) Subgroup Post-Merger NOLs . At the time of each Measurement Date occurring in connection with the 2005 U.S. federal income taxable year for the Combined Group, a determination shall be made for each Subgroup of the amount (if any) by which the Subgroup Assumed Post-Merger NOLs of such Subgroup exceed its Subgroup Post-Merger NOLs. If, with respect to a Subgroup, any such excess exists, the other Subgroup shall pay to such Subgroup having such excess an amount equal to 35% of the amount of such excess; provided , however , that payments made under this Section 5.02(c) shall be reduced to take into account any payments previously made with respect to any prior Measurement Date occurring in connection with the 2005 U.S. federal income taxable year for the Combined Group. Any amount payable under this Section 5.02(c) shall be payable upon written request of the party entitled to payment providing reasonable detail of the calculation of the amount owing, but in no event earlier than thirty (30) days following the relevant Measurement Date occurring in connection with the 2005 U.S. federal income taxable year for the Combined Group. It is understood and agreed that any amount owing under this section shall be payable without regard to when the NOLs impaired actually would have been utilized.

Section 5.03 AMT Credit Carryforwards . It is the intention of the parties that any U.S. federal alternative minimum tax credit carryforwards of the Combined Group existing

on the Merger Date shall be one-half for the benefit of GBC Entities and one half for the benefit of Lane Entities, and each party agrees to indemnify the other party if, pursuant to the Code and Treasury Regulations, such other party receives less than its share of such credit.

Section 5.04 Recomputed Payments . Upon a Measurement Date occurring in connection with a taxable year, the amounts payable by a party under this Agreement shall be recomputed take into account all relevant factors, including any (i) adjustment or amendment to items of income, gain, loss or deduction with respect to such taxable year or any preceding taxable year and (ii) prior payments made by each party pursuant to this Agreement. If, taking into account such recomputation, the net amount payable by a party differs from the net amount paid by such party as of such Measurement Date, one party shall reimburse the other party to the extent necessary to eliminate such difference.

Section 5.05 Verification . Any question relating to the determination of any amount payable under this Article V shall be submitted, in writing, for resolution by the firm or firms of independent certified public accountants regularly engaged by the parties. If such firm or firms are unable to resolve such question within 60 days of its submission, such question shall be submitted, in writing, to another firm of independent certified public accountants selected by the parties for such purpose, and the opinion of such other firm shall be binding on all parties concerned. The costs of such procedure shall be divided equally among the parties presenting the question.

ARTICLE VI

COOPERATION AND EXCHANGE OF INFORMATION

Section 6.01 Inconsistent Actions . Each party to this Agreement agrees to, and to cause each of its relevant Entities to, in the absence of a controlling change in law or circumstances, report the Merger as a reorganization described in Section 368 of the Code on all Tax Returns and other filings. GBC agrees to, and to cause each of its relevant Entities to, use its best efforts to ensure that the Merger receives such treatment for U.S. federal income Tax purposes and that, unless it has obtained the prior written consent of the other party, it (and its Entities) shall not take any action inconsistent with, or fail to take any action required by, the Merger Agreement.

Section 6.02 Cooperation and Exchange of Information .

(a) General . Each party hereto agrees to provide, and to cause each of its Entities to provide, such cooperation and information as such other party shall request, on a timely basis, in connection with the preparation or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement (including any cooperation required to carry out the intentions of the parties as set forth in the preamble); provided , however , that, subject to Section 6.02(b), neither party shall be obligated to provide the

other party Tax Returns, documentation or other information of a proprietary or confidential nature for purposes of verifying any calculation, and provided further, that in any such case where one party does not provide the other party with Tax Returns, documentation or information because it is proprietary or confidential, both parties shall cooperate in developing mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, documentation or information for purposes of verifying such calculation. To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall include the non-exclusive designation of an officer of Lane as an officer of GBC and each of its affiliates for the purpose of signing Tax Returns, cashing refund checks, pursuing refund claims, dealing with Tax Authorities and defending audits, as well as promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the GBC Entities for the Pre-Merger Taxable Period and providing copies of all relevant Tax Returns for the Pre-Merger Taxable Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Tax Authorities, including foreign Tax Authorities, and records concerning the ownership and Tax basis of property, which either party may possess. Subject to the rights of the GBC Entities under the other provisions of this Agreement, such officer shall have the authority to execute powers of attorney (including Form 2848) on behalf of each of the GBC Entities with respect to Tax Returns for the Pre-Merger Taxable Period. Each party to this Agreement shall make, or shall cause its affiliates to make, its employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder.

(b) 1999 Audit . Without limiting the generality of Section 6.02(a) and Section 6.03, GBC agrees that it shall, and that it shall cause each GBC Entity to, provide such information and cooperation as Lane reasonably determines shall be reasonably necessary to allow Lane to effectively and fully contest any assertions made by the IRS, and to respond to any document requests or other inquiries made by the IRS, in each case arising out of or relating to the 1999 Audit including, without limitation, upon reasonable notice by Lane: (i) providing on a timely basis to Lane all documents, Tax Returns, appraisals, workpapers and other information as shall be requested by Lane, (ii) affording to Lane and its Representatives all reasonable access, during normal business hours, to all the properties, books, contracts, records and personnel of GBC and each GBC Entity and making available to Lane or its designated Representatives all information concerning the business and properties of GBC and each GBC Entity, in each case as may be reasonably relevant to any of the issues raised in, or positions asserted by either party in connection with, the 1999 Audit, (iii) granting to Lane and/or its designated Representatives any powers of attorney reasonably requested by Lane in connection any proceeding relating to the 1999 Audit, and (iv) notifying Lane of any communication received from any Tax Authority relating directly or indirectly to the 1999 Audit.

Section 6.03 Tax Records .

(a) General . Lane and GBC agree to (and to cause each of their respective Entities to) (i) retain all Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations

promulgated thereunder relating thereto existing on the date hereof or created through the Merger Date, for a period of at least ten years following the Merger Date and (ii) allow the other party to this Agreement, at times and dates reasonably acceptable to the retaining party, to inspect, review and make copies of such records, as such other party may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days’ prior written notice to the other party, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting party, the party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the party requesting such records.

(b) Failure to Comply . Notwithstanding anything in this Agreement to the contrary, if any party fails to comply with the requirements of Section 6.02(b) or Section 6.03(a) hereof, the party failing so to comply shall be liable for, and shall hold the other party, harmless from, any Taxes (including penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such party’s failure to comply.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Entire Agreement; Construction . This Agreement and the Merger Agreement, including any annexes, schedules and exhibits hereto or thereto, and other agreements and documents referred to herein and therein, will together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter. Notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there is a conflict relating to Taxes between the provisions of this Agreement and the provisions of the Merger Agreement, the provisions of this Agreement will control.

Section 7.02 Effectiveness . All covenants and agreements of the parties contained in this Agreement shall be subject to and conditioned upon the Merger becoming effective.

Section 7.03 Survival of Agreements . Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement will remain in full force and effect and survive the Merger Date.

Section 7.04 ACCO . ACCO hereby absolutely, unconditionally and irrevocably guarantees to Lane and its successors and assigns, the due and punctual payment and performance of all obligations of GBC hereunder. The obligations of ACCO hereunder shall not be discharged, impaired or otherwise affected by the failure of Lane to assert any claim or demand against GBC or enforce any remedy hereunder. Notwithstanding the foregoing, nothing in this Section 7.04 shall create any liabilities or obligations for ACCO to the extent that GBC would not have liability or otherwise be responsible to Lane hereunder, and ACCO shall have the right to assert as a defense to any of its obligations hereunder any defense that would be available to it had it duly authorized and entered into the obligations hereunder directly.

Section 7.05 Dual Consolidated Losses . Lane, GBC and ACCO acknowledge that GBC will seek to qualify the Merger for the exception to “triggering event” status under Treas. Reg. § 1.1503-2(g)(2)(iv)(B)(1)(i). In connection with qualifying the Merger for such exception, Lane and ACCO agree that, upon the request of GBC, each of them (i) shall enter into a “closing agreement” (in customary form and substance) with the IRS pursuant to Treas. Reg. § 1.1503-2(g)(2)(iv)(B)(3) and (ii) shall take such other actions reasonably requested by GBC, provided such other actions are necessary to qualify the Merger for such exception and do not have any adverse impact on Lane which is not fully indemnified by GBC and ACCO in a manner reasonably acceptable to Lane.

Section 7.06 Governing Law . This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

Section 7.07 Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) upon confirmation of receipt if delivered by telecopy or telefacsimile, (iii) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (iv) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)

If to Lane to

Lane Industries, Inc.

1200 Shermer Rd. 4 ^th Fl.

Northbrook, IL 60062

Fax: (847) 498-2104

Attention: Richard Fabbrini

with a copy to: Tom Lowry

and

Sidley Austin Brown & Wood LLP

10 South Dearborn

Chicago, Illinois 60603

Fax: (312) 853-7036

Attention: Larry A. Barden, Esq.

Sharp Sorensen, Esq.

(b)

If to GBC to

GBC Corporation

One GBC Plaza

Northbrook, IL 60062

Fax: (847) 291-5900

Attention: Steven Rubin, Esq.

with a copy to: Elizabeth Boos

and

Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates

333 West Wacker Drive

Chicago, Illinois 60606

Fax: (312) 407-0411

Attention: William Kunkel, Esq.

Maxwell Miller, Esq.

(c)

If to ACCO to

ACCO World Corporation

300 Tower Parkway

Lincolnshire, Illinois 60069

Fax: (847) 484-4495

Attention: President

Section 7.08 Consent to Jurisdiction . Each of Lane and GBC irrevocably agrees that any legal action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or

state court located in the State of Delaware, and each of Lane and GBC hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of Lane and GBC hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable laws, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 7.09 Amendments . This Agreement cannot be amended, modified or supplemented except by a written agreement executed by Lane and GBC.

Section 7.10 Assignment . Neither party to this Agreement will convey, assign or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party in its sole and absolute discretion. Any conveyance, assignment or transfer requiring the prior written consent of the other party pursuant to this Section 6.08 which is made without such consent will be void ab initio . No assignment of this Agreement will relieve the assigning party of its obligations hereunder.

Section 7.11 Captions; Currency . The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered articles or sections are to articles and sections of this Agreement and all references herein to schedules are to schedules to this Agreement. Unless otherwise specified, all references contained in this Agreement, in any schedule referred to herein or in any instrument or document delivered pursuant hereto to dollars or “$” shall mean U.S. dollars.

Section 7.12 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the transactions contemplated hereby is affected in any manner adverse to any party as a result thereof, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

Section 7.13 Parties in Interest . Except for the provisions of Article IV relating to Tax Indemnification, this Agreement is solely for the benefit of the parties hereto and their respective Entities, and their respective successors and permitted assigns and should not be deemed to confer upon third parties (including any employee of Lane or GBC or of any Lane or GBC subsidiary) any remedy, claim, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 7.14 Schedules . All schedules attached hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Capitalized terms used in the schedules hereto but not otherwise defined therein will have the respective meanings assigned to such terms in this Agreement.

Section 7.15 Waivers; Remedies . Any agreement on the part of a party hereto to any waiver of any provision of this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party. No failure or delay by any party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties may otherwise have at law or in equity.

Section 7.16 Counterparts . This Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.

Section 7.17 Performance . Each party hereto will cause to be performed, and hereby guarantees the performance of all actions, agreements and obligations set forth herein to be performed by any subsidiary or any of such party’s Entities.

Section 7.18 Interpretation . Any reference to any federal, state, local, or foreign law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof “, “herein”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement and (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties as of the date first hereinabove written.


LANE INDUSTRIES, INC.

By:		/s/ Richard Fabbrini
Name:		Richard Fabbrini
Title:		Senior Vice President and Chief Financial Officer

GENERAL BINDING CORPORATION

By:		/s/ Steven Rubin
Name:		Steven Rubin
Title:		Vice President, Secretary and General Counsel

ACCO WORLD CORPORATION

By:		/s/ David D. Campbell
Name:		David D. Campbell
Title:		Chairman, President and Chief Executive Officer

Exhibit 99.1

ACCO BRANDS CORPORATION ANNOUNCES COMPLETION OF SPIN-OFF/MERGER

— Transactions Create One of World’s Largest Suppliers of Branded Office Products —

— ACCO Brands Trading on NYSE Under Symbol ABD —

Lincolnshire, IL, August 17, 2005 – Following the completion of its spin-off/merger, ACCO Brands Corporation (NYSE: ABD) today announced that its common stock began trading on the New York Stock Exchange under the ticker symbol ABD. ACCO Brands is a newly-created company formed through the spin-off of Fortune Brands’ ACCO World Office Products unit and its merger with General Binding Corporation (GBC), which was completed early this morning.

ACCO Brands is a world leader in branded office products, and its portfolio of industry-leading brands includes Swingline, Kensington, Wilson Jones, Quartet, GBC, and Day-Timer, among others. With annual revenues of nearly $2 billion, the Company markets its products in more than 100 countries across the globe and employs approximately 8,000 people worldwide.

David Campbell, ACCO Brands’ Chairman and Chief Executive Officer, said, “Today marks the start of what we expect will be an exciting future for ACCO Brands, as we focus on stepped-up innovation as well as low-cost supply chains and shared services. Approximately 85% of our sales are from brands with number one or number two market positions. Our broad portfolio of leading brands, worldwide distribution reach, and shared services capability are unique in the industry. We will immediately begin executing our detailed integration plans, which includes achieving the previously-disclosed annual target of $40 million in net cost synergies by the end of 2007.

“As proven operators with a scalable business model and strong cash generation, we plan to reduce our debt levels during the integration period. Longer-term, while maintaining our focus on internal growth, we will pursue targeted, high-return acquisitions, leveraging our existing infrastructure in the large and fragmented office products industry.”

Under the terms of the spin-off and merger, Fortune Brands shareholders will receive one share of ACCO Brands stock for every 4.255 shares of Fortune Brands stock they hold while retaining their Fortune Brands stock. GBC shareholders will receive one ACCO Brands share for each GBC share they own. Immediately following the merger, there were approximately 52.2 million shares of ACCO Brands common stock outstanding.

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About ACCO Brands

ACCO Brands Corporation (NYSE: ABD) is a world leader in branded office products, with annual revenues of nearly $2 billion. Its industry-leading brands include Swingline, Kensington, Wilson Jones, Quartet, GBC, and Day-Timer, among others. Under the GBC brand, the Company is also a leader in the professional printing market.

Forward-Looking Statements

This press release contains statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of ACCO Brands, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” or similar

expressions. ACCO Brands’ ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted. ACCO Brands undertakes no obligation to update these forward-looking statements in the future. Among the factors that could cause plans, actions and results to differ materially from current expectations are: competition within the office products, document finishing and film lamination industries; the effects of economic and political conditions; the ability of distributors to successfully market and sell our products; the availability and price of raw materials; dependence on certain suppliers of manufactured products; the effect of consolidation in the office products industry; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; as well as other risks and uncertainties detailed from time to time in ACCO Brands’ Securities and Exchange Commission filings.

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Contact:

Media Relations:

Rich Nelson

847-484-3030

Investor Relations:

Jennifer Rice

847-484-3020

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ACCO BRANDS CORPORATION – FACTS AT A GLANCE


Headquarters:		Lincolnshire, Illinois

Chairman/Chief Executive Officer:		David D. Campbell

Chief Financial Officer:		Neal V. Fenwick

Chief Operating Officer, Office Products Group:		Dennis L. Chandler

Worldwide Employees:		Approximately 8,000

Exchange/Ticker Symbol:		NYSE/ABD

Key Investor Highlights:

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World-leading, “pure play” supplier of branded office products

$1.9 billion in annual net sales

$60.1 million in 2004 pro forma net income

Implied enterprise value of $2.1 billion

Strong cash flow generation

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Global base of retail customers and consumers throughout the world

Key vendor to industry mega-customers

46% of revenues generated from non-U.S. markets

Products marketed in over 100 countries

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Highly cost-competitive supplier with a global, state-of-the-art supply chain

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Estimated annual synergies of $40 million expected within three years

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Focused on Innovation: Constant consumer research drives valuable new product innovations

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Long-term growth goals:

Sales in low to mid single digits

Operating income in mid to high single digits

EPS in double digits (before non-recurring charges/gains)

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Consumer Business: Product Categories and Leading Brands


*Product Category*		*Leading Brands*
Workspace Tools (including staplers, shredders, punches and trimmers)
Computer Accessories (including mice, trackballs, keyboards, computer security devices and mobile accessories)
Visual Communication (including white boards, easels, overhead projectors, transparencies and screens)
Document Communication (including sheet protectors, report covers, and binding and laminating machines and supplies)
Storage & Organization (including binders, filing systems, storage boxes, labels, clips and fasteners, and accounting supplies)

Commercial Business: Product Categories and Leading Brands


*Product Category*		*Leading Brands*
Digital Print Finishing (including wide format lamination, professional-grade binding systems and development of new films and media)
Films (including high-speed laminating systems)
Document Finishing (including high-end binding and laminating systems and supplies)
Time Management (including personal organization and time management products, including time management software, planners and calendars)