DONNELLEY SHARES STOCK OPTION PLAN
(as amended on July 18, 1994, January 25, 1996)
1. Plan. The purpose of this Donnelley Shares Stock Option Plan (the "Plan") is to provide incentives to
employees through rewards based upon the ownership and performance of the common stock of R. R.
Donnelley & Sons Company (the "Company"). The Committee hereinafter designated shall grant options to
purchase shares of common stock, par value $1.25 per share, of the Company (the "Common Stock") to eligible
employees on the terms and subject to the conditions stated in the Plan.
2. Eligibility. All employees (other than officers) of the Company and all of its direct or indirect wholly-owned
subsidiaries (the "Employers") shall be eligible, upon selection by the Committee, to receive options under the
Plan; provided, however, that an otherwise eligible employee whose terms and conditions of employment are
covered by a collective bargaining agreement shall be eligible to receive options under the Plan only if expressly
provided for in the collective bargaining agreement or supplemental letter of understanding signed by such
employee's Employer and the recognized representative of the collective bargaining unit in which the employee is
a member; provided further, that the preceding proviso shall not apply to employees who are not subject to the
United States labor laws. An employee granted an option pursuant to the Plan shall be referred to herein from
time to time as an "Optionee".
3. Limitation on Shares Available. Subject to adjustment as provided in
Section 5 of the Plan, the maximum number of shares of Common Stock available for all grants made under the
Plan shall be 6,000,000. Shares of Common Stock subject to grants made hereunder which, by reason of the
expiration, cancellation, forfeiture or other termination of such grants prior to purchase, are not purchased shall
again be available for future grants.
Shares of Common Stock to be delivered may be authorized and unissued shares of sto