Exhibit 10.2

# IKON OFFICE SOLUTIONS,
INC. EXECUTIVE DEFERRED
COMPENSATION PLANPLAN AMENDMENT NO. 2004-1

The Executive  Deferred  Compensation Plan of IKON Office Solutions,  Inc. (the "Plan") is hereby amended,  effective as of January 20,
2004, as follows:

1.        
Paragraph 5 is hereby amended in its entirety to read as follows:

Investment Accounts.

Amounts
deferred by a Participant pursuant to Paragraph 4 will be credited to one or more accounts
established by IKON in the name of the Participant. Deferrals of salary, annual bonus and
other cash Compensation (Monetary Deferrals) will be credited to the cash
deferral account and/or the IKON index account based on the Participants selection
of investment index alternatives as described below. Deferral of shares of IKON common
stock will be credited to the IKON stock account as described below.

Cash Deferral Account

Except
for Monetary Deferrals credited to a Participants IKON index account (see below), a
Participants Monetary Deferrals will be credited to the Participants cash deferral
account. A Participants cash deferral account will be denominated in dollars and
will be credited with earnings based on the performance of various investment alternatives
selected by the Participant from among those made available by IKON from time to time.

A
Participant may request a change in the allocation of his cash deferral account from among
the various available alternatives at any time. Any such change received by the Plan
Administrator or IKONs service provider before 11:59 P.M. Eastern Time of a business
day (i.e. a day on which the New York Stock Exchange is open for business) will become
effective as of the next business day. Changes received on a non-business day will be
deemed to be received on the next business day following receipt.

A
Participant may reallocate amounts from the cash deferral account to the IKON index
account at such times and under such conditions as determined by the Administrator. Any
reallocation to the IKON index account will be subject to the provisions described below.

A
Participant may select investment alternatives for his existing cash deferral account for
any Plan Year that are different from the investment alternatives selected for any future
Monetary Deferrals credited to his cash deferral account for such Plan Year.

IKON Index Account

Effective
January 20, 2004, one investment alternative will be deemed to consist of stock units in
IKON common stock. A Participants IKON index account will be denominated solely in
stock units (representing the right to receive an equivalent number of shares of IKON
common stock) and will be credited with additional stock units to reflect cash dividends
paid by IKON in respect of its common stock. Any Monetary Deferrals with respect to which
a participant has selected IKON common stock as an investment alternative will be credited
to his IKON index account on such date and under such conditions as determined by the
Administrator and set forth in the Plan prospectus. A Participant may reallocate his cash
deferral account to his IKON index account at such times and under such conditions as
permitted by the Administrator. All amounts deferred or reallocated to a
Participants IKON index account must remain denominated in stock units and may not
be reversed or otherwise re-credited to the Participants cash deferral account, nor
may such amounts be otherwise converted into cash at any time.

IKON
Stock Account

Any
deferral by a Participant of any IKON common stock from the LTIP, the Stock Award Plan,
the 2000 Plan or any other equity based incentive plan or arrangement established by IKON
will be credited to the Participants IKON Stock account. The account will initially
be denominated solely in stock units (representing the right to receive an equivalent
number of shares of IKON common stock) and will be credited with additional stock units to
reflect cash dividends paid by IKON in respect of its common stock.

All
amounts deferred into a Participants IKON stock account on or after January 1, 1997
must remain denominated in stock units and may not be converted to dollars at any time. A
Participant may request a change in the allocation of the sub-account in his IKON stock
account (with respect to any amounts deferred into the account prior to January 1, 1997)
from any of the various alternatives at any time; however, a Participant may not select
IKON common stock as an investment alternative with respect to such sub-account.

2.
        
          Paragraph 6 is hereby amended in its entirety to read as follows:

Rabbi
Trust.   IKON intends to contribute all Participant deferrals of IKON common
stock from the LTIP, the Stock Award Plan, the 2000 Plan or any other equity based
incentive plan or arrangement established by IKON to a rabbi trust (the
Trust) to be established for this purpose. Any such common stock will be
credited to a sub-account (the IKON Stock Trust Account) which may be used for
distributions of IKON common stock with respect to a Participants IKON stock
account. In addition, IKON may, at its discretion, contribute to the Trust IKON common
stock to the extent that one or more Participants select IKON common stock as an
investment alternative with respect to Monetary Deferrals. Any such common stock will be
credited to a sub-account (the IKON Index Trust Account) which may be used for
distributions of IKON common stock with respect to a Participants IKON Index
Account. Assets held in the Trust will be subject to the claims of creditors of IKON.

The
Trust shall be deemed to be the owner of all shares held in the Trust for corporate law
purposes. The trustee of the Trust (the Trustee) shall retain all incidents of
ownership in any shares held in the Trust, including the right to vote such shares and to
receive dividends paid in respect of such shares. The Trustee may, but is not obligated
to, reinvest any cash dividends received in respect of shares of IKON common stock held in
the Trust to purchase additional shares of IKON common stock.

3.        
          Paragraph 8 is hereby amended in its entirety to read as follows:

Amount
and Timing of Payments.   Except as otherwise provided in Paragraphs 9 and
10, amounts to which a Participant is entitled under the Plan shall be valued as of
December 1 of the Plan Year preceding the year specified in his Election Form, and shall
be paid to the Participant in a lump sum within 60 days thereafter. Alternatively, if the
Participant so elects, distributions may be made in substantially equal annual
installments over a period not to exceed ten years, beginning within 60 days after
December 1 of the year preceding the year specified in the Participants Election
Form.

All
distributions from the Participants cash deferral account (or the cash sub-account
under the Participants IKON stock account, if any) shall be made in cash. All
distributions from the Participants IKON index account shall be made in shares of
IKON common stock on a one-for-one basis for the stock units credited to the account (and
cash in lieu of fractional shares). All distributions from the IKON stock account shall be
made in shares of IKON common stock on a one-for-one basis for the stock units credited to
the account (and cash in lieu of fractional shares), unless the Participant elects,
subject to the approval of the Plan Administrator, to receive such distribution(s) in
cash.

4.        
          Paragraph 9 is hereby amended in its entirety to read as follows:

Death.  
          Notwithstanding any contrary election in a Participants Election Form, if
          a Participant dies before receiving full payment of all amounts to which he is
          entitled under the Plan, the beneficiary or beneficiaries designated by the
          Participant in his Election Form (or subsequent, valid Change of Beneficiary
          form on file with the Administrator) shall receive the balance in the
          Participants cash deferral account, IKON index account and IKON stock
          account (valued as of the end of the calendar month in which the Participant
          dies), in a lump sum payment, as soon as administratively practicable following
          the Participants date of death.

5.        
          Paragraph 10 is hereby amended in its entirety to read as follows:

Termination
of Employment. If a Participants employment with IKON terminates
after he attains age 60, the Participants cash and stock distribution will be made
in accordance with the Participants Election Form. If a Participants
employment with IKON terminates before he attains age 60, he shall receive either (i) the
cash and stock distribution on the date of designation on the Participants Election
Form or (ii) the balance in his cash deferral account, IKON index account and IKON stock
account (valued as of the end of the Plan Year in which the Participants employment
terminates), in a lump sum payment, in January of the year following his employment
termination date if designated on his Election Form. Beginning with deferral elections for
Plan Years commencing January 1, 2002, designations for payment following termination of
employment with IKON prior to age 60 must be indicated on the Election Form at the time of
the election to defer Compensation. For deferral elections made to the Plan by a
Participant in Plan Years that precede the Effective Date, and for which a distribution
under the Plan has not been made to the Participant after the Effective Date, a
Participant may designate on a special Election Form provided by the Plan Administrator,
with such terms and conditions as determined by the Plan Administrator, and received by
the Plan Administrator prior to February 1, 2002, that the distribution of such amounts
shall be made on a date designated by the Participant that is after the Participants
termination of employment with IKON, if such termination of employment occurs prior to the
Participant attaining age 60.

6.        
          Paragraph 20 is hereby amended in its entirety to read as follows:

Termination.  
          This Plan shall remain in effect until terminated by the Board of Directors of
          IKON. The Board of Directors of IKON shall have the right to terminate the Plan
          in whole or in part, for any reason, including pursuant to a determination that
          proposed or pending tax law changes or other events cause, or are likely in the
          future to cause, the Plan to have an adverse financial impact upon IKON. In such
          event, IKON shall have no liability or obligation under the Plan or the
          Participants Election Form (or any other document), provided that IKON
          distributes to each Participant, in a lump sum payment, the balance in his cash
          deferral account, IKON index account and IKON stock account, valued as of the
          end of the month in which such termination occurs.

7.       
          Paragraph 21 is hereby amended in its entirety to read as follows:

Acceleration.  
          IKON shall have the right at any time to cause the payment of all amounts
          thereafter due to a Participant to be paid in a single lump sum or in such other
          accelerated manner as IKON shall deem appropriate. The amount of any lump sum
          payment shall be the value of a Participants cash deferral account, IKON
          index account and IKON stock account, valued as of the end of the month
          following IKONs determination to accelerate payments. If IKON accelerates
          payment to more than 70% of all Participants pursuant to this provision, it must
          accelerate payment to all Participants under the Plan in a comparable
          manner.

8.        
          The first paragraph of Paragraph 22 is hereby amended in its entirety to read as
          follows:

Change
in Control.   In the event of a Change in Control (as defined below), the
Plan shall terminate, and the Participant shall receive, in a lump sum payment, the
balance in his cash deferral account, IKON index account and IKON stock account, valued as
of the end of the month in which such Change in Control occurs.

9.        
          Except as modified by this Plan Amendment No. 2004-1, all the terms and
          provisions of the Executive Deferred Compensation Plan. shall continue in full
          force and effect.

IN WITNESS  WHEREOF,  IKON  Office  Solutions,  Inc.  has caused  this Plan  Amendment  No.  2004-1 to be executed on its behalf by its
duly-authorized officer as of the 20th day of January, 2004.

| | IKON OFFICE SOLUTIONS, INC.                                                    
| | -------------------------------------------------------------------------------
| | BY:          /s/ DON H. LIUDon H. Liu                                          
| | TITLE:
   Senior Vice President, 
                General Counsel and Secretary

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