S-3

As filed with the Securities and Exchange Commission on May 7, 2004

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

R. R. DONNELLEY & SONS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-1004130
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

77 West Wacker Drive

Chicago, Illinois 60601

(312) 326-8000

(Address and Telephone Number of Principal Executive Offices)

R. R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Attention: Secretary

(312) 326-8000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public:    At such time or times as may be determined by the selling securityholders after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $1.25 per share	10,620,451 shares	$	28.98(2)	$	307,780,670(2)	$	38,996
Preferred stock purchase rights	—  (3)		—  (3)		—  (3)		—   (3)

(1) Also registered hereby are such additional and indeterminate number of shares of common stock and preferred stock purchase rights of the registrant as may become issuable as the result of stock splits, stock dividends or similar transactions affecting the common stock of the registrant.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) under the Securities Act, based upon the average of the high and low sale prices of shares of the common stock of the registrant on the New York Stock Exchange on May 6, 2004.

(3) Rights are initially carried and traded with the common stock of the registrant. The value attributable to such rights, if any, is reflected in the market price of the common stock of the registrant.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. The Selling Securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated May 7, 2004

PROSPECTUS

R. R. DONNELLEY & SONS COMPANY

10,620,451 SHARES OF COMMON STOCK

This prospectus relates to an offering by the selling securityholders named herein of 10,620,451 shares of common stock, par value $1.25 per share, including the preferred stock purchase rights appurtenant thereto, of R. R. Donnelley & Sons Company, which we refer to as the registrant. In this prospectus we will refer to the shares of common stock and the preferred stock purchase rights collectively as the securities. See “Selling Securityholders.” The registrant will not receive any proceeds from the sale of the securities.

The selling securityholders may offer the securities from time to time and in any of several different ways in accordance with their registration rights, as described under “Selling Securityholders” and “Plan of Distribution.”

The registrant’s securities are currently listed on the New York Stock Exchange, the Toronto Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange under the symbol “RRD.” On May 6, 2004, the last sale reported on the New York Stock Exchange was $29.11 per security and the last sale reported on the Toronto Stock Exchange was C$39.73 per security.

AN INVESTMENT IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. PLEASE READ THE INFORMATION UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE 3 TO LEARN ABOUT SOME FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. IT IS ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.

THE DATE OF THIS PROSPECTUS IS MAY     , 2004.

TABLE OF CONTENTS

RISK FACTORS	3
WHERE YOU CAN FIND MORE INFORMATION	6
FORWARD-LOOKING STATEMENTS	8
USE OF PROCEEDS	9
DESCRIPTION OF SECURITIES	10
SELLING SECURITYHOLDERS	15
SECURITIES ELIGIBLE FOR FUTURE SALE	21
PLAN OF DISTRIBUTION	22
VALIDITY OF THE SECURITIES	24
EXPERTS	24

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL OR TO BUY ONLY THE SECURITIES OFFERED BY THIS PROSPECTUS, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY TO THE DATE OF THE PROSPECTUS.

Unless otherwise indicated, all references in this prospectus to currency are to United States dollars.

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RISK FACTORS

A purchase of the securities offered by this prospectus involves various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this prospectus or incorporated by reference in this prospectus. You should carefully consider all of these risks.

Risks Relating to the Acquisition of Moore Wallace Incorporated

We may be unable to integrate the operations of the registrant and Moore Wallace Incorporated successfully and may not achieve the cost savings and increased revenues anticipated for the combined company.

Achieving the anticipated benefits of the acquisition of Moore Wallace Incorporated, which we refer to as Moore Wallace, will depend in part upon our ability to integrate the two companies’ businesses in an efficient and effective manner. Our attempt to integrate two companies that have previously operated independently may result in significant challenges, and we may be unable to accomplish the integration smoothly or successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. The integration will require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day operations of the businesses of the combined company. The process of integrating operations after the transaction could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss of key personnel. Employee uncertainty and lack of focus during the integration process may also disrupt the businesses of the combined company. Any inability of management to integrate the operations of the registrant and Moore Wallace successfully could have a material adverse effect on the business and financial condition of the combined company.

In addition to integrating the two companies’ businesses, the combined company will need to complete the integration of the Moore Wallace and Wallace Computer Services, Inc. businesses following the merger of those two companies in May 2003. The management of the combined company may be presented with significant challenges in being required to integrate the operations of three businesses at one time. There can be no assurance that management of the combined company will be able to integrate the operations of each of the businesses successfully or that the anticipated synergies between our companies will be realized. Moreover, the timing of synergies realized, if any, is uncertain.

Our rationale for the Moore Wallace acquisition was, in part, predicated on our ability to realize cost savings and to increase revenues through the combination of two strong companies. Achieving these cost savings and revenue increases is dependent upon a number of factors, many of which are beyond our control. We may not be able to achieve the anticipated cross-selling opportunities, the development and marketing of more comprehensive commercial printing product offerings and solutions, cost savings and revenue growth. An inability to realize the full extent of, or any of, the anticipated benefits of the transaction, as well as any delays encountered

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in the transition process, could have an adverse effect upon the revenues, level of expenses, operating results and financial condition of the combined company.

We have incurred significant transaction costs and will incur significant combination-related and restructuring costs in connection with the Moore Wallace acquisition.

Moore Wallace and the registrant have incurred or will pay transaction fees and other expenses related to the Moore Wallace acquisition of approximately $105 million, including financial advisors’ fees, filing fees, legal and accounting fees, soliciting fees, regulatory fees, mailing costs and debt financing fees and expenses to refinance the current outstanding Moore Wallace debt. Furthermore, we expect to incur significant costs associated with combining the operations of the two companies. However, it will be difficult to predict the specific size of those charges before completion of the integration process. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from our efforts to integrate the operations of the two companies.

Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, can offset incremental transaction, combination-related and restructuring costs over time, we cannot give any assurance that this net benefit will be achieved in the near future, or at all.

We may lose employees due to uncertainties associated with the Moore Wallace acquisition.

The success of the combined company after the Moore Wallace acquisition will depend in part upon our ability to retain key employees of both companies. Competition for qualified personnel can be very intense. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to do so in the past.

Risks Relating to the Businesses of the registrant, Moore Wallace and the Combined Company

The business of the combined company is subject to risks that have affected the businesses of the registrant and Moore Wallace.

The business of the combined company is subject to numerous risks that have affected the businesses of the registrant and Moore Wallace, including:

• competition with other communication services providers based on pricing and other factors, including pricing pressure brought on by excess capacity and current economic conditions;

• fluctuations in the cost of paper, ink, other raw materials and fuel used;

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• changes in postal rates and postal regulations;

• seasonal fluctuations in overall demand for services;

• changes in customer demand;

• changes in the advertising and printing markets;

• changes in the capital markets that affect demand for financial printing;

• the financial condition of our customers;

• our ability to continue to obtain improved operating efficiencies;

• our ability to continue to develop new solutions for our customers;

• the general condition of the U.S. economy and the economies of other countries in which we operate;

• war or acts of terrorism affecting the overall business climate;

• changes in the rules and regulations to which we are subject and the cost of complying with these rules and regulations, including environmental and health and welfare benefit regulations;

• changes in the costs of healthcare and other benefits provided to our employees; and

• changes in the rules and regulations to which our customers are subject, particularly those affecting privacy or the printing requirements of financial services or telecommunications customers.

For a discussion of the registrant’s business, together with factors to consider in connection therewith, see the registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 and the registrant’s other filings with the Securities and Exchange Commission that are incorporated by reference into this offering memorandum. See “Where You Can Find More Information.”

There are risks associated with operations outside the United States and Canada.

The combined company has significant operations outside the United States and Canada. Revenues from the registrant’s and Moore Wallace’s operations outside the United States and Canada accounted for approximately 10% of their combined revenues for the year ended December 31, 2003. As a result, the combined company is subject to the risks inherent in conducting business outside the United States and Canada, including the impact of economic and political instability.

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The combined company is exposed to significant risks related to potential adverse changes in currency exchange rates.

The combined company is exposed to market risks resulting from changes in the currency exchange rates of the Canadian dollar and other currencies. Although operating in local currencies may limit the impact of currency rate fluctuations on the operating results of our non-U.S. subsidiaries and business units, fluctuations in such rates may affect the translation of these results into the combined company’s financial statements. To the extent revenues and expenses are not in the applicable local currency, the combined company may enter into foreign currency forward contracts to hedge the currency risk. We cannot be sure, however, that the combined company’s efforts at hedging will be successful. There is always a possibility that attempts to hedge currency risks will lead to even greater losses than predicted. In addition, because of the combined company’s operations outside the United States, significant revenues and expenses will be denominated in local currencies.

Risks Related to Our Industry

The highly competitive market for the combined company’s products and industry consolidation will create adverse pricing pressures.

Although the combined company is a diversified printing company, the markets for the majority of the combined company’s product categories are highly fragmented, and the combined company has a large number of competitors. We believe that excess capacity in the combined company’s markets, combined with current economic conditions, have caused downward pricing pressure and increased competition. In addition, consolidation in the markets in which the registrant and Moore Wallace competed in the past, and could in the future, may increase competitive pricing pressures.

The substitution of electronic delivery and online distribution for printed materials may adversely affect our businesses.

Electronic delivery of documents and data and the online distribution and hosting of media content offer alternatives to traditional delivery of printed documents. Consumer acceptance of electronic delivery is uncertain, as is the extent to which consumers are replacing traditional reading of print materials with online hosted media content, and we have no ability to predict the rates of their acceptance of these alternatives. To the extent that our customers accept these alternatives, many of our businesses may be adversely affected.

WHERE YOU CAN FIND MORE INFORMATION

The Registration Statement

We have filed a registration statement with the United States Securities and Exchange Commission, which we refer to as the Commission, that registers the securities offered by this prospectus.

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The registration statement that we filed with the Commission, including the attached exhibits and schedules, contains additional relevant information about the registrant and its securities. The Commission allows us to omit some information included in the registration statement from this prospectus. You should read the entire registration statement in order to obtain this additional information.

Filings with the Commission

In addition, we file reports, proxy statements and other information with the Commission on a regular basis. You may read and copy this information or obtain copies of this information by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Further information on the operation of the Commission’s Public Reference Room in Washington, D.C. can be obtained by calling the Commission at 1-800-SEC-0030. Our Commission filings are also available to the public over the Internet at the Commission’s web site at http://www.sec.gov.

Documents Incorporated by Reference

THE COMMISSION ALLOWS US TO “INCORPORATE BY REFERENCE” INFORMATION INTO THIS PROSPECTUS. THIS MEANS THAT WE CAN DISCLOSE IMPORTANT INFORMATION TO YOU BY REFERRING YOU TO ANOTHER DOCUMENT FILED SEPARATELY WITH THE COMMISSION. This information incorporated by reference is a part of this prospectus, unless we provide you with different information in this prospectus or the information is modified or superseded by a subsequently filed document.

This prospectus incorporates by reference the documents listed below that we have previously filed with the Commission. They contain important information about the registrant and its financial condition.

(a) The registrant’s annual report on Form 10-K for the year ended December 31, 2003;

(b) The registrant’s current reports on Form 8-K and 8-K/A filed with the Commission on January 12, 2004 (other than information furnished under Item 12), February 5, 2004 (other than information furnished under Item 12), February 20, 2004, February 25, 2004, February 27, 2004, March 2, 2004, March 15, 2004, March 15, 2004, March 16, 2004 and May 6, 2004 (other than information furnished under Item 12);

(c) The registrant’s definitive proxy statement on Schedule 14A (File No. 001-04694) filed with the Commission on January 20, 2004;

(d) The description of the registrant’s common stock contained in the registrant’s registration statement on Form 8-A (File No. 001-04694) filed with the Commission on July 27, 1993, including any amendment or report filed for the purpose of updating such description; and

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(e) The description of the registrant’s preferred stock purchase rights contained in the registrant’s registration statement on Form 8-A (File No. 001-04694) filed with the Commission on June 5, 1996, including any amendment or report filed for the purpose of updating such description.

This prospectus also incorporates by reference additional documents that we may file with the Commission under Sections

13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, (as amended, and together with the rules and regulations thereunder, the “Exchange Act”), after the time of filing of the initial registration statement and before effectiveness of the registration statement, and after the date of this prospectus and before the termination of this offering. These documents include annual reports, quarterly reports and other current reports, as well as proxy statements that will automatically update and supersede the information in this prospectus.

You can obtain any of the documents incorporated by reference in this document from us or from the Commission through the Commission’s web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents unless we specifically incorporated by reference the exhibit in this prospectus. You can obtain these documents from us by requesting them in writing or by telephone at the following address or number:

Secretary

R. R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Telephone: (312) 326-8000

Other Information

We have not authorized anyone to give you any information about us or this offering that is different from what we tell you in this prospectus or in any of the materials that we have incorporated into this document. If anyone gives you any other information about us, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to buy, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

FORWARD-LOOKING STATEMENTS

Forward-Looking Statements Made in this Prospectus

In this prospectus, we make forward-looking statements about our financial condition, results of operations and business. Forward-looking statements are statements made by us concerning events that may or may not occur in the future. These statements may be made

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directly in this document or may be “incorporated by reference” from other documents. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates” or similar expressions.

Forward-Looking Statements are not Guarantees of Future Performance

Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those identified under “Risk Factors” above, elsewhere in this prospectus and incorporated by reference in this prospectus that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following:

• general economic and business conditions;

• changes in customer preferences;

• competition;

• availability of raw materials;

• the integration of any acquisition, including the integration of transferred employees;

• changes in our business strategy;

• our indebtedness;

• quality of our management and business abilities and the judgment of our personnel;

• the availability, terms and deployment of capital; and

• various other factors referenced in this prospectus and our Form 10-K.

See “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1: Business” in our Form 10-K for a further discussion of these factors. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

The securities may be sold by this prospectus by the selling securityholders. We will not receive any proceeds from the sales of the securities, but we will bear some of the expenses. See “Plan of Distribution – Expenses” for a description of the payment of expenses.

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DESCRIPTION OF SECURITIES

The authorized capital stock of the registrant consists of: (i) 500,000,000 shares of common stock, par value $1.25 per share, and 2,000,000 shares of preferred stock, par value $1.00 per share. As of March 31, 2004, 217,242,234 shares of common stock were issued and outstanding. No shares of preferred stock are currently outstanding, but 500,000 shares have been designated as Series A Junior Participating Preferred Stock. See “—Preferred Stock Purchase Rights” beginning on page 11.

The following summary description of the capital stock of the registrant does not purport to be complete and is qualified in its entirety by reference to the restated certificate of incorporation and by-laws of the registrant, the Rights Agreement (which we refer to in this document as the rights agreement), dated as of April 25, 1996, between the registrant and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent, and the DGCL. If you would like more information on the common stock, preferred stock purchase rights and preferred stock of the registrant, you should review those documents, each of which the registrant has incorporated by reference in this document. See “Where You Can Find More Information” beginning on page 6.

Common Stock

Subject to the prior dividend rights as may be fixed by the board of directors of the registrant in creating a new series of preferred stock, holders of the registrant’s common stock are entitled to receive, from funds legally available therefor, dividends when and as declared by the board of directors.

The holders of the registrant’s common stock are entitled to one vote for each share held, without the right to cumulate votes for the election of directors. Under the restated certificate of incorporation:

• the board of directors is divided into three classes, and each director is elected to serve for a three-year term;

• the number of directors which constitutes the full board of directors shall be not less than nine nor more than 15; and

• the affirmative vote of the holders of at least 66 ²/3% of the outstanding shares of the registrant’s stock of each class having voting power is required to amend or repeal the foregoing provisions.

The registrant may not sell, lease or exchange all or substantially all of its property and assets nor may it merge or consolidate except with a corporation of which at least 90% of the outstanding shares of each class of stock is owned by the registrant, unless authorized by the affirmative vote of the holders of at least 66 ²/3% of the outstanding shares of the registrant’s stock of each class having voting power with respect to the proposed transaction. The

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affirmative vote of the holders of at least 66 ²/3% of the outstanding shares of the registrant’s stock of each class having voting power is required to amend or repeal this provision.

If the registrant liquidates, dissolves or winds up its affairs, the holders of the registrant’s common stock will be entitled to receive, after its creditors have been paid and the holders of any then outstanding series of preferred stock have received their liquidation preferences, all of the remaining assets of the registrant in proportion to their share holdings. Holders of the registrant’s common stock do not have pre-emptive rights to acquire any securities of the registrant. The outstanding shares of the registrant’s common stock are fully paid and are nonassessable. The outstanding shares of the registrant’s common stock are listed on the New York Stock Exchange, the Toronto Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange.

Preferred Stock Purchase Rights

Each outstanding share of the registrant’s common stock has attached to it one right (which we refer to in this section of this document as a right) to purchase from the registrant one one-thousandth of a share of Series A Junior Participating Preferred Stock at a purchase price of $140 per right (which we refer to in this document as the purchase price).

The rights are attached to shares of the registrant’s common stock, and no separate rights certificates will be distributed prior to the distribution date (as defined below). The rights will separate from the registrant’s common stock upon the earliest of:

• 10 days following a public announcement that a person or group (which person or group we refer to in this document as an acquiring person), together with persons affiliated or associated with it, has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of the registrant’s common stock (which we refer to in this document as the stock acquisition date);

• 10 business days, or such later date as the registrant’s board of directors shall determine, following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of the outstanding shares of the registrant’s common stock; or

• 10 business days following a determination by the registrant’s board of directors that a person (whom we refer to in this document as an adverse person), alone or together with its affiliates and associates, has become the beneficial owner of more than 10% of the outstanding shares of the registrant’s common stock and that

- such beneficial ownership is intended to cause the registrant to repurchase the registrant’s common stock beneficially owned by such person or to cause pressure on the registrant to take action or enter into transactions intended to provide such person with short-term financial gain under circumstances where the board of directors determines that the best long-term interests of the

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registrant would not be served by taking such action or entering into such transactions at the time; or

- such beneficial ownership is causing or is reasonably likely to cause a material adverse impact (including impairment of relationships with customers or impairment of the registrant’s ability to maintain its competitive position) on the business or prospects of the registrant.

In this document we refer to the earliest of the dates described in the three preceding bullet points as the distribution date.

Until the distribution date, or earlier redemption or expiration of the rights, the rights may be transferred only with the common stock to which they are attached.

The rights will become first exercisable on the distribution date and will expire at the close of business on August 8, 2006, unless earlier redeemed by the registrant as described below. Notwithstanding the foregoing, the rights will not be exercisable after the occurrence of a triggering event (as defined below) until the registrant’s right of redemption has expired.

As soon as practicable after the distribution date, separate certificates evidencing the rights will be mailed to holders of record of the registrant’s common stock as of the close of business on the distribution date and, thereafter, the separate rights certificates alone will evidence the rights. Except for shares of the registrant’s common stock issued or sold after the distribution date pursuant to the exercise of stock options or under any employee benefit plan or arrangement granted or awarded prior to the distribution date, or the exercise, conversion or exchange of securities issued by the registrant, and except as otherwise determined by the registrant’s board of directors, only shares of the registrant’s common stock issued prior to the distribution date will be issued with rights.

If any person becomes:

• an acquiring person, except:

– pursuant to an offer for all outstanding shares of the registrant’s common stock which the independent directors of the registrant determines to be fair to and otherwise in the best interest of the registrant and its securityholders after receiving advice from one or more investment banking firms (which we refer to in this document as a qualifying offer) and

– for persons who report their ownership on Schedule 13G under the Exchange Act or on Schedule 13D under the Exchange Act, provided that they do not state any intention to, or reserve the right to, control or influence the management or policies of the registrant and such persons certify that they became an acquiring person inadvertently and they agree that they will not acquire any additional shares of the registrant’s common stock; or

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• an adverse person,

then the rights will “flip-in” and entitle each holder of a right, except as provided below, to purchase, upon exercise at the then current purchase price, that number of shares of the registrant’s common stock having a market value of two times the then current purchase price. In this document we refer to occurrence of either event described in the two preceding bullet points as a triggering event.

Any rights beneficially owned at any time on or after the earlier of the distribution date and the stock acquisition date by an acquiring person, an adverse person or an affiliate or associate of an acquiring person or an adverse person, whether or not such ownership is subsequently transferred, will become null and void upon the occurrence of a triggering event, and any holder of such rights will have no right to exercise such rights.

If, following a stock acquisition date, the registrant is acquired in a merger or other business combination in which the registrant’s common stock does not remain outstanding or is changed, other than a merger consummated pursuant to a qualifying offer, or 50% of the consolidated assets or earning power of the registrant is sold or otherwise transferred to any person, other than to the registrant or any of its subsidiaries, in one transaction or a series of related transactions, the rights will “flip-over” and entitle each holder of a right, except as provided in the preceding paragraph, to purchase, upon the exercise of the right at the then current purchase price, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current purchase price.

At any time until the earlier of:

• ten days following the stock acquisition date; and

• August 8, 2006,

the registrant may redeem the rights in whole, but not in part, at a price of $0.01 per right, subject to adjustment. The registrant may, at its option, pay the redemption price in cash, shares of the registrant’s common stock, based on the current market price of the common stock at the time of redemption, or any other form of consideration deemed appropriate by the registrant’s board of directors. Immediately upon the action of the registrant’s board of directors ordering the redemption of the rights, the right to exercise the rights will terminate, and the only right of the holders of rights will be to receive the applicable redemption price. In addition, after a triggering event, at the election of the registrant’s board of directors, the outstanding rights, other than those beneficially owned by an acquiring person, adverse person or an affiliate or associate of an acquiring person or adverse person, may be exchanged, in whole or in part, for shares of the registrant’s common stock or shares of the registrant’s preferred stock having essentially the same value or economic rights as shares of common stock. Immediately upon the action of the registrant’s board of directors ordering any such exchange, and without any further action or any

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notice, the rights, other than rights that are not subject to the exchange, will terminate, and the rights will only entitle holders to receive the shares issuable upon the exchange.

Until a right is exercised, the holder of the right will have no rights as a shareholder of the registrant, including, without limitation, the right to vote or to receive dividends.

At any time prior to the distribution date, the registrant may, without the approval of any holder of the rights, supplement or amend any provision of the rights agreement. After the distribution date, the rights agreement may be amended only:

• to cure ambiguities;

• to correct inconsistent provisions;

• to shorten or lengthen any time period under the rights agreement; or

• in ways that do not adversely affect the holders of the rights, other than an acquiring person or adverse person.

From and after the distribution date, the rights agreement may not be amended to lengthen:

• a time period relating to when the rights may be redeemed at any time when the rights are not then redeemable; or

• any other time period unless the lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the rights, other than an acquiring person or adverse person.

The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire the registrant on terms not approved by the registrant’s board of directors. The rights should not interfere with any merger or other business combination approved by the registrant’s board of directors because the registrant’s board of directors may, at its option, at any time until 10 days following the stock acquisition date, redeem all, but no less than all, of the then outstanding rights at the applicable redemption price.

Preferred Stock

The registrant’s board of directors is authorized to provide for the issuance from time to time of shares of preferred stock in one or more series and to fix the designation, dividend rate, voting powers, redemption price or prices, voluntary and involuntary liquidation prices, sinking fund provisions, if any, conversion provisions, if any, and any other rights and preferences applicable to the shares of such series. If shares of preferred stock are issued that have been designated to receive cumulative dividends or that include sinking fund requirements, conversion or redemption provisions, such issuance could have an adverse effect on the availability of earnings for distribution to the holders of common stock.

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SELLING SECURITYHOLDERS

Overview

• 7,211,078 of the securities offered by this prospectus by the selling securityholders relate to 21,692,311 common shares of Moore Wallace that were received in connection with the conversion by Chancery Lane/GSC Investors, L.P., which we refer to as the Partnership, of Moore Wallace’s $70.5 million subordinated convertible debenture due June 30, 2009, which we refer to as the Debenture, in December 2001 and subsequent liquidation of the Partnership;

• 1,039,500 of the securities offered by this prospectus by the selling securityholders relate to 1,650,000 common shares of Moore Wallace that were received by Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P., which we collectively refer to as the GSC Investors, as an inducement to obtain the early conversion of the Debenture; and

• 2,369,873 of the securities offered by this prospectus by the selling securityholders relate to 3,814,202 common shares of Moore Wallace that were received by the GSC Investors in connection with Moore Wallace’s acquisition of all of the outstanding shares of Payment Processing Solutions, Inc., which we refer to as PPS, in December 2003.

All of the securities offered by this prospectus are being registered under registration rights received in connection with the purchase of the Debenture in December 2000 by the Partnership and additional registration rights received by the Partnership upon the conversion of the Debenture into common shares in December 2001. Pursuant to the Combination Agreement dated November 8, 2003, as amended by First Amendment to Combination Agreement dated February 19, 2004 (“Combination Agreement”), we agreed to be bound by the terms of the registration rights granted to the Partnership upon the consummation of our combination with Moore Wallace. The Combination Agreement further provided that Moore Wallace common shareholders were entitled to receive 0.63 of a share of our common stock for each Moore Wallace common share that they owned, including the corresponding percentage of rights to acquire shares of our Series A Preferred Stock. The Partnership and the identity of the natural persons and entities that made up the Partnership are described below.

Chancery Lane/GSC Investors, L.P.

The Partnership was formed in December 2000 for the purpose of investing in the Debenture. The Debenture was convertible into 21,692,311 of Moore Wallace’s common shares at a rate of $3.25 per share. The general partner of the Partnership was CLGI, Inc., whose sole shareholder was R. Theodore Ammon. The Class A limited partners of the Partnership were the GSC Investors and the following natural persons and entities were Class B limited partners of the Partnership:

Chancery Lane MIC, L.P.

Greenwich Street Capital Partners II, L.P.

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GSCP Offshore Fund, L.P.

Greenwich Fund, L.P.

Greenwich Street Employees Fund, L.P.

TRV Executive Fund, L.P.

BTIP/Berenson Minella

DB Capital Investors, L.P.

Mark Alan Angelson 1997 Trust

Roger Altman

Austin Beutner

Robert Burton

Michael S. Kraus

James E. Lillie

Robert B. Lewis

Thomas Quinlan, III

Mark Hiltwein

Robert Burton, Jr.

Michael Burton

CLGI, Inc.

The Class A limited partners collectively invested $47 million in the Partnership and had (1) the right to all interest and redemption premium on the Debenture, (2) the right to exchange their Class A limited partnership interests for up to 40% of the Debenture or the common shares issuable on a conversion of the Debenture and (3) the right to consent to the Partnership’s conversion of the Debenture for so long as any Class A limited partnership interests were outstanding, unless certain minimum trading price or other conditions had been met. The Class B limited partners collectively invested $23.5 million in the Partnership and had the right to exchange their Class B limited partnership interests for up to 60% of the Debenture or the common shares issuable upon conversion of the Debenture if certain conditions were met. The Class B limited partners had no right to any interest or redemption premium from the Debenture. The Partnership’s general partner had only a nominal interest in the Partnership.

Conversion of the Debenture and Related Agreements. As the minimum trading price or other conditions that would have allowed the Partnership to convert the Debenture without the Class A limited partners’ consent had not been satisfied by December 2001, the Partnership could not convert the Debenture at that time without that consent. In early December 2001, Moore Wallace came to a general understanding with the Class A limited partners regarding an agreement for the early conversion by the Partnership of the Debenture. This understanding included the issuance of the additional shares referred to in the second paragraph of the “Selling Securityholders—Overview” section. At that time, Moore Wallace’s board of directors appointed a special committee of three directors, entirely independent of the Partnership and the GSC Investors and with no personal interest in the transaction, to review the transaction and report to its full board of directors. The special committee retained independent financial and legal advisors. Based on their own review of the transaction, and advice they received from their advisors, including an opinion from their financial advisor that the consideration to be paid by Moore Wallace was fair from a financial point of view, the special committee recommended the

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transaction to its board of directors for approval. Moore Wallace’s board (with Messrs. Angelson, Burton and Eckert having disclosed their interest in the transaction and refraining from voting) unanimously approved the transaction.

Allocation of Common Shares. On December 28, 2001, pursuant to their rights under the partnership agreement, the Partnership’s partners received 21,692,311 of Moore Wallace’s common shares. Those shares were allocated in accordance with the partnership agreement, with 40% of the shares allocated to the GSC Investors, as the Class A limited partners, and 60% of the shares allocated to the Class B limited partners, which included certain members of our management who are identified on this page below under “Interest of Officers and Directors in the Debenture.” Aside from the 1,650,000 additional shares issued as an inducement to the Class A limited partners to induce them to consent to the Partnership’s early conversion of the Debenture, the shares issued to the Partnership were divided among the partners of the Partnership on a pro rata basis in accordance with their entitlements under their partnership agreement.

Additional Shares. The 1,650,000 additional shares were issued as an inducement to the Class A limited partners to require the Partnership to convert the Debenture. The 1,650,000 additional shares were allocated among the GSC Investors in proportion to their investment in the Class A limited partnership interests.

Moore Wallace paid the expenses of the Partnership and certain of the expenses of the GSC Investors in connection with the conversion and the issuance of the additional shares.

Acquisition of Payment Processing Solutions, Inc.

Pursuant to an Agreement and Plan of Merger (“PPS Acquisition Agreement”) dated as of November 26, 2003, among Moore Wallace, Laser Company, Inc., an indirect wholly owned subsidiary of Moore Wallace, PPS and the stockholders of PPS, Moore Wallace agreed to acquire PPS. Pursuant to the terms of the PPS Acquisition Agreement, on December 31, 2003, Moore Wallace issued 1,580,213 Moore Wallace common shares to certain of the GSC Investors. On February 25, 2004, Moore Wallace issued an additional 2,233,989 Moore Wallace common shares in lieu of a cash payment to certain of the GSC Investors. The GSC Investors allocated the common shares of Moore Wallace as follows:

Name	Percentage
Greenwich Street Capital Partners II, L.P.	89.3378%
GSCP Offshore Fund, L.P.	1.8625%
Greenwich Fund, L.P.	3.0262%
Greenwich Street Employees Fund, L.P.	5.3332%
TRV Executive Fund, L.P.	0.4403%
TOTAL:	100.00%

On April 15, 2004, pursuant to a Working Capital Post-Closing Adjustment Agreement entered into in connection with the acquisition of PPS by Moore Wallace, 33,074 shares of our common stock were forfeited by the GSC Investors in satisfaction of claims arising as a result of certain post-merger calculations set forth in the PPS Acquisition Agreement.

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Interest of Officers and Directors in the Debenture and the Acquisition of PPS

Alfred C. Eckert III, who is our director, also holds the following positions with the GSC Investors:

• a managing member of Greenwich Street Investments II, L.L.C., which is the general partner of the GSC Investors;

• a limited partner of GSCP (NJ), L.P., which is the manager of the GSC Investors; and

• a shareholder and executive officer of GSCP (NJ), Inc., which is the general partner of GSCP (NJ), L.P.

In addition to their interest in the Debenture, certain of the GSC Investors were the majority shareholders of PPS prior to its sale to Moore Wallace.

Mark A. Angelson, our chief executive officer and director, Thomas J. Quinlan, III, our executive vice president, operations, and Michael S. Kraus, our executive vice president, strategy were Class B limited partners of the Partnership and, therefore, had an interest in the Debenture conversion.

Of the 21,692,311 common shares issued upon conversion of the Debenture, an aggregate of 11,446,155 were issued to the GSC Investors, 306,237 were issued to Mr. Angelson and a trust controlled by Mr. Angelson, 138,462 were issued to Mr. Quinlan and 69,096 were issued to Mr. Kraus. As described above, all common shares were allocated among the Partnership’s partners in proportion to their investments in the Partnership.

Registration of Common Shares

Under the terms of the registration rights agreement with the Partnership entered into in December 2000, the Partnership had certain rights to request that Moore Wallace file a registration statement registering, for offer and sale, the Partnership’s shares issued upon conversion of the Debenture and the additional shares. The right to request registration under the terms of the registration rights agreement was assigned to the GSC Investors in connection with the conversion of the Debenture and the dissolution of the Partnership. On January 10, 2002, the GSC Investors exercised their right under that registration rights agreement to request that Moore Wallace file a registration statement.

Pursuant to the Combination Agreement we have agreed to be bound by the terms of the registration rights granted to the Partnership and are filing a registration statement that contains

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this prospectus. The registration rights agreement, along with a second registration rights agreement entered into among Moore Wallace, the Partnership and the GSC Investors in December 2001, provides, among other things, for the right to request two widely-distributed underwritten offerings under this prospectus. In addition, (1) the GSC Investors, as the parties requesting the registration of the securities covered by this prospectus, have the right to request an unlimited number of block trades (whether or not underwritten) and an unlimited number of non-underwritten takedowns and (2) the other selling securityholders exercising piggy-back rights have the right to participate in a widely-distributed underwritten offering requested by the GSC Investors, subject to cutback rights, and to sell their securities in block trades.

Selling Securityholders

The following table sets forth, based on information currently available to the registrant:

• the name of each selling securityholder;

• the number of securities and the percentage of securities beneficially owned by each selling shareholder prior to the date of this prospectus, if such selling shareholder owns more than one percent of the outstanding securities;

• the number of securities being offered hereby by each selling shareholder; and

• the number of securities and the percentage of securities to be beneficially owned by each selling shareholder after the sale of all securities registered hereby, if such selling shareholder will own more than one percent of the outstanding securities.

The selling securityholders may offer and sell, from time to time, some or all of the securities covered by this prospectus. We have registered the securities covered by this prospectus for offer and sale by the selling securityholders so that those securities may be freely sold to the public by them. Registration of the securities covered by this prospectus does not mean, however, that those shares necessarily will be offered or sold.

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	SECURITIES BENEFICIALLY OWNED AS OF MARCH 31, 2004			SECURITIES BENEFICIALLY OWNED IF ALL SECURITIES REGISTERED ARE SOLD
Name	Number	Percentage	Number of Securities Offered	Number	Percentage
Greenwich Street Capital Partners II, L.P. (1)	9,488,077	4.37%	9,488,077	0	*
Greenwich Street Employees Fund, L.P. (1)	197,806	*	197,806	0	*
Greenwich Fund, L.P. (1)	321,396	*	321,396	0	*
GSCP Offshore Fund, L.P. (1)	566,410	*	566,410	0	*
TRV Executive Fund, L.P. (1)	46,762	*	46,762	0	*
TOTAL	10,620,451	4.88%	10,620,451	0	*

* Before the date of this prospectus, the selling securityholder owns, and after the completion of the sale of all of the securities the selling securityholder will own, less than 1% of the outstanding securities.

(1) Greenwich Street Investments II, L.L.C. is the general partner of each of the GSC Investors. GSCP (NJ), L.P. is the manager of each of the GSC Investors. GSCP (NJ), Inc. is the general partner of GSCP (NJ), L.P. Alfred C. Eckert III (a member of our board of directors), Keith W. Abell, Richard M. Hayden, Robert A. Hamwee, Thomas V. Inglesby, Matthew C. Kaufman, Christine K. Vanden Beukel and Andrew J. Wagner are the executive officers and stockholders of GSCP (NJ), Inc., limited partners of GSCP (NJ), L.P. and managing members of Greenwich Street Investments II, L.L.C. (except for Mr. Wagner).

For the purposes of Rule 13d-3 under the Exchange Act, because of their relationship with the GSC Investors, each of Greenwich Street Investments II, L.L.C., GSCP (NJ), L.P., GSCP (NJ), Inc., Messrs. Abell, Hayden, Hamwee, Inglesby, Kaufman and Wagner and Ms. Vanden Beukel (collectively, the “GSC Investor Affiliates”) may be deemed to beneficially own the securities held by the GSC Investors. Notwithstanding the foregoing, the GSC Investor Affiliates disclaim beneficial ownership of the securities held by the GSC Investors except to the extent of their pecuniary interest in the securities.

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SECURITIES ELIGIBLE FOR FUTURE SALE

As of March 31, 2004, we had outstanding 217,242,234 securities. The securities registered hereby are not freely tradable without restriction or registration under the Securities Act of 1933 (as amended, and together with the rules and regulations thereunder, the “Securities Act”). Other than 995,534 securities newly issued on December 31, 2003 and 1,374,339 securities newly issued on February 25, 2004, all of these securities are eligible for sale in accordance with Rule 144 or Rule 145 under the Securities Act.

In general, under Rule 144 as currently in effect, any person who has beneficially owned securities for at least one year, including persons who may be deemed an “affiliate” of the registrant, is entitled to sell within any three-month period a number of securities that does not exceed the greater of (i) 1% of the then outstanding securities or (ii) the average weekly trading volume in our securities during the four calendar weeks preceding such sale. Such sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and to the availability of our current public information. In addition, any person who is not deemed our “affiliate,” and who has beneficially owned his or her securities for at least two years, is entitled to sell such securities under Rule 144 without regard to the volume limitations, manner of sale provisions or notice requirements.

While no predictions can be made of any effect that open market sales of securities or the availability of securities for sale will have on the market price prevailing from time to time, sales of substantial amounts of our securities in the public market, or the perception that such sales will occur, could adversely affect market prices and trading activities in our common stock.

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PLAN OF DISTRIBUTION

The selling securityholders may offer and sell, from time to time, some or all of the securities covered by this prospectus. We have registered the securities covered by this prospectus for offer and sale by the selling securityholders so that those securities may be freely sold to the public by them. Registration of the securities covered by this prospectus does not mean, however, that those securities necessarily will be offered or sold. We will not receive any proceeds from any sale by the selling securityholders of the securities. See “Use of Proceeds.”

Methods of Distribution by Selling Securityholders

Each of the selling securityholders may offer and sell any or all of the securities from time to time and in several different ways. For example, they may make sales:

• in privately negotiated transactions;

• through broker-dealers, who may act as agents or principals;

• in a block trade in which a broker-dealer will attempt to sell a block of securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• through one or more underwriters on a firm commitment or best-efforts basis;

• directly to one or more purchasers;

• through agents; or

• in any combination of the above.

When selling the securities, the selling securityholders may enter into hedging transactions. For example the selling securityholders may:

• enter into transactions involving short sales of securities by broker-dealers;

• sell securities short themselves and deliver the securities registered under this prospectus to settle such short sales or to close out stock loans incurred in connection with their short positions;

• enter into option or other types of transactions that require the selling securityholders to deliver securities to a broker-dealer or other person, who will then resell or transfer the securities under this prospectus; or

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• loan or pledge the securities to a broker-dealer or other person, who may sell the loaned securities or, in the event of default, sell the pledged securities.

From time to time, the selling securityholders may offer securities through brokers, dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from any selling shareholder, agents and/or purchasers for whom they may act as agent.

Unless otherwise agreed, all securities will be sold in accordance with the terms of the registration rights agreements in place with respect to the securities.

Preparation of an Additional Prospectus to Describe the Method of Sale

If necessary, we will prepare another prospectus to describe the method of sale in greater detail. As of the date of this prospectus, we do not know of any arrangements by the selling securityholders to sell the securities, nor do we know which brokerage firms the selling securityholders may select to sell the securities. In addition, the selling securityholders may sell the securities without the aid of a registration statement if they follow certain SEC rules, including Rule 144 under the Securities Act.

Parties that may be Deemed Underwriters

The selling securityholders and any brokers, dealers or agents that participate in the distribution of the securities may be considered “underwriters” under the federal securities laws. If a selling shareholder is considered an underwriter, any profits on the sale of securities by it and any associated discounts, concessions or commissions may be considered underwriting compensation under the federal securities laws. In addition, if a selling shareholder is considered an underwriter, the selling shareholder may be subject to some liabilities for misstatements and omissions in the registration statement.

We have agreed to indemnify the selling securityholders against certain liabilities arising in connection with this offering, including liabilities under the Securities Act or to contribute to payments that the selling securityholders may be required to make in that respect.

Regulation of Sales by Selling Securityholders

The selling securityholders and any other person participating in a sale or distribution of securities will be subject to applicable provisions of the Exchange Act, which is the federal statute regulating sales of securities. Some rules and regulations issued by the Commission, including some limitations on activities during securities offerings and anti-fraud provisions, may limit when the selling securityholders, or any other person, may sell or purchase the securities.

Specifically, and without limiting the preceding paragraph, the selling securityholders will be subject to Regulation M, the provisions of which may limit the timing of purchases and

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sales of securities by the selling securityholders. These limitations may affect the marketability of the securities.

In some jurisdictions, the state securities laws require that the securities be offered or sold only through registered or licensed brokers or dealers. In addition, in some jurisdictions the securities may not be offered or sold unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and is complied with.

Expenses

We will not receive any part of the proceeds from the sale of the securities. We will bear expenses we incur in registering the securities with the Commission. We estimate these expenses to be approximately $114,996. If and when we are required to update this prospectus, we may incur additional expenses in excess of the amount estimated above. The selling securityholders will pay their own expenses, including underwriting discounts, brokerage commissions, legal fees or similar expenses, in offering and selling the securities.

VALIDITY OF THE SECURITIES

The validity of the securities offered hereby has been passed upon for the registrant by Sidley Austin Brown & Wood LLP, counsel for the registrant.

EXPERTS

The consolidated financial statements and the related financial statement schedule of R.R. Donnelley & Sons Company (the “Company”) as of December 31, 2003 and 2002 and for the years then ended incorporated in this prospectus by reference from their Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports dated February 18, 2004 (which reports express an unqualified opinion and include an explanatory paragraph referring to: (i) the Company’s changes in the composition of its reportable segments in 2003 and 2002; (ii) the Company’s change in its accounting for goodwill and intangible assets in 2002; and (iii) their audit of the transitional adjustments related to these changes reflected in the 2001 consolidated financial statements that were audited by other auditors who have ceased operations and for which they have expressed no opinion or other form of assurance other than with respect to such disclosures), which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Moore Wallace Incorporated incorporated in this prospectus by reference from the R.R. Donnelley & Sons Company Current Report on Form 8-K/A dated February 27, 2004 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report dated February 26, 2004, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements and the related financial statement schedule of R.R. Donnelley & Sons Company as of and for the year ended December 31, 2001 incorporated in this prospectus by reference from their Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Arthur Anderson LLP, independent auditors. Arthur Andersen LLP did not, however, reissue its report for inclusion in such Annual Report. We rely on the report of Arthur Andersen LLP. We have not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen LLP to our naming it as an expert and as having audited the consolidated financial statements of R.R. Donnelley & Sons Company as of and for the year ended December 31, 2001 and incorporating by reference its audit reports into this prospectus. This limits your ability to recover damages from Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the consolidated financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of the securities, other than underwriting discounts and agency fees or commissions, are set forth in the following table. All amounts except the Securities and Exchange Commission registration fee are estimated:

Registration statement filing fee	$	38,996
Legal fees and expenses		50,000
Accounting fees and expenses		25,000
Miscellaneous fees and expenses		1,000
Total	$	114,996

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant’s restated certificate of incorporation contains a provision that is designed to limit the registrant’s directors’ liability to the extent permitted by the Delaware General Corporation Law (the “DGCL”) and any amendments to the DGCL. Specifically, directors will not be held personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the duty of loyalty; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for payment of an improper dividend or improper repurchase of stock under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit.

The principal effect of the limitations of liability provision is that a stockholder is unable to prosecute an action for monetary damages against directors of the registrant unless the stockholder can demonstrate one of the specified bases for liability. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the United States federal securities laws. Although the registrant’s restated certificate of incorporation limits the personal liability of directors, it does not eliminate the directors’ duty of care. The inclusion of the limitation of liability provision in the restated certificate of incorporation may, however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited the registrant and its stockholders. This provision

II-1

should not affect the availability of equitable remedies such as injunction or rescission based upon a director’s breach of the duty of care.

The DGCL provides that a corporation may indemnify its present and former directors, officers, employees and agents (as well as any individual serving with another corporation in such capacity at the corporation’s request) (i) against all reasonable expenses (including attorneys’ fees) incurred in defense or settlement of suits brought against them if such individuals acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of the corporation and (ii) except in actions initiated by or in the right of the corporation, against all judgments, fines and amounts paid in settlement of actions brought against them, if such individuals acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe their conduct was unlawful. A corporation may not indemnify a current or former director or officer of the corporation against expenses to the extent that such person is adjudged to be liable to the corporation unless and only to the extent that the court in which such action is heard determines such person is reasonably entitled to indemnity. A corporation shall indemnify such person to the extent they are successful on the merits or otherwise in defense of the action or matter at issue. In addition, the DGCL allows for the advance payment of expenses of an officer or director who is indemnified prior to the final disposition of an action, provided that, in the case of a current director or officer, such person undertakes to repay any such amount advanced if it is later determined that such person is not entitled to indemnification with regard to the action for which the expenses were advanced.

The registrant’s restated certificate of incorporation includes an indemnification provision under which the registrant is required to indemnify directors to the fullest extent permitted by the DGCL.

In addition, the registrant’s restated certificate of incorporation requires it to indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding (other than by or in the right of the registrant) by reason of the fact that such person was a director or officer of the registrant (or is or was serving at the request of the registrant as a director or officer of another entity) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if (i) such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and (ii) with respect to a criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

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The registrant also is required to indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or completed action or suit by or in the right of the registrant by reason of the fact that the person is or was a director or officer of the registrant (or is or was serving at the request of the registrant as a director or officer of another entity) against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the registrant. However, no indemnification will be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the registrant unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director or officer of the registrant has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified by the registrant against expenses actually and reasonably incurred by such person in connection therewith.

The registrant’s restated certificate of incorporation also provides that expenses incurred in defending any action, suit or proceeding may be paid by the registrant in advance of the final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that such person is not entitled to indemnification by the registrant.

In addition, the registrant may purchase and maintain insurance against liability asserted against or incurred by any director or officer whether or not it would have the power to indemnify them against such liability under the registrant’s restated certificate of incorporation or the DGCL.

ITEM 16. EXHIBITS.

The exhibits to this registration statement are listed below.

Exhibit Number	Description of Exhibit
4.1	R. R. Donnelley & Sons Company Restated Certificate of Incorporation (1)
4.2	Amended and Restated By-laws of R. R. Donnelley & Sons Company (2)
4.3	Rights Agreement, dated as of April 25, 1996, between R. R. Donnelley & Sons Company and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent (3)
4.4*	Registration Rights Agreement, dated as of December 21, 2000, between Moore Wallace Incorporated and Chancery Lane/GSC Investors, L.P.
4.5*	Registration Rights Agreement, dated as of December 28, 2001, among Moore Wallace Incorporated, the GSC Investors listed on the schedule thereto and Chancery Lane/GSC Investors, L.P.

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Exhibit Number	Description of Exhibit
5.1*	Opinion of Sidley Austin Brown & Wood LLP
23.1*	Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1 to this registration statement)
23.2*	Consent of Deloitte & Touche LLP
23.3*	Consent of Deloitte & Touche LLP
24.1*	Powers of Attorney (contained in the signature page to this registration statement)

* Filed herewith.

(1) Filed on May 3, 1996 as Exhibit 3(i) to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 001-4694).

(2) Filed on March 3, 2004 as Exhibit 4.2 to the registrant’s Registration Statement on Form S-8 (File No. 333-113258).

(3) Filed on June 5, 1996 as Exhibit 4 to the registrant’s Registration Statement on Form 8-A (File No. 001-4694).

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

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provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(a) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 7th day of May, 2004.

R. R. DONNELLEY & SONS COMPANY
By:	/s/    Suzanne S. Bettman
	Suzanne S. Bettman Senior Vice President, General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 7th day of May, 2004.

/s/    Mark A. Angelson         Mark A. Angelson	Director and Chief Executive Officer (Principal Executive Officer)
/s/    James R. Sulat         James R. Sulat	Senior Executive Vice President and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Sulat and Suzanne S. Bettman, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, including any filings under Rule 462 promulgated under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 7th day of May, 2004.

/s/    Gregory Q. Brown         Gregory Q. Brown	Director	/s/    John C. Pope         John C. Pope	Director
/s/    Robert F. Cummings, Jr.         Robert F. Cummings, Jr.	Director	/s/    Michael T. Riordan         Michael T. Riordan	Director
/s/    James R. Donnelley         James R. Donnelley	Director	/s/    Lionel H. Schipper, C.M.   Lionel H. Schipper, C.M.	Director
Alfred C. Eckert III	Director	/s/    Oliver R. Sockwell         Oliver R. Sockwell	Director
/s/    Judith H. Hamilton Judith H. Hamilton	Director	/s/    Bide L. Thomas         Bide L. Thomas	Director
/s/    Thomas S. Johnson Thomas S. Johnson	Director	/s/    Norman H. Wesley         Norman H. Wesley	Director
/s/    Joan D. Manley         Joan D. Manley	Director	/s/    Stephen M. Wolf         Stephen M. Wolf	Director

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INDEX TO EXHIBITS TO R. R. DONNELLEY & SONS COMPANY

REGISTRATION STATEMENT ON FORM S-3

Exhibit Number	Description of Exhibit
4.1	R. R. Donnelley & Sons Company Restated Certificate of Incorporation (1)
4.2	Amended and Restated By-laws of R. R. Donnelley & Sons Company (2)
4.3	Rights Agreement, dated as of April 25, 1996, between R. R. Donnelley & Sons Company and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent (3)
4.4*	Registration Rights Agreement, dated as of December 21, 2000, between Moore Wallace Incorporated and Chancery Lane/GSC Investors, L.P.
4.5*	Registration Rights Agreement, dated as of December 28, 2001, among Moore Wallace Incorporated, the GSC Investors listed on the schedule thereto and Chancery Lane/GSC Investors, L.P.
5.1*	Opinion of Sidley Austin Brown & Wood LLP
23.1*	Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1 to this registration statement)
23.2*	Consent of Deloitte & Touche LLP
23.3*	Consent of Deloitte & Touche LLP
24.1*	Powers of Attorney (contained in the signature page to this registration statement)

* Filed herewith.

(1) Filed on May 3, 1996 as Exhibit 3(i) to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 001-4694).

(2) Filed on March 3, 2004 as Exhibit 4.2 to the registrant’s Registration Statement on Form S-8 (File No. 333-113258).

(3) Filed on June 5, 1996 as Exhibit 4 to the registrant’s Registration Statement on Form 8-A (File No. 001-4694).

EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

DATED AS OF DECEMBER 21, 2000

BETWEEN

MOORE CORPORATION LIMITED

AND

CHANCERY LANE/GSC INVESTORS, L.P.

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of December 21, 2000, between Moore Corporation Limited, a corporation organized under the laws of Ontario (“Moore”), and Chancery Lane/GSC Investors L.P., a Delaware limited partnership (“CLGI”).

RECITALS

WHEREAS, Moore and CLGI have entered into a Debenture Purchase Agreement, dated as of December 12, 2000 (the “Debenture Purchase Agreement”); and

WHEREAS, pursuant to the Debenture Purchase Agreement, CLGI has acquired Debentures (as defined in the Debenture Purchase Agreement) that are convertible into Common Shares (as defined below); and

WHEREAS, Moore has agreed to provide the registration rights set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto agree as follows:

1. Definitions.

Capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to such terms in the Debenture Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

“Affiliate” shall have the meaning set forth in Rule 405 of the Securities Act.

“Canadian Filing” shall mean either a Demand Filing to obtain a receipt for a Canadian Prospectus in Canada pursuant to Section 2(a) of this Agreement or a Proposed Filing by Moore to file a Canadian Prospectus under Canadian Securities Laws pursuant to Section 3(a) of this Agreement.

“Canadian Prospectus” shall mean the prospectus (including, without limitation and unless otherwise specified, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus) filed under Canadian Securities Laws with Canadian Regulatory Authorities, as amended or supplemented by any prospectus supplement or amendment with respect to the terms of the offering of any portion of such prospectus and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by Moore under the Canadian Securities Laws and incorporated by reference therein.

“Canadian Regulatory Authorities” means, collectively, the securities regulatory authority in each of the Canadian provinces.

“Canadian Securities Laws” shall mean the securities laws, regulations, policies and rules in effect in all of the Canadian provinces, as the same may be amended from time to time.

“CLGI” shall have the meaning set forth in the Preamble.

“Common Shares” shall mean the common shares of Moore.

“Debenture Purchase Agreement” shall have the meaning set forth in the Recitals.

“Demand Filing” shall have the meaning set forth in Section 2(a) hereof.

“Demand Filing Statement” shall have the meaning set forth in Section 2(a) hereof.

“Effective Time” shall mean (i) in the case of a U.S. Filing, the date on which the SEC declares a Registration Statement effective or on which such Registration Statement otherwise becomes effective or (ii) in the case of a Canadian Filing, the date on which the last of the receipts for a final Canadian Prospectus has been obtained from the Canadian Regulatory Authorities.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Indemnified Person” shall have the meaning set forth in Section 6(a) hereof.

“Moore” shall have the meaning set forth in the Preamble.

“NASD Rules” shall mean the Rules of the National Association of Securities Dealers, Inc., as amended from time to time.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Piggyback Filing” shall have the meaning set forth in Section 3(a) hereof.

“Proposed Filing” shall have the meaning set forth in Section 3(a) hereof.

“Prospectus” means either a U.S. Prospectus or a Canadian Prospectus.

“qualification” means, in the context of Canadian Securities Laws, the qualification of trades in Subject Shares pursuant to a final prospectus filed with, and in respect of which a receipt or receipts have been issued in respect of such prospectus by, applicable Canadian Regulatory Authorities.

“qualified”, in respect of Subject Shares, means the qualification of such securities.

“Registration Expenses” shall have the meaning set forth in Section 5(a) hereof.

“Registration Statement” shall mean any registration statement of Moore which covers Subject Securities pursuant to the provisions of this Agreement, including the U.S. Prospectus, amendments and supplements to such registration statement, including pre- and post-effective

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amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Restricted Security” shall mean any security unless and until:

(i)	a registration statement with respect to the sale of such security shall have been declared effective under the Securities Act and such security shall have been disposed of in accordance with such registration statement,
(ii)	a receipt or receipts for a final Canadian Prospectus with respect to the sale of such security shall have been obtained from all applicable Canadian Regulatory Authorities in accordance with Canadian Securities Laws and such security shall have been disposed of in accordance with such prospectus,
(iii)	it is distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or
(iv)	such security shall have been otherwise transferred pursuant to an applicable exemption under the Securities Act or Canadian Securities Laws, new certificates for such security not bearing a legend restricting further transfer shall have been delivered by Moore and such security shall be freely transferable to the public without either (a) registration under the Securities Act or (b) qualification under Canadian Securities Laws.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“SEC” shall mean the Securities and Exchange Commission.

“Shelf Registration” shall have the meaning set forth in Section 2(a) hereof.

“Subject Securities” shall mean the Common Shares issued to CLGI or any direct or indirect permitted transferee or distributee of CLGI upon conversion of Debentures, from time to time, and any securities issued in respect of or in exchange for such Common Shares or other Subject Securities, provided that a security ceases to be a Subject Security when it is no longer a Restricted Security.

“underwritten”, “underwritten registration”, “underwritten offering” or “underwritten registered offering” shall mean a registration in which securities of Moore are sold to an underwriter for re-offering to the public pursuant to an effective Registration Statement and/or a final Canadian Prospectus for which a receipt or receipts have been obtained from the applicable Canadian Regulatory Authorities.

“U.S. Filing” shall mean either a Demand Filing to file a registration statement in the United States pursuant to Section 2(a) of this Agreement or a Proposed Filing by Moore to file a registration statement under the Securities Act pursuant to Section 3(a) of this Agreement.

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“U.S. Prospectus” shall mean the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement or amendment with respect to the terms of the offering of any portion of the Subject Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by Moore under the Exchange Act and incorporated by reference therein.

2. Demand Filings.

(a) Notice. CLGI may at any time after the first anniversary of the Closing Date, but on not more than two occasions, make a written request to Moore that Moore at CLGIs option (i) file a registration statement in the United States registering for offer and sale all or a part of its Subject Securities in the United States of America, including a shelf registration pursuant to Rule 415 under the Securities Act (a Shelf Registration) if Moore is eligible to use such a registration or (ii) obtain a receipt or receipts for a final Canadian Prospectus in Canada from the applicable Canadian Regulatory Authorities, including a shelf prospectus pursuant to National Instrument 44-102 (a “Canadian Shelf”) if Moore is eligible to use a Canadian Shelf qualifying the offer and sale of all or part of its Subject Securities in Canada, (in either case, a “Demand Filing Statement”), or, if requested in good faith by CLGI, in both jurisdictions, having an aggregate public market offering price of not less than U.S.$20 million (or the Canadian dollar equivalent thereof at such time based on the average of the closing market prices for the ten-day trading period prior to the date of the request) in each case. In any such case, such (i) registration must be made with the SEC under and in accordance with provisions of the Securities Act, and (ii) such receipt or receipts must be obtained from all of the applicable Canadian Regulatory Authorities in accordance with Canadian Securities Laws (in either case, a “Demand Filing”). All requests made pursuant to this paragraph will specify the proposed aggregate number of the Subject Securities to be registered or qualified and will also specify the intended methods of disposition thereof. Moore shall notify within 10 days after receipt thereof each Primary Investor (as such term is defined in the limited partnership agreement of CLGI) holding Subject Securities in writing of the receipt of a request for registration and/or qualification, as the case may be, by CLGI pursuant to this Section 2(a) and each Primary Investor that did not cause CLGI to exercise the right to request the Demand Filing (as provided in CLGIs Restricted Securities Agreement dated as of the date hereof), in lieu of exercising its rights under Section 3, may elect (by written notice to Moore within 15 days from the date such holder received Moore’s written notification of CLGI’s request) to have any or all of its Subject Securities included in such registration or qualification, as the case may be, requested by CLGI.

(b) Restrictions. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore’s obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration

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Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a “Lock Up Period”), Moore shall notify CLGI of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Moore may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “Pending Event Suspension Period”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the “Board”), result in the Registration Statement, and any related

5

Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a “Pending Registration Suspension Period”) and, together with a Pending Event Suspension Period, a “Black Out Period”); provided, further, that any period suspended, including the Effectiveness Period, shall be extended by the number of days in any Black Out Period occurring during such Period.

(c) Effectiveness. Moore agrees to use its reasonable best efforts to cause each such Demand Filing Statement to be declared effective by (i) the SEC and/or (ii) the applicable Canadian Regulatory Authorities, as the case may be, as promptly as is practicable and in any event within 60 calendar days after filing, and to keep it continuously effective for a period of 180 days following the dates on which each such Demand Filing Statement is declared effective and 60 calendar days following the date on which a receipt or receipts are obtained therefor from the applicable Canadian Regulatory Authorities or until all Subject Securities included therein have been sold, if earlier and, in the case of a Shelf Registration or a Canadian Shelf, for the 270-day period referred to in clause (i)(y) of the last sentence of Section 2(b) (in either case, the “Effectiveness Period”).

(d) Priority of Securities in Demand Filings. In connection with any underwritten Demand Filing, if the managing underwriter or underwriters advise Moore in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be sold exceeds the number which can be sold in such offering at the requested price per share, Moore will include in such registration and/or qualification the number of securities which, in the reasonable opinion of such underwriter or underwriters, can be sold as follows: (i)first, the Subject Securities requested to be included in such Demand Filing by CLGI and the other holders of Subject Securities pursuant to the last sentence of Section 2(a), pro rata among them; (ii)second, the Subject Securities requested to be included in such Demand Filing, pro rata among the holders of Subject Securities which have requested their Subject Securities to be included therein pursuant to piggy-back registration rights; (iii)third, any Common Shares Moore proposes to sell; and (iv)fourth, other Common Shares requested to be included in such Demand Filing.

(e) Selection of Underwriters. CLGI shall have the right, with respect to any Registration Statement or final Canadian Prospectus to be filed as a result of a Demand Filing, to determine whether the sale of the Subject Securities under such registration statement or prospectus shall be underwritten or not, and any managing underwriter or underwriters will be of nationally recognized standing in the applicable jurisdiction and which will be selected by CLGI with the consent of Moore, which will not be unreasonably withheld or delayed.

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(f) Registration Statement Form. The Company shall select the Registration Statement form for any registration pursuant to this Section 2 provided that the Company shall use Form S-3 or F-3 or shall use a Canadian short form prospectus, in each case if eligible to do so.

3. Piggyback Filing Rights.

(a) Rights to Piggyback. Subject to the last sentence of this paragraph, if at any time after the date hereof, Moore proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a “Proposed Filing”) with respect to any proposed public offering by Moore for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a “Piggyback Filing”), Moore will give prompt written notice to CLGI of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Moore has received written request for inclusion therein within 15 days after receipt by CLGI of Moore’s notice. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Moore and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Moore or by persons selling under such Proposed Filing. In no event shall Moore be required to reduce the number of securities proposed to be sold by Moore or alter the terms of the securities proposed to be sold by Moore in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Moore) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Moore in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

(b) Priority on Piggyback Filings. In connection with an underwritten Piggyback Filing, if the managing underwriter or underwriters advise Moore in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be registered or qualified exceeds the number which can be sold in such offering at the requested price per share, Moore will include in such registration or qualification the number of securities which, in the reasonable opinion of such underwriter or underwriters, can be sold as follows: (i)first, the Common Shares Moore proposes to sell for its own account or if the registration or qualification is in response to a Demand Filing right of a Person (other than CLGI) whose registration rights exist as of the date hereof and require such a priority, the securities that the Person(s) demanding such registration or qualification propose or proposes to sell to the extent of such a priority, (ii)second, the Subject Securities requested to be included in such registration or qualification and any securities requested to be included in such registration or qualification by a Person who exercises its rights to have its securities included in such registration or qualification pursuant to this Agreement pro rata among them and (iii)third, other Common Shares requested to be included in such registration or qualification.

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(c) Selection of Underwriters. If any Piggyback Filing is an underwritten offering, Moore will select a managing underwriter or underwriters to administer the offering, which managing underwriter or underwriters will be of nationally recognized standing in the applicable jurisdictions.

(d) Effectiveness. Moore agrees to use its reasonable best efforts to cause each such Piggyback Filing to be declared effective by the SEC and/or to have a receipt for a final Canadian Prospectus issued therefor by the applicable Canadian Regulatory Authorities, as the case may be, within 60 calendar days after filing, and to keep it continuously effective for a period of 120 days following the dates on which each such Piggyback Filing is declared effective or until all Subject Securities included therein have been sold, if earlier, and to keep it continuously effective for a period of 60 days following the dates on which each such Piggyback Filing is qualified or until all Subject Securities included therein have been sold, if earlier.

(e) Lock Up of CLGI. If Moore has complied in all material respects with its obligation with respect to a Demand Filing or a Piggy-Back Filing that is a firm commitment underwritten public offering, CLGI, upon the written request of a managing underwriter with respect to such offering, agrees not to sell or otherwise dispose of Subject Securities (other than those offered in a public offering) for a period not to exceed 90 days from the consummation of the public offering.

4. Registration Procedures.

In connection with Moore’s obligation to (i) in the case of U.S. Filings, file Registration Statements or (ii) in the case of Canadian filings, obtain receipts for Canadian Prospectuses, pursuant to Sections 2 or 3 hereof, Moore shall use its reasonable best efforts to effect such registration and/or obtain such a receipt or receipts for such Canadian Prospectus to permit the sale of such Subject Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto Moore shall:

(a) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement or Canadian Prospectus, furnish to CLGI and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and comment of CLGI and such managing underwriters and their respective counsel, making Moore’s representatives available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for CLGI or underwriters may reasonably request, and Moore shall not file any Registration Statement or amendment thereto or any Prospectus or any amendment or supplement thereto (including such documents incorporated by reference) to which CLGI or the managing underwriters, if any, shall reasonably object on a timely basis;

(b) other than during a Black Out Period, prepare and file with the SEC and/or Canadian Regulatory Authorities, as the case may be, (i) in the case of a U.S. Filing, such amendments and post-effective amendments to any Registration Statement, and such supplements to the U.S. Prospectus, and (ii) in the case of a Canadian Filing, such amendments or supplements to a Canadian Prospectus, in either such case, as may be reasonably requested by CLGI or any

8

underwriter of Subject Securities or as may be required by either (i) the Securities Act or any rules or regulations promulgated thereunder or (ii) Canadian Securities Laws, respectively, or otherwise necessary or advisable to keep the Registration Statement or Canadian Prospectus effective for the applicable period, and provide copies of such document to counsel to CLGI and to the managing underwriters, if any;

(c) (i) in the case of a U.S. Filing, cause the final U.S. Prospectus as supplemented to be filed pursuant to Rule 424 under the Securities Act if then required by the Securities Act and (ii) in the case of a Canadian Filing, to cause the preliminary Canadian Prospectus to be cleared and obtain a receipt or receipts for a final Canadian Prospectus under Canadian Securities Laws from the applicable Canadian Regulatory Authorities;

(d) comply with the provisions of (i) in the case of a U.S. Filing, the Securities Act and (ii) in the case of a Canadian Filing, Canadian Securities Laws with respect to the disposition of all securities covered by such Registration Statement or Canadian Prospectus, as the case may be, during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement, supplement to the U.S. Prospectus or the Canadian Prospectus or amendments or supplements thereto;

(e) notify CLGI and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notification in writing:

(1) when (i) in the case of a U.S. Filing, the U.S. Prospectus or any U.S. Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective and (ii) in the case of a Canadian Filing, the Canadian Prospectus or any amendment or supplement thereto has been filed and when a final receipt or receipts for the same have been obtained from the Canadian Regulatory Authorities, as the case may be,

(2) of any request by (i) in the case of a U.S. Filing, the SEC or (ii) in the case of a Canadian Filing, the Canadian Regulatory Authorities, for amendments or supplements to either (i) the Registration Statement or the U.S. Prospectus or (ii) the Canadian Prospectus, as the case may be, or of any request by such Person or Persons for any additional information,

(3) in the case of a U.S. Filing, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose,

(4) of the receipt by Moore of any notification with respect to the suspension of the qualification of the Subject Securities for sale in any jurisdiction, including the issuance of any cease-trade order with respect to any of the Subject Securities in any jurisdiction, or the initiation or threatening of any proceeding for such purposes, and

(5) of the happening of any event or the existence of any state of facts that requires the making of any changes in either (i) in the case of a U.S. Filing, the Registration Statement or the U.S. Prospectus included therein or (ii) in the case of a

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Canadian Filing, the Canadian Prospectus, as the case may be, so that, as of such date, such (i) Registration Statement and U.S. Prospectus or (ii) Canadian Prospectus, as the case may be, do or does not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading (which notification shall be accompanied by an instruction to CLGI to suspend the use of the Prospectus until the requisite changes have been made);

(f) (i) in the case of a U.S. Filing, use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement at the earliest possible time and (ii) in the case of a Canadian Filing, use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any cease-trade order with respect to the Subject Securities at the earliest possible time;

(g) if reasonably requested by CLGI or the managing underwriter, immediately incorporate in a Prospectus supplement or post-effective amendment such information as CLGI and the managing underwriters agree should be included therein relating to the sale of the Subject Securities, including, without limitation, information with respect to the number of Subject Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Subject Securities to be sold in such offering, including the plan of distribution therefor; and make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(h) promptly upon receipt but reasonably prior to the filing of any document which is to be incorporated by reference into either (i) in the case of a U.S. Filing, the Registration Statement or the U.S. Prospectus (after initial filing of the Registration Statement) or (ii) in the case of a Canadian Filing, the Canadian Prospectus (after initial filing of the first preliminary Canadian Prospectus), as the case may be, (A) provide copies of such document to counsel to CLGI and to the managing underwriters, if any, and (B) make Moore’s representatives available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for CLGI or the underwriters may reasonably request;

(i) furnish to CLGI and each managing underwriter, without charge, at least two signed copies of (i) in the case of a U.S. Filing, the Registration Statement and any post-effective amendment thereto, and (ii) in the case of a Canadian Filing, the Canadian Prospectus and any amendment or supplement thereto, in either such case including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(j) deliver to CLGI and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; Moore consents (except during the continuance of any event described in Section 4(e)(5) above) to the use of the Prospectus and any amendment or supplement thereto by CLGI and the underwriters, if any, in connection with the offering and

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sale of the Subject Securities covered by the Prospectus and any amendment or supplement thereto;

(k) in the case of a U.S. Filing, prior to any offering of Subject Securities pursuant to any Registration Statement, (i) Moore shall register or qualify or cooperate with CLGI and its counsel in connection with the registration or qualification of such Subject Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions of or within the United States of America as CLGI or any underwriter reasonably requests in writing, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable CLGI or the managing underwriters, if any, to complete its distribution of Subject Securities pursuant to a Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of the Subject Securities covered by the Registration Statement; provided, however, that in no event shall Moore be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 4(k) or (ii) file any general consent to service of process in any such jurisdiction where it is not as of the relevant date so subject;

(l) cooperate with CLGI and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Subject Securities to be sold pursuant to the Registration Statement or the Canadian Prospectus, which certificates, if so required by any securities exchange upon which any Subject Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall be free of any restrictive legends and in such denominations and registered in such names as CLGI or the managing underwriters may request at least two business days prior to the sale of Subject Securities pursuant to (i) in the case of a U.S. Filing, the Registration Statement, and (ii) in the case of a Canadian Filing, the Canadian Prospectus;

(m) use its reasonable best efforts to cause the Subject Securities covered by the applicable Registration Statement or Canadian Prospectus, as the case may be to be registered with or approved by such other governmental agencies or authorities of or within the United States of America or Canada, as the case may be, as may be necessary or advisable to enable CLGI or the managing underwriters, if any, to consummate the disposition of such Subject Securities;

(n) if any fact contemplated by Section 4(e)(5) above shall exist, promptly prepare a supplement or post-effective amendment to (i) in the case of a U.S. Filing, the Registration Statement or the related U.S. Prospectus or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Subject Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. If Moore notifies CLGI in writing of the occurrence of any event contemplated by Section 4(e)(5) above, CLGI agrees, as a consequence of the inclusion of any of CLGIs Subject Securities in (i) in the case of a U.S. Filing, the Registration Statement and (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, forthwith upon receipt of such

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written notice from Moore to suspend the use of such Prospectus until the requisite changes to the Prospectus have been made;

(o) use all reasonable best efforts to cause the Subject Securities covered by (i) in the case of a U.S. Filing, the Registration Statement and (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, to be listed for quotation on, at the option of CLGI or the holder of Subject Securities, (i) in the case of a U.S. Filing, the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, such other securities exchange on which similar securities issued by Moore are then listed in the United States and (ii) in the case of a Canadian Filing, The Toronto Stock Exchange, as the case may be, or any other stock exchange or trading system on which the Subject Securities primarily trade on or prior to the Effective Time of (i) the Registration Statement or (ii) the Canadian Prospectus, as the case may be;

(p) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings and a “market stand-off” or “blackout” agreement for such period (not to exceed 180 days) as may be reasonably requested by CLGI and the managing underwriters, if any) and take all such other actions in connection therewith as may be reasonably requested by CLGI and the managing underwriters, if any, in order to expedite or facilitate the disposition of such Subject Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the offering is an underwritten offering:

(1) make such representations and warranties to CLGI and the underwriters, if any, in form, substance and scope as are customarily made by issuers to selling shareholders and underwriters in underwritten offerings;

(2) obtain opinions of counsel to Moore and bring-downs of such opinions (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to CLGI and to the managing underwriters, if any) addressed to CLGI and the underwriters, if any, covering: (i)in the case of an underwritten offering, the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by CLGI and the underwriters (it being agreed that the matters to be covered shall include, without limitation, as of the date of the opinion and as of the Effective Time of (i) in the case of a U.S. Filing, the Registration Statement or most recent post-effective amendment thereto and (ii) in the case of a Canadian Filing, the Canadian Prospectus or most recent amendment thereto, as the case may be, a statement as to the absence from (i) in the case of a U.S. Filing, the Registration Statement and the U.S. Prospectus and (ii) in the case of a Canadian Filing, the Canadian Prospectus, in either such case including the documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading), and (ii) in the case of offerings not involving an underwriter, the matters customarily covered in opinions requested in the type of offering involved, and, in the case of (i) and (ii), stating that (i) in the case of a U.S. Filing, the Registration Statement or (ii) in the case of a U.S. Filing, the Canadian Prospectus complies, as to form, with the

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requirements of (i) the Securities Act and (ii) Canadian Securities Laws, as the case may be;

(3) obtain “cold comfort” letters and updates thereof from the independent public accountants of Moore (and, if necessary, from the independent public accountants of any Subsidiary of Moore or of any business acquired by Moore for which financial statements and financial data are, or are required to be, included in (i) in the case of a U.S. Filing, the Registration Statement and (ii) in the case of a Canadian Filing, the Canadian Prospectus) addressed to CLGI and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters by underwriters in connection with underwritten offerings;

(4) if an underwriting agreement is entered into, the same shall set forth in full the indemnification and contribution provisions and procedures of Section 6 hereof with respect to all parties to be indemnified pursuant to Section 6 hereof; and

(5) Moore shall deliver such documents and certificates as may be reasonably requested by CLGI and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 4(p)(1) above and to evidence compliance with any conditions contained in the underwriting agreement and/or other agreement or agreements entered into by Moore.

The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

(q) make available for inspection by CLGI and any underwriter participating in any disposition pursuant to such (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, and any attorney and/or accountant retained by CLGI or such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Moore and its Subsidiaries, cause the officers, directors, agents and employees of Moore and its Subsidiaries to supply all information in each case reasonably requested by CLGI or any such underwriter, attorney or accountant in connection with such (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, provide CLGI and any such underwriter, attorney or accountant with opportunities to discuss the business of Moore and its Subsidiaries with Moore’s officers and provide CLGI and any such underwriter, attorney or accountant with opportunities to discuss the business of Moore and its Subsidiaries with the independent public accountants who have certified Moore’s most recent annual financial statements in each case, as is customary for similar due diligence investigations; provided that any records, information or documents that are designated in writing by Moore, in good faith, as confidential shall be kept confidential by such Persons unless disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt Moore’s conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of CLGI and the other parties entitled thereto by one counsel designated by and on behalf of CLGI and other parties;

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(r) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of (i) in the case of a U.S. Filing, the SEC and (ii) in the case of a Canadian Filing, the applicable Canadian Regulatory Authorities, as the case may be, and, in the case of a U.S. Filing only, make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of Moore and its Subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder (including, at the option of Moore, Rule 158);

(s) in the case of a U.S. Filing, in the event that any broker-dealer registered under the Exchange Act shall be an affiliate (as defined in Rule 2720(b)(1) of the NASD Rules (or any successor provision thereto) of Moore or has a conflict of interest (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision thereto) and such broker-dealer shall underwrite, participate as a member of an underwriting syndicate or selling group or assist in the distribution of any Subject Securities covered by a Registration Statement, whether as a holder of such Subject Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, Moore shall assist such broker-dealer in complying with the requirements of the NASD Rules, including, without limitation, by (A) engaging a qualified independent underwriter (as defined in Rule 2720(b)(15) of the NASD Rules (or any successor provision thereto) to participate in the preparation of the registration statement or prospectus relating to such Subject Securities, to exercise usual standards of due diligence in respect thereto and to recommend the public offering price of such Subject Securities, (B) indemnifying such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section6 hereof, and (C)providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the NASD Rules;

(t) use its reasonable best efforts to assist CLGI and the underwriters, if any, in marketing the Subject Securities, including causing its executive officers to participate in such road show presentations and conference calls as may be customary in the marketing of equity securities; provided, however, that CLGI shall cause the managing underwriters or placement agents of any Subject Securities to give such executives reasonable advance notice concerning the scheduling of any such presentation or call;

(u) furnish to CLGI and the underwriters, if any, a reasonable number of copies of (i) in the case of a U.S. Filing, the Registration Statement or U.S. Prospectus contemplated hereby and (ii) in the case of a Canadian Filing, the Canadian Prospectus, or other such documents as CLGI or the underwriters, if any, may reasonably request in order to facilitate the public offering of the Subject Securities; and

(v) take all other steps necessary or advisable to (i) in the case of a U.S. Filing, effect the registration, offering and sale of the Subject Securities covered by the Registration Statement or U.S. Prospectus contemplated hereby and (ii) in the case of a Canadian Filing, effect the granting of a final receipt for a final Canadian Prospectus, offering and sale of the Subject Securities covered by the Canadian Prospectus contemplated hereby.

Moore may require CLGI to furnish to Moore such information regarding CLGI and the distribution of such securities as is required to be disclosed in (i) in the case of a U.S. Filing, the

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Registration Statement or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be.

CLGI agrees by acquisition of such Subject Securities that, upon receipt of any notice from Moore of the happening of any event of the kind described in Section 4(e)(5) hereof, CLGI will forthwith discontinue disposition of Subject Securities pursuant to the Registration Statement until CLGI’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(n) hereof, or until it is advised in writing by Moore that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by Moore, CLGI will deliver to Moore (at Moore’s expense) all copies, other than permanent file copies then in CLGI’s possession, of the Prospectus covering such Subject Securities current at the time of receipt of such notice; provided that nothing in this paragraph shall prohibit or restrict CLGI from effecting sales or transfers otherwise than under a Registration Statement or Canadian Prospectus. In the event Moore shall give any such notice, the time periods mentioned in Section 2(c) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when CLGI either receives the copies of the supplemented or amended Prospectus contemplated by Section 4(n) hereof or is advised in writing by Moore that the use of the Prospectus may be resumed.

5. Registration Expenses.

(a) All expenses incident to Moore’s performance of, or compliance with, this Agreement, including without limitation:

(1) all registration and filing fees (including with respect to filings required to be made with the New York Stock Exchange or The Toronto Stock Exchange or other national securities exchange);

(2) (i) in the case of a U.S. Filing, fees and expenses of compliance with securities or blue sky laws of or within the United States of America (including fees and disbursements of counsel for the underwriters or selling holders in connection with blue sky qualifications of the Subject Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or CLGI may designate) or (ii) in the case of a Canadian Filing, fees and expenses of compliance with Canadian Securities Laws (including fees and disbursements of counsel for the underwriters or selling holders in connection with the obtaining of receipts for the Canadian Prospectus and determination of the eligibility for investment of the Subject Securities under the laws of all Canadian provinces);

(3) printing, messenger, telephone, delivery, distribution and reproduction expenses;

(4) fees and disbursements of counsel for Moore and all of the fees and disbursements of counsel for CLGI or the other holders of Subject Securities seeking registration hereunder (including the expenses of any opinions required by or incident to such performance) and fees and disbursements for other advisors for CLGI;

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(5) fees and disbursements of all independent certified public accountants of Moore (including the expenses of any special audit and cold comfort letters required by or incident to such performance);

(6) fees and disbursements of underwriters customarily paid by the issuers or sellers of securities (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Subject Securities or legal expenses of any person other than Moore and CLGI);

(7) fees and expenses of other Persons, including experts, retained by Moore; and

(8) all out-of-pocket expenses and disbursements arising out of or related to any marketing efforts undertaken pursuant to Section4(t) of this Agreement.

All such expenses (being herein called “Registration Expenses”) will be borne by Moore (to the extent permitted by applicable law), regardless whether (i) in the case of a U.S. Filing, the Registration Statement becomes effective or (ii) in the case of a Canadian Filing, a receipt is issued for the Canadian Prospectus.

To the extent that any Registration Expenses are incurred, assumed or paid by CLGI or any underwriter, Moore shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor, which shall specify in reasonable detail the nature and amount of the Registration Expenses.

Moore will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual or special audit, rating agency fees, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by Moore are then listed and the fees and expenses of any Person, including special experts, retained by Moore.

(b) In connection with each (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, required hereunder, (x) Moore shall not be responsible for the payment of any transfer taxes relating to the sale or disposition of the Subject Securities by CLGI or for any underwriting discounts and commissions attributable to the sale of Subject Securities by or on behalf of CLGI and (y) Moore (to the extent permitted by applicable law) will reimburse CLGI and the holders of the Subject Securities being registered pursuant to a Demand Filing or Piggy-Back Registration, as applicable, for the reasonable fees and disbursements of not more than one counsel chosen by the holders of a majority of the Subject Securities for whose benefit such Registration Statement or Prospectus is being filed.

6. Indemnification.

(a) Indemnification by Moore. In the event of any registration of securities of Moore under the Securities Act or obtaining a receipt for any Canadian Prospectus, Moore shall indemnify and hold harmless (A) in the case of any registration or prospectus qualification of Subject Securities hereunder, CLGI, its Affiliates and each underwriter, selling agent or other

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securities professional, if any, which facilitates the disposition of Subject Securities, and each of the respective officers, directors, partners, shareholders, employees, agents or other representatives of CLGI and its Affiliates, and (B) in the case of any registration statement or Canadian Prospectus of Moore, CLGI, its directors and officers and each Person who controls or is controlled by CLGI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an Indemnified Person) from and against any and all losses, claims, damages or, liabilities and expenses whatsoever (Losses), joint or several, to which such Indemnified Person may become subject under the Securities Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages, liabilities and expenses whatsoever (or actions in respect thereof) arise out of or are based upon (X) any untrue statement or alleged untrue statement of a material fact contained in any (i) in the case of a U.S. Filing, Registration Statement under which such Subject Securities are to be registered under the Securities Act, or any U.S. Prospectus contained therein or any amendment or supplement thereto, and (ii) in the case of a Canadian Filing, a Canadian Prospectus under which a receipt or receipts may be obtained under applicable Canadian Securities Laws, or any amendment or supplement thereto, or (Y)the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, and Moore hereby agrees to reimburse such Indemnified Person for any legal fees or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that Moore shall not be liable to any such Indemnified Person in any such case to the extent; but only to the extent that (i) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement and/or Canadian Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Moore by such Indemnified Person expressly for use therein (ii) the foregoing indemnity with respect to any untrue statement contained in or omitted from a Registration Statement and/or a Canadian Prospectus shall not inure to the benefit of any party (or any person controlling such party) who is obligated to deliver a prospectus in transactions in a security as to which a Registration Statement has been filed pursuant to the Securities Act and from whom the person asserting any such Losses purchased any of the Subject Securities to the extent that such Losses resulted from such party having sold Subject Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended or supplemented, and (x) the Company shall have previously and timely furnished sufficient copies of the Registration Statement or a Canadian Prospectus, as so amended or supplemented, to such party in accordance with this Agreement and (y) the Registration Statement or a Canadian Prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact.

(b) Indemnification by CLGI and any Underwriters. CLGI and each other holder of Subject Securities agrees, as a consequence of the inclusion of any of CLGIs or such other holders Subject Securities in such (i) in the case of a U.S. Filing, Registration Statement or (ii) in the case of a Canadian Filing, Canadian Prospectus, and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities shall agree, as a consequence of facilitating such disposition of Subject Securities, severally and not jointly, to (i) indemnify and hold harmless Moore, its directors, officers who sign the registration

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statement and each person, if any, who controls or is controlled by Moore within the meaning of Section15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses whatsoever to which Moore or such other persons may become subject, under the Securities Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages, liabilities and expenses whatsoever (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such (i) in the case of a U.S. Filing, Registration Statement or U.S. Prospectus, or any amendment or supplement, and (ii) in the case of a Canadian Filing, Canadian Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Moore by CLGI or such underwriter, selling agent or other securities professional expressly for use therein, and (ii)reimburse Moore for any legal or other expenses reasonably incurred by Moore in connection with investigating or defending any such action or claim as such expenses are incurred, subject to the other limitations of this Section 6, including, without limitation, the limitations under Section 6(e) hereof.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section6 unless the indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i)includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii)does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) Contribution. If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection(a) or (b) above in respect of

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any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation (even if CLGI or any underwriters, selling agents or other securities professionals or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of CLGI, any other holder of Subject Securities and any underwriters, selling agents or other securities professionals in this Section 6(d) to contribute shall be several (in proportion to the percentage of Subject Securities registered or underwritten, as the case may be, by them) and not joint.

(e) Notwithstanding any other provision of this Section 6, in no event will either (i)CLGI or any other holder of Subject Securities selling such securities pursuant to a Registration Statement or Canadian Prospectus hereunder be liable to any Person under this Section6 or otherwise with respect to any registration or prospectus qualification hereunder for any amounts in excess of the dollar amount of the net proceeds to be received by CLGI from the sale of its Subject Securities (after deducting any discounts and commissions applicable thereto, but before deducting any expenses) pursuant to any (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, under which such Subject Securities are to be registered under the Securities Act or Canadian Securities Laws, as the case may be, or (ii) any underwriter, selling agent or other securities professional be liable to any Person hereunder for any amounts in excess of the discount, commission or other compensation payable to such underwriter, selling agent or other securities professional with respect to the Subject Securities underwritten by it and distributed to the public.

(f) The obligations of Moore under this Section 6 shall be in addition to any liability which Moore may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6 shall be in addition to any liability which such Indemnified Person may otherwise have to Moore. The remedies provided in this Section6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to an indemnified party at law or in equity.

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7. Rule144.

In the case of a U.S. Filing, Moore covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Moore is not required to file such reports, it will, upon the request of CLGI make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as CLGI may reasonably request, all to the extent required from time to time to enable CLGI to sell Subject Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC, including providing any legal opinions. Upon the request of CLGI, Moore will deliver to CLGI a written statement as to whether it has complied with such information and requirements.

8. Approval for Listing.

Promptly after the date hereof and after any subsequent increase in the number of Subject Securities, Moore shall take all necessary action to cause all of the Subject Securities to be approved for listing, subject to official notice of issuance, on, at the election of CLGI or such holder of Subject Securities, either the New York Stock Exchange or The Toronto Stock Exchange, as the case may be, or other securities exchange or dealer quotation system on which the Common Shares may then be listed or authorized for quotation.

9. Term of Registration Rights.

The rights of CLGI and any other holder of Subject Securities with respect to the registration rights granted pursuant to this Agreement shall remain in effect, subject to the terms hereof, so long as there are Subject Securities or securities which are convertible or exchangeable for Subject Securities issued and outstanding.

10. Further Agreements.

(a) The parties agree that, subject to the advance notice requirements of the Debentures, any conversion of Debentures into Common Shares shall occur, at the option of the exchanging or converting holder, contemporaneously with the registration or qualification of the Common Shares to be received, or the consummation of the sale of such Common Shares pursuant to such registration or qualification, or at such other time as such holder shall request in writing.

(b) Moore will not file any registration statement under the Securities Act or file a Canadian Prospectus under Canadian Securities Laws unless it shall first have given to CLGI and any other holder of Subject Securities for so long as CLGI or such other holder owns beneficially (as such term is defined in the Exchange Act or Canadian Securities Laws, as the case may be) 6.6% or more of the Common Shares of Moore at the time outstanding or is otherwise deemed to be a control person under the Securities Act or Canadian Securities Law, at least 10 days prior written notice thereof and, if so requested by CLGI or such other holder within 10 days after such notice, CLGI and such other holder shall have the right, at any time when, in the reasonable judgment of CLGI or such other holder, CLGI or such holder is or might be deemed a controlling person of Moore within the meaning of the Securities Act or Canadian Securities Laws, (a) to

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participate in the preparation and filing of each such registration statement or prospectus to the extent provided in Section 4 hereof; (b) to receive the documents and notices specified in Section 4 hereof and to make the requests specified in Section 4 hereof; (c) to receive signed copies of the documents specified in Section 4 hereof addressed to CLGI and such other holder; and (d) to require Moore to pay the fees and disbursements of counsel to CLGI and such other holder which assists in such participation. If any such registration statement or prospectus refers to CLGI or such other holder by name or otherwise as the holder of any securities of Moore, then CLGI and such other holder shall have the right (in addition to any other rights it may have under this Agreement) to require, in the event that such reference to CLGI or such other holder, by name or otherwise is not required by the Securities Act or Canadian Securities Laws or any rules and regulations promulgated thereunder, the deletion of the references to CLGI and such other holder.

11. Miscellaneous.

(a) Remedies. CLGI and any other holder of Subject Securities, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Moore agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) Registration Rights of Other Persons. As of the date hereof, Moore has not granted to any Person the right to request a registration of securities of Moore under the Securities Act and/or Canadian Securities Laws or the right to be included as a selling stockholder in connection with any registration of Subject Securities. Moore may grant to any Person other than CLGI the right to request a registration of securities of Moore under the Securities Act and/or Canadian Securities Laws or the right to be included as a selling stockholder in connection with any registration of Subject Securities; provided, however, that the granting of any such rights shall not conflict with or otherwise alter any rights granted to CLGI hereunder; and provided, further that this Agreement shall be amended to provide CLGI and each of the holders of Subject Securities with the benefit of any term in such agreement that is more favorable than a term herein. The rights granted to CLGI hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Moore’s securities under any other agreements.

(c) Adjustments Affecting Subject Securities. Moore will not take any action, or permit any change to occur, with respect to the Subject Securities which would (i) adversely affect the ability of CLGI or any other holder of Subject Securities to include such Subject Securities in a registration undertaken pursuant to this Agreement or (ii) adversely affect the marketability of such Subject Securities in any such registration.

(d) Amendments and Waivers. This Agreement, including this Section 11(d), may be amended, and waivers or consents to departures from the provisions hereof may be given, only by a written instrument duly executed by Moore and CLGI and each other holder of Subject Securities. Each holder of Subject Securities outstanding at the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment, waiver or consent effected

21

pursuant to this Section 11(d), whether or not any notice, writing or marking indicating such amendment, waiver or consent appears on the Subject Securities or is delivered to such holder.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery:

Notices to the Corporation shall be addressed as follows:

Moore Corporation Limited

c/o Moore Executive Office

1200 Lakeside Drive

Bannockburn, IL 60015-1243

Attention: Chief Financial Officer

Telecopier No.: 847-607-7113

with copies to:

Moore Corporation Limited

c/o Moore Executive Office Office

1200 Lakeside Drive

Bannockburn, IL 60015-1243

Attention: Office of General Counsel

Telecopier No.: (847) 607-7113

and to:

Moore Corporation Limited

Scotia Plaza 40 King Street, West

Suite 3501 P.O. Box 205

Toronto, ON M5H 3Y2

Attention: Vice President and Secretary

Telecopier No.:(416)364-1667

Notices to the Purchaser shall be addressed as follows:

Chancery Lane/GSC Investors, L.P.

c/o CLGI, Inc.

3 East 54th Street

New York, New York 10022

Attention: Michael Kraus

       Managing Director

Telecopier No.: (212) 715-4902

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with copies to:

Sullivan & Cromwell

125 Broad Street

New York, New York 10004

Attention: Joseph B. Frumkin

Telecopier No.: (212) 558-3588

and to:

Davies, Ward & Beck LLP

44th Floor

1 First Canadian Place

Toronto, ON M5X 1B1

Attention: J-P. Bisnaire

Telecopier No.: (416) 863-0871

and to:

Squadron, Ellenoff, Plesent & Sheinfeld, LLP

551 Fifth Avenue

New York, NY 10176

Attention: Mitchell S. Ames

Telecopier No.: (212) 697-6686

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

(f) Parties in Interest; Benefits of Registration Rights. The parties to this Agreement intend that CLGI and each other holder of Subject Securities shall be entitled to receive the benefits of this Agreement and that CLGI and each other holder of Subject Securities shall be bound by the terms and provisions of this Agreement by reason of its election with respect to the Subject Securities which are included in a Registration Statement or Canadian Prospectus. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. In the event that any transferee or distributee of CLGI shall acquire Subject Securities, in any manner permitted by the Debenture Purchase Agreement, whether by gift, bequest, purchase, operation of law or otherwise, CLGI and such transferee or distributee may, without any further writing or action of any kind, jointly as to any Demand Filing Statement, and severally as to any Piggyback Registration, exercise the registration rights hereunder in such manner and in such proportion as to any Demand

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Filing Statement only, as CLGI shall determine and, if such transferee or distributee jointly exercises such registration rights with CLGI with respect to any Demand Filing Statement hereunder, such transferee or distributee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement to the aforesaid extent.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any provisions relating to conflicts of laws.

(j) Currency. Unless otherwise specified, all references to currency herein are to lawful money of the United States of America.

(k) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

(l) Survival. The respective indemnities, agreements, representations, warranties and other provisions set forth in this Agreement or made pursuant hereto shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of CLGI or any other holder of Subject Securities, any director or officer of CLGI or any other holder of Subject Securities, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any controlling person of any of the foregoing, and shall survive the transfer and registration of the Subject Securities by CLGI or any other holder of Subject Securities.

(m) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by Moore with respect to the Subject Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MOORE CORPORATION LIMITED
By:	/s/    John Laurie
Name:	John Laurie
Title: V.P. and Treasurer

CHANCERY LANE/GSC INVESTORS L.P.
By:	/s/    Mark Angelson
Name:	Mark Angelson
Title: Deputy Chairman

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EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

DATED AS OF DECEMBER 28, 2001

AMONG

MOORE CORPORATION LIMITED,

THE GSC INVESTORS LISTED IN SCHEDULE A

AND

CHANCERY LANE/GSC INVESTORS, L.P.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (the “AGREEMENT”) dated as of December 28, 2001 among Moore Corporation Limited, a corporation organized under the laws of Ontario (“MOORE”), the persons listed in SCHEDULE A attached hereto (collectively, the “GSC INVESTORS”) and CHANCERY LANE/GSC INVESTORS, L.P., a Delaware limited partnership (“CLGI” and, together with the GSC Investors, the “Investors”). Capitalized terms used herein but not defined when used shall have the meanings ascribed to such terms in Section 1.

WITNESSETH

WHEREAS, Moore and CLGI entered into a Debenture Purchase Agreement dated as of December 12, 2000 (the “DEBENTURE PURCHASE AGREEMENT”);

WHEREAS, pursuant to the Debenture Purchase Agreement, on December 21, 2000, CLGI acquired from Moore 8.70% Subordinated Convertible Debentures in the original aggregate principal amount of $70,500,000 (the “DEBENTURES”) that are presently convertible into an aggregate of 21,692,307 Common Shares (the “CONVERSION SHARES”);

WHEREAS, as contemplated under the Debenture Purchase Agreement, Moore and CLGI entered into a Registration Rights Agreement dated as of December 21, 2000 (the “EXISTING REGISTRATION RIGHTS AGREEMENT”) covering the Conversion Shares and certain related shares (the “EXISTING REGISTRABLE SECURITIES”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Moore and CLGI are entering into that certain Conversion Inducement Agreement (the “CONVERSION INDUCEMENT AGREEMENT”);

WHEREAS, pursuant to the Conversion Inducement Agreement (i) the Debentures have been converted in accordance with their terms and (ii) Moore has caused Moore Holdings U.S.A. Inc., a Delaware corporation and wholly-owned subsidiary of Moore (“SUBCO”), to issue to CLGI 1,650,000 shares of Subco’s preferred stock, no par value (the “SUBCO PREFERRED SHARES”);

WHEREAS, pursuant to the Transfer Agreement of even date herewith between Moore and the GSC Investors, the GSC Investors have transferred the Subco Preferred Shares (which were distributed by CLGI to the GSC Investors) to Moore in exchange for 1,650,000 Common Shares (the “INITIAL SHARES”) and Moore’s covenant and agreement to deliver certain additional consideration which may, at the election of Moore, be in the form of additional Common Shares issued to the GSC Investors in certain circumstances on December 31, 2002 and 2003, respectively (collectively, the “ADDITIONAL SHARES”); and

WHEREAS, in addition to the registration rights set forth under the Existing Registration Rights Agreement, Moore is providing the registration rights set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto agree to as follows:

1. DEFINITIONS.

As used in this Agreement, the following capitalized terms shall have the following meanings:

“ADDITIONAL SHARES” shall have the meaning set forth in the Recitals.

“AFFILIATE” shall have the meaning set forth in Rule 405 of the Securities Act.

“BOARD” shall have the meaning set forth in Section 2(b) hereof.

“CANADIAN FILING” shall mean either a Demand Filing to obtain a receipt for a Canadian Prospectus in Canada pursuant to Section 2(a) of this Agreement or a Proposed Filing by Moore to file a Canadian Prospectus under Canadian Securities Laws pursuant to Section 3(a) of this Agreement.

“CANADIAN PROSPECTUS” shall mean the prospectus (including, without limitation and unless otherwise specified, any preliminary prospectus, any preliminary shelf prospectus, any final prospectus, any final shelf prospectus and any prospectus that discloses information previously omitted from a prospectus) filed under Canadian Securities Laws with Canadian Regulatory Authorities, as amended or supplemented by any prospectus supplement or amendment with respect to the terms of the offering of any portion of such prospectus and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by Moore under the Canadian Securities Laws and incorporated by reference therein.

“CANADIAN REGULATORY AUTHORITIES” shall mean, collectively, the securities regulatory authority in each of the Canadian provinces.

“CANADIAN SECURITIES LAWS” shall mean the securities laws, regulations, policies and rules in effect in all of the Canadian provinces, as the same may be amended from time to time.

“CLGI” shall have the meaning set forth in the Recitals.

“COMMON SHARES” shall mean the shares of common stock, no par value, of Moore.

“CONVERSION INDUCEMENT AGREEMENT” shall have the meaning set forth in the Recitals.

“CONVERSION SHARES” shall have the meaning set forth in the Recitals.

“DEBENTURE PURCHASE AGREEMENT” shall have the meaning set forth in the Recitals.

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“DEBENTURES” shall have the meaning set forth in the Recitals.

“DEMAND FILING” shall have the meaning set forth in Section 2(a) hereof.

“DEMAND FILING STATEMENT” shall have the meaning set forth in Section 2(a) hereof.

“EFFECTIVENESS PERIOD” shall have the meaning set forth in Section 2(c) hereof.

“EFFECTIVE TIME” shall mean (i) in the case of a U.S. Filing, the date on which the SEC declares a Registration Statement effective or on which such Registration Statement otherwise becomes effective or (ii) in the case of a Canadian Filing, the date on which the last of the receipts for a final Canadian Prospectus has been obtained from the Canadian Regulatory Authorities.

“EXCHANGE ACT” shall mean the Securities Exchange Act of 1934, as amended.

“EXISTING REGISTRABLE SECURITIES” shall have the meaning set forth in the Recitals.

“EXISTING REGISTRATION RIGHTS AGREEMENT” shall have the meaning set forth in the Recitals.

“GSC INVESTORS” shall have the meaning set forth in the Preamble.

“INDEMNIFIED PERSON” shall have the meaning set forth in Section 6(a) hereof.

“INITIAL SHARES” shall have the meaning set forth in the Recitals.

“INVESTORS” shall have the meaning set forth in the Preamble.

“MOORE” shall have the meaning set forth in the Preamble.

“NASD RULES” shall mean the Rules of the National Association of Securities Dealers, Inc., as amended from time to time.

“PERSON” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“PIGGYBACK FILING” shall have the meaning set forth in Section 3(a) hereof.

“PROPOSED FILING” shall have the meaning set forth in Section 3(a) hereof.

“PROSPECTUS” shall mean either a U.S. Prospectus or a Canadian Prospectus.

“QUALIFICATION” shall mean, in the context of Canadian Securities Laws, the qualification of trades in Subject Shares pursuant to a final prospectus filed with, and in respect of which a receipt or receipts have been issued in respect of such prospectus by, applicable Canadian Regulatory Authorities.

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“QUALIFIED”, in respect of Subject Shares, shall mean the qualification of such securities.

“REGISTRATION EXPENSES” shall have the meaning set forth in Section 5(a) hereof.

“REGISTRATION STATEMENT” shall mean any registration statement of Moore which covers Subject Securities pursuant to the provisions of this Agreement, including the U.S. Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“RESTRICTED SECURITY” shall mean any security unless and until:

(i) a registration statement with respect to the sale of such security shall have been declared effective under the Securities Act and such security shall have been disposed of in accordance with such registration statement,

(ii) a receipt or receipts for a final Canadian Prospectus with respect to the sale of such security shall have been obtained from all applicable Canadian Regulatory Authorities in accordance with Canadian Securities Laws and such security shall have been disposed of in accordance with such prospectus,

(iii) it is distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or

(iv) such security shall have been otherwise transferred pursuant to an applicable exemption under the Securities Act or Canadian Securities Laws, new certificates for such security not bearing a legend restricting further transfer shall have been delivered by Moore and such security shall be freely transferable to the public without either (a) registration under the Securities Act or (b) qualification under Canadian Securities Laws.

“SECURITIES ACT” shall mean the Securities Act of 1933, as amended.

“SEC” shall mean the Securities and Exchange Commission.

“SHELF REGISTRATION” shall have the meaning set forth in Section 2(a) hereof.

“SUBCO PREFERRED SHARES” shall have the meaning set forth in the Recitals.

“SUBJECT SECURITIES” shall mean the Conversion Shares, the Initial Shares and any Additional Shares issued to the GSC Investors, CLGI or any direct or indirect permitted transferee or distributee of such Persons from time to time, including, without limitation, any current or former partner of CLGI (or, in the case of any current or former partner of CLGI that is itself a partnership, any partner of that partnership), and any securities issued in respect of or in exchange for such shares or other Subject Securities; PROVIDED, that a security ceases to be a Subject Security when it is no longer a Restricted Security.

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“UNDERWRITTEN”, “UNDERWRITTEN REGISTRATION”, “UNDERWRITTEN OFFERING” or “UNDERWRITTEN REGISTERED OFFERING” shall mean a registration in which securities of Moore are sold to an underwriter for re-offering to the public pursuant to an effective Registration Statement and/or a final Canadian Prospectus for which a receipt or receipts have been obtained from the applicable Canadian Regulatory Authorities.

“UNDERWRITTEN TAKEDOWN REQUEST” shall have the meaning set forth in Section 2(a) hereof.

“U.S. FILING” shall mean either a Demand Filing to file a registration statement in the United States pursuant to Section 2(a) of this Agreement or a Proposed Filing by Moore to file a registration statement under the Securities Act pursuant to Section 3(a) of this Agreement.

“U.S. PROSPECTUS” shall mean the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement or amendment with respect to the terms of the offering of any portion of the Subject Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by Moore under the Exchange Act and incorporated by reference therein.

2. DEMAND FILINGS.

(a) NOTICE. In addition to any registration rights they may have as set forth under the Existing Registration Rights Agreement, the GSC Investors may at any time after the date hereof, but on not more than one occasion, make a written request to Moore that Moore at the GSC Investors’ option (i) file a registration statement in the United States registering for offer and sale all or a part of its Subject Securities in the United States of America, including a shelf registration pursuant to Rule 415 under the Securities Act (a “SHELF REGISTRATION”) if Moore is eligible to use such a registration or (ii) obtain a receipt or receipts for a preliminary Canadian Prospectus in Canada from the applicable Canadian Regulatory Authorities, including a shelf prospectus pursuant to National Instrument 44-102 (a “CANADIAN SHELF”) if Moore is eligible to use a Canadian Shelf qualifying the offer and sale of all or part of its Subject Securities in Canada, (in either case, a “DEMAND FILING STATEMENT”), or, if requested in good faith by the GSC Investors, in both jurisdictions, having an aggregate public market offering price of not less than U.S.$20 million (or the Canadian dollar equivalent thereof at such time based on the average of the closing market prices for the ten-day trading period prior to the date of the request) in each case. By way of clarification; the parties hereto intend that if a Shelf Registration and/or a Canadian Shelf is requested under this Section 2(a) or under Section 2(a) of the Existing Registration Rights Agreement, so long as such Shelf Registration or Canadian Shelf shall remain effective in accordance with this Agreement or the Existing Registration Rights Agreement, as the case may be, then the right to request one registration under this Section 2(a) and the right to request any registration under Section 2(a) of the Existing Registration Rights Agreement shall be deemed to entitle the parties requesting such registration to request Moore to effect an underwritten, widely-distributed “takedown” of such Shelf

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Registration or Canadian Shelf once pursuant to this Section 2(a) and twice pursuant to Section 2(a) of the Existing Registration Rights Agreement (an “UNDERWRITTEN TAKEDOWN REQUEST”). In addition, the parties requesting such registration also shall be entitled to request Moore to effect an unlimited number of block trades (whether or not underwritten) and an unlimited number of non-underwritten takedowns of such Shelf Registration. In any such case, (i) such registration must be made with the SEC under and in accordance with provisions of the Securities Act, and (ii) such receipt or receipts must be obtained from all of the applicable Canadian Regulatory Authorities in accordance with Canadian Securities Laws (in either case, a “DEMAND FILING”). All requests made pursuant to this paragraph will specify the proposed aggregate number of the Subject Securities to be registered or qualified and will also specify the intended methods of disposition thereof.

(b) RESTRICTIONS. Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The GSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore’s obligation to effect any Demand Filing or Underwritten Takedown Request pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any Shelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the conditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any breach or failure by the GSC Investors or any other holder; PROVIDED, that if such demand occurs during

6

a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a “LOCK UP PERIOD”), Moore shall notify the GSC Investors of the basis therefore and shall not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospectus no later than the later of (a) 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of any Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement or Canadian Prospectus being used in an underwritten offering)) (I) for a period not to exceed an aggregate of 75 days hereunder (a “PENDING EVENT SUSPENSION PERIOD”) in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the “BOARD”), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a “PENDING REGISTRATION SUSPENSION PERIOD”) and, together with a Pending Event Suspension Period, a “BLACK OUT PERIOD”); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be extended by the number of days in any Black Out Period occurring during such Period.

(c) EFFECTIVENESS. Moore agrees to use its reasonable best efforts to cause each such Demand Filing Statement to be declared effective by (i) the SEC and/or (ii) the applicable Canadian Regulatory Authorities, as the case may be, as promptly as is practicable and in any event within 60 calendar days after filing, and to keep it continuously effective for a period of 180 days following the dates on which each such Demand Filing Statement is declared effective and 60 calendar days following the date on which a receipt or receipts are obtained therefor from the applicable Canadian Regulatory Authorities or until all Subject Securities included therein

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have been sold, if earlier and, in the case of a Shelf Registration or a Canadian Shelf, for the periods referred to in clause (i)(y) of the last sentence of Section 2(b) (in either case, the “EFFECTIVENESS PERIOD”).

(d) PRIORITY OF SECURITIES IN DEMAND FILINGS. In connection with any underwritten Demand Filing, if the managing underwriter or underwriters advise Moore in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be sold exceeds the number which can be sold in such offering at the requested price per share, Moore will include in such registration and/or qualification the number of securities which, in the reasonable opinion of such underwriter or underwriters, can be sold as follows: (i) first, the Subject Securities requested to be included in such Demand Filing by the GSC Investors; (ii) second, the Subject Securities requested to be included in such Demand Filing, pro rata among the holders of Subject Securities which have requested their Subject Securities to be included therein pursuant to piggy-back registration rights; (iii) third, any Common Shares Moore proposes to sell; and (iv) fourth, other Common Shares requested to be included in such Demand Filing.

(e) SELECTION OF UNDERWRITERS. The GSC Investors shall have the right, with respect to any Registration Statement or final Canadian Prospectus to be filed as a result of a Demand Filing, to determine whether the sale of the Subject Securities under such registration statement or prospectus shall be underwritten or not, and any managing underwriter or underwriters will be of nationally recognized standing in the applicable jurisdiction and which will be selected by the GSC Investors with the consent of Moore, which will not be unreasonably withheld or delayed.

(f) REGISTRATION STATEMENT FORM. Moore shall select the Registration Statement form for any registration pursuant to this Section 2 provided that Moore shall use Form S-3 or F-3 or shall use a Canadian short form prospectus, in each case if eligible to do so.

3. PIGGYBACK FILING RIGHTS.

(a) RIGHTS TO PIGGYBACK. Subject to the last sentence of this Section 3(a), if at any time after the date hereof, Moore proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a “PROPOSED FILING”) with respect to any proposed public offering by Moore for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a “PIGGYBACK FILING”), Moore will give prompt written notice to the Investors of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Moore has received written request from the Investors for inclusion therein within 15 days after receipt by the Investors of Moore’s notice; PROVIDED; HOWEVER, in the case of a Piggyback Filing in the form of a Shelf Registration and/or a Canadian Shelf requested under Section 2(a) of this Agreement or under Section 2(a) of the Existing Registration Rights Agreement, the Investors shall be entitled to written notice of such Piggyback Filing and to make a written request for inclusion of all of their Subject

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Securities therein for the sole purposes of (i) selling such securities thereunder in respect of an Underwritten Takedown Request pursuant to Section 2(a) of this Agreement or Section 2(a) of the Existing Registration Rights Agreement and no other takedown requests and (ii) selling such securities thereunder in block trades. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Moore and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Moore or by persons selling under such Proposed Filing. In no event shall Moore be required by any Investor requesting inclusion, pursuant to this Section 3(a), of its Subject Securities in any Piggyback Filing to reduce the number of securities proposed to be sold by Moore or alter the terms of the securities proposed to be sold by Moore in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. The GSC Investors will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Moore) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Moore in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

(b) PRIORITY ON PIGGYBACK FILINGS. In connection with an underwritten Piggyback Filing, if the managing underwriter or underwriters advise Moore in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be registered or qualified exceeds the number which can be sold in such offering at the requested price per share, Moore will include in such registration or qualification the number of securities which, in the reasonable opinion of such underwriter or underwriters, can be sold as follows: (i) first, the Common Shares Moore proposes to sell for its own account or if the registration or qualification is in response to a Demand Filing right of a Person whose registration rights exist as of the date hereof and require such a priority (including those registration rights under Section 2 of this Agreement), the securities that the Person(s) demanding such registration or qualification propose or proposes to sell to the extent of such a priority, (ii) second, to the extent that any or all Subject Securities have not been given priority under the immediately preceding clause (i) such remaining Subject Securities requested to be included in such registration or qualification and any securities requested to be included in such registration or qualification by a Person who exercises its rights to have its securities included in such registration or qualification pursuant to this Agreement pro rata among them and (iii) third, other Common Shares requested to be included in such registration or qualification.

(c) SELECTION OF UNDERWRITERS. If any Piggyback Filing is an underwritten offering, Moore will select a managing underwriter or underwriters to administer the offering, which managing underwriter or underwriters will be of nationally recognized standing in the applicable jurisdictions.

(d) EFFECTIVENESS. Moore agrees to use its reasonable best efforts to cause each such Piggyback Filing to be declared effective by the SEC and/or to have a receipt for a final Canadian Prospectus issued therefor by the applicable Canadian Regulatory Authorities, as the case may be, within 60 calendar days after filing, and to keep it continuously effective for a period of 120 days following the dates on which each such Piggyback Filing is declared effective

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or until all Subject Securities included therein have been sold, if earlier, and to keep it continuously effective for a period of 60 days following the dates on which each such Piggyback Filing is qualified or until all Subject Securities included therein have been sold, if earlier.

(e) LOCK UP OF THE INVESTORS. If Moore has complied in all material respects with its obligation with respect to a Demand Filing or a Piggy-Back Filing that is a firm commitment underwritten public offering, each holder of Subject Securities, upon the written request of a managing underwriter with respect to such offering, shall agree not to sell or otherwise dispose of any Subject Securities (other than those offered in the public offering) for a period not to exceed 90 days from the consummation of the public offering; PROVIDED, HOWEVER, the foregoing shall not apply, in the case of any Demand Filing or a Piggy-Back Filing that is a firm commitment underwritten public offering that is for the account of a selling shareholder of Moore, to any holder of Subject Securities who elects not to participate in such secondary offering due to the fact that the number of Subject Securities originally requested by such holder to be included in such offering has been limited by the operation of Section 2(d) or Section 3(b), as the case may be, to an amount that is less than 50% of the total number of Subject Securities originally requested by such holder to be included in such offering.

4. REGISTRATION PROCEDURES.

In connection with Moore’s obligation to (i) in the case of U.S. Filings, file Registration Statements or (ii) in the case of Canadian filings, obtain receipts for Canadian Prospectuses, pursuant to Sections 2 or 3 hereof, Moore shall use its reasonable best efforts to effect such registration and/or obtain such a receipt or receipts for such Canadian Prospectus to permit the sale of such Subject Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto Moore shall:

(a) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement or Canadian Prospectus, furnish to (i), in connection with Moore’s obligations pursuant to Section 2, the GSC Investors, or (ii), in connection with Moore’s obligations pursuant to Section 3, the Investors, and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and comment of the GSC Investors and such managing underwriters and their respective counsel, making Moore’s representatives available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for the GSC Investors or underwriters may reasonably request, and Moore shall not file any Registration Statement or amendment thereto or any Prospectus or any amendment or supplement thereto (including such documents incorporated by reference) to which the GSC Investors or the Investors (as the case may be) or the managing underwriters, if any, shall reasonably object on a timely basis;

(b) other than during a Black Out Period, prepare and file with the SEC and/or Canadian Regulatory Authorities, as the case may be, (i) in the case of a U.S. Filing, such amendments and post-effective amendments to any Registration Statement, and such supplements to the U.S. Prospectus, and (ii) in the case of a Canadian Filing, such amendments or supplements to a Canadian Prospectus, in either such case, as may be reasonably requested by the GSC Investors or the Investors (as the case may be) or any underwriter of Subject Securities, or as may be

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required by either (A) the Securities Act or any rules or regulations promulgated thereunder or (B) Canadian Securities Laws, respectively, or otherwise necessary or advisable to keep the Registration Statement or Canadian Prospectus effective for the applicable period, and provide copies of such document to counsel to the GSC Investors or the Investors (as the case may be) and to the managing underwriters, if any;

(c) (i) in the case of a U.S. Filing, cause the final U.S. Prospectus as supplemented to be filed pursuant to Rule 424 under the Securities Act if then required by the Securities Act and (ii) in the case of a Canadian Filing, to cause the preliminary Canadian Prospectus to be cleared and obtain a receipt or receipts for a final Canadian Prospectus under Canadian Securities Laws from the applicable Canadian Regulatory Authorities;

(d) comply with the provisions of (i) in the case of a U.S. Filing, the Securities Act and (ii) in the case of a Canadian Filing, Canadian Securities Laws with respect to the disposition of all securities covered by such Registration Statement or Canadian Prospectus, as the case may be, during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement, supplement to the U.S. Prospectus or the Canadian Prospectus or amendments or supplements thereto;

(e) notify promptly the GSC Investors or the Investors (as the case may be) and the managing underwriters, if any, and (if requested by any such Person) confirm such notification in writing:

(1) when (i) in the case of a U.S. Filing, the U.S. Prospectus or any U.S. Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective and (ii) in the case of a Canadian Filing, the Canadian Prospectus or any amendment or supplement thereto has been filed and when a final receipt or receipts for the same have been obtained from the Canadian Regulatory Authorities, as the case may be,

(2) of any request by (i) in the case of a U.S. Filing, the SEC or (ii) in the case of a Canadian Filing, the Canadian Regulatory Authorities, for amendments or supplements to either (A) the Registration Statement or the U.S. Prospectus or (B) the Canadian Prospectus, as the case may be, or of any request by such Person or Persons for any additional information,

(3) in the case of a U.S. Filing, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose,

(4) of the receipt by Moore of any notification with respect to the suspension of the qualification of the Subject Securities for sale in any jurisdiction, including the issuance of any cease-trade order with respect to any of the Subject Securities in any jurisdiction, or the initiation or threatening of any proceeding for such purposes, and

(5) of the happening of any event or the existence of any state of facts that requires the making of any changes in either (i) in the case of a U.S. Filing, the

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Registration Statement or the U.S. Prospectus included therein or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, so that, as of such date, such (A) Registration Statement and U.S. Prospectus or (B) Canadian Prospectus, as the case may be, do or does not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading (which notification shall be accompanied by an instruction to the GSC Investors or the Investors (as the case may be) to suspend the use of the Prospectus until the requisite changes have been made);

(f) (i) in the case of a U.S. Filing, use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement at the earliest possible time and (ii) in the case of a Canadian Filing, use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any cease-trade order with respect to the Subject Securities at the earliest possible time;

(g) if reasonably requested by the GSC Investors or the Investors (as the case may be) or the managing underwriter, immediately incorporate in a Prospectus supplement or post-effective amendment such information as the GSC Investors or the Investors (as the case may be) and the managing underwriters agree should be included therein relating to the sale of the Subject Securities, including, without limitation, information with respect to the number of Subject Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Subject Securities to be sold in such offering, including the plan of distribution therefor; and make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(h) promptly upon receipt but reasonably prior to the filing of any document which is to be incorporated by reference into either (i) in the case of a U.S. Filing, the Registration Statement or the U.S. Prospectus (after initial filing of the Registration Statement) or (ii) in the case of a Canadian Filing, the Canadian Prospectus (after initial filing of the first preliminary Canadian Prospectus), as the case may be, (A) provide copies of such document to counsel to the GSC Investors or the Investors (as the case may be) and to the managing underwriters, if any, and (B) make Moore’s representatives available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for the GSC Investors or the Investors (as the case may be) or the underwriters may reasonably request;

(i) furnish to each GSC Investor or Investor (as the case may be) and managing underwriter, without charge, at least two signed copies of (i) in the case of a U.S. Filing, the Registration Statement and any post-effective amendment thereto, and (ii) in the case of a Canadian Filing, the Canadian Prospectus and any amendment or supplement thereto, in either such case including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(j) deliver to the GSC Investors or the Investors (as the case may be) and the underwriters, if any, without charge, as many copies of the Prospectus (including each

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preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; Moore consents (except during the continuance of any event described in Section 4(e)(5) above) to the use of the Prospectus and any amendment or supplement thereto by the GSC Investors or the Investors (as the case may be) and the underwriters, if any, in connection with the offering and sale of the Subject Securities covered by the Prospectus and any amendment or supplement thereto;

(k) in the case of a U.S. Filing, prior to any offering of Subject Securities pursuant to any Registration Statement, (i) Moore shall register or qualify or cooperate with the GSC Investors or the Investors (as the case may be) and their counsel in connection with the registration or qualification of such Subject Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions of or within the United States of America as the GSC Investors or the Investors (as the case may be) or any underwriter reasonably requests in writing, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable the GSC Investors or the Investors (as the case may be) or the managing underwriters, if any, to complete its distribution of Subject Securities pursuant to a Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of the Subject Securities covered by the Registration Statement; PROVIDED; HOWEVER, that in no event shall Moore be obligated to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 4(k), or (B) file any general consent to service of process in any such jurisdiction where it is not as of the relevant date so subject;

(l) cooperate with the GSC Investors or the Investors (as the case may be) and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Subject Securities to be sold pursuant to the Registration Statement or the Canadian Prospectus, which certificates, if so required by any securities exchange upon which any Subject Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall be free of any restrictive legends and in such denominations and registered in such names as the GSC Investors or the Investors (as the case may be) or the managing underwriters may request at least two business days prior to the sale of Subject Securities pursuant to (i) in the case of a U.S. Filing, the Registration Statement, and (ii) in the case of a Canadian Filing, the Canadian Prospectus;

(m) use its reasonable best efforts to cause the Subject Securities covered by the applicable Registration Statement or Canadian Prospectus, as the case may be to be registered with or approved by such other governmental agencies or authorities of or within the United States of America or Canada, as the case may be, as may be necessary or advisable to enable the GSC Investors or the Investors (as the case may be) or the managing underwriters, if any, to consummate the disposition of such Subject Securities;

(n) if any fact contemplated by Section 4(e)(5) above shall exist, promptly prepare a supplement or post-effective amendment to (i) in the case of a U.S. Filing, the Registration Statement or the related U.S. Prospectus or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Subject

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Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. If Moore notifies the GSC Investors or the Investors (as the case may be) in writing of the occurrence of any event contemplated by Section 4(e)(5) above, the GSC Investors or the Investors (as the case may be) agrees, as a consequence of the inclusion of any of the GSC Investors’ or the Investors’ (as the case may be) Subject Securities in (A) in the case of a U.S. Filing, the Registration Statement and (B) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, forthwith upon receipt of such written notice from Moore to suspend the use of such Prospectus until the requisite changes to the Prospectus have been made;

(o) use all reasonable best efforts to cause the Subject Securities covered by (i) in the case of a U.S. Filing, the Registration Statement and (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be, to be listed for quotation on, at the option of the GSC Investors or the Investors (as the case may be) or the holder of Subject Securities, (A) in the case of a U.S. Filing, the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, such other securities exchange on which similar securities issued by Moore are then listed in the United States and (B) in the case of a Canadian Filing, The Toronto Stock Exchange, as the case may be, or any other stock exchange or trading system on which the Subject Securities primarily trade on or prior to the Effective Time of (x) the Registration Statement or (y) the Canadian Prospectus, as the case may be;

(p) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings and a “market stand-off” or “blackout” agreement for such period (not to exceed 180 days) as may be reasonably requested by the GSC Investors or the Investors (as the case may be) and the managing underwriters, if any) and take all such other actions in connection therewith as may be reasonably requested by the GSC Investors or the Investors (as the case may be) and the managing underwriters, if any, in order to expedite or facilitate the disposition of such Subject Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the offering is an underwritten offering:

(1) make such representations and warranties to the GSC Investors or the Investors (as the case may be) and the underwriters, if any, in form, substance and scope as are customarily made by issuers to selling shareholders and underwriters in underwritten offerings;

(2) obtain opinions of counsel to Moore and bring-downs of such opinions (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the GSC Investors or the Investors (as the case may be) and the managing underwriters, if any) addressed to the GSC Investors or the Investors (as the case may be) and the underwriters, if any, covering: (i) in the case of an underwritten offering, the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the GSC Investors or the Investors (as the case may be) and the underwriters (it being agreed that the matters to be covered shall include, without limitation, as of the date of the opinion and as of the Effective Time of (A) in the case of a U.S. Filing, the Registration Statement or most recent post-effective amendment thereto and (B) in the case of a Canadian Filing, the Canadian Prospectus or

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most recent amendment thereto, as the case may be, a statement as to the absence from (x) in the case of a U.S. Filing, the Registration Statement and the U.S. Prospectus and (y) in the case of a Canadian Filing, the Canadian Prospectus, in either such case including the documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading), and (ii) in the case of offerings not involving an underwriter, the matters customarily covered in opinions requested in the type of offering involved, and, in the case of (i) and (ii), stating that (I) in the case of a U.S. Filing, the Registration Statement or (II) in the case of a U.S. Filing, the Canadian Prospectus complies, as to form, with the requirements of the Securities Act and the Canadian Securities Laws, as the case may be;

(3) obtain “cold comfort” letters and updates thereof from the independent public accountants of Moore (and, if necessary, from the independent public accountants of any Subsidiary of Moore or of any business acquired by Moore for which financial statements and financial data are, or are required to be, included in (i) in the case of a U.S. Filing, the Registration Statement and (ii) in the case of a Canadian Filing, the Canadian Prospectus) addressed to the GSC Investors or the Investors (as the case may be) and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters by underwriters in connection with underwritten offerings;

(4) if an underwriting agreement is entered into, the same shall set forth in full the indemnification and contribution provisions and procedures of Section 6 hereof with respect to all parties to be indemnified pursuant to Section 6 hereof; and

(5) Moore shall deliver such documents and certificates as may be reasonably requested by the GSC Investors or the Investors (as the case may be) and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 4(p)(1) above and to evidence compliance with any conditions contained in the underwriting agreement and/or other agreement or agreements entered into by Moore.

The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder;

(q) make available for inspection by the GSC Investors or the Investors (as the case may be) and any underwriter participating in any disposition pursuant to such (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, and any attorney and/or accountant retained by the GSC Investors or the Investors (as the case may be) or such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Moore and its Subsidiaries, cause the officers, directors, agents and employees of Moore and its Subsidiaries to supply all information in each case reasonably requested by the GSC Investors or the Investors (as the case may be) or any such underwriter, attorney or accountant in connection with such (A) in the case of a U.S. Filing, Registration Statement and (B) in the case of a Canadian Filing, Canadian Prospectus, provide the GSC Investors or the Investors (as the case may be) and any such underwriter, attorney or accountant with

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opportunities to discuss the business of Moore and its Subsidiaries with Moore’s officers and provide the GSC Investors or the Investors (as the case may be) and any such underwriter, attorney or accountant with opportunities to discuss the business of Moore and its Subsidiaries with the independent public accountants who have certified Moore’s most recent annual financial statements in each case, as is customary for similar due diligence investigations; PROVIDED, that any records, information or documents that are designated in writing by Moore, in good faith, as confidential shall be kept confidential by such Persons unless disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and PROVIDED; FURTHER, that, if the foregoing inspection and information gathering would otherwise disrupt Moore’s conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the GSC Investors or the Investors (as the case may be) and the other parties entitled thereto by one counsel designated by and on behalf of the GSC Investors or the Investors (as the case may be) and other parties;

(r) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of (i) in the case of a U.S. Filing, the SEC and (ii) in the case of a Canadian Filing, the applicable Canadian Regulatory Authorities, as the case may be, and, in the case of a U.S. Filing only, make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of Moore and its Subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder (including, at the option of Moore, Rule 158);

(s) in the case of a U.S. Filing, in the event that any broker-dealer registered under the Exchange Act shall be an “affiliate” (as defined in Rule 2720(b)(1) of the NASD Rules (or any successor provision thereto) of Moore or has a “conflict of interest” (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision thereto) and such broker-dealer shall underwrite, participate as a member of an underwriting syndicate or selling group or assist in the distribution of any Subject Securities covered by a Registration Statement, whether as a holder of such Subject Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, Moore shall assist such broker-dealer in complying with the requirements of the NASD Rules, including, without limitation, by (i) engaging a “qualified independent underwriter” (as defined in Rule 2720(b)(15) of the NASD Rules (or any successor provision thereto) to participate in the preparation of the registration statement or prospectus relating to such Subject Securities, to exercise usual standards of due diligence in respect thereto and to recommend the public offering price of such Subject Securities, (ii) indemnifying such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof, and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the NASD Rules;

(t) use its reasonable best efforts to assist the GSC Investors or the Investors (as the case may be) and the underwriters, if any, in marketing the Subject Securities, including causing its executive officers to participate in such “road show” presentations and conference calls as may be customary in the marketing of equity securities; PROVIDED; HOWEVER; that the GSC Investors or the Investors (as the case may be) shall cause the managing underwriters or

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placement agents of any Subject Securities to give such executives reasonable advance notice concerning the scheduling of any such presentation or call;

(u) furnish to the GSC Investors or the Investors (as the case may be) and the underwriters, if any, a reasonable number of copies of (i) in the case of a U.S. Filing, the Registration Statement or U.S. Prospectus contemplated hereby and (ii) in the case of a Canadian Filing, the Canadian Prospectus, or other such documents as the GSC Investors or the Investors (as the case may be) or the underwriters, if any, may reasonably request in order to facilitate the public offering of the Subject Securities; and

(v) take all other steps necessary or advisable to (i) in the case of a U.S. Filing, effect the registration, offering and sale of the Subject Securities covered by the Registration Statement or U.S. Prospectus contemplated hereby and (ii) in the case of a Canadian Filing, effect the granting of a final receipt for a final Canadian Prospectus, offering and sale of the Subject Securities covered by the Canadian Prospectus contemplated hereby.

Moore may require the GSC Investors or the Investors (as the case may be) to furnish to Moore such information regarding the GSC Investors or the Investors (as the case may be) and the distribution of such securities as is required to be disclosed in (i) in the case of a U.S. Filing, the Registration Statement or (ii) in the case of a Canadian Filing, the Canadian Prospectus, as the case may be.

The GSC Investors or the Investors (as the case may be) agrees by acquisition of such Subject Securities that, upon receipt of any notice from Moore of the happening of any event of the kind described in Section 4(e)(5) hereof, the GSC Investors or the Investors (as the case may be) will forthwith discontinue disposition of Subject Securities pursuant to the Registration Statement until the GSC Investors’ or the Investors’ (as the case may be) receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(n) hereof, or until it is advised in writing by Moore that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by Moore, the GSC Investors or the Investors (as the case may be) will deliver to Moore (at Moore’s expense) all copies, other than permanent file copies then in the GSC Investors’ or the Investors’ (as the case may be) possession, of the Prospectus covering such Subject Securities current at the time of receipt of such notice; PROVIDED, that nothing in this paragraph shall prohibit or restrict the GSC Investors or the Investors (as the case may be) from effecting sales or transfers otherwise than under a Registration Statement or Canadian Prospectus. In the event Moore shall give any such notice, the time periods mentioned in Section 2(c) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the GSC Investors or the Investors (as the case may be) either receives the copies of the supplemented or amended Prospectus contemplated by Section 4(n) hereof or is advised in writing by Moore that the use of the Prospectus may be resumed.

5. REGISTRATION EXPENSES.

(a) All expenses incident to Moore’s performance of, or compliance with, this Agreement, including without limitation:

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(1) all registration and filing fees (including with respect to filings required to be made with the New York Stock Exchange or The Toronto Stock Exchange or other national securities exchange);

(2) (i) in the case of a U.S. Filing, fees and expenses of compliance with securities or blue sky laws of or within the United States of America (including fees and disbursements of counsel for the underwriters or selling holders in connection with blue sky qualifications of the Subject Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the GSC Investors may designate) or (ii) in the case of a Canadian Filing, fees and expenses of compliance with Canadian Securities Laws (including fees and disbursements of counsel for the underwriters or selling holders in connection with the obtaining of receipts for the Canadian Prospectus and determination of the eligibility for investment of the Subject Securities under the laws of all Canadian provinces);

(3) printing, messenger, telephone, delivery, distribution and reproduction expenses;

(4) fees and disbursements of counsel for Moore and all of the fees and disbursements of counsel for the GSC Investors and all other Investors seeking registration (selected by the GSC Investors with respect to any Demand Filing and also selected by the GSC Investors with respect to any Piggyback Filing, unless the GSC Investors are not seeking registration in such Piggyback Filing, in which case such counsel shall be selected by such other Investors holding a majority of the Subject Securities seeking registration), including, without limitation, the expenses of any opinions required by or incident to such performance, and fees and disbursements for other advisors for the GSC Investors;

(5) fees and disbursements of all independent certified public accountants of Moore (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance);

(6) fees and disbursements of underwriters customarily paid by the issuers or sellers of securities (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Subject Securities or legal expenses of any person other than Moore and the GSC Investors);

(7) fees and expenses of other Persons, including experts, retained by Moore; and

(8) all out-of-pocket expenses and disbursements arising out of or related to any marketing efforts undertaken pursuant to Section 4(t) of this Agreement.

All such expenses (being herein called “REGISTRATION EXPENSES”) will be borne by Moore (to the extent permitted by applicable law), regardless whether (i) in the case of a U.S. Filing, the Registration Statement becomes effective or (ii) in the case of a Canadian Filing, a receipt is issued for the Canadian Prospectus.

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To the extent that any Registration Expenses are incurred, assumed or paid by the Investors or any underwriter, Moore shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor, which shall specify in reasonable detail the nature and amount of the Registration Expenses.

Moore will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual or special audit, rating agency fees, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by Moore are then listed and the fees and expenses of any Person, including special experts, retained by Moore.

(b) In connection with each (i) in the case of a U.S. Filing, Registration Statement and (ii) in the case of a Canadian Filing, Canadian Prospectus, required hereunder, (A) Moore shall not be responsible for the payment of any transfer taxes relating to the sale or disposition of the Subject Securities by the Investors or for any underwriting discounts and commissions attributable to the sale of Subject Securities by or on behalf of the Investors and (B) Moore (to the extent permitted by applicable law) will reimburse the Investors and the holders of the Subject Securities being registered pursuant to a Demand Filing or Piggy-Back Registration, as applicable, for the reasonable fees and disbursements of not more than one counsel chosen by the holders of a majority of the Subject Securities for whose benefit such Registration Statement or Prospectus is being filed.

6. INDEMNIFICATION.

(a) INDEMNIFICATION BY MOORE. In the event of any registration of securities of Moore under the Securities Act or obtaining a receipt for any Canadian Prospectus, Moore shall indemnify and hold harmless (i) in the case of any registration or prospectus qualification of Subject Securities hereunder, each Investor, its Affiliates and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities, and each of the respective officers, directors, partners, shareholders, employees, agents or other representatives of such Investor and its Affiliates, and (ii) in the case of any registration statement or Canadian Prospectus of Moore, each Investor, its directors and officers and each Person who controls or is controlled by each Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “INDEMNIFIED PERSON”) from and against any and all losses, claims, damages or, liabilities and expenses whatsoever (“LOSSES”), joint or several, to which such Indemnified Person may become subject under the Securities Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages, liabilities and expenses whatsoever (or actions in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any (x) in the case of a U.S. Filing, Registration Statement under which such Subject Securities are to be registered under the Securities Act, or any U.S. Prospectus contained therein or any amendment or supplement thereto, and (y) in the case of a Canadian Filing, a Canadian Prospectus under which a receipt or receipts may be obtained under applicable Canadian Securities Laws, or any amendment or supplement thereto, or (B) the omission or alleged omission to state therein a material fact required to be stated therein or

19

necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, and Moore hereby agrees to reimburse such Indemnified Person for any legal fees or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED; HOWEVER, that Moore shall not be liable to any such Indemnified Person in any such case to the extent; but only to the extent that (I) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement and/or Canadian Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Moore by such Indemnified Person expressly for use therein (II) the foregoing indemnity with respect to any untrue statement contained in or omitted from a Registration Statement and/or a Canadian Prospectus shall not inure to the benefit of any party (or any person controlling such party) who is obligated to deliver a prospectus in transactions in a security as to which a Registration Statement has been filed pursuant to the Securities Act and from whom the person asserting any such Losses purchased any of the Subject Securities to the extent that such Losses resulted from such party having sold Subject Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended or supplemented, and (1) the Company shall have previously and timely furnished sufficient copies of the Registration Statement or a Canadian Prospectus, as so amended or supplemented, to such party in accordance with this Agreement and (2) the Registration Statement or a Canadian Prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact.

(b) INDEMNIFICATION BY THE INVESTORS AND ANY UNDERWRITERS. Each Investor and each other holder of Subject Securities agrees, as a consequence of the inclusion of any of such Investor’s or such other holder’s Subject Securities in such (i) in the case of a U.S. Filing, Registration Statement or (ii) in the case of a Canadian Filing, Canadian Prospectus, and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Subject Securities shall agree, as a consequence of facilitating such disposition of Subject Securities, severally and not jointly, to (A) indemnify and hold harmless Moore, its directors, officers who sign the registration statement and each person, if any, who controls or is controlled by Moore within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses whatsoever to which Moore or such other persons may become subject, under the Securities Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages, liabilities and expenses whatsoever (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such (x) in the case of a U.S. Filing, Registration Statement or U.S. Prospectus, or any amendment or supplement, and (y) in the case of a Canadian Filing, Canadian Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Moore by such Investor or such underwriter, selling agent or other securities professional expressly for use therein, and (B) reimburse Moore for any legal or other expenses reasonably incurred by Moore in connection with investigating or defending any such action or

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claim as such expenses are incurred, subject to the other limitations of this Section 6, including, without limitation, the limitations under Section 6(e) hereof.

(c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6 unless the indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) CONTRIBUTION. If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation (even if the Investors or any underwriters, selling agents or other securities professionals or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or

21

liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Investors, any other holder of Subject Securities and any underwriters, selling agents or other securities professionals in this Section 6(d) to contribute shall be several (in proportion to the percentage of Subject Securities registered or underwritten, as the case may be, by them) and not joint.

(e) Notwithstanding any other provision of this Section 6, in no event will either (i) any Investor or any other holder of Subject Securities selling such securities pursuant to a Registration Statement or Canadian Prospectus hereunder be liable to any Person under this Section 6 or otherwise with respect to any registration or prospectus qualification hereunder for any amounts in excess of the dollar amount of the net proceeds to be received by such Investor from the sale of its Subject Securities (after deducting any discounts and commissions applicable thereto, but before deducting any expenses) pursuant to any (A) in the case of a U.S. Filing, Registration Statement and (B) in the case of a Canadian Filing, Canadian Prospectus, under which such Subject Securities are to be registered under the Securities Act or Canadian Securities Laws, as the case may be, or (ii) any underwriter, selling agent or other securities professional be liable to any Person hereunder for any amounts in excess of the discount, commission or other compensation payable to such underwriter, selling agent or other securities professional with respect to the Subject Securities underwritten by it and distributed to the public.

(f) The obligations of Moore under this Section 6 shall be in addition to any liability which Moore may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6 shall be in addition to any liability which such Indemnified Person may otherwise have to Moore. The remedies provided in this Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to an indemnified party at law or in equity.

7. RULE 144.

Moore covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Moore is not required to file such reports, it will, upon the request of the GSC Investors or CLGI make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as the GSC Investors or CLGI may reasonably request, all to the extent required from time to time to enable the GSC Investors and CLGI to sell Subject Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC, including providing any legal opinions. Upon the request of the GSC Investors or CLGI, Moore will deliver to the GSC Investors or CLGI, as the case may be, a written statement as to whether it has complied with such information and requirements.

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8. APPROVAL FOR LISTING.

Promptly after the date hereof and after any subsequent increase in the number of Subject Securities, Moore shall take all necessary action to cause all of the Subject Securities to be approved for listing, subject to official notice of issuance, on, at the election of the GSC Investors or such holder of Subject Securities, either the New York Stock Exchange or The Toronto Stock Exchange, as the case may be, or other securities exchange or dealer quotation system on which the Common Shares may then be listed or authorized for quotation.

9. TERM OF REGISTRATION RIGHTS.

The rights of the GSC Investors and any other holder of Subject Securities with respect to the registration rights granted pursuant to this Agreement shall remain in effect, subject to the terms hereof, so long as there are Subject Securities or securities which are convertible or exchangeable for Subject Securities issued and outstanding.

10. FURTHER AGREEMENTS.

(a) Moore will not file any registration statement under the Securities Act or file a Canadian Prospectus under Canadian Securities Laws unless it shall first have given to the GSC Investors and any other holder of Subject Securities for so long as the GSC Investors or such other holder owns beneficially (as such term is defined in the Exchange Act or Canadian Securities Laws, as the case may be) 6.6% or more of the Common Shares of Moore at the time outstanding or is otherwise deemed to be a control person under the Securities Act or Canadian Securities Law, at least 10 days’ prior written notice thereof and, if so requested by the GSC Investors or such other holder within 10 days after such notice, the GSC Investors and such other holder shall have the right, at any time when, in the reasonable judgment of the GSC Investors or such other holder, the GSC Investors or such holder is or might be deemed a controlling person of Moore within the meaning of the Securities Act or Canadian Securities Laws, (i) to participate in the preparation and filing of each such registration statement or prospectus to the extent provided in Section 4 hereof; (ii) to receive the documents and notices specified in Section 4 hereof and to make the requests specified in Section 4 hereof; (iii) to receive signed copies of the documents specified in Section 4 hereof addressed to the GSC Investors and such other holder; and (iv) to require Moore to pay the fees and disbursements of counsel to the GSC Investors and such other holder which assists in such participation. If any such registration statement or prospectus refers to the GSC Investors or such other holder by name or otherwise as the holder of any securities of Moore, then the GSC Investors and such other holder shall have the right (in addition to any other rights it may have under this Agreement) to require, in the event that such reference to the GSC Investors or such other holder, by name or otherwise is not required by the Securities Act or Canadian Securities Laws or any rules and regulations promulgated thereunder, the deletion of the references to the GSC Investors and such other holder.

11. MISCELLANEOUS.

(a) REMEDIES. The GSC Investors and any other holder of Subject Securities, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.

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Moore agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) REGISTRATION RIGHTS OF OTHER PERSONS. As of the date hereof, Moore has not granted to any Person the right to request a registration of securities of Moore under the Securities Act and/or Canadian Securities Laws or the right to be included as a selling stockholder in connection with any registration of Subject Securities, other than the Existing Registration Rights Agreement. Moore may grant to any Person other than the GSC Investors the right to request a registration of securities of Moore under the Securities Act and/or Canadian Securities Laws or the right to be included as a selling stockholder in connection with any registration of Subject Securities; PROVIDED, HOWEVER, that the granting of any such rights shall not conflict with or otherwise alter any rights granted to the GSC Investors hereunder; and PROVIDED, FURTHER, that this Agreement shall be amended to provide the GSC Investors and each of the holders of Subject Securities with the benefit of any term in such agreement that is more favorable than a term herein. The rights granted to the GSC Investors hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Moore’s securities under any other agreements.

(c) ADJUSTMENTS AFFECTING SUBJECT SECURITIES. Moore will not take any action, or permit any change to occur, with respect to the Subject Securities which would (i) adversely affect the ability of the GSC Investors or any other holder of Subject Securities to include such Subject Securities in a registration undertaken pursuant to this Agreement or (ii) adversely affect the marketability of such Subject Securities in any such registration.

(d) AMENDMENTS AND WAIVERS. This Agreement, including this Section 11(d), may be amended, and waivers or consents to departures from the provisions hereof may be given, only by a written instrument duly executed by Moore and the GSC Investors and each other holder of Subject Securities. Each holder of Subject Securities outstanding at the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment, waiver or consent effected pursuant to this Section 11(d), whether or not any notice, writing or marking indicating such amendment, waiver or consent appears on the Subject Securities or is delivered to such holder.

(e) NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery:

Notices to the Corporation shall be addressed as follows:

Moore Corporation Limited

c/o Moore Executive Office

One Canterbury Green

Stamford, CT 06901

Attn.: Chief Financial Officer

Fax: (203) 406-3855

Notices to the GSC Investors shall be addressed as set forth on SCHEDULE A.

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with a copy to:

Squadron, Ellenoff, Plesent & Sheinfeld, LLP

551 Fifth Avenue

New York, NY 10176

Attn.: Mitchell S. Ames

Fax: (212) 697-6686

Notices to CLGI shall be addressed as follows:

Chancery Lane/GSC Investors, L.P.

c/o MIC Investors, Inc.

c/o Mark Angelson

876 Park Avenue

New York, NY 10021

with a copy to:

Sullivan & Cromwell

125 Broad Street

New York, NY 10004

Attn.: Robert W. Downes

Fax: (212) 558-3588

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

(f) PARTIES IN INTEREST; BENEFITS OF REGISTRATION RIGHTS. The parties to this Agreement intend that the GSC Investors, CLGI and their successors and permitted assigns holding Subject Securities, including, without limitation, any current or former partner of CLGI (or, in the case of any current or former partner of CLGI that is itself a partnership, any partner of that partnership holding Subject Securities), shall be entitled to receive the benefits of this Agreement and that each such Person shall be bound by the terms and provisions of this Agreement by reason of its election with respect to the Subject Securities which are included in a Registration Statement or Canadian Prospectus filed pursuant to the terms of this Agreement. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. In the event that any transferee or distributee of any Investor shall acquire Subject Securities, in any manner permitted by the Debenture Purchase Agreement or the Conversion Inducement Agreement, whether by gift, bequest, purchase, operation of law or otherwise, the Investor and such transferee or distributee may, without any further writing or action of any kind, in the case of any transferee or distributee of the GSC Investors, jointly as to any Demand Filing Statement or any Underwritten Takedown Request, and in the case of any transferee or distributee of any Investor, including the GSC Investors, severally as to any Piggyback Filing, exercise the

25

piggyback registration rights hereunder in such manner and in such proportion as to any Demand Filing Statement as set forth in Section 3(a) and, if any such transferee or distributee of the GSC Investors or any other Investor exercises such registration rights, such transferee or distributee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement to the aforesaid extent.

(g) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any provisions relating to conflicts of laws.

(j) CURRENCY. Unless otherwise specified, all references to currency herein are to lawful money of the United States of America.

(k) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

(l) SURVIVAL. The respective indemnities, agreements, representations, warranties and other provisions set forth in this Agreement or made pursuant hereto shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the GSC Investors or any other holder of Subject Securities, any director or officer of the GSC Investors or any other holder of Subject Securities, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any controlling person of any of the foregoing, and shall survive the transfer and registration of the Subject Securities by the GSC Investors or any other holder of Subject Securities.

(m) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein, other than the Existing Registration Rights Agreement. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by Moore with respect to the Subject Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, other than the Existing Registration Rights Agreement.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MOORE: MOORE CORPORATION LIMITED
By:	/s/    ROBERT B. LEWIS
Name:	Robert B. Lewis
Title:	Chief Financial Officer
GSC INVESTORS: GREENWICH STREET CAPITAL PARTNERS II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
GREENWICH STREET EMPLOYEES FUND, L.P.
TRV EXECUTIVE FUND, L.P.
By: Greenwich Street Investments II, L.L.C., its General Partner
By:	/s/    MATTHEW KAUFMAN
Name:	Matthew Kaufman
Title:	Managing Director
CLGI: CHANCERY LANE/GSC INVESTORS, L.P.
By: MIC Investors, Inc., its General Partner
By:	/s/    MARK A. ANGELSON
Name:	Mark A. Angelson
Title:	Secretary

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SCHEDULE A

GSC INVESTORS

NAME	ADDRESS
Greenwich Street Capital Partners II, L.P.	c/o Greenwich Street Investments II, L.L.C. c/o GSC Partners 12 East 49th Street, Suite 3200 New York, NY 10017 Attn.: Matthew Kaufman,           Managing Director Fax: 212-884-6184
GSCP Offshore Fund, L.P.	same as above
Greenwich Fund, L.P.	same as above
Greenwich Street Employees Fund, L.P.	same as above
TRV Executive Fund, L.P.	same as above

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EX-5.1

Exhibit 5.1

[LETTERHEAD OF SIDLEY AUSTIN BROWN & WOOD LLP]

May 7, 2004

R. R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Re: 10,620,451 Shares of Common Stock, Par Value $1.25 Per Share, and

10,620,451 Preferred Stock Purchase Rights Associated Therewith

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 10,620,451 shares of common stock, par value $1.25 per share (the “Registered Shares”), of the Company, together with 10,620,451 preferred stock purchase rights (the “Rights”) associated therewith, which may be sold by certain stockholders of the Company. The terms of the Rights are set forth in the Rights Agreement, dated as of April 25, 1996 (the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent.

In rendering this letter, we have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for examination.

Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

1. The Company is a duly incorporated and validly existing corporation under the laws of the State of Delaware.

SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO

R. R. Donnelley & Sons Company

May 7, 2004

Page 2

2. Each Registered Share that is covered by the Registration Statement has been legally issued, fully paid and nonassessable.

3. Each Right associated with each Registered Share has been legally issued.

This letter is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the SEC thereunder.

Very truly yours,

/S/    SIDLEY AUSTIN BROWN & WOOD LLP

EX-23.2

Exhibit 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of R.R. Donnelley & Sons Company on this Form S-3 of our report dated February 18, 2004 related to the consolidated financial statements of R. R. Donnelley & Sons Company (the “Company”) as of December 31, 2003 and 2002 and for the years then ended (which expressed an unqualified opinion and included an explanatory paragraph as to: (i) the Company’s changes in the composition of its reportable segments in 2002 and 2003; (ii) the Company’s change in its accounting for goodwill and intangible assets in 2002; and (iii) our audit of the transitional adjustments related to these changes reflected in the 2001 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures), appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/    Deloitte & Touche LLP

Deloitte & Touche LLP

Stamford, Connecticut

May 5, 2004

EX-23.3

Exhibit 23.3

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of R.R. Donnelley & Sons Company on Form S-3 of our report on the consolidated financial statements of Moore Wallace Incorporated dated February 26, 2004, appearing in the Current Report on Form 8-K of R.R. Donnelley & Sons Company dated February 27, 2004 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/    Deloitte & Touche LLP

Deloitte & Touche LLP

Chartered Accountants

Toronto, Canada

May 5, 2004