0001193125-12-109950 Sample Contracts

AMENDMENT NO. 1 TO EMPLOYEE BENEFITS AGREEMENT
Employee Benefits Agreement • March 12th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware

This Amendment No. 1, dated as of March 5, 2012 (this “Amendment”), is by and among MeadWestvaco Corporation, a Delaware corporation (the “Parent”), Monaco SpinCo Inc., a Delaware corporation (“Spinco”), and ACCO Brands Corporation, a Delaware corporation (the “Company,” and together with Parent and Spinco, the “Parties”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Employee Benefits Agreement, dated as of November 17, 2011 (the “Employee Benefits Agreement”) by and among the Parties, and all references to Sections herein are references to Sections of the Employee Benefits Agreement, in each case unless otherwise noted.

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