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Sectors: Computer Hardware
Governing Law: Pennsylvania, View Pennsylvania State Laws
Effective Date: October 01, 1995
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ALCO STANDARD CORPORATION


RETIREMENT SAVINGS PLAN


ALCO STANDARD CORPORATION


RETIREMENT SAVINGS PLAN


Table of Contents
----------------- Article Page - ------- ----
Preamble 1

I. Purpose 3

II. Definitions 4

III. Participation 21

IV. Participants' Contributions 23

V. Employer Contributions 28

VI. Participants' Accounts 30

VII. Distribution 32
VIII. Form of Benefit 41

IX. Vesting 57

X. Administration 64

XI. The Fund 71

XII. Amendment or Termination of the Plan 80
XIII. Withdrawals During Employment 82

XIV. Loans from the Plan 89

XV. General Provisions 100


Appendix A: ADP and ACP Tests and
Related Limits on Contributions 104


Appendix B: Limits on Annual Additions 124


Appendix C: Top-Heavy Provisions 131


Appendix D: Determination of Highly
Compensated Employees 141


Appendix E: Use of Qualified Nonelective Con-
tributions and Qualified Matching Contributions 145


ALCO STANDARD CORPORATION


RETIREMENT SAVINGS PLAN


WHEREAS, Alco Standard Corporation ("Alco") sponsors and maintains the Alco Standard Corporation Retirement Savings Plan for the benefit of certain of its employees; and


WHEREAS, the savings plan has been amended, effective October 1, 1996, to clarify the plan's rules regarding contributions and to characterize its Alco Stock Fund as a stock bonus plan; and


WHEREAS, Alco has caused a working copy of the savings plan, incorporating the amendments, to be created;


NOW, THEREFORE, effective October 1, 1996 (except as otherwise set forth herein), the Alco Standard Corporation Retirement Savings Plan is continued as hereinafter set forth.


Background
----------


1. Effective January 1, 1975, the Alco Standard Corporation Stock Participation Plan was established. The stock participation plan has been amended from time to time to comply with statutory and regulatory requirements.


2. Effective January 1, 1994, the stock participation plan was amended and restated to comply with the requirements of the Tax Reform Act of 1986 and the Unemployment Compensation Amendments of 1992.


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3. Effective October 1, 1995, Alco amended, restated, and renamed the plan as the Alco Standard Corporation Retirement Savings Plan, and merged the Alco Standard Corporation Defined Contribution Plan and the Alco Standard Corporation Capital Accumulation Plan with and into the savings plan.


4. Effective October 1, 1996, the Alco Standard Corporation Retirement Savings Plan was amended to clarify the plan's rules regarding contributions and to characterize its Alco Stock Fund as a stock bonus plan within the meaning of Treas. Reg. (S)1.401-1(b)(1)(iii).


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ARTICLE I


PURPOSE
-------


1.1 Alco Standard Corporation, desiring to provide systematically for the payment of benefits to its employees on account of retirement, death, or total disability and to permit its employees to share in the product of their efforts, herewith continues this plan now known as the Alco Standard Corporation Retirement Savings Plan.


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ARTICLE II


DEFINITIONS
-----------


Except where otherwise clearly indicated by context, the masculine shall include the feminine and the singular shall include the plural, and vice- versa.


2.1 "Accounts" shall mean the separate entries maintained in the
-------- records of the Plan which represent a Participant's interest in the Fund.


(a) "After-Tax Account" shall mean the Account to which are credited
----------------- after-tax contributions that were held by a Prior Plan, and all earnings and losses thereon.


This Account is divided into three sub-accounts, which are "Sub- Account A," "Sub-Account B," and "Sub-Account C." Sub-Account A consists of all after-tax contributions that were held by (1) the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995 (other than after-tax contributions now held in Sub-Account C), or (2) any other plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code, and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger (other than after-tax contributions now held in Sub- Account C), and all earnings and losses thereon. Sub-Account B consists of all after-tax contributions that were held by (1) the Alco Standard Corporation Stock Participation Plan and the Alco Standard Corpo-


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ration Capital Accumulation Plan as of September 30, 1995, or (2) any other plan not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. Sub-Account C consists of all after-tax contributions that (1) were initially contributed to a money purchase pension plan and later held by the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995, or (2) were initially contributed to a money purchase pension plan merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon.


There shall also be separate accounting for this Account to distinguish between "pre-1987" and "post-1986" after-tax contributions and earnings thereon. All after-tax contributions made prior to January 1, 1987 shall be considered "pre-1987," with all earnings and losses thereon. All after- tax contributions made on and after January 1, 1987 shall be considered "post- 1986," with all earnings and losses thereon.


(b) "Before-Tax Account" means the Account to which are credited a
------------------ Participant's before-tax contributions and all earnings and losses thereon.


This Account is divided into two sub-accounts, which are "Sub-Account A" and "Sub-Account B." Sub-Account A consists of all before-tax contributions that were held by: (1) the Alco


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Standard Defined Contribution Plan as of September 30, 1995, or (2) any other plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. Sub-Account B consists of all before-tax contributions that: (1) were held by the Alco Standard Corporation Stock Participation Plan and the Alco Standard Corporation Capital Accumulation Plan as of September 30, 1995, and all earnings and losses there on, (2) were held by any other plan not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon, or (3) are contributed to this Plan on or after October 1, 1995, and all earnings and losses thereon.


(c) "DCP Account" shall mean: (1) the After-Tax Sub-Account A, (2)
----------- the Before Tax Sub-Account A, (3) the Employer Sub-Account A, (4) the Money Purchase Plan Account, and (5) the Rollover Sub-Account A.


(d) "Employer Account" shall mean the Account to which employer
---------------- contributions other than money purchase plan contributions are credited and all earnings and losses thereon.


This Account is divided into three sub-accounts, which are "Sub- Account A," "Sub-Account B," and "Sub-Account C." "Sub-Account A" consists of all employer contributions other than


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money purchase plan contributions that were held by: (1) the Alco Standard Corporation Defined Contribution Plan as of September 30, 1995, or (2) any other plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. "Sub-Account B" consists of all employer contributions other than money purchase plan contributions that were held by: (1) the Alco Standard Corporation Capital Accumulation Plan as of September 30, 1995, and all earnings and losses thereon, or (2) were held by any other plan not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. "Sub-Account C" consists of all employer contributions other than money purchase plan contributions that: (1) were held by the Alco Standard Corporation Stock Participation Plan as of September 30, 1995, and all earnings and losses thereon, or (2) are contributed to this Plan on or after October 1, 1995, and all earnings and losses thereon.


(e) "Money Purchase Plan Account" shall mean the Account to which all
--------------------------- money purchase plan contributions made by an employer under a Prior Plan shall be credited.


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(f) "QMAC Account" shall mean the Account to which are credited
------------ Qualified Matching Contributions and gains and losses thereon.


(g) "QNEC Account" shall mean the Account to which are credited
------------ Qualified Nonelective Contributions and gains and losses thereon.


(h) "Rollover Account" shall mean the account to which are credited an
---------------- Employee's Rollover Savings and gains and losses thereon.


This Account is divided into two sub-accounts, which are "Sub-Account A" and "Sub-Account B". "Sub-Account A" consists of: (1) rollover savings held by the Alco Standard Corpora tion Defined Contribution Plan as of September 30, 1995 and (2) rollover savings subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and held by any other plan merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon. "Sub-Account B" consists of: (1) Rollover Savings made to this Plan on or after October 1, 1995 in accordance with Section 4.6 and (2) rollover savings not subject to the survivor annuity requirements of Sections 401(a)(11) and 417 of the Code and held by any plan merged with and into this Plan on or after October 1, 1995, as in effect on the day before the merger, and all earnings and losses thereon.


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2.2 "ACP Test" shall mean the tests described in Section A.5(a) of
-------- Appendix A.


2.3 "Actual Contribution Percentage" shall mean the percentage
------------------------------ described in Section A.5(b) of Appendix A.


2.4 "Actual Deferral Percentage" shall mean the percentage described
-------------------------- in Section A.2(b) of Appendix A.


2.5 "Actuarial Equivalent" shall mean of equal actuarial value,
-------------------- based upon the factors and assumptions utilized by the insurance company from which the Administrator directs the purchase of any annuity contract for the purpose of providing benefits under the Plan.


2.6 "Administrator" shall mean the person(s) designated pursuant to
------------- Section 10.1.


2.7 "ADP Test" shall mean the tests described in Sec tion A.2(a) of
-------- Appendix A.


2.8 "Affiliated Company" shall mean (a) any parent or subsidiary of
------------------ an Employer (or company under common control with an Employer) which is a member of the same controlled group of corporations (within the meaning of section 1563(a) of the Code) as the Employer; (b) any member of an affiliated service group, as determined under section 414(m) of the Code, of which an Employer is a member; (c) any trade or business under common control with an Employer, as determined under section 414(c) of the Code; and (d) any entity required to be aggregated with an Employer pursuant to regulations under section 414(o) of the


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Code. "50% Affiliated Company" shall mean an Affiliated Company, but with the
---------------------- phrase "more than 50%" substituted for the phrase "at least 80%" in section 1563(a) of the Code.


2.9 "Alco" shall mean Alco Standard Corporation, an Ohio
---- corporation.


2.10 "Alco Committee" shall mean the Alco Standard Corporation
-------------- Retirement Plans' Committee or any other committee appointed from time to time by the Board of Directors to carry out the duties set forth in Section 10.2.


2.11 "Alco Stock" shall mean the common stock of Alco.
----------
2.12 "Basic Contributions" shall mean a Participant's basic before-
------------------- tax savings as provided in Section 4.1.


2.13 "Board of Directors" shall mean the board of directors of Alco
------------------ or a committee of the board of directors of Alco having authority and responsibility for employee benefit plan matters.


2.14 "Break in Service" shall mean any Plan Year during which an
---------------- employee incurs a break in service described in Article IX.


2.15 "Cash Equivalents" shall mean cash and/or bank deposits,
---------------- certificates of deposit, U.S. Treasury obligations, commercial paper, and similar investments.


2.16 "Code" shall mean the Internal Revenue Code of 1986, as amended
---- from time to time.


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2.17 "Compensation" shall mean, for a given Plan Year, a
------------ Participant's regular salary or wages paid by his Employer, excluding overtime allowances, bonuses, incentive pay, and other extra pay, but including commissions and Basic and Supplemental Contributions and any elective contributions to an Alco plan under sections 125, 402(e)(3), 402(h), and 403(b) of the Code.


For the Plan Year beginning in 1989, annual Compensation shall not be more than $200,000, and for the Plan Year beginning in 1994, annual Compensation shall not be more than $150,000. For the Plan Years beginning in 1990, 1991, 1992, and 1993, and for Plan Years beginning after 1994, the limit on annual Compensation shall be the amount set by the Internal Revenue Service in accordance with section 401(a)(17) of the Code. In the case of a Plan Year beginning after December 31, 1988 which is less than 12 months long, the dollar limit on Compensation shall be determined by multiplying the annual limit by a fraction, the numerator of which is the number of full calendar months in the short Plan Year and the denominator of which is 12.


2.18 "Effective Date" shall mean (except as otherwise set forth
-------------- herein) October 1, 1995, the effective date of this amended and restated Plan. The Plan was originally effective on January 1, 1975.


2.19 "Eligible Employee" shall mean any Employee who is entitled to
----------------- contribute Basic and Supplemental Contributions and


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to have Matching Contributions credited to his Employer Account for all or any portion of a given Plan Year.


2.20 "Employee" shall mean any permanent employee of an Employer. The
-------- term Employee shall not include (a) any person who is a leased employee, whether such person is a leased employee within the meaning of section 414(n) of the Code, or not; or (b) any person covered by a collective bargaining agreement, unless he is covered by a collective bargaining agreement that specifically provides for his participation hereunder. An employee is considered "permanent" if he is expected to complete 500 or more Hours of Service during the Plan Year.


Alco reserves the right to amend the Plan or its Joinder Agreement to change the class of employees who shall be Employees for purposes of this Plan.


2.21 "Employer" shall mean (a) Alco and (b) each division and
-------- subsidiary of Alco (or division of an Alco subsidiary) which is designated by the Board of Directors to adopt this Plan by, if applicable, action of its board of directors and which executes a Joinder Agreement with respect to this Plan.


2.22 "Employer Contributions" shall mean any contributions which may
---------------------- be made to the Plan by Employers other than Money Purchase Plan Contributions.


2.23 "ERISA" shall mean the Employee Retirement Income Security Act
----- of 1974, as amended from time to time.


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2.24 "Excess Aggregate Contributions" shall mean the amount described
------------------------------ in Section A.1(a) of Appendix A.


2.25 "Excess Contributions" shall mean the amount described in
-------------------- Section A.1(b) of Appendix A.


2.26 "Excess Deferral" shall mean the amount described in Section
--------------- A.1(c) of Appendix A.


2.27 "Fair Market Value" shall mean value as determined pursuant to
----------------- guidelines developed by the Trustee, as revised by the Trustee from time to time.


2.28 "Fund" shall mean the fund established for this Plan,
---- administered under the Trust Agreement, out of which bene fits payable under this Plan shall be paid.


2.29 "Highly Compensated Employee" shall mean, for any Plan Year
--------------------------- beginning after December 31, 1986, an employee who is found to be a Highly Compensated Employee within the meaning of Treas. Reg. (S)1.414(q)-1T for that Plan Year. The determination under Treas. Reg. (S)1.414(q)-1T shall be made in accordance with Appendix D.


2.30 "Georgia-Pacific Stock" shall mean the common stock of Georgia-
--------------------- Pacific Corporation. "Georgia-Pacific Stock Fund" shall mean the Investment
-------------------------- Fund invested in Georgia-Pacific Stock.


2.31 "Hour of Service" shall mean an hour for which:
---------------


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(a) an employee is directly or indirectly paid or entitled to payment by an Employer, a Predecessor Company, or an Affiliated Company for the performance of employment duties; or


(b) back pay, irrespective of mitigation of damages, is either awarded or agreed to; or


(c) an employee is directly or indirectly paid or entitled to payment by an Employer, a Predecessor Company, or an Affiliated Company on account of a period of time during which no duties are performed due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence;


(d) an employee is absent from work without pay but receives Hours of Service under Section 9.2(b); or


(e) an employee is absent from work without pay because of:


(1) leave of absence pursuant to his Employer's established leave of absence policy;


(2) absence for military service such that reemployment rights are guaranteed by law, provided that he applies for reemployment within the time provided by law;


(3) absence due to illness or accident for a period of less than 12 months, provided that he returns to work as soon as he is physically able.


There shall be excluded from Subsections (a), (b), and (c) those periods during which payments are made or due under a


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plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws.


No more than 501 Hours of Service shall be credited under Subsection (c) or (e), or under Subsections (c) and (e) together, on account of any single continuous period during which no duties are performed, except to the extent otherwise provided in this Plan.


Except as otherwise provided in Subsection (e), an Hour of Service shall not be credited where an employee is being reimbursed solely for medical or medically related expenses.


Hours of Service shall be credited in accordance with the rules set forth in U.S. Department of Labor Reg. (S)2530.200b-2(b) and (c).


Hours of Service shall be credited for any individual who is considered a leased employee for purposes of this Plan under section 414(n) of the Code.


2.32 "Investment Committee" shall mean the committee appointed by the
-------------------- Board of Directors to select the Plan's Investment Funds and monitor the performance of such funds.


2.33 "Investment Fund" shall mean any fund, contract, obligation, or
--------------- other mode of investment selected by the Invest ment Committee to which a Participant may direct the investment of the assets of his Accounts.


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2.34 "Joinder Agreement" shall mean the instrument by which an
----------------- Employer joins and becomes a party to the Plan and the Trust Agreement.


2.35 "Limitation Compensation" shall mean, for a given Participant,
----------------------- for a given period of time, the amount(s) which must be reported in the "wages, tips, other compensation" box on the Form(s) W-2 provided to the Participant by the Employers. After December 31, 1997, Limitation Compensation shall be the sum of (a) the amount(s) which must be reported in the "wages, tips, other compensation" box on the Form(s) W-2 provided to the Participant by the Employers and (b) the Participant's elective deferrals under sections 125, 402(e)(3), 402(h)(1)(B), and 403(b) of the Code.


2.36 "Matching Contributions" shall mean the amounts contributed to
---------------------- the Fund by Employers pursuant to Section 5.1 and matching contributions made by an employer to the Alco Standard Corporation Stock Participation Plan which are now held by this Plan.


2.37 "Money Purchase Plan Contributions" shall mean the money
--------------------------------- purchase pension plan contributions made by an employer to a Prior Plan.


2.38 "Participant" shall mean any Employee entitled to participate in
----------- this Plan under Section 3.1, and any Employee or former Employee for whom one or more Accounts are maintained under the Plan.


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2.39 "Plan" shall mean the Alco Standard Corporation Retirement
---- Savings Plan, a profit sharing plan, as set forth herein and as hereafter amended from time to time.


2.40 "Plan Year" shall mean the calendar year (January 1st through
--------- December 31st).


2.41 "Predecessor Company" shall mean each business entity that is a
------------------- predecessor in interest to an Employer, whether due to merger, consolidation, asset acquisition, or stock acquisition.


2.42 "Prior Plan" shall mean (a) the Alco Standard Corporation Stock
---------- Participation Plan, as in effect on September 30, 199
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