AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

EXHIBIT 10.1

AMENDED AND RESTATED

ACCO BRANDS CORPORATION

DEFERRED COMPENSATION PLAN

EFFECTIVE JANUARY 1, 2008

     1.  Purpose . This Deferred Compensation Plan for Non-Employee Directors (the “Plan” ) was established effective January 1, 2006 by ACCO Brands Corporation (the “Company” ) to enable the non-employee members of the Board of Directors of the Company (sometimes referred to as “Directors” ) to have flexibility with respect to the receipt of income earned for acting as Directors. The Plan allows non-employee Directors to receive incentive compensation based on the appreciation of the common stock of the Company ( “Stock” ) and on the dividends declared on such Stock or based on a fixed income account. The Phantom Stock portion of the Plan will also promote a closer identity of interests between such Directors and the shareholders of the Company. The Plan also allows non-employee Directors to elect to defer receipt of payment of restricted stock unit awards granted under the Company’s 2005 Incentive Plan (formerly, the 2005 Long-Term Incentive Plan), as most recently amended, restated and approved by shareholders on May 25, 2006, (and any successor or replacement plan thereto) ( “LTIP” ).

     2.  Definitions . The following definitions are applicable to the Plan:

          (a) “Account” or “Accounts” means one or both of the Phantom Fixed Income Account and the Phantom Stock Unit Account, as the context provides.

          (b) “Annual Retainer” means the cash portion of the annual fee and any committee fees payable to a Participant as compensation for serving on the Board.

          (c) “Board” means the Board of Directors of the Company.

          (d) “Change of Control” has the meaning set forth on Attachment A hereto.

          (e) “Code” means the Internal Revenue Code of 1986, as amended.

          (f) “Company” means ACCO Brands Corporation and any successor corporation or corporations with or into which ACCO Brands Corporation may be consolidated or merged.

          (g) “Dividend Equivalent” means, with respect to Phantom Stock Units credited to a particular Participant, a dollar amount equal to the cash dividend which the Participant would have been entitled to receive if the Participant had been the owner, on the record date for a dividend paid on the Stock, of a number of shares of

Stock equal to the number of Phantom Stock Units then properly credited to the Phantom Stock Unit Account of the Participant. “Dividend Equivalents” shall also mean those Dividend Equivalents credited to any RSU hereunder to the extent so provided under the applicable RSU award.

          (h) “Effective Date” has the meaning set forth in Section 28.

          (i) “LTIP” has the meaning set forth in Section 1.

          (j) “Participant” means any current member of the Board who is not an employee of the Company or any subsidiary of the Company, or any such former member of the Board who has not received a complete distribution of his/her Accounts and of all of his RSU awards deferred under the Plan and who, while a member of the Board, elected to participate in the Plan.

          (k) “Phantom Fixed Income Account” means the hypothetical account established and maintained by the Company for each Participant who elects to defer receipt of his/her Annual Retainer and treat it as if invested in the stable value fixed income fund identified in Section 8.

          (l) “Phantom Stock Unit” means a unit corresponding to the value of, and the dividend rights associated with, a single share of Stock, credited to a Participant’s Phantom Stock Unit Account in connection with a deferral election of an amount of the Participant’s Annual Retainer pursuant to Section 4 or a reallocation of previous deferrals under Section 6 of the Plan to his/her Phantom Stock Unit Account.

          (m) “Phantom Stock Unit Account” means, with respect to each Participant, an account established and maintained by the Company for the purpose of recording the number of Phantom Stock Units with respect to which that Participant has rights under the Plan.

          (n) “RSU” means a restricted stock unit award granted to a non-employee member of the Board pursuant to the LTIP.

          (o) “Stock” has the meaning set forth in Section 1.

          (p) “Value per Phantom Stock Unit” as of a given date means the closing price per share at which the Stock trades on the New York Stock Exchange on that date or, if there is no trading in the Stock on that date, on the most recent preceding date on which such trading occurred.

     3.  Administration . The authority to manage and control the operation and administration of the Plan shall be vested in the Nominating and Corporate Governance Committee of the Board ( “Committee” ). Subject to the limitations of the Plan, the Committee shall have the sole and complete authority: (a) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan; (b) to correct any defect or omission or to reconcile any inconsistency in the Plan or in any payment made hereunder; and (c) to make all other

determinations and to take all other actions necessary or advisable for the implementation and administration of the Plan. The Committee’s determinations on matters within its authority shall be conclusive and binding upon the Company and all other persons. All expenses associated with the Plan shall be borne by the Company.

     4.  Annual Election to Defer Compensation . Effective for deferrals hereunder for service as a non-employee Director commencing January 1, 2008 and all periods thereafter:

          (a) Any Participant may, by written notice to the Company, elect, in lieu of receipt of an amount of the Annual Retainer that otherwise would be payable to the Participant, to defer the receipt of all or a portion of such amount and to receive any one or both of credits of Phantom Stock Units and credits to his/her Phantom Fixed Income Account on the aggregate amount of such deferral.

          (b) Any Participant may, by written notice to the Company (including pursuant to the Participant’s RSU award agreement with the Company), elect to defer receipt of payment of all or a portion of an award of RSUs, that otherwise would become vested and payable in accordance with the terms of such award under the LTIP.

          (c) A notice of election under this Section 4 shall be valid only if such election:

          (i) is in writing, signed by the Participant;

          (ii) designates the fiscal year of the Company to which it relates;

          (iii) designates (A) the amount of deferral of the Annual Retainer that is payable during such fiscal year and the allocation of such deferral among his/her Accounts or (B) the number of RSUs to be deferred pursuant to an award that may be made during such fiscal year, or (3) both (A) and (B), as the case may be;

          (iv) affirms that such amount shall be payable upon the earlier of (1) the date of the Participant’s cessation as a member of the Board or (2) the date of a Change of Control; and

          (v) is filed with the Company:

          (1) on or before December 31 of the fiscal year preceding the fiscal year of the Company in which such Annual Retainer (or installment thereof) is payable or such RSU is awarded (other than as set forth in subparagraph (3), below) or, in either such case, if earlier, in which such Board service is rendered;

          (2) in the case of a new member of the Board, is filed with the Company by the new member within thirty (30) days after

becoming a member of the Board, to be effective for the then current fiscal year of the Company, but only with respect to compensation earned, or RSUs awarded, through the performance of services after the filing of the notice of election; or

          (3) for RSU awards which the Board requires, as a condition of receipt of such award, the mandatory deferral of payment of such award (as shall be set forth in such RSU award agreement), such election shall be deemed filed with the Company on the date of such RSU award agreement or in which the Participant otherwise obtains a legally binding right to receipt of amounts thereunder, which election shall immediately become irrevocable.

Any such notice of election under this Section 4 shall become irrevocable, for the fiscal year for which it is given, on the last date on which it is required to be given under subparagraph (v), and the Participant may modify the election at any time prior to the date on which it becomes irrevocable.

          (d) Any election made by a Participant with respect to his/her Annual Retainer or, with respect to his RSU awards, as the case may be, shall remain in effect until modified or revoked by the Participant in accordance with the foregoing provisions of this Section 4.

     5.  Crediting of Deferred Amounts .

          (a) Deferrals of the installment of the Annual Retainer elected pursuant to Section 4, above, shall be credited to and between the Phantom Stock Unit Account and the Phantom Fixed Income Account, in the amounts allocated by the electing Participant, as of the first day of the calendar quarter in which such installment of the Annual Retainer otherwise would have been payable but for such election.

          (b) The number of Phantom Stock Units so credited shall be determined by dividing (i) the allocable dollar amount of the deferral for which Phantom Stock Units are elected by (ii) the Value per Phantom Stock Unit on that date.

          (c) Additions to the Phantom Fixed Income Account shall be credited in the dollar amount elected and so allocated.

     6.  Reallocation of Accounts . As of each January 1 and July 1, a Participant may elect to transfer all or any part of his/her Phantom Stock Unit Account or Phantom Fixed Income Account to and between the other such Account. Any such election shall be valid only if it is in writing, signed by the Participant and filed with the Company at least ten (10) days prior to the applicable January 1 or July 1. Each of the Participant’s Accounts shall be revalued as of the date preceding the effective date of such transfer, taking into account all Dividend Equivalents (under Section 7) and all deemed interest credited to the Phantom Fixed Income Account (under Section 8) through such preceding valuation date.

     7.  Phantom Stock/RSU Dividend Equivalents . If, as of the record date for a cash dividend on Stock, Phantom Stock Units or RSUs have been (or should have been) properly credited to the Phantom Stock Unit Account or as RSUs of a Participant, the Company shall credit to the Phantom Fixed Income Account of that Participant, or the RSUs of that Participant to the extent so provided under the Participant’s RSU award, as of that record date, a Dividend Equivalent for such Phantom Stock Units or RSUs, as the case may be. Divide