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Exhibit 99.2
AMENDMENT NO. 11
TO THE
IKON OFFICE SOLUTIONS, INC.
RETIREMENT SAVINGS PLAN
WHEREAS, IKON Office Solutions, Inc. ("IKON") sponsors and maintains
the IKON Office Solutions, Inc. Retirement Savings Plan (the "Plan") for the
benefit of certain of its employees; and
WHEREAS, IKON now wishes to amend the Plan to add certain provisions
relating to hardship withdrawals and to address distributions at age 70 1/2;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Effective January 1, 1997, Section 7.3 is amended in its entirety
to provide as follows:
7.3 Late Retirement. A Participant who remains in the employ of
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an Employer beyond Retirement Age shall participate in the Plan on the
same basis as other Participants. In general, the Participant's
Accounts, valued in accordance with Section 11.8, shall be distributed
in accordance with the provisions of this Article and Article VIII
when the Participant actually retires. However, if the Participant is
still employed by an Employer or an Affiliated Company when he reaches
his Mandatory Benefit Commencement Date, he shall receive benefits in
accordance with Section 8.4.
II. Effective January 1, 1997, Section 7.7 is amended in its entirety
to provide as follows:
7.7 Timing of Distribution.
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(a) In general, a Participant entitled to receive a benefit
under this Article shall commence to receive his benefit as soon as
administratively practicable. However, in accordance with applicable
law, a benefit shall be paid or shall commence before a Participant
reaches Retirement Age only if the Participant consents in writing to
receive his benefit before Retirement Age. The Participant's consent
shall be valid only if it is given within 90 days before his benefit
commencement date. Such consent shall be given on a form provided by
the Committee.
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(b) Distribution of a Participant's benefit under this Plan shall be
made or shall commence by his Mandatory Benefit Commencement Date described
in paragraph (1), (2), or (3), whichever is applicable.
(1) Notwithstanding any provision of the Plan in effect to the
contrary, prior to January 1, 2000, the Mandatory Benefit Commencement Date
of a Participant who attains age 70 1/2 on or after January 1, 1989 shall
be the April 1st that follows the end of the calendar year in which the
Participant attains age 70 1/2.
(2) Effective January 1, 2000, the Mandatory Benefit
Commencement Date of a Participant who attains age 70 1/2 on or after
January 1, 2000 and who is a 5-percent owner (within the meaning of section
416 of the Code) of an Employer at any time during the five-Plan-Year
period ending in the calendar year in which he attained age 70 1/2 shall be
the April 1st that follows the end of the calendar year in which the
Participant attains age 70 1/2.
(3) Effective January 1, 2000, the Mandatory Benefit
Commencement Date of a Participant who attains age 70 1/2 on or after
January 1, 2000 and who is not a 5-percent owner (within the meaning of
section 416 of the Code) of an Employer at any time during the five-Plan-
Year period ending in the calendar year in which he attained age 70 1/2
shall be either the April 1st that follows the end of the calendar year in
which (A) the Participant attains age 70 1/2, or (B) if the Participant is
still employed at the end of the calendar year in which he attains age 70
1/2, the Participant's employment with all Employers and Affiliated
Companies terminates, whichever he elects. Such election must be made, in a
form provided by the Committee, not later than the April 1st that follows
the end of the calendar year in which he attains age 70 1/2. The Mandatory
Benefit Commencement Date of a Participant who fails to make a timely
election shall be the April 1st that follows the end of the calendar year
in which he attains age 70 1/2.
(c) A Participant shall begin to receive his benefit no later than
the later to occur of:
(1) the 60th day after the end of the Plan Year in which the
Participant attains age 62, or
(2) the 60th day after the end of the Plan Year in which the
Participant's employment with all Employers and Affiliated Companies
terminates.
(d) This Section shall be construed to comply with the provisions of
section 401(a)(9) of the Code and the regulations thereunder. Such
provisions shall override any distribution options in the Plan which are
inconsistent with section 401(a)(9) of the Code.
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III. Effective January 1, 1997, Section 8.4 is amended in its
entirety to provide as follows:
8.4 Mandatory Benefit Commencement.
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(a) If a Participant is still employed by an Employer or an
Affiliated Company when he reaches his Mandatory Benefit Commencement
Date, he shall begin to receive benefits in accordance with the
minimum distribution rules of section 401(a)(9) of the Code. When he
actually retires, the balance remaining in his Accounts shall be
distributed to him in the normal form described in Section 8.1 or in
the optional form he elects under Section 8.2.
(b) If distribution to a Participant commenced before the
Participant terminated his employment with all Employers and
Affiliated Companies, in accordance with the provisions of the Plan
and applicable law as in effect before January 1, 1997, distribution
shall not be affected by the provisions of this Section, but shall
continue uninterrupted.
(c) For the purpose of making a distribution required under
section 401(a)(9) of the Code to a Participant who is still employed,
the Participant's Accounts shall be valued as follows:
(1) The amount to be distributed on the Mandatory
Benefit Commencement Date shall be based on the value of the
Participant's Accounts as of the last Valuation Date in the second
calendar year preceding the calendar year in which the Mandatory
Benefit Commencement Date occurs.
(2) The amount to be distributed by the end of the
calendar year which contains the Mandatory Benefit Commencement Date
shall be based on (A) the value of the Participant's Accounts as of
the last Valuation Date in the calendar year preceding the calendar
year which contains the Mandatory Benefit Commencement Date, reduced
by (B) the amount distributed on the Mandatory Benefit Commencement
Date.
(3) The amount to be distributed by the end of each
calendar year after the calendar year which contains the Mandatory
Benefit Commencement Date, for so long as the Participant continues
his employment, shall be based on the value of the Participant's
Accounts as of the last Valuation Date in the preceding calendar year,
not including the distribution for the preceding calendar year.
(4) The value of the Participant's Accounts determined
under paragraph (1), (2), or (3) shall be increased by the additional
contributions, if any, which are allocated to the Accounts after the
relevant Valuation Date, but as of dates that fall within the calendar
year containing the relevant Valuation Date.
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(d) This Section shall be construed to comply with the
provisions of section 401(a)(9) of the Code and the regulations
thereunder.
IV. Effective September 1, 1998, Section 13.8 is amended by the
addition of the following new Subsection (f):
(f) If a Participant receives a third hardship withdrawal in a
12-month period for the same class of hardship, he may not make Basic
and Supplemental Contributions under this Plan for a period of 12
months commencing on the date his third such withdrawal is processed.
IN WITNESS WHEREOF, IKON has authorized its duly appointed officers to
execute this Amendment No.11 this 21st day of May, 1999.
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IKON OFFICE SOLUTIONS, INC.
By:________________________________
Attest:______________________________
