R. R. DONNELLEY & SONS COMPANY
STOCK INCENTIVE PLAN
(As amended on April 24, 1986, July 27, 1989, September 28, 1989, October 26, 1995, January 25, 1996 and
September 1, 1996)
1. Plan. To provide incentives to management through rewards based upon the ownership and performance of
the common stock of R. R. Donnelley & Sons Company (the "Company"), the Committee hereinafter designated,
with the approval of the Board of Directors, may grant stock bonus awards, stock options, stock appreciation
rights, or combinations thereof, to eligible officers and other key management personnel, on the terms and subject
to the conditions stated in this Plan.
2. Eligibility. Officers and other key management employees of the Company, its subsidiaries, and any other entity
designated by the Board of Directors or the Committee in which the Company has a direct or indirect equity
interest, shall be eligible, upon selection by the Committee, to receive stock bonus awards, stock options or
stock appreciation rights, either singly or in combination, as the Committee, in its discretion, shall determine. For
purposes of the Plan, references to employment by the Company also mean 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.
3. Limitation on Shares to be Issued. The maximum number of shares of common stock, par value $1.25 per
share, to be issued pursuant to all grants made under the Plan shall be 3,200,000 of which no more than
1,200,000 shares shall be issued pursuant to stock bonus awards granted under the Plan. Shares awarded
pursuant to grants which, by reason of the expiration, cancellation or other termination of the grants prior to
issuance are not issued, shall again be available for future grants.
Shares of common stock to be issued may be authorized and unissued shares of common stock, treasury stock
or a combination t