S-8

As filed with the Securities and Exchange Commission on September 10, 2003

                                                                                                                                                       Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT

Under The Securities Act of 1933

IKON OFFICE SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

OHIO
(State or other jurisdiction of
incorporation or organization) 23-0334400
(I.R.S. Employer Identification No.)

_______________________________
70 Valley Stream Parkway
Malvern, PA 19355
(Address of Principal Executive Offices) (Zip Code)
_______________________________

2003 IKON Office Solutions, Inc. Non-Employee Directors' Compensation Plan

2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan

_______________________________

Don H. Liu
Senior Vice President, General Counsel and Secretary
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
(Name and address of agent for service)

(610) 296-8000
(Telephone number, including area code, of agent for service)

_______________________________

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed Maximuim Offering price per unit*	Proposed Maximum Aggregate offering price	Amount of registration fee
Common stock without par value***	6,000,000	$7.45	$44,700,000.00	$3,616.23

*Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c).
**Includes 1,000,000 shares registered under the 2003 IKON Office Solutions, Inc. Non-Employee Directors’ Compensation Plan and 5,000,000 shares registered under the 2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan.
***In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of shares that may become issuable pursuant to the anti-dilution provisions of the plans described herein.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

        A prospectus setting forth the information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1).

Item 2.    Registrant Information and Employee Plan Annual Information.

        The documents incorporated by reference in Item 3 of Part II of this Form S-8 are incorporated by reference in the Section 10(a) prospectus relating to this Registration Statement. The foregoing documents and all other documents required to be delivered to employees pursuant to Rule 428(b) are available without charge, upon written or oral request, to IKON Office Solutions, Inc. (the “Registrant” or the “Company”) 70 Valley Stream Parkway, Malvern, PA 19355, Attn: Law Department (telephone number: (610) 296-8000).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

        The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement (the “Registration Statement”):

        (a)      The Registrant’s annual report on Form 10-K for the year ended September 30, 2002;

        (b)      The Registrant’s quarterly report on Form 10-Q for the quarter ending on June 30, 2003;

        (c)      The Registrant’s registration statement on Form 8-A, relating to the Registrant’s preferred share purchase rights; and

        (d)      Description of the Registrant’s common stock contained in a registration statement filed under the Securities Act of 1933, including any amendment, statement or report filed updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents.

Item 4.    Description of Securities.

        Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

        The legality of the shares of Common Stock offered hereby has been passed upon for the Registrant by Don H. Liu, Senior Vice President, General Counsel and Secretary of the Registrant. On September 1, 2003, Mr. Liu beneficially owned 32,529 shares of Common Stock of the Company and, under stock option plans of the Company, holds options to purchase 163,334 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers.

        The Ohio General Corporation Law (the “Ohio Law”), under which the Registrant is organized, provides that the Registrant may indemnify persons who incur certain liabilities or expenses by reason of such persons being or having been directors, officers or employees of the Registrant or serving or having served in such capacities or similar capacities at the Registrant’s request for other corporations or entities. Pursuant to the Ohio Law, the Registrant has adopted, as part of its Code of Regulations, provisions whereby the Registrant shall indemnify such persons against such liabilities and expenses resulting from suits or other proceedings brought by third persons and against expenses resulting from suits or other proceedings brought in the right of the Registrant. No indemnification against expenses is to be made, however, in respect of claims brought in the right of the Registrant where: i) such person is finally adjudged to be liable for negligence or misconduct in the performance of a duty to the Registrant, unless specific court approval for such indemnification is obtained; or ii) the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Law (relating to unlawful loans, dividends or distributions of assets).

        As permitted by law, the Registrant has purchased liability insurance policies covering its directors and officers to provide protection where the law does not allow the Registrant to indemnify a director or officer. The policies also provide coverage for indemnifiable expenses, including expenses related to claims arising under the Employment Retirement Income Security Act against a director or officer based upon an alleged breach of fiduciary duty or other wrongful act with respect to an employee benefit plan.

Item 7.   Exemption from Registration Claimed.

        Not Applicable.

Item 8.    Exhibits.

(4.1)	Amended and Restated Rights Agreement, dated as of June 18, 1997 Registrant and National City Bank, filed on June 18, 1997 as Exhibit 1 to Registrant's Report on Form 8-K, is incorporated herein by reference.
(5)	Opinion of Don H. Liu re: legality.
(23)	Consent of Independent Auditors.
(24.1)	Powers of Attorney.
(24.2)	Certification of Board Resolution re: Powers of Attorney.
(99.1)	2003 IKON Office Solutions, Inc. Non-Employee Directors' Compensation Plan
(99.2)	2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan

Item 9.    Undertakings.

        (a)       The Registrant hereby undertakes:

                 (1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

                 (2)      That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

         (b)      The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.   Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on the 10th day of September, 2003.

Date:   September 10, 2003 IKON OFFICE SOLUTIONS, INC.




By:     /s/ WILLIAM S. URKIEL
         (William S. Urkiel)
         Title:   Senior Vice President and
         Chief Financial Officer
         (Principal Financial Officer)

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MATTHEW J. ESPE                 (Matthew J. Espe)	Chairman, President and Chief Executive Officer (Principal Executive Officer)	September 10, 2003
/s/ WILLIAM S. URKIEL                (William S. Urkiel)	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	September10, 2003
/s/ THEODORE E. STRAND              (Theodore E. Strand)	Vice President and Controller (Principal Accounting Officer)	September 10, 2003

/s/ JUDITH M. BELL                  (Judith M. Bell)	Director
/s/ PHILIP E. CUSHING               (Philip E. Cushing)	Director
/s/ THOMAS R. GIBSON              (Thomas R. Gibson)	Director
/s/ RICHARD A. JALKUT              (Richard A. Jalkut)	Director
/s/ ARTHUR E. JOHNSON              (Arthur E. Johnson)	Director
/s/ KURT M. LANDGRAF              (Kurt M. Landgraf)	Director
/s/ ANTHONY P. TERRACCIANO      (Anthony P. Terracciano)	Director
/s/ MARILYN WARE                  (Marilyn Ware)	Director

        *By his signature set forth below, Don H. Liu, pursuant to duly executed Powers of Attorney duly filed with the Securities and Exchange Commission, has signed this Registration Statement on behalf of the persons whose signatures are printed above, in the capacities set forth opposite their respective names.

                       /s/ DON H. LIU                     
(Don H. Liu)

September 10, 2003

INDEX TO EXHIBITS

(5)	Opinion of Don H. Liu re: legality.
(23)	Consent of Independent Auditors.
(24.1)	Powers of Attorney.
(24.2)	Certification of Board Resolution re: Powers of Attorney.
(99.1)	2003 IKON Office Solutions, Inc. Non-Employee Directors' Compensation Plan
(99.2)	2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan

EX-5

Exhibit 5

September 10, 2003

IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355

Ladies and Gentlemen:

        I have acted as counsel to IKON Office Solutions, Inc. (the “Corporation”) in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, 1,000,000 shares of its common stock for offering pursuant to the 2003 IKON Office Solutions, Inc. Non-Employee Directors’ Compensation Plan (the “Director Shares”) and 5,000,000 shares of its common stock for offering pursuant to the 2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan (the “Employee Shares”, and together with the Director Shares, the “Shares”). The Shares may be presently authorized but unissued shares or shares held as treasury shares at the time of their delivery.

        In connection therewith, I have examined such documents, records, certificates of public officials, statutes and decisions as I have considered necessary or appropriate for the purposes of this opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to the original documents of all documents submitted to me as certified or photostatic copies.

        I express no opinion as to the applicability or compliance with, or the effect of, federal law or the law of any jurisdiction other than the corporate laws of the State of Ohio.

        Based on the foregoing, I am of the opinion that when the Shares have been issued and sold and the consideration is received therefore by the Corporation pursuant to the terms of the 2003 IKON Office Solutions, Inc. Non Employee Directors’ Compensation Plan and the 2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of person whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

        This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

        This opinion letter has been prepared for your use in connection with the offer and sale of the Shares and speaks as of the date hereof. I assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion.

        It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Very truly yours,


/s/ DON H. LIU

Don H. Liu

EX-23

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 2, 2002 relating to the financial statements and financial statement schedule of IKON Office Solutions, Inc., which appears in IKON Office Solutions, Inc.‘s Annual Report on Form 10-K for the year ended September 30, 2002.

We also consent to the incorporation by reference in this Registration Statement of our report dated June 19, 2003 relating to the financial statements, which appears in the Annual Report of IKON Office Solutions, Inc. Retirement Savings Plan on Form 11-K for the year ended December 31, 2002.

PricewaterhouseCoopers LLP
Philadelphia, PA
September 10, 2003

EX-24

Exhibit 24.1

POWER OF ATTORNEY

        The undersigned certifies that she is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as her attorneys-in-fact, each with the power of substitution, to execute, on her behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 22nd day of July 2003.

                  /s/ JUDITH M. BELL                 
Judith M. Bell

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 22nd day of July 2003.

               /s/ PHILIP E. CUSHING              
Philip E. Cushing

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 22nd day of July 2003.

              /s/ THOMAS R. GIBSON             
Thomas R. Gibson

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 22nd day of July 2003.

              /s/ RICHARD A. JALKUT             
Richard A. Jalkut

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 20th day of July 2003.

              /s/ ARTHUR E. JOHNSON             
Arthur E. Johnson

POWER OF ATTORNEY

        The undersigned certifies that he is a Director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 22nd day of July 2003.

              /s/ KURT M. LANDGRAF             
Kurt M. Landgraf

POWER OF ATTORNEY

        The undersigned certifies that she is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as his attorneys-in-fact, each with the power of substitution, to execute, on his behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 22nd day of July 2003.

      /s/ ANTHONY P. TERRACCIANO     
Anthony P. Terracciano

POWER OF ATTORNEY

        The undersigned certifies that she is a director of IKON Office Solutions, Inc. (“IKON”).

        The undersigned hereby appoints each of William S. Urkiel and Don H. Liu as her attorneys-in-fact, each with the power of substitution, to execute, on her behalf, the foregoing registration statement on Form S-8, and any and all amendments thereto, for filing with the Securities and Exchange Commission (“SEC”), and to do all such other acts and execute all such other documents which said attorney may deem necessary or desirable.

         Dated this 21st day of July 2003.

                  /s/ MARILYN WARE                 
Marilyn Ware

EX-24

Exhibit 24.2

CERTIFICATION

        I, Don H. Liu, Secretary of IKON Office Solutions, Inc. do hereby certify that the following resolutions were duly passed by the Board of Directors of the Corporation on December 15, 2000, and that such resolutions are, as of the date hereof, in full force and effect:

        FURTHER RESOLVED, that Don H. Liu, William S. Urkiel and Jack Quinn, and each of them, are hereby authorized to act as attorneys-in-fact with the power of substitution, for each of the officers and directors of the corporation, who has so authorized such persons to so act, to sign on such officer’s or director’s behalf, one or more registration statements and annual reports of the corporation for filing with the Securities and Exchange Commission (“SEC”), and any and all amendments to said documents which said attorney may deem necessary or desirable to enable the corporation to register the offering of (i) serial preferred stock; (ii) common stock; (iii) debt securities; and/or (iv) participation interests in employee benefit plans under the federal securities laws, and to further enable the corporation to file such reports as are necessary under Section 13 or 15(d) of the Securities Exchange Act of 1934 and such other documents as are necessary to comply with all rules, regulations or requirements of the SEC in respect thereto; and

        FURTHER RESOLVED, that any officer of the corporation is hereby authorized to do and perform, or cause to be done or performed, any and all things and to execute and deliver any and all agreements, certificates, undertakings, documents or instruments necessary or appropriate in order to carry out the purpose and intent of the foregoing resolutions.

        IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of September 2003.

                       /s/ DON H. LIU                     
Don H. Liu

EX-99

Exhibit 99.1

2003 IKON OFFICE SOLUTIONS, INC.

NON-EMPLOYEE DIRECTORS’ COMPENSATION PLAN

ARTICLE I

PURPOSE

        The purpose of this 2003 IKON Office Solutions, Inc. Non-Employee Directors’ Compensation Plan is to enable IKON Office Solutions, Inc. (the “Company”) to offer non-employee directors of the Company the opportunity to acquire equity interests in the Company, thereby attracting, retaining and rewarding such persons, and aligning the interests of such persons with those of the Company’s shareholders.

ARTICLE II

DEFINITIONS

        For purposes of this Plan, the following terms shall have the following meanings:

        2.1      “Annual Option” shall mean an option to purchase shares of Common Stock granted pursuant to Section 6.1.

        2.2      “Annual Deferred Stock Unit Award” shall mean the right to receive Deferred Stock Units granted pursuant to Section 7.3.

        2.3      “Award” shall mean the award document evidencing the grant of an Option, Restricted Stock Award or Deferred Stock Unit Award and the terms and conditions of such grant.

         2.4     “Board“ shall mean the Board of Directors of the Company.

        2.5       “Change-in-Control“ shall mean any of the following events:

         (a)     any Person, together with its affiliates and associates (as such terms are used in Rule 12b-2 of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20% or more of the then outstanding shares of Common Stock; or

         (b)     the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on December 9, 2002, constituted the Board and any new director whose appointment or election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors on December 9, 2002 or whose appointment, election or nomination for election was so approved; or

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         (c)     the Company consolidates with, or merges with or into, any other Person (other than a wholly owned subsidiary of the Company), or any other Person consolidates with, or merges with or into, the Company, and, in connection therewith, all or part of the outstanding shares of Common Stock shall be changed in any way or converted into or exchanged for stock or other securities or cash or any other property; or

         (d)      a transaction or series of transactions in which, directly or indirectly, the Company shall sell or otherwise transfer (or one or more of its subsidiaries shall sell or otherwise transfer) assets (i) aggregating more than 50% of the assets (measured by either book value or fair market value) or (ii) generating more than 50% of the operating income or cash flow of the Company and its subsidiaries (taken as a whole) to any other Person or group of Persons.

        Notwithstanding the foregoing, no “Change-in-Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Common Stock immediately prior to such transaction or series of transactions own a majority of the outstanding voting shares and in substantially the same proportion in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

         2.6      “Code“ shall mean the Internal Revenue Code of 1986, as amended.

         2.7      “Common Stock“ shall mean the common stock, no par value, of the Company.

         2.8      “Company“ shall mean IKON Office Solutions, Inc.

         2.9      “Deferred Stock Unit“ shall mean the right to receive one share of Common Stock.

         2.10      “Deferred Stock Unit Account” shall mean the notarial account established pursuant to Article VII to record the grant of Deferred Stock Units to the Participant.

         2.11      “Deferred Stock Unit Award” shall mean an Annual Deferred Stock Unit Award, Discretionary Deferred Stock Unit Award or Retainer Deferred Stock Unit Award granted pursuant to Article VII.

         2.12      “Director“ shall mean a member of the Board.

         2.13      “Discretionary Deferred Stock Unit Award” shall mean the right to receive Deferred Stock Units granted pursuant to Section 7.4.

         2.14      “Discretionary Option” shall mean an option to purchase shares of Common Stock granted pursuant to Section 6.2.

         2.15      “Exchange Act“ shall mean the Securities Exchange Act of 1934, as amended.

         2.16      “Fair Market Value” as of any date shall mean, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, the closing sales price of a share of Common Stock for the applicable trading day as reported on the New York Stock Exchange Composite Tape.

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         2.17      “Non-Employee Director” shall mean a Director who is not an employee of the Company or any parent or subsidiary (as defined in Section 424 of the Code) of the Company.

         2.18      “Participant” shall mean a person to whom an Option, Restricted Stock Award or Deferred Stock Unit Award has been granted under this Plan.

         2.19      “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its affiliates (as defined under Rule 12b-2 of the Exchange Act), (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

         2.20      “Plan“ shall mean this 2003 IKON Office Solutions, Inc. Non-Employee Directors' Compensation Plan.

        2.21      “Plan Year” shall mean the twelve-month period beginning each February 1 and ending on the last day of January. However, if the Company’s annual meeting of shareholders is held in a month other than January, the Board may change the Plan Year to a period that corresponds appropriately to the date of the annual meeting of shareholders.

        2.22      “Potential Change-in-Control“ shall mean the occurrence of any one of the following:

         (a)     the Company enters into an agreement, the consummation of which will result in the occurrence of a Change-in-Control;

         (b)     the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change-in-Control; or

         (c)     the Board adopts a resolution to the effect that a Potential Change-in-Control has occurred.

         2.23      “Retainer Deferred Stock Unit Award “shall mean the right to receive Deferred Stock Units granted pursuant to Section 7.5.

         2.24      “Restricted Stock Award“ shall mean the right to receive shares of Common Stock granted pursuant to Section 6.2.

         2.25      “ Stock Option“ or “Option“ shall mean an Annual Option or a Discretionary Option granted pursuant to Article VI.

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ARTICLE III

ADMINISTRATION

         3.1      Administration.   The Plan shall be administered and interpreted by the Board. The Board may from time to time appoint a plan administrator to carry out the day-to-day duties and responsibilities relating to the Plan.

         3.2      Awards.   The Board shall have the full and sole authority to grant Options, Restricted Stock Awards, and Deferred Stock Unit Awards under the Plan to persons eligible under Article V according to the terms of the Plan, including the authority:

         (a)      to select the Non-Employee Directors to whom Options, Restricted Stock Awards, and Deferred Stock Unit Awards may from time to time be granted, consistent with the terms of the Plan;

         (b)      to determine whether and to what extent Options, Restricted Stock Awards and Deferred Stock Unit Awards or any combination thereof, are to be granted to one or more persons eligible to receive such awards under Article V, consistent with the terms of the Plan;

         (c)      to determine the number of shares of Common Stock to be covered by each Option, Restricted Stock Award and Deferred Stock Unit Award, consistent with the terms of the Plan;

         (d)      to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Option, Restricted Stock Award or Deferred Stock Unit Award granted (including, but not limited to, the exercise price of an Option, the term of an Option, any restriction or limitation affecting the exercisability of an Option or vesting of the Restricted Stock Award and Deferred Stock Unit Award and any conditions under which the exercisability of an Option or vesting of a Restricted Stock Award or Deferred Stock Unit Award will be accelerated); and

         (e)     to deal with any other matters arising under the Plan.

         3.3      Guidelines.   Subject to Article VIII hereof, the Board shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of this Plan and any Option, Restricted Stock Award or Deferred Stock Unit Award granted under this Plan (and any agreements relating thereto); and to otherwise supervise the administration of this Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any Option, Restricted Stock Award or Deferred Stock Unit Award in the manner and to the extent it shall deem necessary to carry this Plan into effect. All powers of the Board shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

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         3.4      Decisions Final.   Any decision, interpretation or other action made or taken in good faith by the Board arising out of or in connection with the Plan shall be final, binding and conclusive on the Company, the Directors and the Participants and their respective heirs, executors, administrators, successors and assigns.

ARTICLE IV

SHARE LIMITATIONS

         4.1      Shares.   The maximum aggregate number of shares of Common Stock that may be issued under this Plan shall be 1,000,000 (subject to any increase or decrease pursuant to Section 4.3), which may be either authorized and unissued Common Stock or issued Common Stock reacquired by the Company, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent any Option, Restricted Stock Award or Deferred Stock Unit Award granted under this Plan expires, terminates, or is cancelled, exchanged or surrendered for any reason without having been issued as unrestricted Common Stock, the number of unissued shares shall again be available for the purposes of the Plan.

         4.2         Restricted Stock Award Limit. The maximum aggregate number of shares of Common Stock that may be subject to Restricted Stock Awards made under the Plan shall not exceed 250,000 shares (subject to any increase or decrease pursuant to Section 4.3).

         4.3      Adjustments.    In the event of any stock dividend, stock split, combination of shares, merger, consolidation, reorganization, spin-off, recapitalization, or other similar event affecting the outstanding shares of Common Stock (the "Event"), the maximum number and kind of shares that may be issued under the Plan, the number of shares with respect to which future Annual Options and Annual Deferred Stock Unit Awards are to be granted, the number and kind of shares subject to then outstanding Options and/or Restricted Stock Awards and/or Deferred Stock Unit Awards, and the price for each share subject to any then outstanding Options shall be appropriately and equitably adjusted as necessary to maintain the same proportionate number of shares as existed immediately prior to the Event and the same aggregate option price. Fractional shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Board shall be final, binding and conclusive.

ARTICLE V

ELIGIBILITY

         5.1      Eligibility.   Each person who is a Non-Employee Director is eligible to be granted Options, Restricted Stock Awards and Deferred Stock Unit Awards in accordance with the terms of this Plan.

ARTICLE VI

STOCK OPTIONS AND RESTRICTED STOCK AWARDS

         6.1      Annual Options.   Each year for as long as this Plan remains in effect, each person who is elected as a Director at the Company's annual meeting of shareholders and who is a Non-Employee Director at the time of such election shall automatically be granted an Annual Option to purchase that number of shares of Common Stock determined by dividing $35,000 by the per-option value, calculated based on the Black-Scholes valuation method, subject to adjustment as provided in Section 4.3 and/or as determined by the Board. Such options will generally be granted on the date of the first board meeting following the annual shareholders' meeting.

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         6.2      Discretionary Options/Restricted Stock Awards.   The Board shall have full authority to grant Discretionary Options or Restricted Stock Awards to any Non-Employee Director, including the authority:

         (a)     to select the Non-Employee Directors to whom Discretionary Options or Restricted Stock Awards may from time to time be granted;

         (b)     to determine whether and to what extent Discretionary Options or Restricted Stock Awards are to be granted to such Non-Employee Directors;

         (c)     to determine the number of shares of Common Stock to be covered by each Discretionary Option or Restricted Stock Award; and

         (d)      to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Discretionary Options or Restricted Stock Awards granted (including, but not limited to, the exercise price, the term, any restriction or limitation affecting the exercisability of the Option or vesting of the Restricted Stock Award, and any conditions under which the exercisability of the Option or vesting of the Restricted Stock Award will be accelerated).

         6.3      Terms of Options.   Unless otherwise determined by the Board, options granted under this Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Board shall deem desirable:

         (a)      Stock Option Award.   Each Stock Option shall be evidenced by, and subject to the terms of, a Stock Option Award document, which shall specify the number of shares of Common Stock subject to the Stock Option, the option price, the option term, and the other terms and conditions applicable to the Stock Option.

         (b)     Option Price.    Subject to Section 8.2, the option price per share of Common Stock purchasable upon exercise of a Stock Option shall be determined as follows: (i) in the case of Annual Options, the option price shall be equal to 100% of the Fair Market Value of a share of Common Stock on the date of grant; and (ii) in the case of Discretionary Options, the option price shall be determined by the Board at the time of grant but shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant.

         (c)      Option Term.   The term of each Stock Option shall be as follows: (i) in the case of Annual Options, the term shall be ten years; and (ii) in the case of Discretionary Options, the term shall be fixed by the Board at the time of grant.

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         (d)     Exercisability.   Unless otherwise specified in a Stock Option Award document, Stock Options shall be exercisable as follows: (i) Annual Options shall be immediately exercisable beginning the day after the date of grant; and (ii) Discretionary Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Board at the time of grant. Notwithstanding the foregoing, the Board may waive the vesting provisions of any Discretionary Option, in whole or in part, at any time after the date of grant, based on such factors as the Board shall, in its sole discretion, deem appropriate.

         (e)      Method of Exercise.   Subject to any applicable vesting provisions, Stock Options may be exercised in whole or in part at any time during the option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. The option price shall be paid in full by: (i) delivering cash or a check payable to the order of the Company in an amount equal to the exercise price prior to the delivery of the shares, (ii) to the extent permitted by applicable law, making arrangements for a broker-assisted exercise, (iii) making payment using shares of Common Stock owned by the Participant for at least six months preceding the exercise date and which have not been used in a stock swap in the preceding six months, or (iv) such other method as the Board may approve. Upon exercise of the Option, a stock certificate or stock certificates representing the number of shares of Common Stock to which the Participant is entitled shall be delivered to the Participant (or, for broker-assisted exercises, to the broker, as appropriate). A Participant shall not be deemed to be the holder of Common Stock, or to have the rights of a holder of Common Stock, with respect to shares subject to the Option, unless and until a stock certificate representing such shares of Common Stock is issued to the Participant.

         (f)     Termination.   Unless otherwise determined by the Board, or provided in the particular Stock Option Award document, Stock Options held by a Participant who ceases to be a Director shall be exercisable as follows:

         (i)     In the case of a Participant who ceases to be a Director because of death, all Options that were outstanding on the date of the Participant's death may be exercised by the legal representative of the Participant's estate for a period of one year after the date of death or until the expiration of the stated term of the Option, whichever period is shorter.

         (ii)     In the case of a Participant who ceases to be a Director for any other reason (including retirement because of age or disability), all Options that were exercisable on the date on which the Participant ceased to be a Director may be exercised by the Participant until the expiration of the stated term of the Option. Except as otherwise provided by the Board, any of the Participant's Options that are not otherwise exercisable as of the date of the Participant's termination as a Director for a reason other than death shall terminate as of the date of the Participant's termination as a Director.

         (iii)     Any Option not exercised during the periods specified in subsections (i) or (ii) shall terminate at the end of such period; provided, however, that the Board may accelerate the exercisability of any Option, extend the one-year period specified in subsection (i), or make such other modifications to the Stock Option, not inconsistent with legal requirements, as the Board shall, in its sole discretion, deem appropriate.

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        6.4      Terms of Restricted Stock Awards.   Unless otherwise determined by the Board, Restricted Stock Awards granted under this Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Board shall deem desirable:

         (a)     Restricted Stock Award.   Each Restricted Stock Award shall be evidenced by, and subject to the terms of, a Restricted Stock Award document. The Restricted Stock Award document shall specify the number of shares of Common Stock subject to the Restricted Stock Award and the other terms and conditions applicable to the Restricted Stock Award. Restricted Stock Awards may be granted in the form of restricted Common Stock or units payable in Common Stock.

         (b)     Vesting and Other Conditions.   At the time the Restricted Stock Award is granted, the Board shall determine the vesting conditions, if any, applicable to the Restricted Stock Award, and any other conditions applicable to the Restricted Stock Award. Notwithstanding the foregoing, the Board may waive the vesting provisions or any other provisions of any Restricted Stock Award, in whole or in part, at any time after the date of grant, based on such factors as the Board shall, in its sole discretion, deem appropriate.

         (c)     Termination.   Unless otherwise determined by the Board, or provided in the particular Restricted Stock Award document, Restricted Stock Awards held by a Participant who ceases to be a Director shall be issuable as follows:

         (i)     In the case of Participant who ceases to be a Director because of death, all Restricted Stock Awards that were outstanding on the date of death will be issued to the legal representative of the Participant's estate as soon as practicable, but in no event later than one year from the date of death.

         (ii)     In the case of a Participant who ceases to be a Director for any other reason (including retirement because of age or disability), all Restricted Stock Awards that were outstanding as of the date on which the Participant ceased to be a Director (the "Termination Date") shall be forfeited, unless the applicable vesting date for such Restricted Stock Award is prior to the Termination Date or except as otherwise determined by the Board.

         6.5      Change-in-Control.

         (a)     All outstanding Stock Options shall automatically become fully exercisable and all Restricted Stock Awards shall fully vest upon the occurrence of a Potential Change-in-Control or a Change-in-Control. In no event shall this Section 6.5(a) or Sections 2.5, 2.22, 4.3, or 7.6 be subject to modification after a Potential Change-in-Control or Change-in-Control has occurred.

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         (b)     In addition to the foregoing provision, in the event of a Change-in-Control, the Board may take any of the following actions with respect to any or all outstanding Options: the Board may (i) require that Participants surrender their outstanding Options in exchange for a payment by the Company, in cash or Common Stock as determined by the Board, in an amount equal to the amount by which the then Fair Market Value of the shares of Common Stock subject to the Participant's unexercised Options exceeds the option price of the Options, (ii) after giving Participants an opportunity to exercise their outstanding Options, terminate any or all unexercised Options at such time as the Board deems appropriate, or (iii) upon a Change-in-Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), provide that all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation).

ARTICLE VII

DEFERRED STOCK UNIT AWARDS

         7.1      Terms of Deferred Stock Unit Awards.   Unless otherwise determined by the Board, Deferred Stock Unit Awards granted under this Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Board shall deem desirable:

         (a)     Deferred Stock Unit Award.   Each Deferred Stock Unit Award shall be evidenced by, and subject to the terms of, a Deferred Stock Unit Award document. The Deferred Stock Unit Award document shall specify the number of shares of Common Stock subject to the Deferred Stock Unit Award and the other terms and conditions applicable to the Deferred Stock Unit Award. A Participant who receives a Deferred Stock Unit Award will have no rights as a shareholder of the Company with respect to allocations made to his or her Deferred Stock Unit Account.

         (b)      Vesting and Other Conditions.   At the time the Deferred Stock Unit Award is granted, the Board shall determine the vesting conditions, if any, applicable to the Deferred Stock Unit Award, and any other conditions applicable to the Deferred Stock Unit Award. Notwithstanding the foregoing, the Board may waive the vesting provisions or any other provisions of any Deferred Stock Unit Award, in whole or in part, at any time after the date of grant, based on such factors as the Board shall, in its sole discretion, deem appropriate.

         (c)     Termination.   Unless otherwise determined by the Board, or provided in the particular Deferred Stock Unit Award document, shares of Common Stock underlying the Deferred Stock Unit Awards held by a Participant who ceases to be a Director shall be issuable as follows:

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         (i)     In the case of a Participant who ceases to be a Director because of death, shares of Common Stock underlying all Deferred Stock Unit Awards that were outstanding on the date of death will be distributed to the legal representative of the Participant's estate as soon as practicable, but in no event later than one year from the date of death.

         (ii)     In the case of a Participant who ceases to be a Director for any other reason (including retirement because of age or disability), shares of Common Stock underlying all Deferred Stock Unit Awards that were outstanding as of the Termination Date and which have a vesting date prior to the Terminate Date will be distributed to the Participant.

         (iii)     Upon the application of a Participant, the Board, in accordance with its uniform, nondiscriminatory policy, may permit the Participant to withdraw shares of Common Stock underlying some or all of his or her Deferred Stock Unit Awards after the applicable vesting date upon receipt of a written petition of the Participant's intent to withdraw at least sixty (60) days (or such other time as permitted by the Board in its sole discretion) prior to the date of withdrawal. No withdrawal shall be made under the provisions of this Section 7.1(c)(iii) except for the purpose of enabling the Participant to meet immediate needs created by a financial hardship for which the Participant does not have other reasonably available sources of funds as determined by the Board in accordance with uniform rules. The term "financial hardship" shall include the need for funds to meet uninsured medical expenses for the Participant or his dependents (as defined in Section 152(a) of the Code), meet a significant uninsured casualty loss for the Participant or his dependents, and meet other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. If a withdrawal is permitted by the Board, shares of Common Stock underlying the Deferred Stock Unit Awards shall be issued to the Participant as soon as practicable.

         (iv)     Upon the application of a Participant, the Board shall permit the Participant to receive a distribution of his or her entire vested Deferred Stock Unit Account prior to the time otherwise specified in the Plan for reasons other than a financial hardship upon receipt of a written petition of the Participant's intent to receive such a distribution at least sixty (60) days (or such other time as permitted by the Board in its sole discretion) prior to the date of the distribution. If a Participant elects to receive such a distribution pursuant to this Section 7.1(c)(iv), a penalty shall be imposed such that the value of the Participant's Deferred Stock Unit Account, determined immediately prior to the distribution, shall be reduced by 10%.

         (v)     Upon a Participant ceasing to be a Director for any reason other than death, any Deferred Stock Unit Awards that were outstanding as of the Termination Date and which have a vesting date after the Termination Date shall be forfeited except as otherwise determined by the Board.

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         (vi)      All distributions shall be in the form of Common Stock, except that cash shall be issued in lieu of fractional shares of Common Stock.

         7.2      Establishment of Deferred Stock Unit Account.   The Company shall establish a Deferred Stock Unit Account for each Participant with respect to the grant of Deferred Stock Unit Awards under this Article VII. When a Deferred Stock Unit Award is granted, the Participant’s Deferred Stock Unit Account will be credited with the Deferred Stock Units as of the date of such Deferred Stock Unit Award. Each Participant will receive a periodic statement of the number of Deferred Stock Units in the Participant’s Deferred Stock Unit Account.

         7.3      Annual Deferred Stock Unit Awards.   Each year so long as this Plan remains in effect, each person who is elected a Director at the Company’s annual meeting of shareholders and who is a Non-Employee Director at the time of such election shall automatically be granted an Annual Deferred Stock Unit Award entitling the Director to receive that number of Deferred Stock Units determined by dividing $35,000 by the Fair Market Value of a share of Common Stock as of the date of grant, subject to adjustment as provided in Section 4.3 and/or as determined by the Board.

         7.4      Discretionary Deferred Stock Unit Awards.   The Board shall have full authority to grant Discretionary Deferred Stock Unit Awards to any Non-Employee Director, including the authority:

         (a)     to select the Non-Employee Directors to whom Discretionary Deferred Stock Unit Awards may from time to time be granted;

         (b)      to determine whether and to what extent Discretionary Deferred Stock Unit Awards are to be granted to such Non-Employee Directors; and

         (c)      to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Discretionary Deferred Stock Unit Awards granted (including, but not limited to, vesting of the Deferred Stock Unit Award).

         7.5      Retainer Deferred Stock Unit Awards.   Each year for as long as this Plan remains in effect, Retainer Deferred Stock Unit Awards shall be granted to any Non-Employee Director who has filed with the Company an election to receive Deferred Stock Units in lieu of cash compensation for serving on the Board (including, for purposes of this Section 7.5, attendance fees, if any, for meetings of the Board or a committee of the Board), or some portion thereof, to be earned by such Director in each Plan Year during which he or she shall serve as a Director.

         7.6      Change-in-Control.   All Deferred Stock Unit Awards shall be distributed upon the occurrence of a Potential Change-in-Control or a Change-in-Control. In no event shall this Section 7.6 or Sections 2.5, 2.22, 4.3 or 6.5 be subject to modification after a Potential Change-in-Control or Change-in-Control has occurred.

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ARTICLE VIII

TERMINATION OR AMENDMENT

         8.1      Termination or Amendment of the Plan.   The Board may at any time terminate this Plan or amend all or any part of this Plan, prospectively or retroactively; provided, however, that, the Board may not amend the Plan without shareholder approval if such approval is required in order to comply with applicable stock exchange requirements. Unless otherwise required by law, the rights of a Participant with respect to Options, Restricted Stock Awards or Deferred Stock Unit Awards granted prior to a termination or amendment of the Plan may not be materially impaired without the consent of such Participant, except as otherwise provided in the Plan.

         8.2      Amendment of Options, Restricted Stock Awards or Deferred Stock Unit Awards.   The Board may amend the terms of any outstanding Option, Restricted Stock Award or Deferred Stock Unit Award, prospectively or retroactively provided, however, that no modification may reduce or have the effect of reducing the per share exercise price of any outstanding Option. Notwithstanding the forgoing, no such amendment or other action by the Board shall materially impair the rights of any Participant without the Participant’s consent, except as otherwise provided in the Plan or required by applicable law.

ARTICLE IX

GENERAL PROVISIONS

         9.1      Nonassignment.   Except as otherwise provided in this Plan, Options, Restricted Stock Awards and Deferred Stock Unit Awards granted hereunder and the rights and privileges conferred thereby shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process.

        9.2      Legend.   All certificates representing shares of Common Stock delivered pursuant to this Plan shall be subject to such stock transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is listed or traded, any applicable federal or state securities law, and any applicable corporate law, and the Board may cause a legend or legends to be put on stock certificates to make appropriate reference to such restrictions.

         9.3      Other Plans.   Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is desired or required, and such arrangements may be either generally applicable or applicable only in specific cases.

         9.4         No Right to Continue as Director. Neither this Plan nor the grant of any Option, Restricted Stock Award or Deferred Stock Unit Award shall constitute evidence of any agreement or understanding, express or implied, that a Director will continue as a member of the Board, or that the Company will nominate any Director for reelection by the Company’s shareholders.

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        9.5      Listing and Other Conditions.

         (a)      The Company shall have no obligation to issue any shares of Common Stock upon exercise of an Option, vesting of a Restricted Stock Award or vesting of a Deferred Stock Unit Award unless and until the shares are listed on the New York Stock Exchange, and the right to exercise any Option or receive Common Stock pursuant to a Restricted Stock Award or Deferred Stock Unit Award may be suspended until such listing has been effected.

         (b)     If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock under this Plan is or may under the circumstances be unlawful or result in the imposition of excise taxes under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933, as amended, or otherwise with respect to shares of Common Stock or Options, and the right to exercise any Option or receive Common Stock pursuant to any Restricted Stock Award or Deferred Stock Unit Award shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or shall not result in the imposition of excise taxes.

         (c)      Upon termination of any period of suspension under this Section 9.5, any Option, Restricted Stock Award or Deferred Stock Unit Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Option, Restricted Stock Award or Deferred Stock Unit Award.

         9.6      Governing Law.   This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of law provisions thereof.

         9.7      Construction.   Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

         9.8      Liability of Plan Administrators.   No member or former member of the Board or employee plan administrator shall be liable, in the absence of bad faith or willful misconduct, for any act or omission with respect to service as an administrator of the Plan, which service shall constitute service as a director or employee of the Company entitling such person to indemnification and reimbursement by the Company.

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         9.9      Costs.   Unless otherwise determined by the Board, the Company shall bear all expenses incurred in administering this Plan, including expenses of issuing Common Stock pursuant to the Plan.

         9.10      Severability.   If any part of this Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of this Plan, which shall continue in full force and effect.

         9.11     Successors.    This Plan shall be binding upon and inure to the benefit of any successor or successors of the Company.

         9.12      Headings.   Article and section headings contained in this Plan are included for convenience only and are not to be used in construing or interpreting this Plan.

ARTICLE X

EFFECTIVE DATE OF PLAN

         10.1      Effective Date. This Plan shall become effective as of December 9, 2002, subject to shareholder approval of the Plan.

ARTICLE XI

TERM OF PLAN

         11.1      Term.   No Stock Options, Restricted Stock Awards or Deferred Stock Unit Awards shall be granted pursuant to this Plan after December 9, 2012, but Options, Restricted Stock Awards or Deferred Stock Unit Awards granted prior to such date may extend beyond that date.

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EX-99

Exhibit 99.2

2003 IKON OFFICE SOLUTIONS, INC.

EMPLOYEE EQUITY INCENTIVE PLAN

ARTICLE I

PURPOSE

        The purpose of this 2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan is to enable IKON Office Solutions, Inc. (the “Company”) to offer executive officers and other employees of the Company and its subsidiaries equity interests in the Company, thereby attracting, retaining and rewarding such persons, and aligning the interests of such persons with those of the Company’s shareholders.

ARTICLE II

DEFINITIONS

        For purposes of this Plan, the following terms shall have the following meanings:

         2.1      “Award” shall mean the award document evidencing the grant of an Option or Restricted Stock Award and the terms and conditions of such grant.

         2.2       “Board” shall mean the Board of Directors of the Company.

         2.3       “Change-in-Control” shall mean any of the following events:

         (a)      any Person, together with its affiliates and associates (as such terms are used in Rule 12b-2 of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20% or more of the then outstanding shares of the Company's Common Stock; or

         (b)      the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on December 9, 2002, constituted the Board and any new director whose appointment or election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors of the Company on December 9, 2002 or whose appointment, election or nomination for election was so approved; or

         (c)      the Company consolidates with, or merges with or into, any other Person (other than a wholly owned subsidiary of the Company), or any other Person consolidates with, or merges with or into, the Company, and, in connection therewith, all or part of the outstanding shares of Common Stock shall be changed in any way or converted into or exchanged for stock or other securities or cash or any other property; or

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         (d)      a transaction or series of transactions in which, directly or indirectly, the Company shall sell or otherwise transfer (or one or more of its subsidiaries shall sell or otherwise transfer) assets (i) aggregating more than 50% of the assets (measured by either book value or fair market value) or (ii) generating more than 50% of the operating income or cash flow of the Company and its subsidiaries (taken as a whole) to any other Person or group of Persons.

        Notwithstanding the foregoing, no Change-in-Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Common Stock immediately prior to such transaction or series of transactions own a majority of the outstanding voting shares and in substantially the same proportion in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

         2.4      “Code” shall mean the Internal Revenue Code of 1986, as amended.

         2.5      “Committee” shall mean a committee appointed by the Board to administer the Plan, consisting of two or more directors, each of whom is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined in Section 162(m) of the Code and related Treasury regulations.

         2.6       “Common Stock” shall mean the common stock, no par value, of the Company.

         2.7       “Company” shall mean IKON Office Solutions, Inc.

         2.8       “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

         2.9       “Executive Officer” shall mean any executive officer (as such term is defined under Rule 16a-1(f) of the Exchange Act) or any other individual designated by the Company as an executive officer.

         2.10       “Fair Market Value” as of any date shall mean, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, the closing sales price of a share of Common Stock for the applicable trading day as reported on the New York Stock Exchange Composite Tape.

         2.11       “Incentive Stock Option” shall mean a stock option to purchase Common Stock under this Plan that is intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code or any successor section.

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         2.12       “Nonqualified Stock Option” shall mean a stock option to purchase Common Stock under this Plan that is not an Incentive Stock Option.

         2.13       “Participant” shall mean a person to whom an Award has been granted under this Plan.

         2.14       “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates (as defined under Rule 12b-2 of the Exchange Act), (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s stock.

         2.15       “Plan” shall mean this 2003 IKON Office Solutions, Inc. Employee Equity Incentive Plan.

         2.16       “Restricted Stock Award” shall mean an award granted pursuant to Section 6.5.

         2.17       “Stock Option” or “Option” shall mean an Incentive Stock Option or Nonqualified Stock Option to purchase shares of Common Stock granted pursuant to Article VI.

ARTICLE III

ADMINISTRATION

         3.1       The Committee.   The Plan shall be administered and interpreted by the Committee. The Committee may from time to time appoint a plan administrator to carry out the day-to-day duties and responsibilities relating to the Plan.

         3.2       Awards.   The Committee shall have full and sole authority to grant Options and Restricted Stock Awards to persons eligible under Article V, including the authority:

         (a)      to select the persons to whom Options and Restricted Stock Awards may from time to time be granted;

         (b)      to determine whether and to what extent Restricted Stock Awards, Incentive Stock Options or Nonqualified Stock Options, or any combination thereof, are to be granted to one or more persons eligible to receive such awards under Article V;

         (c)      to determine the number of shares of Common Stock to be covered by each Option and Restricted Stock Award;

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         (d)      to determine terms, conditions, and form of payment, not inconsistent with the terms of this Plan, of any Restricted Stock Award or any Option granted (including, but not limited to, the exercise price of the Option, the term of the Option, any restriction or limitation affecting the exercisability of the Option or vesting of the Restricted Stock Award and any conditions under which the exercisability of the Option or vesting of the Restricted Stock Award will be accelerated); and

         (e)      to deal with any other matters arising under the Plan.

         3.3       Guidelines.   Subject to Article VII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of this Plan and any Award granted under this Plan (and any agreements relating thereto); and to otherwise supervise the administration of this Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent it shall deem necessary to carry this Plan into effect. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

         3.4       Decisions Final.   Any decision, interpretation or other action made or taken in good faith by the Committee arising out of or in connection with the Plan shall be final, binding and conclusive on the Company, all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

ARTICLE IV

SHARE LIMITATIONS

         4.1       Shares.   The maximum aggregate number of shares of Common Stock that may be issued under this Plan shall be 5,000,000 (subject to any increase or decrease pursuant to Section 4.4), which may be either authorized and unissued Common Stock or issued Common Stock reacquired by the Company, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent any Option or Restricted Stock Award granted under this Plan expires, terminates, or is cancelled, exchanged or surrendered for any reason without having been issued as unrestricted Common Stock, the number of unissued shares shall again be available for the purposes of the Plan.

         4.2       Individual Limit.   The maximum aggregate number of shares of Common Stock that may be subject to Options and Restricted Stock Awards made under the Plan to any individual during any fiscal year shall be 500,000 (subject to increase or decrease pursuant to Section 4.4).

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         4.3       Restricted Stock Award Limit.   The maximum aggregate number of shares of Common Stock that may be subject to Restricted Stock Awards made under the Plan shall not exceed 1,250,000 shares (subject to increase or decrease pursuant to Section 4.4).

         4.4      Adjustments.   In the event of any stock dividend, stock split, combination of shares, merger, consolidation, reorganization, spin-off, recapitalization, or other similar event affecting the outstanding shares of Common Stock (the “Event”), the maximum number and kind of shares that may be issued under the Plan, the number and kind of shares subject to then outstanding Options and/or Restricted Stock Awards, and the price for each share subject to then outstanding Options shall be appropriately and equitably adjusted as necessary to maintain the same proportionate number of shares as existed immediately prior to the Event and the same aggregate option price. Fractional shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive.

ARTICLE V

ELIGIBILITY

         5.1       Eligible Persons.   Employees and executives of the Company and its subsidiaries, including, but not limited to, Executive Officers of the Company or any subsidiary of the Company, are eligible to be granted Options and Restricted Stock Awards in accordance with the terms of this Plan.

ARTICLE VI

STOCK OPTIONS AND RESTRICTED STOCK AWARDS

         6.1       Options.   Each Stock Option granted under this Plan shall be either an Incentive Stock Option or a Nonqualified Stock Option.

         6.2      Option Grants.   The Committee shall have the authority to grant to any person eligible under Article V one or more Incentive Stock Options, Nonqualified Stock Options, or both types of Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise, the optionee’s employment status or otherwise), such Stock Option or the portion thereof which does not qualify as an Incentive Stock Option shall constitute a separate Nonqualified Stock Option. Stock Options granted under the Plan need not be uniform as among the Participants.

         6.3      Incentive Stock Options.   Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participant affected, to disqualify any Incentive Stock Option under such Section 422, except as provided in Section 6.4 hereof.

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         6.4       Terms of Options.   Options granted under this Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem desirable:

         (a)      Stock Option Award.    Each Stock Option shall be evidenced by, and subject to the terms of, a Stock Option Award document, which shall specify whether the Option is an Incentive Stock Option or a Nonqualified Stock Option, the number of shares of Common Stock subject to the Stock Option, the option price, the option term, and the other terms and conditions applicable to the Stock Option.

         (b)      Option Price.    Subject to Section 7.2, the option price per share of Common Stock purchasable upon exercise of a Stock Option shall be determined by the Committee at the time of grant, but shall be not less than 100% of the Fair Market Value of the Common Stock on the date of grant. However, an Incentive Stock Option may not be granted to any Participant who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary of the Company, unless the option price per share of Common Stock is not less than 110% of the Fair Market Value of Common Stock on the date of grant.

         (c)      Option Term.   The term of each Stock Option shall be fixed by the Committee at the time of grant, but shall not be exercisable more than ten years after the date of grant if the Stock Option is intended to be an Incentive Stock Option. However, an Incentive Stock Option that is granted to a Participant who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary of the Company, may not have a term that exceeds five years from the date of grant.

         (d)      Exercisability.    Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant; provided, however, that the Committee may waive any vesting provisions, in whole or in part and may accelerate the exercisability of any or all outstanding Stock Option Awards, at any time after the date of grant, based on such factors as the Committee shall, in its sole discretion, deem appropriate.

         (e)      Method of Exercise.    Subject to such vesting provisions as may be imposed by the Committee, Stock Options may be exercised in whole or in part at any time during the option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. The option exercise price shall be paid in full by: (i) delivering cash or a check payable to the order of the Company prior to the delivery of the shares, (ii) to the extent permitted by applicable law, making arrangements for a broker-assisted exercise, (iii) making payment using shares of Common Stock owned by the optionee for at least six months preceding the exercise date, or (iv) such other method as the Committee may approve. Upon exercise of the Option, a stock certificate or stock certificates representing the number of shares of Common Stock to which the Participant is entitled shall be delivered to the Participant (or, for broker-assisted exercises, to the broker, as appropriate). A Participant shall not be deemed to be the holder of Common Stock, or to have the rights of a holder of Common Stock, with respect to shares subject to the Option, unless and until a stock certificate representing such shares of Common Stock is issued to the Participant.

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         (f)      Termination of Employment.   Unless otherwise provided in a particular Stock Option Award or an employment agreement between a Participant and the Company, the terms and conditions regarding the treatment of Option Awards held by a Participant who ceases to be an employee of the Company and its subsidiaries, for any reason, including, without limitation, termination, death or disability, shall be determined by the Committee.

         (g)      Incentive Stock Option Limitations.   To the extent that the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under the Plan and/or any other stock option plan of the Company or any subsidiary or parent corporation (within the meaning of Section 424 of the Code) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. Should the foregoing provisions not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Board may amend this Plan accordingly.

         (h)      Change-in-Control.

         (i)      Upon a Change-in-Control, all outstanding Options shall automatically become fully exercisable. In no event will the provisions of this Section 6.4(h)(i) or Sections 2.3, 4.4, or 6.5(c) be subject to amendment or modification after a Change-in-Control has occurred.

         (ii)      In addition to the foregoing provision, in the event of a Change-in-Control, the Committee may take any of the following actions with respect to any or all outstanding Options: the Committee may (i) require that Participants surrender their outstanding Options in exchange for a payment by the Company, in cash or Common Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Common Stock subject to the Participant's unexercised Options exceeds the option price of the Options, (ii) after giving Participants an opportunity to exercise their outstanding Options, terminate any or all unexercised Options at such time as the Committee deems appropriate, or (iii) upon a Change-in-Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), provide that all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation).

         6.5       Terms of Restricted Stock Awards.   Restricted Stock Awards granted under this Plan shall be subject to the limitations contained in Section 4.3 and the following terms and conditions and shall be subject to such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem desirable:

         (a)      Award.    Each Restricted Stock Award shall be evidenced by, and subject to the terms of, a Restricted Stock Award document, which shall specify the number of shares of Common Stock subject to the Restricted Stock Award and the other terms and conditions applicable to the Restricted Stock Award. Restricted Stock Awards may be granted in the form of restricted or unrestricted Common Stock, units payable in Common Stock or cash, or other stock-based awards. Restricted Stock Awards granted under the Plan need not be uniform as among the Participants.

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         (b)      Vesting and Other Conditions.    At the time the Restricted Stock Award is granted, the Committee shall determine the vesting conditions, voting rights, dividend rights, payment form and any other conditions applicable, if any, to the grant. Notwithstanding the foregoing, the Committee may waive the vesting provisions or any other provisions of any Restricted Stock Award, in whole or in part, at any time after the date of grant, based on such factors as the Committee shall, in its sole discretion, deem appropriate.

         (c)      Change-in-Control.   Upon a Change-in-Control, all outstanding Restricted Stock Awards shall automatically become fully vested and shall be distributed. In no event will the provisions of this Section 6.5(c) or Sections 2.3, 4.4, or 6.4(h)(i) be subject to amendment or modification after a Change-in-Control has occurred.

         (d)      Termination of Employment.    Unless otherwise provided in a particular Restricted Stock Award or an employment agreement between a Participant and the Company, the terms and conditions regarding the treatment of Restricted Stock Awards held by a Participant who ceases to be an employee of the Company and its subsidiaries, for any reason, including, without limitation, termination, death or disability, shall be determined by the Committee.

ARTICLE VII

QUALIFIED PERFORMANCE-BASED COMPENSATION

         7.1      Designation as Qualified Performance-Based Compensation.   The Committee may determine that Restricted Stock Awards granted to an employee shall be considered “qualified performance-based compensation” under Section 162(m) of the Code. The provisions of this Article VII shall apply to grants of Restricted Stock Awards that are to be considered “qualified performance-based compensation” under Section 162(m) of the Code.

         7.2       Performance Goals.   When Restricted Stock Awards that are to be considered “qualified performance-based compensation” are granted, the Committee shall establish in writing (i) the objective performance goals that must be met, (ii) the performance period during which the performance goals must be met, (iii) the threshold, target and maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the Plan and Section 162(m) of the Code. The performance goals may relate to the employee’s business unit or the performance of the Company and its subsidiaries as a whole, or any combination of the foregoing. The Committee shall use objectively determinable performance goals based on one or more of the following criteria: stock price, earnings per share, net earnings or profits, operating earnings, return on assets, shareholder return, return on equity, growth in assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.

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         7.3       Establishment of Goals.   The Committee shall establish the performance goals in writing either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed, or such other date as may be required or permitted under applicable regulations under Section 162(m) of the Code. The performance goals shall satisfy the requirements for “qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. The Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated performance goals.

         7.4       Maximum Payment.   If Restricted Stock Awards are granted, not more than 500,000 shares of Common Stock (subject to increase or decrease pursuant to Section 4.4) or $5,000,000 aggregate value of Common Stock and cash may be paid to an employee under the Restricted Stock Award for any fiscal year in a performance period.

         7.5       Announcement of Grants.   The Committee shall certify and announce the results for each performance period to all grantees immediately following the announcement of the Company’s financial results for the performance period. If and to the extent that the Committee does not certify that the performance goals have been met, the grants of Restricted Stock Awards for the performance period shall be forfeited or shall not be paid, as applicable.

         7.6       Death, Disability or Other Circumstances.   The Committee may provide that Restricted Stock Awards shall be payable or restrictions on Restricted Stock Awards shall lapse, in whole or in part, in the event of the grantee’s death or disability during the performance period, or under other circumstances consistent with the Treasury regulations and rulings under Section 162(m) of the Code.

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ARTICLE VIII

TERMINATION OR AMENDMENT

         8.1       Termination or Amendment of the Plan.   The Committee may at any time terminate this Plan or amend all or any part of this Plan, prospectively or retroactively, provided, however, that the Committee may not amend the Plan without shareholder approval if such approval is required in order to comply with the Code or applicable stock exchange requirements. Unless otherwise required by law, the rights of a Participant with respect to Awards granted prior to a termination or amendment of the Plan may not be materially impaired without the consent of such Participant, except as otherwise provided in the Plan or required by applicable law.

         8.2       Shareholder Approval for “Qualified Performance-Based Compensation”.   If Restricted Stock Awards are granted as “qualified performance-based compensation” under Article VII above, the Plan must be reapproved by the shareholders no later than the first shareholders meeting that occurs in the fifth year following the year in which the shareholders previously approved the provisions of Article VII, if required by Section 162(m) of the Code or the regulations thereunder.

         8.3       Amendment of Awards.   The Committee may amend the terms of any outstanding Award (subject to the limitations set forth in Section 6.4(h) and 6.5(c)), prospectively or retroactively; provided, however, that no modification may reduce or have the effect of reducing the per share exercise price of any outstanding Option. Notwithstanding the forgoing, no such amendment or other action by the Committee shall materially impair the rights of any Participant without the Participant’s consent, except as otherwise provided in the Plan.

ARTICLE IX

GENERAL PROVISIONS

         9.1       Nonassignment.   Except as otherwise provided in this Plan or as determined by the Committee, Awards granted hereunder and the rights and privileges conferred thereby shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process.

         9.2       Legend.   All certificates representing shares of Common Stock delivered under this Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is listed or traded, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on stock certificates to make appropriate reference to such restrictions, or to any restrictions applicable to a Restricted Stock Award.

         9.3       Other Plans.   Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is desired or required; and such arrangements may be either generally applicable or applicable only in specific cases.

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         9.4      No Right to Employment.   Neither this Plan nor the grant of any Option or Restricted Stock Award shall give any Participant or employee any right with respect to continuance of any employment relationship with the Company or any subsidiary of the Company, nor shall there be a limitation in any way on the right of the Company or a subsidiary, as the case may be, to terminate such Participant’s employment at any time.

         9.5      Withholding of Taxes.   The Company shall have the right, prior to delivering a stock certificate representing the shares of Common Stock otherwise deliverable to a Participant upon exercise of an Option or vesting of a Restricted Stock Award or the payment of cash or stock that becomes payable under a Restricted Stock Award, to (i) require the Participant to remit to the Company an amount sufficient to satisfy all federal, state, local and non-U.S. tax withholding requirements (including social security and Medicare withholding requirements, if applicable), (ii) reduce the number of shares of Common Stock otherwise deliverable to the Participant by an amount that does not exceed the Participant’s minimum applicable withholding tax rate for all federal, state, local and non-U.S. taxes (including social security and Medicare taxes, if applicable) required to be withheld, or (iii) deduct the amount of such taxes from cash payments or wages otherwise to be paid to the Participant. In connection with such withholding, the Committee may make such arrangements as are consistent with this Plan as it may deem appropriate.

         9.6      Listing and Other Conditions.

         (a)      The Company shall have no obligation to issue any shares of Common Stock upon exercise of an Option or vesting of a Restricted Stock Award unless and until the shares are listed on the New York Stock Exchange, and the right to exercise any Option or receive Common Stock pursuant to a Restricted Stock Award may be suspended until such listing has been effected.

         (b)      If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock under this Plan is or may under the circumstances be unlawful or result in the imposition of excise taxes under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933 or otherwise with respect to shares of Common Stock or Options, and the right to exercise any Option or receive Common Stock pursuant to any Restricted Stock Award shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or shall not result in the imposition of excise taxes.

         (c)      Upon termination of any period of suspension under this Section 9.6, any Option or Restricted Stock Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Option or Restricted Stock Award.

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         9.7     Employees Subject to Taxation Outside the United States.   With respect to Participants who are subject to taxation in countries other than the United States, the Committee may grant Options and Restricted Stock Awards on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures and subplans and make such modifications as may be necessary or advisable to comply with such laws.

         9.8      Governing Law.   This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of law provisions thereof.

         9.9       Construction.   Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

         9.10      Liability of Committee Members.   No member or former member of the Committee or employee plan administrator shall be liable, in the absence of bad faith or willful misconduct, for any act or omission with respect to service as an administrator of the Plan, which service shall constitute service as a director or employee of the Company entitling such person to indemnification and reimbursement as directors or employees of the Company pursuant to its Code of Regulations.

         9.11       Other Benefits.   Unless otherwise required by law, the grant of any Award shall not be deemed compensation for purposes of computing benefits under any retirement plan nor affect any benefits under any other benefit plan now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation.

         9.12       Costs.   Unless otherwise determined by the Committee, the Company shall bear all expenses incurred in administering this Plan, including expenses of issuing Common Stock upon the exercise of Options and the vesting of Restricted Stock Awards.

         9.13       Severability.   If any part of this Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of this Plan, which shall continue in full force and effect.

         9.14       Successors.   This Plan shall be binding upon and inure to the benefit of any successor or successors of the Company.

         9.15      Headings.   Article and section headings contained in this Plan are included for convenience only and are not to be used in construing or interpreting this Plan.

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ARTICLE X

EFFECTIVE DATE OF PLAN

         10.1      Effective Date.   This Plan will be effective as of December 9, 2002, subject to shareholder approval of the Plan.

ARTICLE XI

TERM OF PLAN

         11.1       Term.   No Award shall be granted pursuant to this Plan on or after December 9, 2012, but Options and/or Restricted Stock Awards granted prior to such date may extend beyond that date.

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