MEMORANDUM OF AGREEMENT AND UNDERSTANDING
Amendment made as of this 30th day of August, 1996 to that Memorandum of Agreement and Understanding
dated as of June 21, 1996 (the "Memorandum") by and between Rory J. Cowan of Concord, MA ("Cowan"),
on the one hand, and Stream International Holdings, Inc., a Delaware corporation ("Stream") and R. R.
Donnelley & Sons Company, a Delaware corporation ("RRD"), on the other hand.
WHEREAS, Cowan, Stream and RRD entered into the Memorandum to set forth the terms and conditions of
the termination of Cowan's employment relationship with each of Stream and RRD; and
WHEREAS, the parties believe it is necessary to make certain changes in the Memorandum to more clearly
reflect their intent;
NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties have agreed and
do hereby agree as follows:
That page 2 of the Memorandum as attached to this Amendment shall replace in its entirety page 2 of the
Memorandum as originally executed, and that page 2 as attached hereto shall be deemed to have been effective
from and after June 21, 1996, notwithstanding the later execution of this Amendment.
Except as reflected herein, all provisions of the Memorandum shall remain in full force and effect.
Executed as of the date and year first written above.
Stream International Holdings, Inc.
4,200 shares, respectively; and (iii) the lapse by time of restrictions applicable to, or the possibility of forfeiture
of, a grant of restricted RRD Stock under an agreement dated December 12, 1991 between Cowan and RRD.
Notwithstanding his employment status, by execution hereof, Cowan resigns from any and all officerships and
board memberships he holds in both Stream and RRD, as well as any officerships and board memberships he
holds in any entity the majority of the equity of which is owned by either of Stream or