UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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RULE 14A-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Under Rule 14a-12

IKON Office Solutions, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notes:

[LOGO]IKON

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Notice of Annual Meeting of Shareholders

February 26, 2002

----------------

Dear Shareholder:

You are invited to attend the 2002 annual meeting of shareholders of IKON.
The meeting will be held at our offices at 70 Valley Stream Parkway, Malvern,
Pennsylvania 19355 on Tuesday, February 26, 2002, at 9:00 a.m. The purpose of
the meeting is:

1. To elect eight members of the Board of Directors for the ensuing year;
and

2. To conduct other business if properly raised at the meeting.

Only shareholders of record at the close of business on December 31, 2001
are entitled to vote on these matters. All shareholders are urged to attend
the meeting or to vote by proxy.

In order to attend the meeting, you must present an admission ticket or
provide separate verification of share ownership. If you do not expect to
attend the meeting in person, please sign and return the accompanying proxy
card in the enclosed postage prepaid envelope. If you later find that you can
be present or for any other reason desire to revoke your proxy, you can do so
at any time before the voting.

/s/ James J. Forese
Chairman and Chief Executive Officer

Malvern, Pennsylvania
January 11, 2002

IKON Office Solutions, Inc.
P.O. Box 834
Valley Forge, Pennsylvania 19482-0834

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of
proxies by IKON Office Solutions, Inc. ("IKON" or "we" or "us"), on behalf of
our Board of Directors, to be used at the annual meeting of shareholders on
February 26, 2002. The proxy statement and the accompanying proxy card are
being mailed to shareholders beginning January 11, 2002.

INFORMATION ON VOTING

Who Can Vote

Only holders of record of common stock at the close of business on December
31, 2001 will be entitled to vote at the meeting. On that date, there were
142,118,442 shares of common stock outstanding. Each share of common stock
held by the holder of record will be entitled to one vote.

How You Can Vote

You may vote in person at the meeting or by proxy. We recommend that you
vote by proxy even if you plan to attend the meeting. You can always change
your vote at the meeting.

Manner for Voting Proxies

The shares represented by valid proxies will be voted in the manner
specified on the proxy card. Where specific choices are not indicated on the
proxy card, the shares represented by valid proxies will be voted "For" the
nominees for director listed in this proxy statement. Should any business
matter not described in this proxy statement be properly presented at the
meeting, the persons named in the proxy card will vote in accordance with
their judgment. The Board of Directors knows of no matter, other than the
election of director nominees listed in this proxy statement, which may be
presented at the meeting.

You are urged to sign and return your proxy card promptly to make certain
your shares will be voted at the meeting. For your convenience, a return
envelope is enclosed, requiring no additional postage if mailed in the United
States.

Voting Shares in the IKON Retirement Savings Plan

The Retirement Savings Plan trustee will vote plan shares as participants
direct. If participants do not sign and return a proxy card, the trustee will
vote their plan shares in the same ratio ("For" or "Withhold") indicated by
the voting instructions that the trustee does receive from other participants.
If participants sign and return a proxy card but fail to indicate how they
wish to vote, the trustee will vote their plan shares "For" the nominees for
director listed in this proxy statement.

Vote Required for Approval

A quorum is necessary to conduct the business of the meeting. This means
that holders of at least a majority of the outstanding shares of common stock
must be represented at the meeting, either by proxy or in person.

If a quorum is present at the meeting, the eight nominees for director
receiving the highest number of "For" votes will be elected as directors.
Votes are tabulated by National City Bank, our transfer agent. Votes may be
cast "For" or withheld from a director nominee. Votes that are withheld are
counted in determining the quorum at the meeting, but do not count as votes in
determining the election of directors. Shares represented by broker non-votes
are counted in determining the quorum at the meeting, but are not counted for
voting purposes.

ELECTION OF DIRECTORS

Nominees for Election as Directors

A Board of Directors consisting of eight directors is proposed to be elected
to serve until the next annual meeting of shareholders and until their
successors have been elected and qualified. The eight nominees, together with
brief biographies, are listed below. All of the nominees are currently
directors of IKON. James R. Birle and Robert M. Furek, two current members of
the Board of Directors, have advised us that they will not stand for re-
election to the Board of Directors at the meeting. The Board of Directors is
not aware that any nominee named in this proxy statement will be unable or
unwilling to accept nomination or election. If any nominee becomes unable to
accept nomination or election, the persons named in the proxy card will vote
for the election of any other person that the Board of Directors may
recommend. The Board of Directors unanimously recommends a vote "For" the
election of the eight nominees listed below.

Principal occupation or employment for past Director
Name five years Age Since
---- ------------------------------------------- --- --------

Judith M. Bell..... Managing Partner, Bell Retail Group (1994- 65 1998
Present); Managing Partner, Bell's Market
Grill (1984-Present); Consulting Director
(1999-Present), President (1996-1997),
USGA Foundation; Proprietor, The Men's
Shop at the Broadmoor (1973-1999);
President, United States Golf Association
(1996-1997); Co-Proprietor, A Short Story
Inc. (1994-1999) (also a director of
Hayden Hays Gallery and Southern Colorado
Chapter of the Arthritis Foundation and a
trustee of the El Pomar Foundation)

Philip E. Cushing.. Chairman, Pelican Restaurants Limited, a 51 1997
United Kingdom restaurant chain (2001-
Present); Group Chief Executive, The Vitec
Group plc, a British-based manufacturer of
equipment for the photographic and
broadcast industries (2000-2001); Group
Chief Executive, Inchcape plc, a British-
based international distribution business
(1996-1999)

James J. Forese.... Chairman of the Board (2000-Present), 66 1998
President and Chief Executive Officer
(1998-Present), Executive Vice President
of International Operations (1996-1998),
Executive Vice President and Chief
Operating Officer (1996), IKON Office
Solutions, Inc.; IBM Vice President and
Chairman of IBM Credit Corporation (1993-
1995), Vice President-Finance,
International Business Machines (1990-
1993) (also a director of American
Management Systems and NUI Corporation)

Thomas R. Gibson... Chairman and Co-founder (1994-Present), 59 1999
interim Chief Executive Officer (current),
and Chairman, Co-founder and Chief
Executive Officer (1994-2000), Asbury
Automotive Group (comprised of almost 100
regional dealership groups headquartered
in Stamford, CT); President and Chief
Executive Officer, Spectacor Management
Group, a stadium and arena management
company (1992-1994); President and Chief
Operating Officer, Subaru of America
(1985-1992)

Richard A. Jalkut.. Lead Independent Director (2000-Present), 57 1996
Non-Executive Chairman, IKON Office
Solutions, Inc. (1998-2000); President and
Chief Executive Officer, PathNet, a
telecommunications company reorganized
under Chapter 11 of the federal bankruptcy
code (1997-2001); President and Group
Executive, Nynex Telecommunications Group
(1992-1997) (also a director of HSBC-USA
and Birch Telecom, Inc.)

Principal occupation or employment for Director
Name past five years Age Since
---- -------------------------------------- --- --------

Arthur E. Johnson.. Senior Vice President, Corporate Strategic 54 1999
Development, Lockheed Martin Corporation
(1999-Present); President and Chief
Operating Officer, Lockheed Martin
Information and Services Sector (1997-
1999); President, Lockheed Martin Systems
Integration Group (1997); President,
Lockheed Martin Federal System (1996-
1997); Group Vice President, Loral
Federal System (1994-1996)

Kurt M. Landgraf... President, Educational Testing Service 55 2000
(2000-Present); Executive Vice President
and Chief Operating Officer, E.I. DuPont
de Nemours & Company (1998-2000);
Chairman of DuPont Europe (1997-2000) and
The DuPont Pharmaceutical Company (1997-
2000); Executive Vice President, DuPont
U.S. (1997-1998); Chief Financial
Officer, E.I. DuPont de Nemours & Company
(1996-1997); President and Chief
Executive Officer, The DuPont Merck
Pharmaceutical Company (1993-1996) (also
Chairman of the Board of Christiana Care
Health Services, Inc. and a director of
University of Delaware Research
Foundation and the Delaware Biotechnology
Institute)

Marilyn Ware....... Chairman of the Board (1988-Present), 58 2000
Chairman of Executive Committee (1989-
Present), American Water Works Company,
Inc.; General Partner, Waterworks
Associates, L.P. (1998-Present); sole
member of Bunker LLC (the General Partner
of Ware Associates, L.P.) (1998-Present)
(also a director of CIGNA Corporation)

Committees of the Board of Directors; Meetings

During fiscal 2001, there were four standing committees of the Board of
Directors: the Audit Committee, the Human Resources Committee, the Investment
and Strategy Committee and the Executive Committee, each described below.
Between meetings of the Board of Directors, certain of its powers may be
exercised by these standing committees, and these committees, as well as the
Board of Directors, sometimes act by unanimous written consent.

The Audit Committee is chaired by Mr. Landgraf. Its other members are
Messrs. Birle (until February 2002), Cushing and Gibson. The Audit Committee
functions are to (i) review the report of our independent auditors relating to
their audit of the financial statements of IKON, and (ii) review and discuss
internal financial controls and accounting procedures with both the
independent auditors and our internal auditors. The Audit Committee met five
times during the fiscal year ended September 30, 2001. Additional information
about the Audit Committee is contained in the Audit Committee Report on page
16 of this proxy statement.

The Human Resources Committee is chaired by Mr. Furek (until February 2002).
Its other members are Messrs. Jalkut and Johnson, Ms. Bell and Ms. Ware. The
Human Resources Committee functions are to (i) review and evaluate, and make
recommendations to the Board of Directors concerning, persons who are
suggested as nominees for election as members of the Board of Directors or as
executive officers of IKON, (ii) evaluate the performance of our Chief
Executive Officer and (iii) set policies regarding executive compensation and
determine the salaries and other compensation of each of our executive
officers (see the section of this proxy statement entitled "Human Resources
Committee Report on Executive Compensation" on page 6). The Human Resources
Committee has all of the powers and exercises all of the duties of the Board
of Directors as described in our stock option, stock purchase, deferred
compensation and other similar plans. The Human Resources Committee considers
stockholder suggestions for nominees for director. Suggestions should be
submitted to our Secretary, with the recommended candidate's biographical data
and written consent to nomination and to serving, if elected, not later than
the date by which stockholder proposals for action must be submitted. We
describe the procedures for submitting stockholder proposals in the section of
this proxy statement entitled "Shareholder Proposals" on page 18. The Human
Resources Committee met five times during the fiscal year ended September 30,
2001.

The Investment and Strategy Committee is chaired by Mr. Cushing. Its other
members are Messrs. Gibson, Johnson and Landgraf. The Investment and Strategy
Committee functions are to review and approve acquisitions and divestitures of
businesses and to recommend to the Board of Directors the issuance of stock or
debt with respect to those transactions, to approve capital expenditures and
to review investment-related activity and business strategy and direction of
IKON. The Investment and Strategy Committee met two times during the fiscal
year ended September 30, 2001. Most of the Committee's functions were
performed by the full Board of Directors.

The Executive Committee is co-chaired by Messrs. Jalkut and Birle (until
February 2002). Its other members are Messrs. Forese, Furek (until February
2002) and Gibson. The Executive Committee has been granted and exercises the
powers of the Board of Directors between regular meetings of the Board of
Directors. The Executive Committee did not meet during the fiscal year ended
September 30, 2001.

During the fiscal year ended September 30, 2001, the Board of Directors met
11 times. Other than Ms. Ware and Ms. Bell, each director attended at least
75% of the total number of each of the meetings of the Board of Directors and
the meetings of the committees on which he or she served.

Security Ownership

The table below shows how much of our common stock was beneficially owned as
of December 1, 2001 (unless a different date is indicated) by (i) each
director and nominee for director, (ii) each executive officer named in the
Summary Compensation Table on page 9 of this proxy statement, (iii) each
person known by IKON to beneficially own more than 5% of our common stock and
(iv) all directors and executive officers as a group.

Ownership
-------------------------------------------------------
Shares Percentage
Sole Voting Shared Voting Acquirable of
and/or and/or within Ownership
Investment Power Investment Power 60 Days (%)
---------------- ---------------- ---------- ----------

Judith M. Bell.......... 4,007 0 67,523 *
James R. Birle.......... 8,319 0 117,301 *
Philip E. Cushing....... 8,148 0 55,080 *
James J. Forese......... 142,751 3,730 1,025,506 *
Robert M. Furek......... 26,816 0 44,436 *
David M. Gadra.......... 5,993 5,662 83,376 *
Thomas R. Gibson........ 17,467 0 43,010 *
Richard A. Jalkut....... 12,063 0 116,965 *
Arthur E. Johnson....... 1,160 0 43,010 *
Kurt M. Landgraf........ 1,983 0 43,010 *
Dennis P. LeStrange..... 10,021 16,159 142,087 *
Don H. Liu.............. 11,300 3,502 71,667 *
William S. Urkiel....... 30,000 3,187 112,000 *
Marilyn Ware............ 1,000 0 12,000 *
All current directors
and executive
officers as a group.... 287,349 56,514 2,063,802 1.7
Capital Research and
Management Company(1).. 0 16,335,000 0 11.5
333 South Hope Street,
55th Floor
Los Angeles, CA 90071
Barrow Hanley Mewhinney
& Strauss, Inc.(2)..... 7,529,650 2,859,900 0 7.3
3232 McKinney Avenue,
15th Floor
Dallas, TX 75204-2429

* Less than 1% of IKON's total outstanding common stock.
(1) Based on information provided by the shareholder as of December 18, 2001.
(2) Based on information provided by the shareholder as of December 31, 2001.

PERFORMANCE OF IKON COMMON STOCK

The following graph compares the cumulative total shareholder return of IKON
common stock with the cumulative total return of: (i) the Russell 2000 Index
and (ii) an industry peer group consisting of the following companies: Danka
Business Systems PLC, Global Imaging Systems, Inc., Hewlett-Packard Company,
Lexmark International, Inc., Pitney Bowes Inc., and Xerox Corporation.
Cumulative total shareholder return is measured by assuming an investment of
$100 made on October 1, 1996 (with dividends reinvested). Lanier Worldwide,
Inc., which previously had been included, has been eliminated from IKON's
industry peer group because it was merged out of existence in January, 2001.

IKON vs. Peer Group vs. Russell 2000 Index

[CHART]

Ikon Russell 2000 Peer Group

Sep-96 100 100 100
Sep-97 64 133 151
Sep-98 18 108 143
Sep-99 27 128 198
Sep-00 10 158 171
9/1/01 21 125 88

On December 31, 1996, IKON completed a spin-off of its wholly-owned
subsidiary, Unisource Worldwide, Inc. ("Unisource"), its paper and supply
systems distribution business, by distributing a tax-free dividend to IKON's
shareholders consisting of all of the common shares of Unisource. In the graph
shown above, the cash value of the Unisource dividend was reinvested in the
parent company on the date of the spin-off.

EXECUTIVE COMPENSATION

Human Resources Committee Report on Executive Compensation

IKON's executive compensation program is administered by the Human Resources
Committee of the Board of Directors, which has responsibility for all aspects
of the compensation program for the executive officers of IKON. The Human
Resources Committee is composed of the directors listed at the end of this
report, none of whom is an employee of IKON and each of whom qualifies as a
non-employee director for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, and an outside director for purposes of
Section 162(m) of the Internal Revenue Code of 1986 (referred to here as the
"Code").

A key objective of the Human Resources Committee is to establish and
administer programs that attract and retain key executives, and to align their
compensation with IKON's performance, business strategies and growth in
shareholder value. To this end, the Human Resources Committee has established,
and the Board of Directors has endorsed, an executive compensation philosophy
that includes the following elements:

--A "pay-for-performance" orientation under which compensation reflects
corporate and individual performance;

--An emphasis on stock incentives to closely align the interest of
executives with the long-term interests of shareholders;

--An emphasis on total compensation under which base salaries are generally
set at or near competitive levels, determined by assessing compensation
against companies in IKON's industry and against similarly sized
organizations, but which motivates and rewards executives with total
compensation, including incentive programs, at or above competitive levels if
corporate and/or individual performance is superior;

--An appropriate balance of short-term and long-term compensation that
facilitates retention of talented executives, rewards long-term strategic
planning, and encourages IKON stock ownership;

--Recognition that as an executive's level of responsibility increases, a
greater portion of the total compensation opportunity should be based on stock
and other performance incentives and less on salary and benefits; and

--Recognition that selective use of executive employment, noncompete and
change-in-control agreements will enable IKON to attract and retain talented
key executives, and will enable management to place its exclusive focus on
strategic planning and operational issues affecting the business.

As a matter of policy, the Human Resources Committee has structured IKON's
executive compensation plans so that cash and option awards under those plans
generally will be excluded from compensation to which the $1,000,000 deduction
limit of Section 162(m) of the Code applies, subject to consideration of other
corporate objectives.

The primary components of IKON's executive compensation program are (a) base
salaries; (b) annual cash incentive bonus opportunities; (c) long-term
incentive opportunities; and (d) executive employment, noncompete and change-
in-control agreements.

Base Salaries

Base salaries for executive officers are established at the beginning of the
term of the executive's employment contract based on a comparison to
competitive market levels for the executive's job function. During the term of
the contract, the executive's base salary is subject to upward adjustment on
the basis of individual and corporate performance, as well as competitive,
inflationary and internal equity considerations. Prior to expiration of the
contract term, the Human Resources Committee evaluates the executive's
contribution to IKON, makes a determination as to whether to continue the
executive in his or her current position, and reviews the executive's current
base salary (in light of current market levels and the executive's
performance) to determine whether such base salary should be adjusted upward
or downward.

In determining the compensation of IKON's executives, the Human Resources
Committee has considered the relevant market not to be limited to the
companies included in the industry peer group reflected in the stock
performance graph on page 5 of this proxy statement. Because of IKON's
previous distribution focus, the companies considered to be comparable to IKON
for compensation purposes have historically included a broad cross-section of
companies that are representative of distribution companies generally.

In setting the base salary of $825,000 for Mr. Forese for fiscal 2001, the
Human Resources Committee evaluated the factors described above, which are
used for setting compensation generally.

Annual Incentive Bonus

Annual incentive bonus payments to executive officers are awarded pursuant
to the IKON Office Solutions, Inc. Annual Bonus Plan, and are based on
corporate performance compared to the targets established for the year. These
annual incentive bonus targets are in amounts equal to a percentage of base
salary. For fiscal 2001, the Human Resources Committee determined that annual
incentive bonus targets for executive officers, including the individuals
named in the Summary Compensation Table on page 9 of this proxy statement,
will be based on achievement of operating income, cash flow and revenue
targets for IKON.

In addition to the annual incentive bonus amounts described above, if IKON
delivers outstanding performance, executive officers are eligible to earn a
discretionary "overachievement" bonus in amounts equal to a percentage of
their base salary. In order to receive this additional overachievement bonus,
executive officers must demonstrate outstanding execution of operational plan
and individual performance criteria.

For fiscal 2001, Mr. Forese received an annual incentive bonus of $627,000,
which represents 38% of his maximum fiscal 2001 annual incentive bonus
opportunity. For Mr. Forese and the other executive officers named in the
Summary Compensation Table on page 9 of this proxy statement, annual incentive
bonus awards for fiscal 2001 were based on IKON's performance described above.

Long Term Incentive Compensation

LTIP Awards

Awards are granted pursuant to the IKON Office Solutions, Inc. Long Term
Incentive Compensation Plan (referred to here as the "LTICP"), and vest only
if certain performance criteria are met. The executive's entitlement to
receive an award under the LTICP is based on the achievement of objective
financial and operating performance goals over successive three-year periods
(with a new three-year period beginning every fiscal year), and awards, if
vested, are distributed at the end of each of those three-year periods.

IKON made an award to Mr. Forese under the LTICP based on IKON's performance
for the 1999-2001 plan period, which concluded on September 30, 2001, and was
based on three-year performance criteria established early in fiscal 1999. The
final cash payout for Mr. Forese was determined based on financial performance
criteria such as revenue growth, profit growth and profit margin growth. The
Human Resources Committee also considered certain operating performance
criteria such as Mr. Forese's record and leadership abilities as IKON's
Chairman and Chief Executive Officer, his success in implementing corporate
initiatives to restructure IKON, grow revenues, reduce costs and increase
organizational discipline during the three-year period, and other operational
performance successes. No other executive officer received an award under the
LTICP for the 1999-2001 plan period.

For three-year periods commencing in fiscal 2000, awards are granted to
executives pursuant to IKON's Long Term Performance Plan, which vest if
certain target levels of growth in IKON's earnings per share over the
applicable three-year period are reached. Awards, if vested, are distributed
at the end of each of those three-year periods. The awards for the 2001-2003
performance period for Mr. Forese as well as the other executive officers
named in the Summary Compensation Table are disclosed in the Long Term
Incentive Awards in Last Fiscal Year table on page 11 of this proxy statement.

Restricted Stock Awards

Restricted stock awards are granted pursuant to the LTICP, and vest if the
executive remains in the continuous employment of IKON through the applicable
vesting date. Such awards are made to reward performance that contributes to
IKON's success, and to attract, motivate and retain qualified senior
executives. The shares of IKON common stock underlying the restricted stock
award generally are issued and distributed in equal annual installments over a
three-year period beginning on the third anniversary of the grant date, as
long as the executive remains a full-time active employee of IKON on the
applicable distribution date. During fiscal 2001, none of the individuals
named in the Summary Compensation Table on page 9 of this proxy statement,
other than Mr. Forese, received restricted stock awards.

Stock Options

Stock options are granted as a reward for past performance and as motivation
for future performance that maximizes shareholder value. Stock options are
generally granted for 10-year terms and vest over specified employment
periods. Stock options generally have an exercise price equal to the fair
market value of IKON common stock on the date of grant, although, in order to
provide an incentive to Mr. Forese to increase shareholder value, certain
options granted to Mr. Forese pursuant to his employment contract have
exercise prices above fair market value, as reflected for fiscal 1999 in the
Summary Compensation Table on page 9 of this proxy statement.

On January 23, 2001 Mr. Forese, as well as all of the other executive
officers named in the Summary Compensation Table, received an option grant as
an incentive for future performance. The amounts of those option grants are
set forth in the Option Grants in Last Fiscal Year table on page 10 of this
proxy statement.

Employment Contracts

The Human Resources Committee believes that the selective use of employment,
noncompete and change-in-control contracts provides leadership continuity,
which benefits IKON's shareholders and employees and safeguards IKON against
the risks associated with former key executives entering into certain
competitive business or employment relationships. In addition, these contracts
allow senior management to focus exclusively on strategic planning and
financial and operational issues affecting the business, and create an
incentive for executives to perform in a manner that will contribute to
shareholder value and future growth. Accordingly, employment and noncompete
agreements are in place with Messrs. Forese, Urkiel, LeStrange, Gadra, Liu,
and certain senior executives. In addition, change-in-control arrangements are
in place with certain other senior executives, including all of the current
executives named in the Summary Compensation Table on page 9 of this proxy
statement. For further information on executive employment, noncompete and
change-in-control contracts see the section entitled "Change-in-Control
Arrangements, Executive Employment Contracts and Severance Arrangements"
beginning on page 12 of this proxy statement.

Summary of Compensation Philosophy

The Human Resources Committee is firmly committed to the ongoing review and
evaluation of IKON's executive compensation practices. The Human Resources
Committee believes that its ongoing review will ensure that IKON's pay
practices are in keeping with the practices of comparable companies and will
ensure that such practices create significant performance incentives for
executives while maximizing shareholder value.

The Human Resources Committee of the Board of Directors

Robert M. Furek (Chairman)
Richard A. Jalkut
Judith M. Bell
Arthur E. Johnson
Marilyn Ware

Summary of Executive Compensation

The following table shows compensation paid during the last three fiscal
years to James J. Forese, our Chairman and Chief Executive Officer, and each
of our next four most highly compensated executive officers as of September
30, 2001.

SUMMARY COMPENSATION TABLE

- --------------------------------------------------------------------------------------------------

Annual
Compensation Long-Term Compensation
----------------------------------------------------
Awards Payouts
-------------------------------------
Securities Restricted LTIP All Other
Name And Principal Fiscal Underlying Stock Payouts Compensation
Position(1) Year Salary($) Bonus($) Options(#) Awards($)(2) ($)(3) ($)(4)
- -------------------------------------------------------------------------------

James J. Forese 2001 825,000 627,000 741,500 63,210 518,750 6,834
Chairman and 2000 825,000 712,800 191,000 1,180,506 0 26,334
Chief Executive Officer 1999 750,000 750,000 635,000 200,000 0 18,760

David M. Gadra 2001 300,000 81,700 115,000 0 0 6,834
Senior Vice President
and 2000 290,000 141,960 0 162,500 0 6,834
Chief Information
Officer 1999 270,000 170,000 30,000 240,000 0 11,872

Dennis P. LeStrange 2001 385,000 110,200 186,000 0 0 6,834
Senior Vice President, 2000 335,000 194,000 0 291,250 0 13,879
IKON North America 1999 287,192 200,000 40,000 320,000 0 304,944

Don H. Liu 2001 330,000 83,600 125,000 0 0 6,834
Senior Vice President
and 2000 300,000 135,200 0 162,500 0 6,834
General Counsel 1999 141,555 92,000 75,000 309,375 0 1,394

William S. Urkiel 2001 420,000 119,700 186,000 0 0 7,792
Senior Vice President
and 2000 400,000 232,800 0 195,000 0 76,821
Chief Financial Officer 1999 145,385 150,000 125,000 625,000 0 3,711

(1) During the second half of fiscal 2000, Mr. Forese assumed the additional
position of Chairman. In May 1999, Mr. LeStrange was promoted to the
position described in the table. During the second and third quarters of
fiscal 1999, Mr. Liu and Mr. Urkiel, respectively, assumed their positions
described in the table and therefore received a pro-rata share of their
respective salaries and annual incentive bonuses during that year.
(2) As of September 30, 2001, the total number and value, respectively, of
restricted shares held by these executives was: Mr. Forese: 156,450
($1,207,794); Mr. Gadra: 40,000 ($308,800); Mr. LeStrange: 60,000
($463,200); Mr. Liu: 50,000 ($386,000); Mr. Urkiel: 80,000 ($617,600).
There are no voting, dividend or other rights associated with restricted
shares of IKON common stock.
Amounts reported in this column are dollar values. Amounts reported for
fiscal years 2000 and 1999 have previously been reported as number of
shares of restricted stock, as follows: Mr. Forese: 129,250 shares in 2000
and 12,500 shares in 1999; Mr. Gadra: 25,000 shares in 2000 and 15,000
shares in 1999; Mr. LeStrange: 40,000 shares in 2000 and 20,000 shares in
1999; Mr. Liu: 25,000 shares in 2000 and 25,000 shares in 1999; Mr. Urkiel:
30,000 shares in 2000 and 50,000 shares in 1999.
(3) The value reported for Mr. Forese in 2001 is the value of the payout in
cash of an award granted to him under the IKON Office Solutions, Inc. Long
Term Incentive Compensation Plan for the 1999-2001 plan period, as more
fully described in the Human Resources Committee Report on Executive
Compensation under the section entitled "LTIP Awards" on page 7 of this
proxy statement.
(4) Amounts for fiscal 2001 represent the value of shares of IKON common stock
purchased with matching company contributions under IKON's 401(k) Plan,
calculated as of the date of purchase. Commencing with fiscal 2001, we are
not including in the Summary Compensation Table any amounts of perquisites
and other personal benefits not required to be reported by the rules and
regulations of the Securities and Exchange Commission.

Option Grants

The following table shows stock options granted during the fiscal year ended
September 30, 2001 to the executive officers named in the Summary Compensation
Table.

Option Grants in Last Fiscal Year

- --------------------------------------------------------------------------------

% of Total
Number of Options Grant
Securities Granted to Date
Underlying Employees Exercise Present
Options in Fiscal Price Expiration Value
Name Granted(1) Year ($/Sh)(2) Date ($)(3)
---- ---------- ---------- --------- ---------- -------

James J. Forese............ 741,500 9.96 2.50 1/23/11 548,710
David M. Gadra ............ 115,000 1.54 2.50 1/23/11 85,100
Dennis P. LeStrange........ 186,000 2.50 2.50 1/23/11 137,640
Don H. Liu ................ 125,000 1.68 2.50 1/23/11 92,500
William S. Urkiel ......... 186,000 2.50 2.50 1/23/11 137,640

(1) These nonqualified stock options were granted on January 23, 2001. The
options become exercisable in equal one-third increments beginning on the
first anniversary of the date of grant.
(2) The exercise price equals the fair market value of IKON common stock on
the date of grant.
(3) These values were calculated using the Black-Scholes option valuation
methodology, based on the following assumptions: (a) exercise of an
option in the third year after its grant; (b) 5.24% expected risk-free
rate of return; (c) 50.2% expected volatility; and (d) 6.4% expected
dividend yield.

Option Exercises

The following table shows fiscal year-end values of options held by each of
the executive officers named in the Summary Compensation Table for the fiscal
year ended September 30, 2001. None of those executive officers exercised any
options during fiscal 2001.

Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
- -------------------------------------------------------------------------------

Number of
Securities Value of
Shares Underlying Unexercised
Acquired On Value Unexercised Options In-The-Money Options
Exercise Realized at Fiscal Year-End (#) at Fiscal Year-End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- ----------- -------- ------------------------- ----------------------------

James J. Forese......... 0 0 434,807/1,539,966 0/3,955,330
David M. Gadra.......... 0 0 29,626/140,449 0/600,300
Dennis P. LeStrange..... 0 0 63,471/236,816 0/970,920
Don H. Liu.............. 0 0 30,000/170,000 0/652,500
William S. Urkiel....... 0 0 50,000/261,000 0/970,920

(1) Value of unexercised options equals the difference between the fair
market value of IKON common stock underlying options (based on the
stock's closing price on the New York Stock Exchange on September 30,
2001) and the exercise prices of the options.

Long Term Incentive Awards

The following table shows information about grants of incentive awards under
IKON's Long Term Performance Plan (referred to here as the "Performance Plan")
made in 2001 to the executive officers named in the Summary Compensation
Table.

Long Term Incentive Awards in Last Fiscal Year
- -------------------------------------------------------------------------------

Performance or Estimated Future Payouts
Target Amount of Other Period ($)(2)
Performance Incentive Until Maturation -----------------------------
Name Award ($)(1) or Payment Threshold Target Maximum
---- --------------------- ---------------- --------- --------- ---------

James J. Forese......... 1,283,000 10/1/00--9/30/03 128,300 1,283,000 2,566,000
David M. Gadra.......... 200,000 10/1/00--9/30/03 20,000 200,000 400,000
Dennis P. LeStrange..... 325,000 10/1/00--9/30/03 32,500 325,000 650,000
Don H. Liu.............. 215,000 10/1/00--9/30/03 21,500 215,000 430,000
William S. Urkiel....... 325,000 10/1/00--9/30/03 32,500 325,000 650,000

(1) Represents the potential cash value of the target Performance Plan award
granted, which, if earned and vested, will entitle each executive officer
listed to receive a payout in cash or shares of IKON common stock. Awards
distributed under the Performance Plan for the 10/1/00-9/30/03 period are
based on achievement of target growth in IKON's earnings per share over
that period.
(2) Amounts listed are for achievement between 10% and 200% of targeted
earnings per share growth.

Pension Plan and Supplemental Retirement Plans

IKON employees who are United States residents and who meet certain age and
service requirements (other than certain individuals who are employed by IKON
Office Solutions Technology Services, LLC) are participants in a pension plan
(the "Pension Plan"), which provides to eligible retired employees at age 65
annual pension benefits equal to the number of years of credited service
multiplied by 1% of average annual compensation earned during the three
consecutive years within the employee's last ten years of participation in the
Pension Plan which yield the highest average. All Pension Plan costs are paid
by IKON, and the Pension Plan and benefits payable under it are funded on an
actuarial basis.

IKON also sponsors a non-qualified Supplemental Executive Retirement Plan
("SERP"). Coverage under the SERP is limited to participants in the Pension
Plan who are not commissioned sales employees and whose benefits under the
Pension Plan are limited because of (a) restrictions imposed by the Code on
the amount of benefits which may be paid from a tax-qualified plan, (b)
restrictions imposed by the Code on the amount of an employee's compensation
that may be taken into account in calculating benefits to be paid from a tax-
qualified plan, or (c) any reductions in the amount of compensation taken into
account under the Pension Plan because of an employee's participation in
certain deferred compensation plans sponsored by IKON or one of its
participating subsidiaries. The SERP provides for a supplement to the annual
pension paid under the Pension Plan to participants who attain early or normal
retirement under the Pension Plan or who suffer a total and permanent
disability while employed by IKON or one of its participating subsidiaries and
to the pre-retirement death benefits payable under the Pension Plan on behalf
of such participants who die with a vested interest in the Pension Plan. The
amount of the supplement will be the difference, if any, between the pension
or pre-retirement death benefit paid under the Pension Plan and that which
would otherwise have been payable but for the restrictions imposed by the Code
and any reduction in the participant's compensation for purposes of the
Pension Plan because of his or her participation in certain deferred
compensation plans of IKON or one of its participating subsidiaries. The
maximum amount of annual compensation upon which the supplement may be based
is $500,000 per participant.

The following table shows estimated annual retirement benefits that would be
payable to participants under IKON's Pension Plan and, if applicable, the
SERP, upon normal retirement at age 65 under various assumptions as to final
average annual compensation and years of credited service and on the
assumption that benefits will be paid in the form of a single life annuity.
The benefits are not subject to any deduction for Social Security benefits.

Estimated Annual Retirement Benefits
----------------------------------------------------------------------------

Years of Credited Service
---------------------------------------
Final Average Compensation 5 10 20 30 35
-------------------------- ------- ------- ------- ------- -------

$200,000............................ $10,000 $20,000 $40,000 $60,000 $70,000
250,000............................. 12,500 25,000 50,000 75,000 87,500
300,000............................. 15,000 30,000 60,000 90,000 105,000
400,000............................. 20,000 40,000 80,000 120,000 140,000
500,000 or above.................... 25,000 50,000 100,000 150,000 175,000

Covered compensation under the Pension Plan and SERP of the executive
officers named in the Summary Compensation Table includes salary and annual
incentive bonus as set forth in the Summary Compensation Table. The years of
credited service as of September 30, 2001 for the executive officers named in
the Summary Compensation Table were: James J. Forese--5.8 years; David M.
Gadra--5.2 years; Dennis P. LeStrange--13.8 years; Don Liu--2.6 years; and
William Urkiel--2.4 years.

Change-in-Control Arrangements, Executive Employment Contracts and Severance
Arrangements

Change-in-Control Arrangements--Employee Benefit Plans and Executive
Arrangements

IKON's stock option plans, deferred compensation plans, long-term incentive
plan and supplemental executive retirement plan provide for accelerated
vesting (and, for certain plans, accelerated payout of benefits) for all
participants upon a change-in-control. In addition, accelerated vesting is
provided to participants in IKON's 401(k) plan and Pension Plan upon a change-
in-control followed by the participant's involuntary employment termination
within two years following the change-in-control.

IKON has authorized change-in-control agreements with senior executive
officers and other key executives. For Messrs. LeStrange, Gadra, Urkiel and
Liu, the agreements provide that, in the event of a change-in-control (or, in
some circumstances, a potential change-in-control) followed by the executive's
involuntary termination of employment (or termination of employment by the
executive for good reason) within two years after such change-in-control, the
executive will receive the following: 1) full vesting in IKON's restricted
stock, stock options and 401(k) plan (if participating in such plans), 2) the
executive's annual incentive bonus opportunity for the year in which
termination occurs, prorated to the date of termination, 3) a severance
benefit equal to two times salary and two times annual incentive bonus
opportunity, 4) continued group hospitalization, health, dental, life and
disability insurance and participation in other employee benefit plans for two
years, 5) an amount equal to the benefit associated with two years of credited
service under IKON's pension plans, 6) an amount equal to the value of two
years of company contributions under the 401(k) plan (if participating ) and
7) reimbursement for excise taxes (if any) payable as a result of benefits
received upon a change-in-control. In the event that the terms of any employee
benefit plan require vesting or payment upon an earlier date than the
executive's change-in-control agreement, the earlier date will prevail. The
change-in-control agreements further provide that, in the event of a change-
in-control (or, in some circumstances, a potential change-in-control),
followed by the executive's involuntary termination of employment (or
termination by the executive for good reason) within two years following the
change-in-control, any noncompete restrictions otherwise applicable to the
executive shall be void.

The employment contract for Mr. Forese contains change-in-control provisions
that are identical to the provisions in the executive change-in-control
arrangements described above, except that, upon involuntary

employment termination (or termination by the executive for good reason)
within two years following a change-in-control, Mr. Forese will receive a
severance benefit equal to three times salary and three times maximum annual
incentive bonus. Mr. Forese will also receive continued group hospitalization,
health, dental, life and disability insurance and participation in other
employee benefit plans for three years, and will receive an amount equal to
three years of company contributions or credited service under IKON's 401(k)
plan and pension plans. Mr. Forese will also be entitled to the continued
right to exercise each outstanding stock option (except the special stock
option to purchase 500,000 shares granted to Mr. Forese pursuant to his
employment contract, referred to as "Special Stock Option") for the lesser of
two years or the remainder of its stated term, and he will be entitled to
exercise the Special Stock Option for the lesser of five years or the
remainder of its stated term. Mr. Forese is subject to nonsolicitation and
noncompetition restrictions upon employment termination except under certain
circumstances following a change-in-control.

Executive Employment Contracts and Severance Arrangements

The following describes the executive employment contracts and severance
arrangements which are in place for the current executives named in the
Summary Compensation Table on page 9.

James J. Forese

Mr. Forese executed a three-year employment contract with IKON effective
October 1, 1998, subject to two annual automatic renewal provisions after
expiration of the initial term unless either Mr. Forese or IKON provide
appropriate notice of an intention not to renew. Mr. Forese's annual salary
for fiscal 2001 was $825,000, and pursuant to the contract, it is subject to
annual increase in the discretion of the Human Resources Committee of the
Board of Directors. The contract also provides that Mr. Forese shall be
eligible to earn an annual bonus of at least 150% of annual salary (subject to
achievement of applicable performance goals). Mr. Forese is also eligible to
receive awards pursuant to IKON's long-term incentive program ranging from 90%
to 180% of his base salary (upon achievement of certain performance goals),
and a corresponding option grant. For the period from October 1, 2000 through
September 30, 2003, Mr. Forese is eligible to receive a Performance Plan
target award with a target cash value of $1,283,000, as set forth in the Long
Term Incentive Awards in Last Fiscal Year table on page 11.

If Mr. Forese voluntarily terminates employment during the term of the
contract (in circumstances that do not constitute a constructive termination
without cause), or is terminated for cause, no severance benefit is provided
and Mr. Forese shall forfeit all stock options not exercisable on the
termination date. Absent a change-in-control (or, in certain circumstances, a
potential change-in-control), if Mr. Forese's employment is terminated without
cause (or due to constructive discharge without cause) under his employment
agreement, Mr. Forese will receive: 1) base salary continuation through the
second anniversary of his termination date, 2) a pro rata annual incentive
bonus for the year of termination, 3) annual incentive bonus payments for a
two-year period after termination, 4) the right to exercise any outstanding
stock option, other than the Special Stock Option, for a three-month period
following employment termination or the option's stated term, 5) the right to
exercise the Special Stock Option for the lesser of five years or the
remainder of its stated term, 6) an accelerated long-term incentive plan
payout for all outstanding plan periods, and 7) continued participation in
medical, dental, vision, hospitalization, disability and life insurance
coverage and other employee benefit plans through the second anniversary of
his termination date. If Mr. Forese's employment is terminated for death or
disability, under his employment agreement Mr. Forese will receive: 1) base
salary continuation through the month of termination; 2) a pro rata annual
incentive bonus for the year of termination; 3) the right to exercise any
outstanding stock option, other than the Special Stock Option, for a 12-month
period following employment termination, all such options to become fully
exercisable as of the termination date; 4) the right to exercise the Special
Stock Option for the lesser of five years or the remainder of its stated term;
5) pro rata long-term incentive plan payments; and 6) (if for disability)
continued participation in medical, dental, vision, hospitalization,
disability and life insurance coverage and other employee benefit plans
through age 65. Mr. Forese is also eligible to take advantage of certain
provisions that are available on a general basis under IKON's stock option
plans, including: 1) a one-year

continued vesting/exercisability period in the event of termination without
cause (applicable to senior executives only); and 2) a five-year continued
vesting/exercisability period in the event of termination for disability or
retirement (which is subject to certain additional restrictions). Mr. Forese's
contract also provides that Mr. Forese is subject to noncompetition and
nonsolicitation restrictions upon employment termination except under certain
circumstances following a change-in-control or potential change-in-control.

Finally, Mr. Forese's employment contract contains certain additional
provisions regarding payment of benefits upon employment termination following
a change-in-control (or, in certain circumstances, a potential change-in-
control), which are further described in the section above entitled "Change-
in-Control Arrangements--Employee Benefit Plans and Executive Arrangements,"
beginning on page 12 of this proxy statement.

Other Senior Executive Officers

Each of IKON's other senior executive officers named in the Summary
Compensation Table on page 9 of this proxy statement has executed a two-year
employment contract. Each contract provides for a minimum annual base salary,
a minimum target annual incentive bonus opportunity, and an additional
overachievement bonus opportunity. If any executive officer's employment is
involuntarily terminated by IKON without cause during the contract term, he
will receive a severance benefit equal to the base salary and annual incentive
bonus for two years following the date of termination, pro-rata annual
incentive bonus for the fiscal year in which his employment terminates,
immediate vesting under IKON's retirement and deferred compensation plans and
continued participation in IKON's group hospitalization, health, dental, life
and disability insurance and other employee benefit plans for two years
following the date of termination, and have the right to exercise all
exercisable options for a period of three months after termination. If any
senior executive officer's employment is terminated due to death or
disability, under his employment agreement he shall be entitled to the same
benefits as set forth above for a termination without cause except that he
will also have all shares of restricted stock immediately distributed upon
termination and the right to exercise all unexercised options for a period of
12 months following termination, all such options to become fully vested upon
the termination date. Each of the senior executive officers identified above
is also eligible to take advantage of certain provisions that are available on
a general basis under IKON's stock option plans, including: 1) a one-year
continued vesting/exercisability period in the event of termination without
cause (applicable to senior executives only); and 2) a five-year continued
vesting/exercisability period in the event of termination for disability or
retirement (which is subject to additional restrictions). Unless otherwise
determined by the Human Resources Committee of the Board of Directors or
except as set forth in this proxy statement, all unvested options will be
forfeited upon any termination of employment (other than due to death,
disability, retirement, termination without cause or a change-in-control) and
each executive officer is subject to noncompetition and nonsolicitation
restrictions upon employment termination except under certain circumstances
following a change-in-control (or in certain circumstances, a potential
change-in-control).

Mr. Gadra's employment contract is effective April 1, 2000 and provides for
a target annual incentive bonus opportunity of at least $210,000 and an
overachievement bonus opportunity of up to $105,000. Mr. LeStrange's
employment contract is effective January 1, 2000 and provides for a target
annual incentive bonus opportunity of at least $250,000. Mr. Liu's employment
contract is effective March 15, 2001 and provides for a target annual
incentive bonus opportunity of at least $220,000. Pursuant to Mr. Liu's
employment contract, he received a grant of 25,000 shares of restricted common
stock payable over a period of five years in three equal annual installments
commencing March 15, 2002, as long as Mr. Liu is a full-time active employee
of IKON on each distribution date. Mr. Liu also received a one-time special
grant of 40,000 stock options ("Special Stock Options") and a regular grant of
35,000 stock options as of March 15, 1999, each grant exercisable over a
period of five years in five equal annual installments commencing on March 15,
2000. Mr. Urkiel's employment contract is effective May 10, 2001 and provides
a target annual incentive bonus opportunity of at least $315,000. Pursuant to
Mr. Urkiel's employment contract, he received a grant of 50,000 shares of
restricted common stock distributable as follows: (1) 25,000 shares over a
period of five years in three equal annual installments commencing May 10,
2002, (2) 12,500 shares on May 10, 2004, and (3) 12,500 shares on May 10,
2009, as long as Mr. Urkiel is a

full-time active employee of IKON on each distribution date. Mr. Urkiel also
received a one-time special grant of 50,000 Special Stock Options and a
regular grant of 75,000 stock options as of May 10, 1999, each grant
exercisable over a period of five years in five equal annual installments
commencing on May 10, 2000. In addition, for each of Mr. Liu and Mr. Urkiel,
upon involuntary termination of employment by IKON without cause, all shares
of their respective restricted common stock described above shall immediately
vest and the Special Stock Options shall become fully exercisable for a period
of two years following the termination date.

Directors' Compensation

IKON's 2001 directors' compensation year began on February 1, 2001 and will
end on January 31, 2002. All non-employee directors receive a base director's
fee of $30,000 per year for service on the Board of Directors. No attendance
fees are paid for attendance at regularly scheduled Board and committee
meetings, but a fee of $1,000 per meeting is paid for attendance at special
meetings. In addition, each committee chair receives an annual fee of $3,000,
and Mr. Jalkut receives an annual fee of $35,000 for serving as Lead
Independent Director. All of IKON's non-employee directors elected to receive
their directors' fees in the form of options to purchase IKON common stock (as
further described below under the section entitled "Option Grants in Respect
of Directors' Fees"), except that Mr. Cushing and Ms. Ware elected to receive
all their fees in cash and Mr. Jalkut elected to receive 50% of his fees in
cash.

Option Grants in Respect of Directors' Fees

The 2000 IKON Office Solutions, Inc. Non-Employee Directors' Compensation
Plan enables non-employee directors of IKON to receive all or a portion of
their directors' fees in the form of options to purchase IKON common stock.
The exercise price of the options equals 100% of the fair market value of IKON
common stock on the date of grant, with 25% of the exercise price payable with
directors' fees applied to the option exercise price at the time of grant, and
the remaining 75% payable in cash upon exercise. The Non-Employee Directors'
Compensation Plan provides for an annual grant of stock options to each
director who has filed with IKON an election to receive options in lieu of all
or a portion of his or her Board and/or committee fees. The options are
exercisable for 20 years (except in the case of death), but generally may not
be exercised before the 12-month anniversary of the date of grant.

Annual Option Grant

In addition to the above options, each non-employee director receives an
automatic annual grant of options to purchase 7,000 shares of IKON common
stock pursuant to the Non-Employee Directors' Compensation Plan. Options are
granted at an exercise price equal to the fair market value of IKON common
stock on the date of grant. Options are immediately exercisable and remain
exercisable for a period of 10 years from the date of grant.

Restricted Stock Awards

Each non-employee director also receives an annual award of 1,750 shares of
restricted common stock, which vest 20% per year beginning on the first
anniversary of the date of grant.

New Director Options

Each new non-employee director of IKON receives a one-time grant of 25,000
options to purchase IKON common stock. The options are granted at an exercise
price equal to the fair market value of IKON common stock on the date of
grant, vest 20% per year beginning on the first anniversary of the date of
grant and have a 10-year term.

INDEPENDENT AUDITORS

On October 23, 2001, acting on a recommendation of the Audit Committee of
the Board of Directors, the Board of Directors approved the engagement of
PricewaterhouseCoopers, LLC (referred to here as "PwC") as IKON's independent
auditor for the fiscal year ending September 30, 2002. Representatives of PwC
are expected to be present at the annual shareholders' meeting, will have the
opportunity to make a statement if they desire to do so, and are expected to
be available to respond to appropriate questions.

The reports of IKON's previous independent auditors, Ernst & Young, LLP
("E&Y"), on IKON's consolidated financial statements for the fiscal years
ended September 30, 1999 and 1998 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

In connection with the audits of IKON's financial statements for IKON's
fiscal years ended September 30, 2000 and 1999, and the interim period through
December 28, 1999 (the date of E&Y's dismissal as IKON's independent auditor),
(1) there were no disagreements with E&Y on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of E&Y,
would have caused E&Y to make a reference to the matter of the disagreements
in connection with its reports in the financial statements for such years; and
(2) there were no "reportable events" as that term is described in Item
304(a)(1)(v) of Regulation S-K.

Fees Billed By Our Independent Auditors

Audit Fees

The aggregate fees billed by PwC for PwC's audit of our 2001 financial
statements and for PwC's review of our financial statements included in our
quarterly reports on Form 10-Q for 2001 were approximately $2,488,907.

Financial Information Systems Design and Implementation Fees

The aggregate fees billed by PwC for financial information systems design
and implementation services were $2,070,107.

All Other Fees

The aggregate fees billed by PwC for all other services rendered in fiscal
2001 were approximately $1,559,411.

In reviewing PwC's independence, the Audit Committee of the Board of
Directors considered whether the provision of the services described above,
other than the services related to the audit of IKON's annual financial
statements and review of financial statements included in IKON's quarterly
reports, is compatible with maintaining PwC's independence.

Audit Committee Report

The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of IKON's accounting functions and internal
controls. The Audit Committee acts under a written charter adopted and
approved by the Board of Directors in April 2000. Each of the members of the
Audit Committee is independent, as defined by the New York Stock Exchange
listing standards.

The responsibilities of the Audit Committee include recommending to the
Board of Directors an accounting firm to be engaged as IKON's independent
accountants. The Audit Committee is responsible for recommending to the Board
of Directors that IKON's financial statements be included in its annual
report. The Audit Committee

took a number of steps in making this recommendation for fiscal year 2001.
First, the Audit Committee discussed with PwC those matters required to be
discussed by Statement on Auditing Standards. No. 61, including information
regarding the scope and results of the audit. These communications and
discussions are intended to assist the Audit Committee in overseeing the
financial reporting and disclosure process. Second, the Audit Committee
discussed with PwC the independence of PwC and received from PwC a letter
concerning independence as required under applicable independence standards
for auditors of public companies. This discussion and disclosure assisted the
Audit Committee in evaluating such independence. Finally, the Audit Committee
reviewed and discussed, with IKON management and PwC, IKON's audited
consolidated balance sheets at September 30, 2001, and consolidated statements
of income, cash flows and stockholders' equity for the fiscal year ended
September 30, 2001. Based on the discussions with PwC concerning the audit,
the independence discussions, and the financial statement review, and such
other matters deemed relevant and appropriate by the Audit Committee, the
Audit Committee recommended to the Board of Directors that IKON's financial
statements be included in its 2001 Annual Report on Form 10-K.

The Audit Committee of the Board of Directors

James R. Birle
Philip E. Cushing
Thomas R. Gibson
Kurt M. Landgraf (Chairman)

GENERAL AND OTHER MATTERS

Expenses of Solicitation

The cost of soliciting proxies will be borne by IKON. Employees of IKON may
solicit proxies personally or by telephone. In addition to solicitation by
mail and by employees, we have made arrangements with Georgeson Shareholder
Communications Inc. to solicit proxies at an expected cost of $9,000 (plus
out-of-pocket expenses).

Shareholder Proposals

Shareholders may submit proposals on matters appropriate for shareholder
action at our annual meetings consistent with our Code of Regulations and
regulations adopted by the Securities and Exchange Commission. For shareholder
proposals to be considered by the Board of Directors for inclusion in the
proxy material for the 2003 annual meeting of shareholders, they must be
received by our Secretary on or before September 13, 2002. If a shareholder
does not seek inclusion of a proposal in the proxy material and submits the
proposal outside the process described in Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, the proposal must be received by our
Secretary on or before November 27, 2002. If the proposal is not received by
that date, the Board of Directors will be allowed to use its discretionary
voting authority as to the proposal when it is raised at the annual meeting.
All proposals should be addressed to IKON at P.O. Box 834, Valley Forge, PA
19482-0834, Attention: Secretary. Nothing in this paragraph shall be deemed to
require us to permit presentation of a shareholder proposal or to include in
our proxy materials relating to the 2003 annual meeting of shareholders any
shareholder proposal that does not meet all of the requirements for
presentation or inclusion established by our Code of Regulations and/or the
regulations of the Securities and Exchange Commission in effect at that time.

Annual Report on Form 10-K

Upon the written request of any shareholder entitled to vote at the meeting,
we will furnish, without charge, a copy of our Annual Report on Form 10-K for
the fiscal year ended September 30, 2001, including financial statements and
any financial schedules. The request should be directed to Investor Relations,
IKON Office Solutions, Inc., P.O. Box 834, Valley Forge, PA 19482-0834. The
Annual Report on Form 10-K is also available on our website at www.IKON.com.

DON H. LIU
Secretary

January 11, 2002

PROMPTLY COMPLETE AND RETURN THE
PROXY/VOTING INSTRUCTION FORM BELOW
IN THE ENVELOPE PROVIDED

Carefully fold & detach along perforation
- --------------------------------------------------------------------------------

PROXY/VOTING INSTRUCTION CARD
IKON OFFICE SOLUTIONS, INC.

This proxy is solicited on behalf of the Board of Directors of IKON Office
Solutions, Inc. ("IKON"). The undersigned hereby appoints Don H. Liu and
William S. Urkiel, or either of them, each with power of substitution, as
proxies for the undersigned to vote all shares of common stock of IKON
Office Solutions, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held on February 26, 2002, and any
adjournments thereof and, in their discretion, upon such other matters as
may properly come before the meeting.

If you are an employee of IKON, this proxy card also provides voting
instructions for shares held for your account in the IKON Office Solutions,
Inc. Retirement Savings Plan (the "Plan"). The trustee for the Plan will
vote these shares as you direct in this proxy card. If you do not sign and
return a proxy card, the trustee will vote your Plan shares in the same
ratio as those shares with respect to which the trustee has received
instructions from other Plan participants. If you sign and return a proxy
card and fail to specify a choice on any matter, the trustee will vote your
Plan shares in accordance with the recommendation of the Board of Directors.

Shares owned by you other than those held in the Plan will be voted only if
you sign and return a proxy card, or attend the meeting and vote by ballot.
If you sign and return a proxy card and fail to specify a choice on any
matter, your shares will be voted in accordance with the recommendation of
the Board of Directors.

The Board of Directors recommends a vote "FOR" all the nominees listed
below. Member firms of the New York Stock Exchange have authority to vote on
the proposal described below as a routine item and need not decline to vote
in the absence of voting instructions from an investor.

1. Election of Directors (Mark only one)

[_] Vote FOR all nominees listed below and [_] Vote WITHHELD from all nominees
recommended by the Board of Directors
(except as directed to the contrary below)

Judith M. Bell, Philip E. Cushing, James J. Forese, Thomas R. Gibson,
Richard A. Jalkut, Arthur E. Johnson, Kurt M. Landgraf, Marilyn Ware

INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.

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(continued, and to be signed, on other side)

PROMPTLY COMPLETE AND RETURN THE
PROXY/VOTING INSTRUCTION FORM BELOW
IN THE ENVELOPE PROVIDED

Carefully fold & detach along perforation
- --------------------------------------------------------------------------------

(continued from other side)

NO.
[_] Mark Here if You Plan to Attend the 2002 Annual
Meeting of Shareholders. In order to attend the meeting,
you must present an admission ticket or *
provide separate verification of share ownership.
An admission ticket will be mailed to any shareholder
who indicates an intention to attend.

PLEASE COMPLETE, SIGN, DATE, DETACH AND RETURN THIS
PROXY CARD, USING THE ENCLOSED POSTAGE PREPAID REPLY
ENVELOPE.

Dated _________________ SIGN HERE ___________
When shares are held by joint tenants, both joint tenants
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such. If the signer is a corporation, sign in full corporate
name by President or other authorized person. If a
partnership, sign in partnership name by authorized person.
This proxy revokes all proxies heretofore given.