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EXHIBIT 99.4
AMENDMENT NO. 13
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 Unisource Stock held within the Unisource Stock Fund;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective January 1, 1999, Section 11.12 is amended and restated as
follows:
"11.12 Tender Offer.
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(a) For purposes of this Section, each Participant is hereby
designated a "named fiduciary" within the meaning of section 403(a)(1)
of ERISA with respect to shares of IKON Stock and Unisource Stock held
by the Trustee for that Participant.
(b) IKON Stock. (1) In the event that IKON Stock is the object
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of a tender offer pursuant to Regulation 14D of the Securities
Exchange Act of 1934 (or any substantially similar federal or state
statute or regulation), the Trustee shall not tender any shares of
IKON Stock held by it unless it is instructed to tender the shares by
the Participant for whom the shares are held.
(2) The purchase by the tender offeror of any shares
tendered by the Trustee shall be deemed to result in the withdrawal of
the shares so purchased from the Participant's Account. However, no
purchase of tendered IKON Stock shall be deemed to be a withdrawal
from any Account prior to the time that a withdrawal from that Account
may be made pursuant to the other terms of this Plan.
(c) Unisource Stock. (1) In the event that Unisource Stock is
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the object of a tender offer pursuant to Regulation 14D of the
Securities Exchange Act of 1934 (or any substantially similar federal
or state statute or regulation), the Trustee shall not tender any
shares of Unisource stock
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held by it unless it is instructed to tender the shares by the
Participant for whom the shares are held.
(2) The proceeds resulting from a purchase by the tender
offeror of any shares held by the Trustee for a Participant shall be
invested in the Participant's Account in accordance with procedures
established by the IKON Committee."
2. Effective July 12, 1999, Section 11.13 is amended and restated as
follows:
"11.13 Pre-Retirement Reinvestment Option.
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(a) Each Participant who has attained age 55 has the right to
direct that all or a portion of the IKON Stock Fund and, until July
12, 1999, the Unisource Stock Fund, that is attributable to Matching
Contributions held in his Employer Sub-Account C be reinvested in the
Investment Funds selected by the Participant. However, no Participant
may select the Unisource Stock Fund as an investment option.
(b) A Participant exercising his right under this Section shall
convey the proper investment instructions to the Recordkeeper by
telephone.
(c) Separate records shall be maintained to reflect the portion
of each Participant's Employer Sub-Account C which has been reinvested
pursuant to this Section.
(d) The value of IKON Stock and Unisource Stock in a
Participant's Account shall be determined on the basis of Fair Market
Value.
(e) All elections and investment transfers under this Section
shall be subject to any rules that may be prescribed by the
Administrator."
2. Effective July 12, 1999, Section 11.16 is amended and restated as
follows:
"11.16 Transfer Out of the Unisource Stock Fund.
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(a) A Participant may at any time transfer all or a portion of
his interest in the Unisource Stock Fund out of the Unisource Stock
Fund. Once an amount has been transferred out of the Unisource Stock
Fund, it may not be transferred back into the Unisource Stock Fund.
(b) Subject to Subsection (c), an amount invested in the
Unisource Stock Fund may be transferred to any other Investment Fund
the Participant selects (including the IKON Stock Fund).
(c) Notwithstanding Subsection (b), until July 12, 1999, the
portion of a Participant's Employer SubAccount C that is invested in
the
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Unisource Stock Fund may be transferred only to the IKON Stock Fund,
and not to any other Investment Fund, if the Participant is not yet
age 55 at the time of the transfer."
IN WITNESS WHEREOF, IKON has authorized its duly appointed officers to
execute this Amendment No.13 this ______ day of ________, 1999.
IKON OFFICE SOLUTIONS, INC.
By:_________________________________
Attest:____________________________
