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Exhibit 99.3
AMENDMENT NO. 12
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 tender offers;
NOW, THEREFORE, the Plan is hereby amended as follows:
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
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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 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
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is 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 tendered by the Trustee for a
Participant shall be invested in the Participant's Account in
accordance with procedures established by the IKON Committee.
IN WITNESS WHEREOF, IKON has authorized its duly appointed officers to
execute this Amendment No.12 this ______ day of May, 1999.
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IKON OFFICE SOLUTIONS, INC.
By:_____________________________
Attest:______________________________
