This Consulting Agreement ("Agreement") dated as of March 13, 2000, is made by and between Cheryl A.
Francis (the "Executive") and R. R. Donnelley & Sons Company, a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Executive currently serves as Executive Vice President and Chief Financial Officer of the
WHEREAS, the Company and the Executive desire to enter into this Agreement in order to terminate Executive's
active employment with the Company and to begin a consulting relationship in accordance with the terms and
conditions stated in this Agreement;
NOW THEREFORE, the Executive and the Company, in consideration of the agreements, covenants and
conditions contained herein, hereby agree as follows:
(a) The Executive shall continue to serve as Executive Vice President and Chief Financial Officer of the Company
until March 31, 2000. Effective upon the close of business on March 31, 2000 (the "Resignation Date"), the
Executive shall resign as an Executive Vice President and the Chief Financial Officer of the Company and shall,
upon request by the Company, also resign from all positions she may hold with any subsidiary or affiliate of the
(b) As soon as practical after the Resignation Date, the Company shall pay to the Executive a cash lump sum for
any days of vacation accrued but unused by her as of the Resignation Date.
(c) The Executive acknowledges and agrees that she will receive no further payments under the Company's
Management Incentive Plan, including but not limited to under such Plan's banking provisions, and that the
Executive is not entitled to participate in such Plan after the Resignation Date.
(d) The Executive acknowledges and agrees that as of the Resignation Date, the Agreement (the "Change in
Control Agreement") executed in 1995 and any amendments thereto by and between the Company and the
Executive with regard to the effect of a Change in Control (as defined in the Change in Control A