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Exhibit (e)(6)
AMENDMENT NUMBER TWO TO THE
LANIER WORLDWIDE, INC. SAVE TO ACCUMULATE
RETIREMENT $ (STAR$) PLAN
(AS AMENDED AND RESTATED AS OF DECEMBER 1, 1999)
WHEREAS, Lanier Worldwide, Inc. ("Lanier") previously adopted The Lanier
Worldwide, Inc. Save To Accumulate Retirement $ (STAR$) Plan ("Plan"), which
Lanier amended and restated as of December 1999 and amended by Amendment Number
One; and
WHEREAS, Section 10.1 of the Plan reserves to Lanier the right to amend the
Plan by action taken by the Chief Executive Officer and the Chief Operation
Officer; and
WHEREAS, in anticipation of that certain Agreement and Plan of Merger among
Lanier, LW Acquisition Corp. and Ricoh Company Ltd. (the "Merger Agreement"),
Lanier desires to amend the Plan to cease all further investment in Lanier Stock
(as defined in the Plan) including contributions of Matching Contributions and
Profit Sharing Matching Contributions (both as defined in the Plan) and to
remove the restrictions on the sale of Lanier Stock.
NOW, THEREFORE, Lanier hereby amends the Plan as follows contingent on the
Merger Agreement:
1. By amending Section 5.9(a) to insert the following sentence at the end
of the section:
Notwithstanding anything herein to the contrary, effective as of 4:00
p.m. on the date of that certain Agreement and Plan of Merger among
the Plan Sponsor, LW Acquisition Corp. and Ricoh Company Ltd. (the
"Merger Agreement"), no further investments shall be made in Lanier
Stock (except those purchases that were initiated prior to 4:00 p.m.
on the date of the Merger Agreement).
2. By deleting Section 5.9(b) in its entirety.
Except as herein amended, the provisions of the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, the amendment has been executed this 28th day of
November, 2000.
DATE: NOVEMBER 28, 2000 By: /s/ Wesley E. Cantrell
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Wesley E. Cantrell
Chairman and Chief Executive Officer
DATE: NOVEMBER 28, 2000 By: /s/ C. Lance Herrin
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C. Lance Herrin
President and Chief Operating Officer
