EXHIBIT 10o3
ACCO WORLD CORPORATION
NORMAN H. WESLEY
TRUST AGREEMENT
THIS AGREEMENT, made as of the 1st day of July, 1994, among
NORMAN H. WESLEY, ACCO WORLD CORPORATION, a Delaware corporation (the
"Company"), and THE CHASE MANHATTAN BANK (National Association),
incorporated under the laws of the United States of America (the
"Trustee").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company has incurred and expects to continue to
incur certain retirement income liability to or with respect to NORMAN
H. WESLEY (the "Executive") pursuant to the terms of the Company's
Supplemental Retirement Plan (including the supplemental profit-sharing
provisions therein) (herein referred to as the "Plan"); and
WHEREAS, the Company desires to provide additional assurance
to the Executive that his rights under the Plan will in the future be
met or substantially met by application of the procedures set forth
herein; and
WHEREAS, the Executive and the Company wish to establish with
the Trustee a trust for the benefit of the Executive in order to
provide a source of payments of the benefits payable to the Executive
under the terms of the Plan;
NOW, THEREFORE, in consideration of the premises and mutual
and independent promises herein, the parties hereto covenant and agree
as follows:
ARTICLE I
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1.1 The Executive and the Company hereby establish with the
Trustee a Trust consisting of such sums of money and such property
acceptable to the Trustee as shall from time to time be paid or
delivered to the Trustee by the Company and the earnings and profits
thereon. All such money and property, all investments made therewith
and proceeds thereof, less the payments or other distributions which,
at the time of reference, shall have been made by the Trustee, as
authorized herein, are referred to herein as the "Fund" and shall be
held by the Trustee, IN TRUST, in accordance with the provisions of
this Agreement. The Trust shall be solely for the purpose of providing
benefits under the Plan with respect to the Executive, and neither the
Company nor any creditors of the Company shall have any interest in the
Fund.
1.2 The Trustee shall hold, manage, invest and otherwise
administer the Fund pursuant to the terms of this Agreement. The
Trustee shall be responsible only for contributions actually received
by it hereunder and shall have no responsibility for the correctness of
the amount thereof. Upon the establishment of this Trust, and from
time to time thereafter, the Company may contribute to the Trust,
unless otherwise directed by the Executive to make such contributions
to a segregated account established with the Trustee or other bank,
trust company or other financial institution by or for the benefit of
the Executive pursuant to the Plan ("Segregated Account"), such amount
in cash as the Company shall determine to be appropriate to provide a
source of the payments required under the terms of the Plan. Prior to
the making of any contribution to the Trust, the Company shall have
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approved the establishment of a Segregated Account of the Executive,
the terms and provisions thereof, and the bank, trust company or other
financial institution with which such Segregated Account may be
established. The initial contribution by the Company shall be in an
amount approximately equal to the present value of the after tax
equivalent of the aggregate maximum benefits that would be due to the
Executive as of such date under the retirement and profit-sharing
provisions of the Plan, or such lesser amount as the Company shall
determine. Unless there has been a withdrawal by the Executive from
the Trust as provided in Section 2.4, or from the Executive's
Segregated Account, as to which the Compensation and Stock Option
Committee of American Brands, Inc. has not determined otherwise, the
Company will make additional annual contributions to the Trust or
Segregated Account in amounts such that the amount of the Fund,
together with the amount in the Executive's Segregated Account, at such
time will be approximately equal to the present value of the after tax
equivalent of the Executive's accrued benefits under the Plan at that
time, or in such lesser amounts as the Company shall determine. Unless
the Trust has previously been terminated as a result of the Executive's
actual or deemed withdrawal of all amounts in the Fund, as provided in
Section 8.1, and in his Segregated Account, the Company also may make a
final contribution to the Trust as promptly as practicable after the
Executive's termination of employment in an amount such that the amount
of the Fund, together with the amount, if any, in the Executive's
Segregated Account, except for any amounts which are attributable to
amounts deemed withdrawn previously and the income earned thereon, will
be equal to (i) the sum of the present value of the after tax
equivalent of (x) the Executive's benefit under the supplemental
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retirement provisions of the Plan or, if the termination of employment
is by reason of the death of the Executive, the Executive's benefit
under the supplemental retirement provisions of the Plan immediately
prior to his death and (y) the Executive's supplemental profit-sharing
benefit under the Plan, reduced by (ii) the amounts of any actual
withdrawals from the Fund or from the Executive's Segregated Account by
the Executive as provided in Section 2.4 plus the income which would
have been earned on such withdrawn amounts from the time of withdrawal
to the time of the Executive's termination of employment, at a rate
equal to the after tax equivalent of 120% of the applicable monthly
immediate annuity interest purchase rate which would be used by the
Pension Benefit Guaranty Corporation from time to time during such
period for the purpose of determining the present value of a single sum
distribution on plan termination.
1.3 The Company shall certify to the Trustee and the
Executive at the time of each contribution to the Fund the amount of
such contribution being made in respect of the Executive's supplemental
retirement benefit under the Plan and the amount being made in respect
of the Executive's supplemental profit-sharing benefit. The Fund shall
be revalued by the Trustee quarterly as of the last business day of
each March, June, September and December, or at such other times as
agreed to by the Company and the Trustee, at current market values, as
determined by the Trustee, which shall deliver as soon as practicable a
copy of such quarterly valuation to the Company and the Executive.
ARTICLE II
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2.1 The Company shall act as Administrator of the Trust.
Except for the records dealing solely with the Fund and its investment,
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which shall be maintained by the Trustee, the Company as Administrator
shall maintain all the Executive's records contemplated by this
Agreement, including records of the Executive's compensation and
benefits from the Company, the amount of his benefits accrued under the
Plan, the Company's contributions to the Fund, withdrawals from the
Fund as provided in Section 2.4 or from the Executive's Segregated
Account, the Executive's beneficiary designation and such other records
as may be necessary for determining the amount payable to the Executive
or his Surviving Spouse or other beneficiary under the Plan. All such
records shall be made available promptly upon the request of the
Executive. In the event that the Executive's Segregated Account is not
maintained with the Trustee, the Company shall give written notice to
the Trustee as to the identity of the bank, trust company or other
financial institution with which the Segregated Account is maintained.
In such case, the Company also shall give notice to the Trustee in the
event of a withdrawal by the Executive of any or all of the funds in
his Segregated Account. Unless the Trust has previously been
terminated as provided in Section 8.1, the Company shall give written
notice to the Trustee of the Executive's termination of employment, and
as to whether such termination is by reason of the death of the
Executive. The Company as Administrator shall also prepare and
distribute the Executive's annual estimated benefit statements
specified in Section 2.2 and shall perform such other duties and
responsibilities in connection with the administration of the Trust as
the Company or the Trustee determines is necessary or advisable to
achieve the objectives of this Agreement.
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2.2 The Company as Administrator shall prepare an annual
estimated benefits statement in respect of the Executive and shall
furnish a copy of same to the Executive by no later than May 15 of each
year.
2.3 The Company shall have full responsibility for the
proper remittance of all withholding taxes on contributions by the
Company to the Trust to the appropriate taxing authority and shall
furnish the Executive with the appropriate tax information form
reporting the amounts of such contributions and any withholding taxes.
The Trustee shall have the responsibility for the preparation and
filing with the appropriate taxing authorities of all tax returns
required to be filed for the Trust.
2.4 Subject to the next to the last sentence of Section 5.2,
the Executive may withdraw all or any portion of the Fund, in cash or,
to the extent practicable, in kind at any time upon written notice of
not less than sixty (60) days to the Company and the Trustee. Prior to
any such withdrawal, the Trustee shall notify the Company in writing of
such withdrawal and the amount thereof, and as to whether or not such
withdrawal is a complete withdrawal of all amounts in the Fund. In the
event of any withdrawal by the Executive from his Segregated Account,
the Company shall promptly notify the Trustee in writing of such
withdrawal and the amount thereof, and as to whether or not such
withdrawal is a complete withdrawal of all amounts in the Segregated
Account. In the event of any such withdrawal from the Fund, or from
the Executive's Segregated Account, for purposes of Sections 1.2 and
8.1 the Executive shall be deemed to have made a complete withdrawal of
all amounts in the Fund and in his Segregated Account, unless the
Compensation and Stock Option Committee of American Brands, Inc. shall
6
determine that the Executive shall not be deemed to have made such a
complete withdrawal. The Company shall promptly notify the Trustee in
writing of any such determination. Except as otherwise determined by
the Compensation and Stock Option Committee of American Brands, Inc.,
in the event of any such withdrawal from the Fund, or from the
Executive's Segregated Account, no further contributions shall be made
thereafter by the Company to the Trust until the Executive's
termination of employment, at which time if the Trust has not
previously been terminated as a result of the Executive's actual or
deemed withdrawal of all amounts in the Fund and in his Segregated
Account a final contribution by the Company may be made as provided in
Section 1.2.
2.5 The Executive may elect to transfer all or any portion
of the Fund to his Segregated Account, in cash or, to the extent
practicable, in kind, at any time upon written notice of not less than
sixty (60) days to the Company and the Trustee and the financial
institution with which the Segregated Account is established. The
Executive also may elect to transfer funds, in cash, from his
Segregated Account to the Trust upon written notice of not less than
sixty (60) days to the Company and the Trustee, and funds so
transferred shall be held by the Trustee as part of the Fund. Such
transfers between the Fund and the Executive's Segregated Account shall
not constitute withdrawals for purposes of Section 2.4.
2.6 The Executive may designate a beneficiary to receive all
or any portion of the Fund in the event of his death. Such designation
shall be in writing filed with the Company as Administrator on a form
approved by it and signed by the Executive. The Company shall promptly
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notify the Trustee of any such beneficiary designation and any changes
therein.
ARTICLE III
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3.1 After the execution of this Agreement, the Company shall
promptly file with the Trustee a certified list of the names and
specimen signatures of the officers of the Company and any delegate
authorized to act for it. The Company shall promptly notify the
Trustee of the addition or deletion of any person's name to or from
such list, respectively. Until receipt by the Trustee of notice that
any person is no longer authorized so to act, the Trustee may continue
to rely on the authority of the person. All certifications, notices
and directions by any such person or persons to the Trustee shall be in
writing signed by such person or persons. The Trustee may rely on any
such certification, notice or direction purporting to have been signed
by or on behalf of such person or persons that the Trustee believes to
have been signed thereby. The Trustee may rely on any certification,
notice or direction of the Company that the Trustee believes to have
been signed by a duly authorized officer or agent of the Company. The
Trustee shall have no responsibility for acting or not acting in
reliance upon any notification believed by the Trustee to have been so
signed by a duly authorized officer or agent of the Company. The
Company shall be responsible for keeping accurate books and records
with respect to the Executive, his compensation and his rights and
interests in the Fund under the Plan.
3.2 The Company shall indemnify and hold harmless the
Trustee for any liability or expenses, including without limitation
advances for or prompt reimbursement of reasonable fees and expenses of
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counsel and other agents retained by it, incurred by the Trustee with
respect to holding, managing, investing or otherwise administering the
Fund, other than by reason of its negligence or willful misconduct.
ARTICLE IV
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4.1 The Trustee shall not be liable in discharging its
duties hereunder, including without limitation its duty to invest and
reinvest the Fund, if it acts in good faith and in accordance with the
terms of this Agreement including, without limitation, the making of
any investment directed by the Executive, the Company or an investment
manager other than the Trustee, and any applicable federal or state
laws, rules or regulations.
4.2 The Trustee is hereby appointed as the investment
manager of the Fund. In the event that the Trustee cannot serve as
investment manager of the Fund, the Trustee shall then select Pacific
Investment Management Company as investment manager; provided that if
Pacific Investment Management Company is unwilling or unable to act as
investment manager, the Trustee shall select J.P. Morgan Investment
Management Inc. as investment manager. The investment manager shall
invest the assets of the Fund separately as to amounts representing the
Executive's supplemental retirement benefit under the Plan and amounts
representing the Executive's supplemental profit-sharing benefit.
Supplemental retirement benefit amounts shall be invested solely in the
Chase Manhattan Fixed Income Fund to the extent practicable and
otherwise in the Chase Manhattan Personal Trust Market Rate Account.
Supplemental profit-sharing benefit amounts shall be invested in one or
more of (i) the Vista U.S. Government Income Fund, (ii) the Vista
Balanced Fund, (iii) the Chase Manhattan Personal Trust Market Rate
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Account or (iv) the Chase Manhattan Equity Income Fund, in such
portions as are elected by the Executive by written election filed with
the Company and notified to the Trustee by the Company, all to the
extent practicable and otherwise in the Chase Manhattan Personal Trust
Market Rate Account, and all without liability of the Trustee for such
election. The Executive may change such election at any time by filing
a new written election with the Company, which shall promptly notify
the Trustee thereof, and all without liability of the Trustee for such
new election. Subject to such investment restrictions, the Trustee
shall have the power and right:
(a) To receive and hold all contributions made to it by the
Company;
(b) To invest and reinvest all or any portion of the Fund
collectively through the medium of any common, collective,
commingled trust or mutual fund that may be established and
maintained by the Trustee or any affiliate thereof, subject to the
instrument or instruments establishing such trust fund or funds
and with the terms of such instrument or instruments, as from time
to time amended, being incorporated into this Agreement to the
extent of the equitable share of the Fund in any such common,
collective, commingled trust or mutual fund;
(c) To participate in and use a book-entry system for the
deposit and transfer of securities;
(d) To sell or exchange any property held by it at public or
private sale, for cash or on credit, to grant and exercise options for
the purchase or exchange thereof, to exercise all conversion or
subscription rights pertaining to any such property and to enter into
any covenant or agreement to purchase any property in the future;
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(e) To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan relating to
property held by it and to consent to or oppose any such plan or any
action thereunder or any contract, lease, mortgage, purchase, sale or
other action by any person;
(f) To deposit any property held by it with any protective,
reorganization or similar committee, to delegate discretionary power
thereto, and to pay part of the expenses and compensation thereof and
any assessments levied with respect to any such property so deposited;
(g) To extend the time of payment of any obligation held by it;
(h) To hold uninvested any moneys received by it, without
liability for interest thereon, until such moneys shall be invested,
reinvested or disbursed;
(i) To exercise all voting or other rights with respect to any
property held by it and to grant proxies, discretionary or otherwise;
(j) For the purposes of the Trust, to borrow money from others,
including The Chase Manhattan Bank (National Association), to issue
its promissory note or notes therefor, and to secure the repayment
thereof by pledging any property held by it;
(k) To furnish the Company and the Executive with such
information as may be needed for tax or other purposes;
(l) To employ suitable agents and counsel, who may be counsel to
the Company or the Trustee, and to pay their reasonable expenses and
compensation from the Fund to the extent not paid by the Company;
(m) To cause any property held by it to be registered and held
in the name of one or more nominees, with or without the addition of
words indicating that such securities are held in a fiduciary
capacity, and to hold securities in bearer form;
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(n) To settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust, respectively, to
commence or defend suits or legal proceedings to protect any interest
of the Trust, and to represent the Trust in all suits or legal
proceedings in any court or before any other body or tribunal;
provided, however, that the Trustee shall not be required to take any
such action unless it shall have been indemnified by the Company to
its reasonable satisfaction against liability or expenses it might
incur therefrom;
(o) To organize under the laws of any state a corporation or
trust for the purpose of acquiring and holding title to any property
which it is authorized to acquire hereunder and to exercise with
respect thereto any or all of the powers set forth herein; and
(p) Generally, to do all acts, whether or not expressly
authorized, that the Trustee may deem necessary or desirable for the
protection of the Fund.
4.3 No person dealing with the Trustee shall be under any
obligation to see to the proper application of any money paid or
property delivered to the Trustee or to inquire into the Trustee's
authority as to any transaction.
4.4 The Trustee shall distribute cash or other assets from
the Fund in accordance with Articles II and VIII hereof.
The Trustee may make any distribution required hereunder by
mailing its check for the specified amount or, if distribution is to be
made in kind, by making other appropriate distribution, to the person
to whom such distribution or payment is to be made, at such address as
may be specified pursuant to Section 10.5, or if no such address shall
have been so furnished, to such person in care of the Company, or (if
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so directed by the recipient) by crediting the account of such person
or by transferring funds to such person's account by bank or wire
transfer.
4.5 If at any time there is no person authorized to act
under this Agreement on behalf of the Company, the Board of Directors
of the Company or the Compensation and Stock Option Committee of
American Brands, Inc. shall have the authority to act hereunder.
ARTICLE V
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5.1 The Executive, or in the event of the Executive's death
the Executive's personal representative, shall be responsible for the
payment of any federal, state or local taxes on the Fund, or any part
thereof, and on the income therefrom, subject to the Company's
obligation under the Plan to reimburse the Executive in respect of such
taxes.
5.2 For all periods prior to the Executive's termination of
employment, and for a period of sixty (60) days thereafter and for any
further period as may be authorized by the Company, the Company shall
pay to the Trustee its reasonable expenses for the management and
administration of the Fund, including without limitation advances for
or prompt reimbursement of reasonable expenses of counsel and other
agents employed by the Trustee, and reasonable compensation for its
services as Trustee hereunder, the amount of which shall be agreed upon
from time to time by the Company and the Trustee in writing; provided,
however, that if the Trustee forwards an amended fee schedule to the
Company requesting its agreement thereto and the Company fails to
object thereto within thirty (30) days of its receipt, the amended fee
schedule shall be deemed to be agreed upon by the Company and the
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Trustee. Such expenses and compensation shall be a charge on the Fund
and shall constitute a lien in favor of the Trustee until paid by the
Company. The Company and the Executive acknowledge that the Trustee,
or an affiliate thereof, will, in addition to the compensation provided
by this Article 5.2, receive compensation with regard to the
administration and investment of certain funds referred to in Article
4.2 hereof, and the Company and the Executive agree that the Trustee,
or any affiliate thereof, shall receive such compensation in addition
to the compensation provided by this Article 5.2.
ARTICLE VI
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6.1 The Trustee shall maintain records with respect to the
Fund that show all its receipts and disbursements hereunder. The
records of the Trustee with respect to the Fund shall be open to
inspection by the Company or its representatives and by the Executive
at all reasonable times during normal business hours of the Trustee and
may be audited not more frequently than once each fiscal year by an
independent certified public accountant engaged by the Company;
provided, however, the Trustee shall be entitled to additional
compensation from the Company in respect of audits or auditors'
requests which the Trustee determines to exceed the ordinary course of
the usual scope of such examinations of its records.
6.2 Within a reasonable time after the close of each fiscal
year of the Company (or, in the Trustee's discretion, at more frequent
intervals), or of any termination of the duties of the Trustee
hereunder, the Trustee shall prepare and deliver to the Company and the
Executive a statement of transactions reflecting its acts and
transactions as Trustee during such fiscal year, portion thereof or
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during such period from the close of the last fiscal year or last
statement period to the termination of the Trustee's duties,
respectively, including a statement of the then current value of the
Fund. Any such statement shall be deemed an account stated and
accepted and approved by the Company and the Executive, and the Trustee
shall be relieved and discharged, as if such account had been settled
and allowed by a judgment or decree of a court of competent
jurisdiction, unless protested by written notice to the Trustee within
sixty (60) days of receipt thereof by the Company or the Executive.
The Trustee shall have the right to apply at any time to a
court of competent jurisdiction for judicial settlement of any account
of the Trustee not previously settled as herein provided or for the
determination of any question of construction or for instructions. In
any such action or proceeding it shall be necessary to join as parties
only the Trustee, the Company and the Executive (although the Trustee
may also join such other parties as it may deem appropriate), and any
judgment or decree entered therein shall be conclusive.
ARTICLE VII
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7.1 The Trustee may resign at any time by delivering written
notice thereof to the Company and the Executive; provided, however,
that no such resignation shall take effect until the earlier of (i)
sixty (60) days from the date of delivery of such notice to the Company
and the Executive or (ii) the appointment of a successor trustee.
7.2 The Trustee may be removed at any time by the Company,
pursuant to a resolution of the Board of Directors of the Company, upon
delivery to the Trustee of a certified copy of such resolution and
sixty (60) days' written notice to the Trustee and the Executive of (i)
15
such removal and (ii) the appointment of a successor trustee, unless
such notice period is waived in whole or in part by the Trustee and the
Executive.
7.3 Upon the resignation or removal of the Trustee, a
successor trustee shall be appointed by the Company. Such successor
trustee shall be a bank or trust company established under the laws of
the United States or a state within the United States and having either
total assets of at least $15 billion or trust assets of at least $25
billion. Such appointment shall take effect upon the delivery to the
Trustee and the Executive of (a) a written appointment of such
successor trustee, duly executed, by the Company and (b) a written
acceptance by such successor trustee, duly executed thereby. Any
successor trustee shall have all the rights, powers and duties granted
the Trustee hereunder.
7.4 If, within sixty (60) days of the delivery of the
Trustee's written notice of resignation, a successor trustee shall not
have been appointed, the Trustee shall apply to any court of competent
jurisdiction for the appointment of a successor trustee.
7.5 Upon the resignation or removal of the Trustee and the
appointment of a successor trustee, and after the acceptance and
approval of its account, the Trustee shall transfer and deliver the
Fund to such successor trustee. Under no circumstances shall the
Trustee transfer or deliver the Fund to any successor trustee which is
not a bank or trust company having either total assets of at least $15
billion or trust assets of at least $25 billion.
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ARTICLE VIII
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8.1 The Trust established pursuant to this Agreement shall
terminate upon the actual or deemed withdrawal by the Executive of all
amounts in the Fund, as provided in Section 2.4, and in the Executive's
Segregated Account. The Trust also shall terminate upon the expiration
of sixty (60) days following the Executive's termination of employment
(by retirement or otherwise), unless the Trustee and the Executive
agree to continue the Trust thereafter upon such terms as they may
agree, but in the event of such continuation the Company shall have no
further obligations under this Agreement with respect to matters
relating to such continuation, including expenses and compensation of
the Trustee, as provided in Section 5.2, and indemnification of the
Trustee as provided in Section 3.2.
8.2 Upon the termination of the Trust by reason of the death
of the Executive, or by reason of the Executive's termination of
employment other than by death if the Trust has not been continued by
agreement between the Trustee and the Executive, the Trustee shall
distribute the Fund as directed by the Executive or, in the absence of
such direction, shall distribute all of the Fund to the Executive's
Segregated Account, if any, or if there is no such Segregated Account
to the Executive, or in the event of the Executive's death his personal
representative, after deducting therefrom any amounts owing to the
Trustee under this Agreement which have not been paid by the Company.
Upon any termination of the Trust in accordance with Article VIII, the
Trustee shall, after the acceptance and approval of its account, be
relieved and discharged. The powers of the Trustee, including the
right to receive compensation for services and payment of expenses, as
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provided in Section 5.2, shall continue as long as any part of the Fund
remains in its possession.
ARTICLE IX
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9.1 This Agreement may be amended, in whole or in part, at
any time and from time to time, by the Company with the written consent
of the Executive and the Trustee. Any such amendment by the Company
shall be pursuant to a resolution of the Board of Directors of the
Company by delivery to the Trustee of a certified copy of such
resolution and a written instrument duly executed and acknowledged by
the Company and the Executive in the same form as this Agreement.
ARTICLE X
---------
10.1 This Agreement shall be construed and interpreted
under, and the Trust hereby created shall be governed by, the laws of
the State of New York insofar as such laws do not contravene any
applicable federal laws, rules or regulations.
10.2 Neither the gender nor the number (singular or plural)
of any word shall be construed to exclude another gender or number when
a different gender or number would be appropriate.
10.3 This Agreement shall be binding upon and inure to the
benefit of the Executive, his estate, personal representative,
beneficiary, heirs and assigns. This Agreement also shall be binding
upon and inure to the benefit of any successor to the Company or its
business as the result of merger, consolidation, reorganization,
transfer of assets or otherwise and any subsequent successor thereto.
In the event of any such merger, consolidation, reorganization,
transfer of assets or other similar transaction, the successor to the
Company or its business or any subsequent successor thereto shall
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promptly notify the Trustee in writing of its successorship and furnish
the Trustee with the information specified in Section 3.1 of this
Agreement. In no event shall any such transaction described herein
suspend or delay the rights of the Executive to receive benefits
hereunder.
10.4 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
of which shall together constitute only one Agreement.
10.5 All notices and other communications provided for in
this Agreement shall be in writing and shall be deemed to have been
duly given when actually delivered to the respective addresses set
forth below:
Company: ACCO World Corporation
Suite 150
500 Lake Cook Road
Deerfield, Illinois 60015-0818
Attn: Director of Human Resources
Trustee: The Chase Manhattan Bank, N.A.
1211 Avenue of the Americas
New York, New York 10036
Attn: Trusts and Estates
Services Division, 34th Floor
Executive: Norman H. Wesley
110 Honeysuckle Street
Lake Forest, Illinois 60045
or at such other address as such person may specify in writing by
notice as set forth above to the other persons listed above.
ARTICLE XI
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11.1 In consideration of the establishment of the Fund, the
Executive consents to the distribution from time to time of assets of
the trust established pursuant to the Trust Agreement made as of the
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1st day of July, 1994, among ACCO World Corporation, The Chase
Manhattan Bank (National Association) and Hewitt Associates LLC
established to provide a source of the Executive's benefits under the
Plan, in amounts to be used for the making of contributions to the
Trust or Segregated Account of the Executive as provided in Section
1.2, or the making of payments to the Executive (or beneficiary)
pursuant to the Plan.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the 1st day of July, 1994.
Attest: ACCO WORLD CORPORATION
Mark S. Lyon Allan J. Snape
-------------------- By------------------------------
Secretary Corporate Vice President,
Finance and Administration
Attest: THE CHASE MANHATTAN BANK
Yvonne E. Richards Mark J. Altschuler
-------------------- By--------------------------------
Second Vice President
Witness: NORMAN H. WESLEY
Mark S. Lyon Norman H. Wesley
-------------------- ----------------------------------
Secretary
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STATE OF ILLINOIS )
: ss.:
COUNTY OF LAKE )
Personally appeared Allan J. Snape, Vice President Finance &
Admin. of ACCO WORLD CORPORATION, signer and sealer of the foregoing
instrument, and acknowledged the same to be his free act and deed as
such and the free act and deed of said
Corporation, before me.
Kathleen D. Hulfachor 11/11/94
------------------------------
Notary Public
STATE OF NEW YORK )
: ss.: New York, New York -
COUNTY OF NEW YORK )
Personally appeared Mark J. Altschuler, Vice-President of THE
CHASE MANHATTAN BANK, signer and sealer of the foregoing instrument,
and acknowledged the same to be his free act and deed as such Vice-
President and the free act and deed of said Company, before me.
Richard G. Friedman 12/19/94
------------------------------
Notary Public
STATE OF ILLINOIS )
: ss.:
COUNTY OF LAKE )
Personally appeared NORMAN H. WESLEY, signer of the foregoing
instrument, and acknowledged the same to be his free act and deed, before
me.
Kathleen D. Hulfachor 11/11/94
------------------------------
Notary Public