R. R. DONNELLEY & SONS COMPANY
STOCK INCENTIVE PLAN
(As amended on April 24, 1986, July 27, 1989,September 28, 1989 and October 26, 1995)
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 personnel of the Company and its subsidiaries, under selection
guidelines to be established by the Committee, 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.
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 thereof.
4. Administration of the Plan. The Plan shall be administered by a Committee designated by the Board of
Directors (the "Committee"). No member of the Committee shall be eligible to participate in, or within one year
prior to appointment to the Committee have participated in, this Plan or any other stock purchase, stock bonus,
stock option, stock appreciation rights or ot