Exhibit 10(c)
R.R. DONNELLEY & SONS COMPANY
1995 STOCK INCENTIVE PLAN
(AS AMENDED ON JANUARY 25, 1996 AND SEPTEMBER 1, 1996)
I. GENERAL
1. Plan. To provide incentives to management through rewards based upon the ownership or performance of the
common stock of R.R. Donnelley & Sons Company (the "Company"), the Committee hereinafter designated,
may grant cash or bonus awards, stock options, stock appreciation rights ("SARs"), or combinations thereof, to
eligible officers and other key management employees, on the terms and subject to the conditions stated in the
Plan. In addition, to provide incentives to members of the Board of Directors ("Board") who are not employees
of the Company ("non-employee directors"), such non-employee directors are hereby granted options on the
terms and subject to the conditions set forth in the Plan. For purposes of the Plan, references to employment by
the Company also means employment by a majority-owned subsidiary of the Company and employment by any
other entity designated by the Board or the Committee in which the Company has a direct or indirect equity
interest.
2. Eligibility. Officers and other key management employees of the Company, its subsidiaries, and any other entity
designated by the Board or the Committee in which the Company has a direct or indirect equity interest, shall be
eligible, upon selection by the Committee, to receive cash or bonus awards, stock options or SARs, either singly
or in combination, as the Committee, in its discretion, shall determine. Non-employee directors shall receive
stock options on the terms and subject to the conditions stated in the Plan.
3. Limitation on Shares to be Issued. Subject to adjustment as provided in
Section 5 of this Article I, 7,500,000 shares of common stock, par value $1.25 per share ("common stock"),
shall be available under the Plan, reduced by the aggregate number of shares of common stock which become
subject to outstanding bonus awards, stock options and SARs which are not granted in ta