EXHIBIT 10.10



                           THE SECOND AMENDMENT TO THE
             KNP BT USA, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                  WHEREAS,   BT  Office   Products   International,   Inc.  (the
"Company") maintains the KNP BT USA, Inc. Supplemental Executive Retirement Plan
(the "SERP Plan");

                  WHEREAS,  Amendment of the Plan is now  considered  desirable;
and

                  WHEREAS,  in  accordance  with Article  VIII,  the Company has
reserved the right to amend the Plan:

                  NOW, THEREFORE, the SERP Plan be, and it hereby is, amended in
the following particulars, effective as of July 1, 1996:

                  1.       The name of the SERP Plan shall be changed from the
"KNP BT USA, INC. Supplemental Executive Retirement Plan" to the
"BT Office Products International, Inc. Supplemental Executive
Retirement Plan."

                  2.       Article I, Section 1.1 shall be deleted in its
entirety, and the following substituted therefor:

                           "1.1   Establishment   and  Purpose.   The  Board  of
         Directors (the "Board") of BT Office Products International,  Inc. (the
         "Employer")  adopted a resolution on  _____________,  199__ authorizing
         certain  executive  employees of the Employer and  subsidiaries  of the
         Employer  to be  entitled to a  supplemental  non-qualified  retirement
         benefit.  Such a  retirement  benefit was  designed to provide  certain
         executive   employees  with  competitive   retirement   benefits.   The
         resolution of the Board  authorized  the creation of such  supplemental
         plan, and the Employer established a supplemental  executive retirement
         plan, BT Office Products  International,  Inc.  Supplemental  Executive
         Retirement Plan (the  "Supplemental  Plan"). The effective date of this
         Supplemental Plan is January 1, 1994."

                  3.       Article II, Section 2.1, Subsections (i) and (p) of
the SERP Plan shall be deleted in their entirety, and the following
substituted therefor:

                           "(i)     "Employer"    means   BT   Office   Products
                                    International,  Inc., or, where appropriate,
                                    a subsidiary  thereof which  participates in
                                    this Supplemental Plan.

                           (p)      "Supplemental Plan" means the BT Office
                                    Products International, Inc. Supplemental
                                    Executive Retirement Plan."




<PAGE>



                  4.       Article IV, Section 4.2 of the SERP Plan shall be
deleted in its entirety, and the following substituted therefor:

                           "4.2 Employer Contributions. As of the Valuation Date
         corresponding  to the last day of each Plan  Year,  the  Employer  will
         credit,  to  the  Account  of  a  Participant,  an  amount  equal  to a
         percentage of the Participant's Compensation as specified by the Board.
         Amounts  credited  under this  Supplemental  Plan shall  begin with the
         calendar  year  which  includes  the later of  January  1, 1991 or each
         Participant's  initial date of participation in this Supplemental Plan.
         Amounts  credited with respect to Compensation  earned by a Participant
         for any Plan Year  preceding  January 1, 1995 shall be  credited to the
         Account of the  Participant  as of the Valuation  Date for the calendar
         year during  which such  Compensation  was  earned.  In  addition,  the
         amounts credited under this  Supplemental Plan shall continue until the
         Valuation Date concurrent with a Participant's  Employment  Termination
         Date, in accordance with Section 4.3 below. Furthermore, as provided in
         Section  7.3,  the  Employer  shall  pay  all  reasonable  expenses  of
         administration of this Supplemental Plan."

                  5.       Article IV, Section 4.3, Subsection (a) of the SERP
Plan shall be deleted in its entirety, and the following
substituted therefor:

                           "(a)     Termination.    Upon    the    Participant's
                                    Employment  Termination  Date,  he  shall be
                                    entitled to receive the value of his Account
                                    balance,  as described in this Article IV. A
                                    Participant's Account shall also be adjusted
                                    to reflect Employer  contributions  that are
                                    credited  for the  Plan  Year in  which  his
                                    Employment  Termination  Date  occurs.  This
                                    adjustment    shall   be   credited   to   a
                                    Participant's  Account as of his  Employment
                                    Termination   Date.   With   respect   to  a
                                    Participant who terminates employment during
                                    a Plan Year, a separate Valuation Date shall
                                    occur  upon  such  Participant's  Employment
                                    Termination  Date. Such a Participant  shall
                                    receive the value of his Account balance and
                                    the  earnings  thereon  as of the  Valuation
                                    Date    concurrent   with   his   Employment
                                    Termination  Date.  He  shall  also  receive
                                    Employer  contributions  as of the Valuation
                                    Date    concurrent   with   his   Employment
                                    Termination  Date,  but in no case  shall he
                                    receive    earnings    on   such    Employer
                                    contributions.  No  Employer  contributions,
                                    interest,  expenses,  gains, or losses shall
                                    be credited on behalf of a  Participant  for
                                    any Plan Year following the Valuation Date


                                       -2-

<PAGE>


                                    concurrent    with    such     Participant's
                                    Employment Termination Date."


                  IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Second
Amendment  to be  executed  by its  duly  authorized  officer  this  30th day of
October, 1996.





                                          By: /s/ John J. McKiernan
                                             ----------------------
                                          Its:  Vice President and Chief
                                                Financial Officer
                                                ------------------------

                                       -3-

<PAGE>