Approved by Board of
Directors on January 27, 1994
DONNELLEY SHARES STOCK OPTION PLAN
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") who have completed at least two (2) years of continuous service with any one or
more of 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 a 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.
An employee granted an option pursuant to the Plan shall be referred to herein from time to time as an
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 stock, treasury stock or