Long Term Incentive Plan

Exhibit 99


ALCO STANDARD CORPORATION
AMENDED AND RESTATED
LONG TERM INCENTIVE COMPENSATION PLAN
(Effective as of October 1, 1992)


1. Purpose. The Alco Standard Corporation Long-Term Incentive Compensation Plan was adopted effective October 1, 1992 for the purpose of motivating, recognizing and rewarding performance at the corporate, group and company levels which enhances long term shareholder value. The Plan has been designed and is intended to operate in a manner consistent with Alco Standard Corporation's decentralized operating philosophy and multitiered organizational structure.


2. Eligibility. Participation in the Plan shall be limited to full-time key employees of Alco Standard Corporation ("Alco") and its subsidiaries (collectively, the "Company").


3. Shares. No more than 2,500,000 shares of common stock, no par value, of Alco ("Shares") may be issued under the Plan. Shares subject to awards which have been forfeited pursuant to the terms of this Plan may again be awarded pursuant to the Plan.


4. Adjustments. If the outstanding Shares are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional Shares or other property (other than ordinary cash dividends) are distributed with respect to such Shares or other securities, through merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, dividend, stock split, reverse stock split, spin off, split off, or other distribution with respect to such Shares or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares that may be issued under the Plan and (ii) the number and kind of shares or other securities subject to then outstanding awards. No fractional shares will be issued under the Plan on account of any such adjustments.


5. Administration and Interpretation. The Plan shall be administered by a committee of the Board of Directors of Alco (the "Committee"), which shall consist of two or more directors, each of whom is a "disinterested person" within the meaning of Rule 16b-3(c) under the Securities Exchange Act of 1934 and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code and applicable regulations thereunder. The Committee may make such rules and establish such procedures as it deems appropriate for the administration of the Plan. In the event of any disagreement as to the interpretation of the Plan or any rule or procedure thereunder, the decision of the Committee shall be final and binding upon all persons in interest.


6. Awards. The Committee shall have the authority to make awards ("Awards") under the Plan to any person who meets the eligibility requirements set forth in


Section 2. At the time an Award is made, the Committee shall specify (i) the number of Shares subject to the Award, (ii) the objective performance goals that must be met in order for the recipient of the Award to receive the Share ...