Schedule # Imported Brands. [Schedule 1] to the Purchase Agreement is hereby amended and restated and replaced by the schedule attached as [Exhibit A] hereto.

“Additional Imported Brands Import Agreements” means all of the agreements set forth on [Schedule 1]-C hereto.

With respect to each Additional Imported Brand, subject to [[Section 5.19(b), ABI]I]]I] shall, and shall cause its Affiliates to, use their respective reasonable best efforts to effect the assignment of any applicable Additional Imported Brands Import Agreement that remains in effect as of the Closing to Buyer or one of its Affiliates effective as of the Closing. In the event that any such Additional Imported Brands Import Agreement is not assigned to Buyer or one of its Affiliates effective as of the Closing, subject to [[Section 5.19(b), ABI]I]]I] shall, and shall cause its Affiliates to,

Licensed Brands. The definition of “Licensed Brands” in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

SECTION # Elimination of Certain Commercial Restrictions. At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions on the ability of Buyer and its Subsidiaries to import, manufacture, distribute, market and/or sell any of # the Imported Brands or the Licensed Brands in the JV Territory or # the Miller-Branded Products in any territory or jurisdiction, which in either case are contained in the Central European Agreements shall have been terminated as of the Closing. For the avoidance of doubt, this [Section 5.20] and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect # any contractual restrictions contained in # this Agreement, # any Miller-JV Agreement or # any agreement entered into as contemplated by [Section 5.10] or # the application of such contractual restrictions to any products or categories of products other than the Imported Brands, the Licensed Brands or the Miller-Branded Products.

“Licensed Brands” means all brands of Miller Parent or its Subsidiaries set forth on [Schedule 2] hereto and any other sub-brands of such brands.

If we are not able to maintain and enhance our brands, or if events occur that damage our reputation and brands, our ability to expand our base of customers may be impaired, and our business and financial results may be harmed.

Prior Plan: The Acuity Brands, Inc. Supplemental Retirement Plan for Executives in which certain participants in this Plan previously participated.

This Unforeseeable Emergency Distribution Amendment to the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, as amended and restated effective as of ​ (the "Plan"), is adopted by Acuity Brands, Inc. (the "Company") ​, as follows:

​

Chairman and Chief Executive Officer

ACCO Brands Corporation