8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 19, 2012

ACCO BRANDS CORPORATION

(Exact name of registrant as specified in its 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	60069	(847) 541-9500
(Address of Principal Executive Offices)	(Zip Code)	(Registrant’s telephone number, including area code)

N/A

(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:

x 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))

Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, on November 17, 2011, ACCO Brands Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MeadWestvaco Corporation, a Delaware corporation (“MWV”), Monaco SpinCo Inc., a Delaware corporation and newly organized, wholly-owned subsidiary of MWV (“Spinco”) and Augusta Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company will acquire the Consumer and Office Products business (the “C&OP Business”) of MWV through a Reverse Morris Trust transaction. Pursuant to the provisions of the Separation Agreement entered into in connection with the Merger Agreement (the “Separation Agreement”), dated as of November 17, 2011, between MWV and Spinco, MWV will transfer the C&OP Business to Spinco and thereafter, MWV will spin off Spinco to its stockholders by distributing to MWV stockholders all of the issued and outstanding shares of Spinco held by MWV (the “Distribution”) prior to the acquisition of the C&OP Business by the Company. Immediately after the Distribution, Merger Sub will merge with and into Spinco (the “Merger”). Following completion of the Merger, Spinco (which at that time will hold the C&OP Business) will be a wholly owned subsidiary of the Company. The Company expects to complete the transactions contemplated by the Merger Agreement and the Separation Agreement in the first half of 2012.

On March 19, 2012, the Company, MWV, Spinco and Merger Sub entered into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment”). The Merger Agreement Amendment provides that:

• immediately following the effective time of the Merger, the Company will cause Spinco to be merged with and into Mead Products LLC, a direct, wholly owned subsidiary of the Company (“Mead Products”), with Mead Products continuing as the surviving entity (the “LLC Merger”);

• the two nominees selected by MWV to serve on the Company Board of Directors (the “Board”) following completion of the Merger will be appointed to the Board as soon as practicable following the 2012 annual meeting of the Company’s stockholders; provided, however, in the event the 2012 annual meeting of the Company’s stockholders is held before the effective time of the Merger, the two MWV nominees will be appointed to the Board as soon as practicable following the effective time of the Merger; and

• on or prior to the date that is three (3) business days prior to the record date of the Distribution, the Company will prohibit the holders of options to purchase Company common stock pursuant to the Company stock plan from exercising such options until after the closing of the Merger.

The Merger Agreement Amendment also provides for a number of amendments to the tax-related provisions in the Merger Agreement in connection with the LLC Merger.

Additionally, on March 19, 2012, MWV and Spinco entered into Amendment No. 1 to the Separation Agreement (the “Separation Agreement Amendment”). Pursuant to the terms of the Separation Agreement Amendment, certain provisions in the Separation Agreement relating to working capital adjustment matters and in connection with the LLC Merger described above were amended.

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The foregoing descriptions of the Separation Agreement Amendment and the Merger Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to such agreements which are filed as Exhibit 2.1 and Exhibit 10.1 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Amendment No. 1, dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of November 17, 2011, by and among MeadWestvaco Corporation, Monaco SpinCo Inc., ACCO Brands Corporation and Augusta Acquisition Sub, Inc.
10.1	Amendment No. 1, dated as of March 19, 2012, to the Separation Agreement, dated as of November 17, 2011, by and among MeadWestvaco Corporation and Monaco SpinCo Inc.

Forward-Looking Statements

This Current Report contains certain statements which may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties, are made as of the date hereof and the Company assumes no obligation to update them. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Because actual results may differ from those predicted by such forward-looking statements, you should not place undue reliance on them when deciding to buy, sell or hold the Company’s securities. Forward-looking statements relating to the Merger include, but are not limited to: statements about the benefits of the proposed merger, including future financial and operating results, the Company’s plans, objectives, expectations and intentions; the expected timing of completion of the Merger; and other statements relating to the Merger that are not historical facts. With respect to the Merger, important factors could cause actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to: risks and uncertainties relating to the ability to obtain the requisite Company shareholder approval; the risk that the Company or MWV may be unable to obtain governmental and regulatory approvals required for the Merger, the risk that a condition to closing of the Merger may not be satisfied; the length of time necessary to consummate the Merger; the risk that the cost savings and any other synergies from the Merger may not be fully realized or may take longer to realize than expected and the impact of additional indebtedness. These risks, as well as other risks associated with the Merger, are more fully discussed in the Registration Statement on Form S-4/A filed with the SEC on March 20, 2012.

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Additional Information

In connection with the proposed acquisition of the Mead C&OP Business, the Company filed a preliminary registration statement on Form S-4/A with the SEC on March 20, 2012, but this registration statement has not been declared effective. This registration statement, as may be further amended, includes a proxy statement of the Company that also constitutes a prospectus of the Company, and will be sent to the shareholders of the Company. Shareholders are urged to read the proxy statement/prospectus and any other relevant documents when they become available, because they will contain important information about the Company and the proposed merger. The proxy statement/prospectus and other documents (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. The proxy statement/prospectus and other documents (when they are available) can also be obtained free of charge from the Company upon written request to ACCO Brands Corporation, Investor Relations, 300 Tower Parkway, Lincolnshire, Illinois 60069, or by calling (847) 484-3020.

This communication is not a solicitation of a proxy from any security holder of the Company. However, the Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed merger under the rules of the SEC. Information about the directors and executive officers of the Company may be found in its 2011 Annual Report on Form 10-K filed with the SEC on February 23, 2012, Form 10-K/A filed with the SEC on March 15, 2012 and March 20, 2012, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on April 4, 2011.

[Signature Page Follows]

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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
Date: March 22, 2012	By:	/s/ Steven Rubin
	Name:	Steven Rubin
	Title:	Senior Vice President, Secretary and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 1, dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of November 17, 2011, by and among MeadWestvaco Corporation, Monaco SpinCo Inc., ACCO Brands Corporation and Augusta Acquisition Sub, Inc.
10.1	Amendment No. 1, dated as of March 19, 2012, to the Separation Agreement, dated as of November 17, 2011, by and among MeadWestvaco Corporation and Monaco SpinCo Inc.

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1

TO THE

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (this “Amendment”), dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of November 17, 2011 (the “Merger Agreement”), by and among MeadWestvaco Corporation, a Delaware corporation (“MWV”), Monaco SpinCo Inc., a Delaware corporation (“Spinco”), ACCO Brands Corporation, a Delaware corporation (the “Company”), and Augusta Acquisition Sub, Inc., a Delaware corporation and wholly owned Subsidiary of the Company (“Merger Sub”).

WHEREAS, the parties hereto are parties to the Merger Agreement;

WHEREAS, in connection with the transactions contemplated by the Transaction Agreements, the parties intend that Mead Products LLC, a direct, wholly owned Subsidiary of the Company (“Mead Products”), and the Surviving Corporation shall enter into an agreement and plan of merger (the “LLC Merger Agreement”), pursuant to which immediately after the Effective Time, the parties thereto will effect the merger of the Surviving Corporation with and into Mead Products (the “LLC Merger”), with Mead Products continuing as the surviving entity, all upon the terms and subject to the conditions to be set forth in the LLC Merger Agreement;

WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth herein; and

WHEREAS, Section 10.4 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions; References. Unless otherwise specifically defined herein, each term used herein, including the Recitals hereto, shall have the meaning assigned to such term in the Merger Agreement as amended by this Amendment. Each reference in the Merger Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Merger Agreement as amended by this Amendment except that references to “the date hereof” and to “the date of this Agreement” shall remain references to the date of the original Merger Agreement.

ARTICLE II

AMENDMENTS TO MERGER AGREEMENT

Section 2.1 Amendments to Merger Agreement. The Merger Agreement shall be amended as follows:

(a) The second recital of the Merger Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, (i) concurrently with the execution of this Agreement, MWV and Spinco entered into the Separation Agreement in the form attached hereto as Exhibit A, which was subsequently amended by that Amendment No. 1 to the Separation Agreement, dated March 19, 2012 (as amended, the “Separation Agreement”), pursuant to which MWV will transfer or cause to be transferred to Spinco or one or more Spinco Subsidiaries all of the Spinco Assets, Spinco or one or more Spinco Subsidiaries will assume or cause to be assumed all of the Spinco Liabilities, and Spinco will issue Spinco Common Stock to MWV and pay the Special Dividend to MWV, all upon the terms and subject to the conditions set forth in the Separation Agreement (the “Spinco Reorganization”), and (ii) in connection with the transactions contemplated by the Transaction Agreements, the Company intends to cause Mead Products LLC, a direct, wholly owned Subsidiary of the Company (“Mead Products”), to enter into an agreement and plan of merger with the Surviving Corporation (the “LLC Merger Agreement”) pursuant to which immediately after the Effective Time, the parties thereto will effect the merger of the

Surviving Corporation with and into Mead Products (the “LLC Merger”), with Mead Products continuing as the surviving entity, all upon the terms and subject to the conditions to be set forth in the LLC Merger Agreement;

(b) The ninth recital of the Merger Agreement is hereby amended and restated in its entirety, as follows:

WHEREAS, the parties to this Agreement intend that, for U.S. federal income tax purposes, the Spinco Reorganization and Distribution, taken together, will qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), and that the Merger and the LLC Merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code.

(c) A new Section 1.106 is hereby added to the Merger Agreement as follows and all the succeeding sections contained in Article I shall be renumbered accordingly:

“LLC Merger” shall have the meaning set forth in the Recitals hereto.

(d) A new Section 1.107 is hereby added to the Merger Agreement as follows and all the succeeding sections contained in Article I shall be renumbered accordingly:

“LLC Merger Agreement” shall have the meaning set forth in the Recitals hereto.

(e) A new Section 1.111 is hereby added to the Merger Agreement as follows and all the succeeding sections contained in Article I shall be renumbered accordingly:

“Mead Products LLC” shall have the meaning set forth in the Recitals hereto.

(f) Section 2.6(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

(a) The Company Board shall take all action necessary such that, as soon as practicable following the 2012 annual meeting of Company stockholders, the Company Board shall be increased by two members, and two persons selected by MWV and approved by the Corporate Governance and Nominating Committee of the Company Board (such approval not to be unreasonably withheld, conditioned or delayed) shall be appointed to fill the vacancies created; provided however, in the event the 2012 annual meeting of Company stockholders is held before the Effective Time, the Company Board shall take the actions described in the immediately preceding clause as soon as practicable following the Effective Time.

(g) Section 6.10(i) of the Merger Agreement is hereby amended and restated in its entirety as follows:

(i) None of MWV, Spinco and their respective Subsidiaries has taken or agreed to take any action that is reasonably likely to (nor is any of them aware of any agreement, plan or other circumstance that would) prevent (i) the Spinco Reorganization and Distribution, taken together, from qualifying as a reorganization within the meaning of Section 368(a)(1)(D) of the Code or (ii) the Merger and the LLC Merger, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

(h) Section 7.10(i) of the Merger Agreement is hereby amended and restated in its entirety as follows”

(i) Neither the Company nor any of the Company Subsidiaries has taken or agreed to take any action that is reasonably likely to (nor is any of them aware of any agreement, plan or other circumstance that would) prevent (i) the Spinco Reorganization and Distribution, taken together, from qualifying as a reorganization within the meaning of Section 368(a)(1)(D) of the Code or (ii) the Merger and the LLC Merger, taken together, from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

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(i) Section 8.3(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

(a) Prior to the Effective Time, and from time to time, each of MWV, Spinco and the Company agrees to use its reasonable best efforts to (a) cause the Spinco Reorganization and Distribution, taken together, to qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code; (b) cause the Merger and the LLC Merger, taken together, to qualify as a reorganization within the meaning of Section 368(a) of the Code; and (c) facilitate the issuance of the IRS D Reorganization Ruling and the IRS Debt Exchange Ruling, including by (i) in the case of MWV modifying or terminating the MWV Commitment Letter and (ii) in the case of the Company consenting to such changes to the MWV Commitment Letter, in each case as may be reasonably necessary or appropriate to facilitate the issuance of the IRS Debt Exchange Ruling. In the event that, as a result of any modification or termination effected as a result of this Section 8.3, the MWV Commitment Letter no longer provides for the exchange of Spinco Distribution Debt in full satisfaction of the MWV Debt (the “Trigger Event”), the Company shall use its reasonable best efforts to arrange and obtain a bridge facility from the lenders under the MWV Financing for the purpose of financing the Above Basis Amount of the Special Dividend as promptly as practicable following the occurrence of the Trigger Event, including using reasonable best effort to enter into definitive agreements with respect thereto.

(j) Section 8.8(c) of the Merger Agreement is hereby amended and restated in its entirety as follows:

(c) Merger Tax Opinions. MWV and Spinco, on the one hand, and the Company, on the other hand, shall cooperate with each other in obtaining, and shall use their respective reasonable best efforts to obtain, a written opinion of MWV Tax Counsel, in the case of MWV and Spinco, and Skadden, Arps, Slate, Meagher & Flom LLP, in the case of the Company (“Company Tax Counsel”), in form and substance reasonably satisfactory to MWV and the Company, respectively (each such opinion, a “Merger Tax Opinion”), dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the LLC Merger, taken together, will be treated as a reorganization within the meaning of Section 368(a) of the Code. Each of the Company, MWV and Spinco shall deliver to Company Tax Counsel and MWV Tax Counsel for purposes of the Merger Tax Opinions customary representations and covenants, including those contained in certificates of the Company, MWV, Spinco and others, reasonably satisfactory in form and substance to Company Tax Counsel and MWV Tax Counsel.

(k) Section 8.25 of the Merger Agreement is hereby amended and restated in its entirety as follows:

Section 8.25 Company Stock Option Exercise Prohibition. On or prior to the date that is three (3) Business Days prior to the record date of the Distribution, the Company shall prohibit the holders of options to purchase Company Common Stock pursuant to the Company Stock Plan from exercising such options until after the Closing and shall instruct the Company’s transfer and other agent to prohibit the holders of options to purchase Company Common Stock pursuant to the Company Stock Plan from exercising such options until after the Closing. MWV shall give the Company written notice of the record date of the Distribution at least two (2) Business Days prior to the establishment of such record date.

(l) A new Section 8.30 is hereby added to the Merger Agreement as follows:

Section 8.30. LLC Merger. Immediately following the Effective Time, the Company shall cause the Surviving Corporation to be merged with and into Mead Products in accordance with the applicable provisions of the Delaware Limited Liability Company Act and the DGCL.

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ARTICLE III

MISCELLANEOUS

Section 3.1 No Further Amendment. Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein.

Section 3.2 Effect of Amendment. This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

Section 3.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.

Section 3.4 Miscellaneous. Sections 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.11, 11.12 and 11.13 of the Merger Agreement shall apply to this Amendment mutatis mutandis.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, MWV, Spinco, the Company and Merger Sub have caused this Amendment to be signed by their respective officers hereunto duly authorized, all as of the date first written above

MEADWESTVACO CORPORATION
By:	/s/    E. Mark Rajkowski
Name:	E. Mark Rajkowski
Title:	Senior Vice President and Chief Financial Officer
MONACO SPINCO INC.
By:	/s/    E. Mark Rajkowski
Name:	E. Mark Rajkowski
Title:	President
ACCO BRANDS CORPORATION
By:	/s/    Steven Rubin
Name:	Steven Rubin
Title:	Senior Vice President, Secretary and General Counsel
AUGUSTA ACQUISITION SUB, INC.
By:	/s/    Steven Rubin
Name:	Steven Rubin
Title:	President

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

TO THE

SEPARATION AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”), dated as of March 19, 2012, to the Separation Agreement, dated as of November 17, 2011 (the “Merger Agreement”), by and between MeadWestvaco Corporation, a Delaware corporation (“MWV”) and Monaco SpinCo Inc., a Delaware corporation (“Spinco”).

WHEREAS, MWV and Spinco are parties to the Separation Agreement;

WHEREAS, MWV and Spinco desire to amend the Separation Agreement as set forth herein, and Acquirer desires to consent to such amendments; and

WHEREAS, Section 6.6 of the Separation Agreement provides for the amendment of the Separation Agreement in accordance with the terms set forth therein.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions; References. Unless otherwise specifically defined herein, each term used herein, including the Recitals hereto, shall have the meaning assigned to such term in the Separation Agreement as amended by this Amendment. Each reference in the Separation Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Separation Agreement as amended by this Amendment except that references to “the date hereof” and to “the date of this Agreement” shall remain references to the date of the original Separation Agreement.

ARTICLE II

AMENDMENTS TO SEPARATION AGREEMENT

Section 2.1 Amendments to Separation Agreement. The Separation Agreement shall be amended as follows:

(a) Recital 12 of the Separation Agreement is hereby amended and restated in its entirety as follows:

The Distribution will be carried out for the corporate business purpose of tailoring Spinco’s corporate structure to facilitate the Merger (which, together with the LLC Merger, for U.S. federal income tax purposes, is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code);

(b) Section 2.7(a) of the Separation Agreement is hereby amended and restated in its entirety as follows:

(a) The “U.S. TTM Target Working Capital” is $90.911 million; the “Brazil TTM Target Working Capital” is $BRL127.089 million and the “Canada TTM Target Working Capital” is $CAD16.973 million.;

(c) Section 2.7(g) of the Separation Agreement is hereby amended by removing the words “minus the Target Working Capital Amount, minus the Hong Kong Asset Price” after the definition of “Final Adjustment Payment” in the second sentence of Section 2.7(g).

(d) Section 3.3(b) of the Separation Agreement is hereby amended and restated in its entirety as follows:

(b) Parent has received an opinion from Wachtell, Lipton, Rosen & Katz, counsel to Parent, addressed to Parent and Spinco and dated as of the Distribution Date, to the effect that

(i) the Distribution will be treated as satisfying the business purpose requirement described in Treas. Reg. §1.355-2(b)(1);

(ii) the Distribution will not be treated as being used principally as a device for the distribution of earnings and profits of the distributing corporation or the controlled corporation or both under Section 355(a)(1)(B);

(iii) the stock of Spinco distributed in the Distribution will not be treated as other than “qualified property” by reason of the application of Section 355(e)(1); and

(iv) the Spinco Notes will constitute “securities” for purposes of the application of Section 361(a) (together with clauses (i), (ii), and (iii), the “Distribution Tax Opinion”),

provided, however, that Wachtell, Lipton, Rosen & Katz shall not be required to deliver the Distribution Tax Opinion if the Threshold Percentage (as defined in the Merger Agreement) is more than 49.5%;

(e) Article VII of the Separation Agreement is hereby amended to include the following definition immediately preceding the definition of “Losses”:

“LLC Merger” has the meaning set forth in the Merger Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 No Further Amendment. Except as expressly amended hereby, the Separation Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Separation Agreement or any of the documents referred to therein.

Section 3.2 Effect of Amendment. This Amendment shall form a part of the Separation Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Separation Agreement shall be deemed a reference to the Separation Agreement as amended hereby.

Section 3.3 Governing Law. This Amendment (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) is governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 3.4 Miscellaneous. Sections 6.2, 6.4, 6.8, 6.9, 6.10, 6.11, 6.12, 6.14, and 6.15 of the Separation Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, MWV and Spinco have caused this Amendment to be signed by their respective officers hereunto duly authorized, all as of the date first written above

MEADWESTVACO CORPORATION
By:	/s/ E. Mark Rajkowski
	Name: E. Mark Rajkowski Title: Senior Vice President and Chief Financial           Officer
MONACO SPINCO INC.
By:	/s/ E. Mark Rajkowski
	Name: E. Mark Rajkowski Title: President

CONSENTED TO BY:

ACCO BRANDS CORPORATION
By:	/s/ Steven Rubin
	Name: Steven Rubin Title: Senior Vice President, Secretary and General Counsel

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