Underwriting Agreement

UNDERWRITING AGREEMENT
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December 6, 1995


MORGAN STANLEY & CO. INCORPORATED GOLDMAN, SACHS & CO. LEHMAN BROTHERS INC. PRUDENTIAL SECURITIES INCORPORATED C/O MORGAN STANLEY & CO. INCORPORATED, 1585 BROADWAY,
NEW YORK, NEW YORK 10036.


Dear Sirs:


1. Introductory. From time to time Alco Standard Corporation, an Ohio corporation (the "Company"), proposes to enter into one or more Terms Agreements (individually "Terms Agreement" and collectively "Terms Agreements") in the form of Exhibit A hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firm or firms named in Schedule I to the applicable Terms Agreement (each such firm is herein called an "Underwriter" and such firms collectively are herein called "Underwriters" with respect to such Terms Agreement and the securities specified therein) or pursuant to delayed delivery contracts as hereinafter provided, certain of its debt securities ("Securities"), all as specified in such Terms Agreement (with respect to each such Terms Agreement, such Securities are herein called "Purchased Securities"). Securities are herein designated as to be purchased by Underwriters or pursuant to delayed delivery contracts by use of the terms "Underwriters" or "Contract," respectively. The terms and rights of any particular issuance of Purchased Securities shall be as specified in the applicable Terms Agreement and in the indenture (the "Indenture") identified in such Terms Agreement. Each Terms Agreement shall constitute an agreement by the Company and each Underwriter to be bound by all of the provisions of this Agreement.


2. Obligations of the Company and the Underwriters. Particular sales of Purchased Securities may be made from time to time to the Underwriter or Underwriters of such Purchased Securities (including one or more of you) for whom the firm or firms designated as representatives in the Terms Agreement with respect to such Purchased Securities may act as representatives (herein collectively called "Representatives"). This Agreement shall not be construed as an obligation of the Company to sell any of the Securities to the Underwriters or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Terms Agreement with respect to the Purchased Securities specified therein. Each Terms Agreement shall specify (i) the names of the Underwriters of such Purchased Securities, (ii) the names of the Representatives of such Underwriters, (iii) the aggregate principal amount of the Purchased Securities and the principal amount


of such Purchased Securities to be purchased by each Underwriter, (iv) the public offering price of such Purchased Securities, (v) the purchase price to the Underwriters of such Purchased Securities, (vi) the place, time, date and manner of delivery of such Purchased Securities and payment therefor and (vii) whether any of the Purchased Securities may be sold by the Company to institutional purchasers pursuant to delayed delivery contracts as hereinafter provided ("Delayed Delivery Contracts") and, if so, the minimum principal amount of such Purchased Securities that may be sold pursuant to any such Contract and the maximum aggregate principal amount of such Purchased Securities that may be sold pursuant to all such Contracts. The Terms Agreement shall also specify (to the extent not set forth in the Indenture, registration statement and prospectus with respect thereto) the terms of such Purchased Securities. A Terms Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or communication by any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Terms Agreement shall be several and not joint.


3. Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that:


(a) A registration statement on Form-S-3 (No. 33-64177), including
a prospectus, relating to the Securities, has been filed with the
Securities and Exchange Commission ("Commission") and has become
effective. Such registration statement (including the documents
incorporated by reference therein), as amended on the date of the Terms
Agreement, is hereinafter referred to as the "Registration Statement," and
the prospectus (including the documents incorporated by reference
therein), as supplemented on the date of the Terms Agreement (the
"Prospectus Supplement") to reflect, among other things, the terms of the
Purchased Securities and the terms of the offering thereof, is hereinafter
referred to as the "Prospectus." Any reference to the Registration
Statement or Prospectus as amended or supplemented shall be deemed to
include any documents filed after the effective date of the Registration
Statement or date of the Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and so
incorporated by reference.


(b) When each part of the registration statement relating to the
Securities became effective, such part and the prospectus included therein
contained all statements which were required to be stated therein in
accordance with the Securities Act of 1933 ("Act"), the Trust Indenture
Act of 1939 ("Trust Indenture Act") and the rules and regulations ("Rules
and Regulations") of the Commission thereunder and in all material
respects conformed to the requirements of the Act, the Trust Indenture Act
and the Rules and Regulations, and did not include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and on
the date of the Terms Agreement and at any and all times subsequent
thereto up to and including the Closing Date for the Purchased Securities
to which such Terms Agreement relates, the Registration Statement and the
Prospectus as then amended or supplemented will contain all statements
which are required to be stated therein in accordance with the Act, the
Trust Indenture Act and the Rules and Regulations and in all material
respects will conform to the requirements of the Act, the Trust Indenture
Act and the Rules and Regulations, and will not include any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; except that the foregoing does not apply to statements in or
omissions from any such documents that are based upon written information
furnished to the Company by any Underwriter through the Representatives
specifically for use therein.


(c) Each document or portion thereof incorporated by reference in
the Prospectus conformed, when filed with the Commission, in all material
respects to the requirements of the Act and the Rules and Regulations or
the Exchange Act and the rules and regulations of the Commission
thereunder ("Exchange Act Rules and Regulations"), as the case may be, and
each document, if any, hereafter filed under the Exchange Act and deemed
to be incorporated by reference in the Prospectus in accordance with Item
12 of Form S-3 will conform when so filed with the requirements of the
Exchange Act and the Exchange Act Rules and Regulations.


(d) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated
therein, (i) there has been no material adverse change in the condition,
financial or otherwise, of the Company and its consolidated subsidiaries
considered as one enterprise, or in the earnings, business affairs or
business prospects of the Company and its consolidated subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business, (ii) there have been no material transactions entered
into by the Company or any of its consolidated subsidiaries other than
those in the ordinary course of business, and (iii) except for regular
quarterly dividends on the Common Stock and on outstanding series of the
Company's Serial Preferred Stock, there has been no dividend or
distribution of any kind declared, paid or made by the Company on any
class of its capital stock.


(e) The Company and each of its consolidated subsidiaries have been
duly incorporated and are existing corporations in good standing under the
laws of their respective jurisdictions of incorporation, with corporate
power and authority to own, lease and operate their respective properties
and conduct their respective businesses as described in the Prospectus;
and are duly qualified as foreign corporations to transact business and
are in good standing in each jurisdiction in which their respective
ownership or leasing of properties or the conduct of their respective
businesses requires such qualification, except where the failure to be so
qualified, considering all such cases in the aggregate, does not involve a
material risk to the business, properties, financial position or results
of operations of the Company and its consolidated subsidiaries.


(f) The authorized, issued and outstanding Common Stock of the
Company is as set forth in the Prospectus, except for subsequent
issuances, if any, pursuant to reservations or agreements referred to
therein; and the shares of issued and outstanding Common Stock set forth
therein have been duly and validly authorized and issued and are fully
paid and non-assessable.


(g) Neither the Company nor any of its consolidated subsidiaries is
in violation of its charter or in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which it is a party or by which it or any of them may
be bound; and the execution and delivery of this Agreement, and the
consummation of the transactions herein contemplated will not conflict
with or constitute a breach of, or default under, the Articles of
Incorporation or Code of Regulations of the Company or any material bond,
debenture, note or other evidence of indebtedness or any material
contract, indenture, mortgage, loan agreement, lease or other instrument
to which the Company or any of its consolidated subsidiaries is a party or
by which it or any of them may be bound, or any law, administrative
regulation or court decree.


(h) There is no action, suit or proceeding before or by any court
or governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company, threatened


against or affecting the Company or any of its consolidated subsidiaries,
which is required to be disclosed in the Prospectus or which might result
in any material adverse change in the earnings, affairs, condition
(financial or otherwise), business or prospects of the Company and its
consolidated subsidiaries considered as one enterprise, or might
materially adversely affect the properties or assets thereof or might
materially and adversely affect the consummation of transactions
contemplated by this Agreement; all pending legal or governmental
proceedings to which the Company or any consolidated subsidiary is a party
or of which any of their property is the subject which are not described
in the Prospectus, including ordinary routine litigation incidental to the
business, are, considered in the aggregate, not material; and there are no
contracts or documents of the Company or any of its consolidated
subsidiaries which would be required to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations which
have not been filed as exhibits to the Registration Statement.


(i) The Purchased Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of this Agreement, will be entitled to the benefits of the
Indenture and will be valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and the Purchased Securities conform in all
material respects to the description thereof contained in the Prospectus.


(j) This Agreement has been duly authorized, executed and delivered
by the Company .


(k) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized and, when executed and delivered by the
Company, will constitute a valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors'
rights and to general equity principles, and the Indenture conforms in all
material respects to the description thereof contained in the Prospectus.


4. Purchase, Sale and Delivery of Purchased Securities. Purchased Securities to be purchased by each Underwriter pursuant to the Terms Agreement relating thereto, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check or checks, payable to the order of the Company in the funds specified in such Terms Agreement, all at the place, time and date specified in such Terms Agreement or at such other place, time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Closing Date" for such Purchased Securities. The Company shall make certificates for the Purchased Securities available to the Underwriters for checking and packaging at least one full business day prior to the Closing Date at the place specified in such Terms Agreement.


If the Terms Agreement provides for sales of Purchased Securities pursuant to Delayed Delivery Contracts, the Company authorizes the Underwriters to solicit offers to purchase Purchased Securities from investors of the types set forth in the Prospectus pursuant to Delayed Delivery Contracts substantially in the form of Exhibit B attached hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, on the Closing Date, the Company will pay to the Representatives, for the accounts of the Underwriters, the


fee set forth in such Terms Agreement in respect of the principal amount of Contract Purchased Securities. The Company will enter into a Delayed Delivery Contract in all cases where a sale of Contract Purchased Securities arranged by the Underwriters has been approved by the Company, but, except as the Company may otherwise agree, such Delayed Delivery Contract must be for at least the minimum amount of Contract Purchased Securities set forth in Schedule II to the Terms Agreement, and the aggregate amount of Contract Purchased Securities may not exceed the maximum amount set forth in such Schedule. The Company will advise the Representatives no later than 10:00 A.M., New York City time, on the second business day preceding the Closing Date (or at such later time as the Representatives may otherwise agree) of the sales of Contract Purchased Securities that have been so approved. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts.


The amount of Securities to be purchased by each Underwriter as set forth in Schedule I to the Terms Agreement hereto shall be reduced by an amount which bears the same proportion to the total amount of Contract Purchased Securities as the amount of Purchased Securities set forth opposite the name of such Underwriter bears to the total amount of Purchased Securities set forth in such Schedule I, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total amount of Purchased Securities to be purchased by all Underwriters shall be the total amount of Purchased Securities less the aggregate amount of Contract Purchased Securities.


It is understood that any Representative, acting individually and not in a representative capacity, may (but shall not be obligated to) make payment to the Company on behalf of any other Underwriter for Purchased Securities to be purchased by such Underwriter. Any such payment by such Representative shall not relieve any such other Underwriter of any of its obligations hereunder.


5. Offering by Underwriters. After the execution of the Terms Agreement relating to any Purchased Securities, the Underwriters propose to offer such Purchased Securities for sale upon the terms and conditions set forth in the Prospectus.


6. Covenants of the Company. In connection with each offering of Purchased Securities, the Company covenants and agrees with each of the Underwriters that:


(a) The Company will make no further amendment or any supplement to the
Registration Statement or Prospectus after the date of the Terms Agreement
relating to such Purchased Securities and prior to the Closing Date for
such Purchased Securities which shall be reasonably disapproved by the
Representatives for such Purchased Securities promptly after reasonable
notice; will advise the Representatives promptly of any such amendment or
supplement after such Closing Date and furnish the Representatives with
copies thereof; will file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act for so
long as the delivery of a prospectus is required in connection with the
offering or sale of such Purchased Securities; will advise the
Representatives, promptly after it receives notice thereof, of the time
when any amendment to the Registration Statement has become effective or
any supplement to the Prospectus or any amended Prospectus has been filed,
of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Prospectus or any supplement to
the Prospectus or any amended Prospectus and of the initiation of any
proceeding for any such purpose; and in the event of the issuance of any
stop order or of any order preventing or suspending the use of any such
Prospectus or any supplement to the Prospectus or amended Prospectus, will
use promptly its best efforts to obtain its withdrawal.


(b) If at any time when a prospectus relating to such Purchased
Securities is required to be delivered under the Act, any event occurs as
a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact, or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act or
the Trust Indenture Act, the Company promptly will (x) prepare and file
with the Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance,
or (y) prepare and file with the Commission documents deemed to be
incorporated by reference in the Prospectus as then amended or
supplemented which will correct such statement or omission or effect such
compliance.


(c) Not later than 90 days after the end of the 12-month period
beginning at the end of any fiscal quarter of the Company during which a
Closing Date occurs, the Company will make generally available to its
securityholders an earnings statement (which need not be audited) covering
such 12-month period which will satisfy the provisions of Section 11(a) of
the Act and the rules and regulations of the Commission thereunder
(including at the option of the Company Rule 158).


(d) The Company will furnish to the Representatives on behalf of the
Underwriters copies of the Registration Statement, each related
Preliminary Prospectus (which, including documents incorporated by
reference therein, is hereinafter referred to as a "Preliminary
Prospectus"), the Prospectus and all amendments and supplements to such
documents, and all documents incorporated by reference in any of the
foregoing documents, in each case as soon as available and in such
quantities as the Representatives may reasonably request. A copy of each
document prepared or filed by the Company on or prior to the date of the
Terms Agreement shall be furnished to the Representatives on behalf of the
Underwriters prior to their execution of the Terms Agreement; provided
that if such documents are not available, the Company shall furnish to
such Representatives the information included or to be included therein,
except that in such case the Company need not furnish such Representatives
with information to be included in the Prospectus Supplement as to the
terms of the Purchased Securities and their manner of distribution.


(e) The Company will cooperate with the Underwriters in qualifying such
Purchased Securities for offering and sale and in determining their
eligibility for investment under the laws of such jurisdictions as the
Representatives designate and will continue such qualifications in effect
so long as required for the distribution of such Purchased Securities;
provided, however, that the Company shall not be obligated to file any
general consent to service, or to qualify as a foreign corporation in any
state in which it is not now so qualified.


(f) During a period of five years from the date of the Terms Agreement
relating to such Purchased Securities, the Company will promptly furnish
to the Representatives and upon request, to each of the other
Underwriters, an annual report of the Company for each fiscal year and
current reports of the Company for each quarterly period, in each case in
the forms and at the times furnished to shareholders of the Company, and,
as soon as available, a copy of each report of the Company filed with the
Commission under the Exchange Act, and, during a period of three years
from the date of the Terms Agreement relating to such Purchased
Securities, the Company will furnish to the Representatives such other
information concerning the Company as the Representatives may reasonably
request.


(g) The Company will use its best efforts to obtain the listing of the
Purchased Securities, subject to notice of issuance, on such national
securities exchanges, if any, as are indicated in the Terms Agreement
relating to such Purchased Securities, and the registration thereof under
the Exchange Act, in each case prior to the Closing Date for such
Purchased Securities.


(h) The Company will not, without the prior consent of the
Representatives, offer, sell, contract to sell or otherwise dispose of any
debt constituting a security (as defined in the Act) or the Company or any
warrants to purchase debt securities of the Company substantially similar
to the Purchased Securities (other than (i) the Purchased Securities and
(ii) commercial paper issued in the ordinary course of business) during
the period beginning from and including the date of execution of the Terms
Agreement with respect to the Purchased Securities and continuing to and
including the Closing Date.


7. Expenses. The Company agrees with you and each Underwriter of any Purchased Securities that the Company will pay or cause to be paid the following:


(i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities under
the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary
Prospectus, the Prospectus and any amendments and supplements thereto and
the mailing and delivery of copies thereof to the Underwriters and
dealers;


(ii) the cost of printing this Agreement, any agreement among
underwriters, any Terms Agreement, any Delayed Delivery Contract, any
Indenture, any Blue Sky and legal investment memoranda and any other
document in connection with the offering, purchase, sale and delivery of
the Securities;


(iii) all expenses in connection with the qualification of the
Securities for offering and sale as provided in Section 6(e) hereof,
including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with Blue Sky and
legal investment surveys;


(iv) any fees charged by securities rating services for rating the
Securities;


(v) the cost of preparing the Securities;


(vi) the fees and expenses of any Trustee and any agent of any
Trustee and the fees and disbursements of counsel for any Trustee in
connection with the Indentures and the Securities;


(vii) any filing fees payable to the National Association of
Securities Dealers Inc. with respect to the Securities;


(viii) out-of-pocket expenses incurred in distributing any
Preliminary Prospectuses to the Underwriters; and


(ix) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in
this Section 7.


It is understood, however, that, except as provided in this Section 7, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resa ...