10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-4694

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
(Address of principal executive offices)	(Zip code)

(312) 326-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     ü     No             

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes     ü     No             

As of April 30, 2004, 242,958,358 shares of common stock were outstanding.

R.R. DONNELLEY & SONS COMPANY

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1:	Condensed Financial Statements
		Page
	Consolidated Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003	3
	Unaudited Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003	4
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003	5
	Notes to Consolidated Financial Statements	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operation	20
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4:	Controls and Procedures	33
PART II
OTHER INFORMATION
Item 1:	Legal Proceedings	34
Item 2:	Changes in Securities and Use of Proceeds	34
Item 4:	Submission of Matters to a Vote of Security Holders	34
Item 6:	Exhibits and Reports on Form 8-K	35
Signatures		39

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

ASSETS
	MARCH 31, 2004			DECEMBER 31, 2003
	(UNAUDITED)
Current Assets
Cash and cash equivalents	$	174,258		$	60,837
Receivables, less allowance for doubtful accounts of $32,055 (2003—$26,830)		1,256,760			738,516
Inventories		455,588			154,288
Prepaid expenses and other current assets		60,685			23,351
Deferred income taxes		195,649			56,432
Total Current Assets		2,142,940			1,033,424
Property, plant and equipment—net		1,981,608			1,297,434
Prepaid pension cost		460,881			314,366
Goodwill		2,585,634			317,472
Other intangible assets—net		680,446			6,909
Other assets		372,959			253,258
Total Assets	$	8,224,468		$	3,222,863
LIABILITIES
Current Liabilities
Accounts payable	$	508,199		$	303,959
Accrued liabilities		815,261			427,485
Short-term debt		41,198			175,873
Income taxes		—			6,805
Deferred income taxes		—			3,374
Total Current Liabilities		1,364,658			917,496
Long-term debt		1,756,750			752,497
Postretirement benefits		329,578			12,031
Deferred income taxes		546,641			234,046
Other liabilities		539,264			323,641
Total Liabilities	$	4,536,891		$	2,239,711
SHAREHOLDERS’ EQUITY
Preferred stock, $1.00 par value Authorized shares: 2,000,000; Issued: None		—			—
Common stock, $1.25 par value Authorized shares: 500,000,000 Issued: 242,958,358 in 2004 (2003—140,889,050)		303,698			176,111
Additional paid-in capital		2,831,305			132,351
Retained earnings		1,458,107			1,641,706
Accumulated other comprehensive loss		(132,145	)		(123,684	)
Unearned compensation		(47,444	)		(2,937	)
Treasury stock, at cost, 25,716,124 shares in 2004 (2003—27,214,677 shares)		(725,944	)		(840,395	)
Total Shareholders’ Equity		3,687,577			983,152
Total Liabilities and Shareholders’ Equity	$	8,224,468		$	3,222,863

(See notes to the consolidated financial statements)

3

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2004 and 2003

(In thousands of U.S. dollars, except share and per share data)

(UNAUDITED)

	Three Months Ended March 31,
	2004			2003
Net sales	$	1,446,195		$	1,073,817
Cost of sales		1,173,699			841,026
Selling, general and administrative expenses		208,957			135,417
Restructuring and impairment charges—net		50,141			2,609
Depreciation and amortization		80,905			68,447
Total operating expenses		1,513,702			1,047,499
Income (loss) from operations		(67,507	)		26,318
Interest expense—net		16,964			12,399
Investment and other income (expense)—net		10,598			(4,533	)
Earnings (loss) before income taxes, minority interest and cumulative effect of change in accounting principle		(73,873	)		9,386
Income tax (benefit) expense		(22,001	)		3,571
Minority interest		396			113
Net earnings (loss) before cumulative effect of change in accounting principle		(52,268	)		5,702
Cumulative effect of change in accounting principle, net of tax (Note 15)		(6,578	)		—
Net earnings (loss)	$	(58,846	)	$	5,702
Earnings per share (Note 11):
Basic:
Net earnings (loss) before cumulative effect of change in accounting principle	$	(0.35	)	$	0.05
Cumulative effect of change in accounting principle		(0.04	)		—
Net earnings (loss)	$	(0.39	)	$	0.05
Diluted:
Net earnings (loss) before cumulative effect of change in accounting principle	$	(0.35	)	$	0.05
Cumulative effect of change in accounting principle		(0.04	)		—
Net earnings (loss)	$	(0.39	)	$	0.05
Weighted average number of common shares outstanding:
Basic		151,278			113,101
Diluted		151,278			113,696

(See notes to the consolidated financial statements)

4

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2004 and 2003

(In thousands of U.S. dollars)

(UNAUDITED)

	Three Months Ended March 31,
	2004			2003
OPERATING ACTIVITIES
Net earnings (loss)	$	(58,846	)	$	5,702
Adjustments to reconcile net earnings (loss) to cash provided by operating activities:
Cumulative effect of change in accounting principle		6,578			—
Depreciation and amortization		80,905			68,447
Impairment charges		27,780			(76	)
Gain on sale of investment and other assets—net		(17,789	)		(1,943	)
Fair market value adjustment for inventory and backlog		66,943			—
Restructuring charges—net		22,345			2,685
Deferred taxes		(22,652	)		1,146
Changes in operating assets and liabilities—net of acquisitions:
Accounts receivable—net		130,306			34,307
Inventories		(44,800	)		(31,303	)
Prepaid expenses		439			19,150
Accounts payable		(72,633	)		(16,513	)
Accrued liabilities and other		24,460			(13,166	)
Net cash provided by operating activities		143,036			68,436
INVESTING ACTIVITIES
Capital expenditures		(26,827	)		(50,022	)
Acquisition of businesses—net of cash acquired		68,366			(17,000	)
Proceeds from sale of investment and other assets		38,721			3,096
Net cash provided by (used in) investing activities		80,260			(63,926	)
FINANCING ACTIVITIES
Net change in short-term debt		(142,242	)		113,280
Proceeds from issuance of long-term debt		1,032,053			566
Payments on long-term debt		(985,754	)		(110,110	)
Dividends paid		(29,793	)		(28,326	)
Other		14,999			203
Net cash used in financing activities		(110,737	)		(24,387	)
Effect of exchange rate on cash and cash equivalents		862			(183	)
Net increase (decrease) in cash and cash equivalents		113,421			(20,060	)
Cash and cash equivalents at beginning of period		60,837			60,543
Cash and cash equivalents at end of period	$	174,258		$	40,483
Supplemental non-cash disclosure:
Issuance of 102.1 million shares of RR Donnelley common stock for acquisition of business	$	2,804,865		$	—

(See notes to the consolidated financial statements)

5

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements include the accounts of R.R. Donnelley & Sons Company and its subsidiaries (the “Company” or “RR Donnelley”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These consolidated interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. These consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in both the Company’s and Moore Wallace Incorporated’s (“Moore Wallace”) latest Annual Reports on Form 10-K filed on February 23, 2004 and March 1, 2004, respectively. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2004. All significant intercompany transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current presentation.

These consolidated interim financial statements of the Company have been prepared in conformity with GAAP, and include estimates and assumptions of management that affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates.

On February 27, 2004, the Company acquired all of the outstanding shares of Moore Wallace (the “Combination”), a leading provider of printed products and print management services (see Note 2). The Company’s results of operations for the three months ended March 31, 2004 include the results of Moore Wallace from February 27, 2004 (the “Combination Date”). The allocation of the purchase price is preliminary and subject to change based upon the determination and receipt of additional information, including the finalization of the fair values of intangible assets and fixed assets acquired and the measurement of certain liabilities assumed in connection with the Combination.

2. COMBINATION

On February 27, 2004, the Company acquired all of the outstanding shares of Moore Wallace in exchange for consideration of 0.63 shares of the Company’s common stock for each outstanding common share of Moore Wallace. Management believes the Combination will enhance the Company’s combined competitive position within the industry by bringing together two industry leaders with highly complementary products and services to create the world’s premier full-service global print provider and the largest printing company in North America. Management also believes the Combination will enable the Company to improve profitability, achieve significant cost synergies, leverage complementary products and services and augment cross-selling opportunities across a more diverse platform. The aggregate consideration to the Moore Wallace shareholders was comprised of 102.1 million shares of common stock of the Company with a fair value of $2,804.9 million. The fair value of the Company’s shares was based upon the actual number of shares issued to the Moore Wallace shareholders using the average closing trading price of the Company’s common stock on the New York Stock Exchange during a five-day trading period beginning two trading days prior to the announcement of the combination agreement on November 8, 2003. The total purchase price of $2,756.4 million, net of cash acquired of $85.4 million, also includes $20.0 million for the conversion of employee stock options and restricted shares and direct acquisition costs through March 31, 2004 of $16.9 million.

6

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

The Combination was recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the Combination Date. The excess of the cost of the Combination over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The valuation of a significant portion of assets and liabilities is still being determined and accordingly, the allocation below is preliminary. Based on the Company’s preliminary valuation, which is subject to further refinement, the purchase price was allocated as follows:

Accounts receivable	$	648,550
Inventory and customer backlog		323,443
Other current assets		37,773
Property, plant and equipment and other long-term assets		971,533
Amortizable intangible assets and indefinite-lived intangible assets		678,390
Goodwill		2,290,200
Accounts payable and accrued liabilities		(715,875	)
Short-term and long-term debt		(966,184	)
Postretirement and pension benefits and other long-term liabilities		(313,020	)
Deferred taxes—net		(198,425	)
Total purchase price—net of cash acquired	$	2,756,385

7

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

Pro forma results

The following unaudited pro forma financial information presents the combined results of operations of the Company and Moore Wallace as if the Combination had occurred as of the beginning of the periods presented. The historical results presented for the three months ended March 31, 2004 include the results of Moore Wallace from the Combination Date. The pro forma results presented below for the three months ended March 31, 2004 combine the results of the Company for the three months ended March 31, 2004 and the historical results of Moore Wallace from January 1, 2004 through February 26, 2004. The pro forma results for the three months ended March 31, 2003 combine the historical results of the Company for the three months ended March 31, 2003 with the combined historical results for the three months ended March 31, 2003 of Moore Wallace and Wallace Computer Services Inc. (“Wallace”), which was acquired by Moore Wallace on May 15, 2003. Management believes that a more meaningful prior period comparison results from the inclusion of the results of Wallace in the pro forma results for the three months ended March 31, 2003 due to the significance of the Wallace acquisition. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the Combination been completed as of the beginning of the periods presented and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax effected at the Company’s statutory tax rate.

	Three Months Ended March 31,
	2004			2003
Net sales	$	2,001,850		$	1,948,167
Net earnings (loss) before cumulative effect of change in accounting principle		(84,423	)		4,110
Net earnings (loss)		(91,001	)		4,110
Earnings per share:
Basic:
Net earnings (loss) before cumulative effect of change in accounting principle	$	(0.39	)	$	0.02
Cumulative effect of change in accounting principle		(0.03	)		—
Net earnings (loss)	$	(0.42	)	$	0.02
Diluted:
Net earnings (loss) before cumulative effect of change in accounting principle	$	(0.39	)	$	0.02
Cumulative effect of change in accounting principle		(0.03	)		—
Net earnings (loss)	$	(0.42	)	$	0.02

The three months ended March 31, 2004 and 2003 each include $10.6 million for the amortization of purchased intangibles. The unaudited pro forma financial information also includes the following non-recurring charges: combination related charges for the fair market value adjustment for inventory and backlog and other transaction costs of $92.6 million and $66.9 million for the three months ended March 31, 2004 and 2003, respectively; and net restructuring and impairment charges of $51.7 million and $2.6 million for the three months ended March 31, 2004 and 2003, respectively.

8

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

3. INVENTORIES

	March 31, 2004			December 31, 2003
Raw materials and manufacturing supplies	$	146,192		$	90,131
Work-in-process		175,685			109,433
Finished goods		189,368			9,501
LIFO and other reserves		(55,657	)		(54,777	)
	$	455,588		$	154,288

4. PROPERTY, PLANT AND EQUIPMENT

	March 31, 2004			December 31, 2003
Land	$	68,084		$	33,913
Building		879,847			732,469
Machinery and equipment		4,538,497			4,012,980
		5,486,428			4,779,362
Less: Accumulated depreciation		(3,504,820	)		(3,481,928	)
	$	1,981,608		$	1,297,434

5. GOODWILL AND OTHER INTANGIBLES

Goodwill	Balance at December 31, 2003		Impairment Charges			Dispositions			Additions		Foreign Exchange			Balance at March 31, 2004
Print	$	70,820	$	—		$	—		$	—	$	—		$	70,820
Logistics		161,371		(12,032	)		—			—		—			149,339
Financial		23,496		—			—			—		—			23,496
Forms and Labels		—		—			—			1,134,765		—			1,134,765
Outsourcing		—		—			—			339,966		—			339,966
Commercial		—		—			—			815,469		—			815,469
Other		61,785		—			(8,151	)		—		(1,855	)		51,779
	$	317,472	$	(12,032	)	$	(8,151	)	$	2,290,200	$	(1,855	)	$	2,585,634

The allocation of goodwill from the Combination among the operating segments is preliminary and based upon management’s best estimates at March 31, 2004. The allocation and the valuation of goodwill is subject to further refinement.

9

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

The following summary of other intangibles, which includes the preliminary valuation of other intangibles acquired in the Combination, is based on management’s best estimates at March 31, 2004, and includes:

Other Intangibles	Gross Carrying Amount		Impairment Charges			Additions During the Year		Accumulated Amortization and Foreign Exchange			Balance at March 31, 2004		Amortization Period
Trademarks, licenses and agreements	$	353	$	—		$	19,658	$	(1,267	)	$	18,744	1.5-2 years
Patents		—		—			100,900		(1,051	)		99,849	8 years
Customer relationship intangibles		48,972		(1,448	)		239,518		(43,689	)		243,353	12-15 years
Indefinite-lived trade names		—		—			318,500		—			318,500	Indefinite
	$	49,325	$	(1,448	)	$	678,576	$	(46,007	)	$	680,446

During the three months ended March 31, 2004, the Company recorded a pretax impairment charge of $13.5 million for goodwill and intangibles related to the Company’s acquisition of Momentum Logistics, Inc. (“MLI”), as the carrying value of the assets exceeded the future undiscounted cash flows expected to be generated by the assets.

During the three months ended March 31, 2004 and 2003, amortization expense for other intangibles was $3.5 million and $0.2 million, respectively. Annual amortization expense for the next five years is estimated to be:

2005	$	38,600
2006	$	29,800
2007	$	29,800
2008	$	29,800
2009	$	29,800

6. RESTRUCTURING AND IMPAIRMENT CHARGES

In the first quarter of 2004, management approved and initiated plans to restructure the operations of RR Donnelley (“Restructuring Plans”) predominantly in connection with the Combination. These included plans to eliminate certain duplicative functions and vacate redundant facilities in order to reduce the combined cost structure of the Company. As a result, the Company recorded $22.3 million of restructuring costs for the three months ended March 31, 2004 in connection with the exiting of certain RR Donnelley activities. These costs were included as a charge to the results of operations for the three months ended March 31, 2004. In addition, the Company recorded approximately $3.1 million of costs to exit certain Moore Wallace activities. These costs were recognized as a liability assumed in the Combination and are, therefore, included in the allocation of the cost to acquire Moore Wallace (see Note 2).

The restructuring charges recorded are based on the aforementioned Restructuring Plans that have been committed to by management and are in part based upon management’s best estimates of future events. Changes to the estimates could require future adjustments to the restructuring liabilities.

10

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

Restructuring Costs Charged to Results of Operations

For the three months ended March 31, 2004 and 2003, the Company recorded the following net restructuring provisions:

	March 31, 2004						March 31, 2003
	Employee Terminations		Other Charges		Total		Employee Terminations		Other Charges		Total
Print	$	4,874	$	—	$	4,874	$	169	$	—	$	169
Logistics		3,530		768		4,298		—		—		—
Financial		300		—		300		573		—		573
Other		3,789		—		3,789		425		290		715
Corporate		9,084		—		9,084		—		1,228		1,228
	$	21,577	$	768	$	22,345	$	1,167	$	1,518	$	2,685

The restructuring provision for the three months ended March 31, 2004, related to workforce reductions (639 employees, of which 387 were terminated as of March 31, 2004) associated with the elimination of duplicative administrative functions resulting from the Combination, and certain operational employees related to business restructuring as well as lease terminations.

The restructuring provision for the three months ended March 31, 2003, was $2.6 million which included a $1.2 million charge related to workforce reductions (110 employees, all of which were terminated as of March 31, 2004), a $1.1 million curtailment loss on the Company’s postretirement benefit plan, and employee relocation costs of $0.7 million, partially offset by a reversal of $0.4 million related to a restructuring provision no longer required.

Restructuring Costs Capitalized as a Cost of Acquisition

At March 31, 2004, the Company recorded $3.1 million in costs in connection with restructuring Moore Wallace operations which included $0.8 million related to workforce reductions (24 employees of which 13 were terminated as of March 31, 2004) and $2.3 million for vacating redundant facilities. These costs were recognized as a liability assumed in the Combination and are, therefore, included in the purchase price allocation as part of goodwill.

Restructuring Reserve

In addition to the 2004 restructuring actions, the Company initiated various restructuring actions in 2003, 2002 and 2001, which consisted primarily of the consolidation of operations and workforce reductions, for which restructuring reserves continue to be utilized. The reconciliation of the restructuring reserve as of March 31, 2004 is as follows:

	Balance at December 31, 2003		Restructuring Provision—Net		Capitalized Restructuring Costs		Cash Paid			Balance at March 31, 2004
Employee terminations	$	2,953	$	21,577	$	758	$	(3,692	)	$	21,596
Other		1,406		768		2,344		(1,505	)		3,013
	$	4,359	$	22,345	$	3,102	$	(5,197	)	$	24,609

11

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

The restructuring reserves classified as “other” primarily consist of the estimated remaining payments related to lease terminations and facility closing costs. Payments on certain of these lease obligations are scheduled to continue until 2011. Market conditions and the Company’s ability to sublease these properties may affect the ultimate charge related to these lease obligations. Any potential recoveries or additional charges may affect amounts reported in the consolidated financial statements of future periods. The Company anticipates that payments associated with employee terminations relating to the 2004 restructuring actions will be substantially completed by June 2005.

As a result of restructuring actions, the Company owns certain facilities and equipment that are considered held for sale. The net book value of assets held for sale was $42.1 million at March 31, 2004, primarily in the Print, Forms and Labels, and Corporate segments. These asset values, included in other assets in the consolidated balance sheets, have been assessed for impairment and reflect their estimated fair value, less estimated costs to sell.

Impairments

During the three months ended March 31, 2004, the Company recorded $27.8 million in impairment charges. The impairment charge included $13.5 million for goodwill and intangibles related to the Logistics segment, $11.9 million for the abandonment of certain Print related enterprise software projects, $2.1 million for the write-down of a Print customer contract and $0.3 million related to other Print assets.

7. DEBT

	March 31, 2004		December 31, 2003
Commercial paper	$	—	$	90,537
Medium term notes due 2005		165,771		165,745
5.0% debentures due November 15, 2006		234,110		232,238
8.875% debentures due April 15, 2021		80,844		80,842
6.625% debentures due April 15, 2029		199,047		199,038
8.820% debentures due April 15. 2031		68,920		68,919
3.75% senior notes due April 1, 2009		399,408		—
4.95% senior notes due April 1, 2014		597,630		—
Other, including capital leases		52,218		91,051
Total debt		1,797,948		928,370
less current portion		41,198		175,873
Long term debt	$	1,756,750	$	752,497

In March 2004, the Company issued $400.0 million of 3.75% notes due in 2009 and $600.0 million of 4.95% notes due in 2014 (collectively, the “Senior Notes”) at a combined $3.0 million discount to the principal amount. Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2004. The Company has the option to redeem the Senior Notes at any time subject to a make-whole premium that is based upon a spread over the applicable market interest rate at the time of the redemption.

The proceeds from the issuance of the Senior Notes were used to pay acquisition costs and debt issuance costs as well as fund the redemption of Moore Wallace debt assumed in connection with the Combination that included $497.5 million outstanding under the Moore Wallace senior secured credit facility and $403.0 million of

12

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

the Moore Wallace 7.875% senior unsecured notes. The senior secured credit facility was repaid on the Combination Date. On March 29, 2004, the Company redeemed the 7.875% senior unsecured notes at fair value, which included a $57.5 million premium.

The Company uses interest rate swaps to manage its interest rate risk by balancing its exposure to fixed and variable interest rates while attempting to minimize interest costs. At March 31, 2004, the Company had $200.0 million notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements. These swaps mature in May 2004. At March 31, 2004, the Company also had $200.0 million notional amount interest rate swaps that exchange a fixed rate interest to floating rate LIBOR plus a basis point spread. These floating rate swaps are designated as a fair value hedge against $200.0 million of principal on the 5.0% debentures due November 2006.

The most significant financial covenant of the Company’s five-year revolving credit agreement is an interest coverage ratio. The Company was in compliance with its debt covenants at March 31, 2004.

8. INCOME TAXES

The effective income tax rate for the three months ended March 31, 2004 was a 29.8% benefit. The benefit reflects the loss before taxes of $73.9 million, partially offset by the tax provision required on the gain on the sale ($15.3 million) of an investment in Latin America.

9. EMPLOYEE BENEFITS

The components of the estimated net pension and postretirement expense for the three months ended March 31, 2004 and 2003 are as follows:

	Pension						Postretirement
	Three months ended March 31,						Three months ended March 31,
	2004			2003			2004			2003
Service cost	$	13,437		$	12,049		$	3,843		$	3,029
Interest cost		25,743			26,615			6,209			4,990
Expected return on assets		(37,470	)		(39,343	)		(5,244	)		(6,201	)
Amortization of transition obligation		(2,463	)		(2,721	)		—			—
Amortization of prior service cost		985			1,000			(846	)		(580	)
Amortization of net loss (gain)		698			1,019			488			65
Curtailment loss		—			—			—			288
Special termination benefit		—			825			—			—
Net pension expense (benefit)	$	930		$	(556	)	$	4,450		$	1,591

13

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

10. STOCK COMPENSATION

The Company accounts for stock options using the intrinsic value method. Net earnings and earnings per share on a pro forma basis if compensation expense for employee stock options were determined using the fair value method are as follows:

	Three Months Ended March 31,
	2004			2003
Net earnings (loss), as reported	$	(58,846	)	$	5,702
Pro forma adjustments, net of tax:
Stock compensation recorded		533			237
Fair value compensation expense		(1,869	)		(2,859	)
Pro forma net earnings (loss)	$	(60,182	)	$	3,080
Pro forma earnings (loss) per share
Basic	$	(0.40	)	$	0.03
Diluted	$	(0.40	)	$	0.03

11. PER SHARE DATA

	Three months ended March 31,
	2004			2003
Net earnings (loss) before cumulative effect of change in accounting principle	$	(52,268	)	$	5,702
Cumulative effect of change in accounting principle		(6,578	)		—
Net earnings (loss)	$	(58,846	)	$	5,702
Weighted average number of common shares outstanding (in thousands):
Basic		151,278			113,101
Dilutive options and awards (a)		—			595
Diluted		151,278			113,696
Basic earnings per share:
Net earnings (loss) before cumulative effect of change in accounting principle	$	(0.35	)	$	0.05
Cumulative effect of change in accounting principle		(0.04	)		—
Net earnings (loss)	$	(0.39	)	$	0.05
Diluted earnings per share:
Net earnings (loss) before cumulative effect of change in accounting principle	$	(0.35	)	$	0.05
Cumulative effect of change in accounting principle		(0.04	)		—
Net earnings (loss)	$	(0.39	)	$	0.05
DIVIDENDS PER SHARE	$	0.26		$	0.25
(a)    For 2004, 1.9 million common stock equivalents are excluded as their effect would be anti-dilutive.

14

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

12. SHAREHOLDERS’ EQUITY

	Common Stock		Treasury Stock			Additional Paid-in Capital		Unearned Compensation			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2003	$	176,111	$	(840,395	)	$	132,351	$	(2,937	)	$	1,641,706		$	(123,684	)	$	983,152
Net loss		—		—			—		—			(58,846	)		—			(58,846	)
Translation adjustments		—		—			—		—			—			(8,607	)		(8,607	)
Minimum pension liability		—		—			—		—			—			146			146
Comprehensive loss																		(67,307	)
Treasury stock activity		—		(6,545	)		—		—			—			—			(6,545	)
Dividends		—		—			—		—			(86,075	)		—			(86,075	)
Common shares issued		127,587		120,996			2,698,954		(44,507	)		(38,678	)		—			2,864,352
Balance at March 31, 2004	$	303,698	$	(725,944	)	$	2,831,305	$	(47,444	)	$	1,458,107		$	(132,145	)	$	3,687,577

13. SEGMENT INFORMATION

The Company is in the process of analyzing its business units and operating processes to improve operating effectiveness and align its businesses in connection with the combination with Moore Wallace. The Company anticipates a change in its operating segments as a result of this analysis. Segments will be identified based on factors including the nature of products and services, certain quantitative thresholds, the availability of discrete financial information, and the way management assesses information on a regular basis for decision-making purposes. The segment information presented and discussed herein is consistent with historical segment reporting of both the Company and Moore Wallace, except for one business that was reclassified from Commercial to Forms and Labels and another business that was reclassified from Forms and Labels to Outsourcing. In addition, the segment disclosure for the three months ended March 31, 2003 has been reclassified to disclose the Corporate segment, which, for RR Donnelley, had historically been allocated to the operating segments and was included in the operating segment results. The segment information includes the results of Moore Wallace from the Combination Date. Prior periods have not been reclassified to reflect the Combination.

The Company currently has seven operating segments, representing the historical segment structure of RR Donnelley and Moore Wallace. These segments are:

Print    The Print segment participates in the magazine, catalog and retail market, the telephone directory market, and the book market. In addition, this segment also includes the Company’s premedia activities. Within the magazine, catalog and retail market, the Company produces products for a broad range of business-to-business and consumer magazine and catalog publishers, as well as journal, association and academic publishers. The Company is the worldwide leader in the telephone directory market, serving the global directory needs of telecommunications providers. The Company is also the leader in the North American book market, serving the consumer, religious, educational and specialty book markets. The Company’s premedia business partners with customers to effectively create, manage, prepare and distribute customer content, offering services in both conventional and digital photography, creative and color services, page production, and management, facilities management and content management.

Logistics    RR Donnelley is one of the largest users of the U.S. Postal Service, handling over 20 billion print and mail pieces, and over 160 million packages each year. Distribution costs are a significant component of

15

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except per share data)

customers’ cost structures, and the Company’s ability to deliver mail and packages more predictably and cost-effectively than competitors is a key differentiator. In addition to delivering packages and printed material, the Logistics segment also provides package return services and expedited distribution of time-sensitive and secure material (expedited services).

Financial    The Financial segment is a leader in supporting the communications needs of U.S. and international corporations as those corporations access the global capital markets, providing printing and distribution services for large financial transactions, including initial public offerings and mergers. The Company is also a leading provider of customized communications solutions for investment management, banking, insurance and managed care companies.

Forms and Labels    The Forms and Labels segment designs, manufactures and delivers a wide range of paper-based and electronic business forms and labels and print-related services, including print distribution, print-on-demand and warehousing services. This segment is a single-source supplier of customized, “one-stop shopping” solutions for our customers’ print and digital communication needs through a multi-site, state-of-the-art print distribution and warehousing network.

Outsourcing    The Outsourcing segment provides high-quality, high-volume, customized, variably-imaged business communications, including account statements, consumer invoices, insurance policies, enrollment kits, kitting and print fulfillment, transaction confirmations and database services, primarily for financial services, telecommunications, insurance, and healthcare companies. The product and service offering in this segment provides customers with the ability to reach consumers using multiple communication methods, including print, mail, e-mail, facsimile, CD-ROM and internet-based and other wireless solutions.

Commercial    The Commercial segment serves the printing, direct marketing, delivery, and warehouse management requirements of a highly diversified, international customer base, producing high-quality, multi-color personalized business communications, including annual reports, image and marketing brochures, catalogs and marketing inserts, pharmaceutical inserts, and other marketing, retail point-of-sale and promotional materials, and technical publications. The segment also provides products and digital services for customers that produce data-intensive publications, such as individualized directories. In addition, the segment creates, manages and produces highly targeted, personalized strategic direct mail programs.

Other    The Other segment consists primarily of the direct mail and international businesses of the Company. Moore Wallace also had a direct mail business and international businesses which are included in the Commercial and Forms and Labels segments, respectively. Within the direct mail business market, the Company offers expertise in a wide range of direct marketing print and related services to guide customers smoothly and cost-effectively through direct-marketing projects. The Company’s full-service solutions include content creation, database management, premedia, printing, personalization, finishing and distribution. Outside of North America, the Company has operations in Latin America, Europe and Asia, which produce magazines, books, telephone directories, catalogs, technical manuals and other commercial type products.

16

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

	Total Sales		Intersegment Sales			Net Sales		Income (Loss) from Operations			Total Assets		Depreciation and Amortization		Capital Expenditures
Three months ended March 31, 2004
PRINT	$	676,999	$	(230	)	$	676,769	$	50,888		$	1,653,972	$	47,834	$	20,481
LOGISTICS		218,892		(179	)		218,713		(23,164	)		244,146		2,078		77
FINANCIAL		113,255		(39	)		113,216		9,490			190,247		4,711		236
FORMS AND LABELS		168,883		(696	)		168,187		(28,888	)		2,138,123		4,259		526
OUTSOURCING		47,521		(261	)		47,260		7,283			613,977		2,117		3,429
COMMERCIAL		101,187		(5,721	)		95,466		(3,445	)		1,365,317		2,692		889
OTHER		126,647		(63	)		126,584		(6,287	)		411,429		7,382		1,085
CORPORATE		—		—			—		(73,384	)		1,607,257		9,832		104
CONSOLIDATED	$	1,453,384	$	(7,189	)	$	1,446,195	$	(67,507	)	$	8,224,468	$	80,905	$	26,827
Three months ended March 31, 2003 (Reclassified)
PRINT	$	667,035	$	(63	)	$	666,972	$	69,358		$	1,644,498	$	48,897	$	33,206
LOGISTICS		209,808		—			209,808		2,772			256,792		1,511		2,225
FINANCIAL		90,578		(322	)		90,256		(2,035	)		178,591		5,719		2,025
FORMS AND LABELS		—		—			—		—			—		—		—
OUTSOURCING		—		—			—		—			—		—		—
COMMERCIAL		—		—			—		—			—		—		—
OTHER		107,363		(582	)		106,781		(5,256	)		511,049		7,073		9,651
CORPORATE		—		—			—		(38,521	)		546,110		5,247		2,915
CONSOLIDATED	$	1,074,784	$	(967	)	$	1,073,817	$	26,318		$	3,137,040	$	68,447	$	50,022

14. COMMITMENTS AND CONTINGENCIES

As reported in the Company’s Annual Report on Form 10-K for 2003, a class action, Jones, et al. v. R.R. Donnelley & Sons Co., was filed against the Company in 1996. The district court judge in the case certified three plaintiff classes.

On September 16, 2002, the Seventh Circuit Court of Appeals overturned a district court ruling with respect to two of the three classes in Jones and held that a two-year statute of limitations applies to the claims of the two classes. On February 24, 2004, the matter was argued before the United States Supreme Court. On May 3, 2004, the Supreme Court reversed the circuit court ruling, held that a four-year statute of limitations applies to the claims of the two classes and remanded the case for further proceedings consistent with the Supreme Court’s opinion. As the determination of whether a two-year or four-year statute of limitations applies to the claims of the third class was never made by the district court, neither the circuit court nor the Supreme Court addressed the issue and it remains before the district court. It is not possible at the present time to quantify with certainty the ultimate liability, if any, of the Company with respect to such litigation; however, management believes that any ultimate liability will not be material in relation to the Company’s consolidated results of operations or financial position.

From time to time, customers of the Company file voluntary petitions for reorganization under the United States bankruptcy laws. In such cases, certain pre-petition payments received by the Company could be

17

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

considered preference items and subject to return to the bankruptcy administrator. The Company believes that the final resolution of these preference items will not be material in relation to the Company’s consolidated results of operations or financial position.

The Company is subject to laws and regulations relating to the protection of the environment. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated. Such accruals are adjusted as new information develops or circumstances change and are not discounted. The Company has been designated as a potentially responsible party in 17 federal and state Superfund sites. In addition to the Superfund sites, the Company may also have the obligation to remediate eight other previously owned facilities. At the Superfund sites, the Comprehensive Environmental Response, Compensation and Liability Act provides that the Company’s liability could be joint and several, meaning that the Company could be required to pay an amount in excess of its proportionate share of the remediation costs. The Company’s understanding of the financial strength of other potentially responsible parties at the Superfund sites and of other liable parties at the previously owned facilities has been considered, where appropriate, in the determination of the Company’s estimated liability. The Company has established reserves that are believed to be adequate to cover the Company’s share of the potential costs of remediation at each of the Superfund sites and the previously owned facilities. While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly remediation and other compliance efforts that the Company may undertake in the future, in the opinion of management, compliance with the present environmental protection laws, before taking into account estimated recoveries from third parties, will not be material in relation to the Company’s consolidated results of operations or financial position.

In addition, the Company is a party to certain litigation and claims arising in the ordinary course of business which, in the opinion of management, will not be material in relation to the Company’s consolidated results of operations or financial position.

15. CHANGES IN ACCOUNTING POLICIES AND PENDING ACCOUNTING STANDARDS

For the three months ended March 31, 2004, the Company recorded a charge related to a cumulative effect of a change in accounting principle of $6.6 million, net of taxes of $4.3 million, reflecting the adoption of Financial Accounting Standard Board (“FASB”) interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, effective January 1, 2004. The charge reflects the difference between the carrying amount of the Company’s investments in certain partnerships related to affordable housing and the underlying carrying values of the partnerships upon consolidating these entities into the Company’s financial statements. Total consolidated assets amounted to $4.5 million at March 31, 2004. General partners and creditors of the partnerships have no recourse to the general credit of the Company.

Prior to 1996, the Company acquired certain ownership interests in investment level partnerships, which in turn held varying ownership percentage interests in limited partnerships that invested in affordable housing (properties that met the Internal Revenue Service (IRS) requirements for low-income housing tax credits). Under the provisions of the Tax Reform Act of 1986, companies that invested in affordable housing were to receive certain tax credits over a 10-year period, a portion of which was subject to recapture if a company did not retain its investments for a minimum holding period (typically 15 years). These tax credits were provided as a legislative economic incentive to encourage companies to invest in properties dedicated and restricted to lower-income tenants for the 15-year holding period. The company intends to maintain its investments in affordable housing for the qualifying 15-year holding periods, which begin to expire in 2008. The Company’s risk of loss

18

R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Tabular amounts in thousands of U.S. dollars, except share and per share data)

related to the remaining unconsolidated investments in affordable housing is generally limited to the carrying value of these investments, which was approximately $66.1 million at March 31, 2004.

On January 12, 2004, the FASB issued Staff Position No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-1”). FSP 106-1 permits employers that sponsor postretirement benefit plans that provide prescription drug benefits to retirees to make a one-time election to defer the accounting impact, if any, of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “Act”), which was enacted into law on December 8, 2003. At December 31, 2003, the Company elected to defer recognition of the provisions of the Act as permitted by FSP 106-1 due to uncertainties regarding some of the new Medicare provisions and a lack of authoritative accounting guidance regarding certain matters.

While the Company will adopt the provisions of FSP 106-1 at its September 30, 2004 annual remeasurement date for its postretirement plans, in connection with the Combination, the Moore Wallace postretirement obligation was remeasured as of the Combination Date. The provisions of FSP 106-1 require that this remeasurement reflect the best estimate of the effect of the federal subsidy to be provided under the Act. As such, the postretirement obligation for Moore Wallace included a fair value adjustment of $28.1 million as of the Combination Date to reflect the estimated benefit of the subsidy.

19

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

R.R. Donnelley & Sons Company (“RR Donnelley” or the “Company”) prepares, produces and delivers integrated communications services across multiple channels for content owners such as publishers, merchandisers, healthcare providers and telecommunications companies, as well as capital markets and diversified financial services companies. While print capabilities remain the foundation of the Company, the recent focus on expanding the range of products and services provides an opportunity to create additional value for our customers.

The Company provides solutions designed to enhance the effectiveness of customers’ communications. Key services include content creation, digital asset management, production and distribution. The Company believes that print will remain integral to successful marketing given its unique capabilities, such as portability and high-quality graphics that cannot be duplicated by other communications methods. The Company also believes that the nature of print will continue to evolve, and the ability of print to be targeted, timely, flexible and integrated with other communications media will continue to be critical.

MOORE WALLACE COMBINATION

On November 8, 2003, the Company entered into a combination agreement with Moore Wallace Incorporated (“Moore Wallace”) providing for each common share of Moore Wallace to be exchanged for 0.63 of a share of common stock of the Company (the “Combination”). The Combination was completed on February 27, 2004 (the “Combination Date”), and as such, the Company’s results of operations for the three months ended March 31, 2004 include the results of Moore Wallace from the Combination Date. The strategy for the new organization is focused on reducing costs, increasing profitability, increasing financial strength and enhancing revenue opportunities. Management believes that the Combination will positively impact operating results in future periods through cross-selling initiatives, expanded production platforms, reduced overhead costs and increased purchasing power, however, implementing reorganization activities may result in future charges, which may be substantial.

During the first quarter of 2004, management approved and initiated plans to restructure the operations of the Company and the acquired operations of Moore Wallace in connection with the Combination. These plans include the elimination of certain duplicative functions and the exit from redundant facilities. The Company recorded a restructuring charge to earnings of $22.3 million for workforce reductions and contract terminations in connection with exiting certain RR Donnelley activities, and recognized $3.1 million of costs to exit certain Moore Wallace activities as an acquisition cost which is included in goodwill (see Note 6 in the Notes to Consolidated Financial Statements).

SEGMENT DESCRIPTION

The Company currently has seven operating segments, representing the historical segment structure of RR Donnelley and Moore Wallace. These segments are:

Print    The Print segment participates in the magazine, catalog and retail market, the telephone directory market, and the book market. In addition, this segment also includes the Company’s premedia activities. Within the magazine, catalog and retail market, the Company produces products for a broad range of business-to-business and consumer magazine and catalog publishers, as well as journal, association and academic publishers. The Company is the worldwide leader in the telephone directory market, serving the global directory needs of telecommunications providers. The Company is also the leader in the North American book market, serving the consumer, religious, educational and specialty book markets. The Company’s premedia business partners with customers to effectively create, manage, prepare and distribute customer content, offering services in both conventional and digital photography, creative and color services, page production and management, facilities management and content management.

20

Logistics    RR Donnelley is one of the largest users of the U.S. Postal Service, handling over 20 billion print and mail pieces, and over 160 million packages each year. Distribution costs are a significant component of customers’ cost structures, and the Company’s ability to deliver mail and packages more predictably and cost-effectively than competitors is a key differentiator. In addition to delivering packages and printed material, the Logistics segment also provides package return services and expedited distribution of time-sensitive and secure material (expedited services).

Financial    The Financial segment is a leader in supporting the communications needs of U.S. and international corporations as those corporations access the global capital markets, providing printing and distribution services for large financial transactions, including initial public offerings and mergers. The Company is also a leading provider of customized communications solutions for investment management, banking, insurance and managed care companies.

Forms and Labels    The Forms and Labels segment designs, manufactures and delivers a wide range of paper-based and electronic business forms and labels and print-related services, including print distribution, print-on-demand and warehousing services. This segment is a single-source supplier of customized, “one-stop shopping” solutions for customers’ print and digital communication needs through a multi-site, state-of-the-art print distribution and warehousing network.

Outsourcing    The Outsourcing segment provides high-quality, high-volume, customized, variably-imaged business communications, including account statements, consumer invoices, insurance policies, enrollment kits, kitting and print fulfillment, transaction confirmations and database services, primarily for financial services, telecommunications, insurance, and healthcare companies. The product and service offering in this segment provides customers with the ability to reach consumers using multiple communication methods, including print, mail, e-mail, facsimile, CD-ROM and internet-based and other wireless solutions.

Commercial    The Commercial segment serves the printing, direct marketing, delivery, and warehouse management requirements of a highly diversified, international customer base, producing high-quality, multi-color personalized business communications, including annual reports, image and marketing brochures, catalogs and marketing inserts, pharmaceutical inserts, and other marketing, retail point-of-sale and promotional materials, and technical publications. The segment also provides products and digital services for customers that produce data-intensive publications, such as individualized directories. In addition, the segment creates, manages and produces highly targeted, personalized strategic direct mail programs.

Other    The Other segment consists primarily of the direct mail and international businesses of the Company. Moore Wallace also had a direct mail business and international businesses which are included in the Commercial and Forms and Labels segments, respectively. Within the direct mail market, the Company offers expertise in a wide range of direct marketing print and related services to guide customers smoothly and cost-effectively through direct-marketing projects. The Company’s full-service solutions include content creation, database management, premedia, printing, personalization, finishing and distribution. Outside of North America, the Company has operations in Latin America, Europe and Asia, which produce magazines, books, telephone directories, catalogs, technical manuals and other commercial type products.

The Company is in the process of analyzing its business units and operating processes to improve operating effectiveness and align to its businesses in connection with the combination with Moore Wallace. The Company anticipates a change in its operating segments as a result of this analysis. Segments will be identified based on factors including the nature of products and services, certain quantitative thresholds, the availability of discrete financial information, and the way management assesses information on a regular basis for decision-making purposes. The segment information presented and discussed herein is consistent with historical segment reporting of both the Company and Moore Wallace, except for one business that was reclassified from Commercial to Forms and Labels and another business that was reclassified from Forms and Labels to Outsourcing. In addition, the segment disclosure for the three months ended March 31, 2003 has been reclassified to disclose the Corporate

21

segment, which for RR Donnelley, had historically been allocated to the operating segments and was included in the operating segment results. The segment information includes the results of Moore Wallace from the Combination Date. Prior periods have not been restated to reflect the Combination.

TRENDS

The Company operates principally in the commercial print portion of the print industry, with related service offerings designed to offer customers complete solutions for communicating their messages to targeted audiences. The dominant macro-economic and industry-wide trend for the past three years has been weaker demand during a slow economy that has generated excess industry capacity resulting in increased competition and downward pricing pressures. In this intensified competitive pricing environment, companies have focused on reducing costs in order to preserve operating margins. Management believes this environment has led to more consolidation within the commercial print industry as companies seek economies of scale, broader customer relationships, geographic coverage and product breadth to overcome or offset industry over-capacity and pricing pressures. While the Company believes that continued consolidation in the industry will result in greater opportunities for cross-selling, other trends may have a countervailing effect. The continued effect, for example, of electronic substitution on the printing industry cannot be predicted.

The primary drivers affecting the Company’s business differ by segment. In the Print, Forms and Labels, Commercial and Logistics segments, consumer confidence and economic growth rates are key drivers of demand, as these factors affect the level of advertising and merchandising activity and, therefore, printing and mailing volumes. While general economic trends have recently begun to improve, the Company has not yet begun to see the positive effects of an economic recovery within these segments.

The Financial segment’s results are driven by mergers and acquisitions and capital market activity, as well as regulatory compliance requirements and the Company’s ability to capture market share. This business has recently benefited from increased capital markets activity following a three-year period of economic slowdown, and continued increases in capital markets activity are likely to positively affect demand for services within this segment. However, volatility in the global capital markets makes it difficult to predict the future level of demand.

In response to the above trends, the Company has competed by leveraging its position and size, generating continued productivity improvements and enhancing the value the Company delivers to its customers by offering them products and services that improve their effectiveness and reduce their total delivered cost. The Company implemented a number of strategic initiatives that impacted the financial results for the periods discussed herein, including the acquisition of complementary businesses, the restructuring and integration of operations, the expansion of internal cross-selling, cost containment and reduction efforts, the disposal of non-core businesses and the exiting of unprofitable accounts. Also, the Company has focused on creating new revenue opportunities for value-added services such as premedia and logistics. As a result, the Company has created a broader platform to sell more products and services as well as improve incremental revenue and profit growth within its current customer base.

The Company will continue to evaluate ways to reduce its cost structure and improve the productivity of its operations. Future cost reduction initiatives may include the reorganization of operations or the consolidation of facilities. Implementing such initiatives may result in future charges which may be substantial. Management also reviews its portfolio of businesses on a regular basis to balance appropriate risks and opportunities, to maximize efficiencies and to support the Company’s long term strategic growth goals.

22

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AS

COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2003

The following table shows the trends in net sales and operating income (loss) for each of the Company’s segments:

	Three months ended March 31,
	Net Sales				Operating income (loss)
	2004		2003		2004			2003
	(in millions)
Print	$	676.8	$	667.0	$	50.9		$	69.4
Logistics		218.7		209.8		(23.2	)		2.8
Financial		113.2		90.3		9.5			(2.0	)
Forms and Labels (1)		168.2		—		(28.9	)		—
Outsourcing (1)		47.2		—		7.3			—
Commercial (1)		95.5		—		(3.4	)		—
Other		126.6		106.7		(6.3	)		(5.4	)
Corporate (1)		—		—		(73.4	)		(38.5	)
Total	$	1,446.2	$	1,073.8	$	(67.5	)	$	26.3

(1) Reflects Moore Wallace results from the Combination Date

Consolidated

Net sales for the three months ended March 31, 2004 increased $372.4 million, or 34.7%, to $1,446.2 million. The increase was primarily due to the inclusion of $310.9 million in net sales related to the Combination, increased net sales in the Financial segment of $22.9 million primarily due to increased business activity and transaction levels in the financial markets as the U.S. and international economies have improved, and a $19.3 million improvement in the directories business in the Print segment due to a shift in the timing of customer orders and volume increases with a major customer. The increase was partially offset by a $9.8 million decline in the book business within the Print segment, primarily due to pricing pressure, a shift in volume to lower priced products and an overall decline in the book industry. While management believes that internal cross-selling efforts will result in increased penetration within current markets as the Company leverages its expanded product portfolio following the Combination, printing industry capacity, pricing pressures and the threat of electronic substitution will continue to adversely impact sales of certain products and services of the Company.

Cost of sales increased $332.7 million to $1,173.7 million for the three months ended March 31, 2004 versus the same period in the prior year. Cost of sales as a percentage of consolidated net sales increased from 78.3% to 81.2% and is more than accounted for by the Combination. Combination costs included in cost of sales related to expenses associated with fair value adjustments for inventory and backlog ($66.9 million). The increase was partially offset by the impact of prior year restructuring and cost reduction initiatives.

Selling, general and administrative expenses increased $73.5 million to $209.0 million for the three months ended March 31, 2004 versus the same period in the prior year primarily due to the Combination ($60.1 million). Selling, general and administrative expenses as a percentage of consolidated net sales increased to 14.4% in 2004 from 12.6% in 2003. This increase in margin is primarily due to provisions of $17.6 million mainly related to litigation, insurance, termination benefits, and sales and use taxes recorded in the three months ended March 31, 2004. In addition, the Company recognized $5.4 million of pension and postretirement expense in the three months ended March 31, 2004 versus $1.0 million of pension and postretirement income in the same period in 2003 due to changes in actuarial benefit assumptions. Also included in the three months ended March 31, 2004 was a $6.0 million provision for doubtful accounts versus $9.9 million in the same period in 2003 due primarily to a $5.0 million provision in 2003 related to the bankruptcy of a major domestic catalog customer. Management

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anticipates that savings from restructuring activities related to the Combination and cost containment efforts, partially offset by certain integration related expenses, will begin to favorably impact the selling, general and administrative expense margin by the third quarter of 2004.

During the three months ended March 31, 2004, the Company recorded a restructuring charge of $22.3 million for workforce reductions (639 positions) related to the elimination of duplicative administrative functions resulting from the Combination and certain operational employees related to business restructuring, as well as lease terminations. Management believes that significant restructuring activities will continue throughout the remainder of 2004 as the Company eliminates additional duplicative functions and rationalizes its manufacturing, sales and administrative platforms as a result of the Combination. During the three months ended March 31, 2003, the Company recorded a $2.6 million net restructuring charge primarily related to workforce reductions (110 positions) and the curtailment of the Company’s postretirement benefit plan.

During the three months ended March 31, 2004, the Company recorded $27.8 million of impairment charges comprised of the write-off of goodwill and intangibles related to the acquisition of Momentum Logistics, Inc (“MLI”) ($13.5 million), the abandonment of certain Print related enterprise software projects ($11.9 million), the termination of a Print customer contract agreement ($2.1 million), and a fixed asset write-off ($0.3 million).

Depreciation and amortization increased $12.5 million to $80.9 million for the three months ended March 31, 2004 compared to the same period in 2003, and is more than accounted for by the Combination ($13.4 million). Combination related depreciation and amortization includes $3.5 million of amortization of purchased intangibles related to customer relationships, patents and covenants not to compete.

Loss from operations for the three months ended March 31, 2004 was $67.5 million versus operating income of $26.3 million for the three months ended March 31, 2003. The decrease was primarily due to a $66.9 million adjustment for the fair value of inventory and backlog related to the Combination and $50.1 million of restructuring and impairment charges, partially offset by the incremental operating impact of the Combination and improved operating results in the current year.

Interest expense, net increased by $4.6 million for the three months ended March 31, 2004 versus the same period in 2003, primarily due to the issuance of approximately $1 billion of debt due to the Combination and the fact that Moore Wallace’s $403.0 million senior secured notes were not redeemed until the end of March 2004. See “Liquidity and Capital Resources.”

Investment and other income (expense), net, for the three months ended March 31, 2004 was $10.6 million of income versus $4.5 million of expense for the same period in 2003, primarily due to a gain on the sale of an investment in Latin America ($15.3 million) in 2004. Also included in investment and other income (expense), net, is a $4.0 million charge for both the three months ended March 31, 2004 and 2003, reflecting a decline in the underlying estimated fair market values of the Company’s affordable housing investments.

For the three months ended March 31, 2004, the Company recorded a cumulative effect of a change in accounting principle of $6.6 million, net of taxes, of $4.3 million, reflecting the adoption of the Financial Accounting Standards Board Interpretation No. 46 “Consolidation of Variable Interest Entities.” The charge reflects the difference between the carrying amount of the Company’s investments in certain partnerships related to affordable housing and the underlying carrying values of the partnerships upon consolidating these entities into the Company’s financial statements. Management does not believe that the consolidation of these partnerships will have an ongoing material effect on the Company’s consolidated results of operations, cash flows or financial position.

The effective income tax rate for the three months ended March 31, 2004 was a 29.8% benefit. The benefit reflects the loss before taxes of $73.9 million, partially offset by the tax provision required on the gain ($15.3 million) on the disposition of an investment in Latin America.

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Net earnings (loss) for the three months ended March 31, 2004 declined by $64.5 million versus the same period in the prior year to a net loss of $58.8 million, or $0.39 per diluted share. For the same period in 2003, the Company reported net income of $5.7 million, or $0.05 per diluted share. Included in the net loss for the three months ended March 31, 2004 were the unfavorable impact of the fair value adjustment of inventory and backlog, and restructuring and impairment charges, partially offset by the incremental operating results related to the Combination and the gain on the sale of an investment in Latin America. Management believes that the financial results will continue to be unfavorably impacted throughout the remainder of 2004 as the integration of the Combination may result in further significant restructuring and impairment charges as the Company integrates and rationalizes its manufacturing, sales and administrative platforms.

Print

The following table summarizes net sales, operating income and significant items affecting comparability within the Print segment:

	Three Months Ended March 31,
	2004		2003
	(in millions)
Net sales	$	676.8	$	667.0
Operating income	$	50.9	$	69.4
Included in operating income:
Restructuring and impairment charges—net	$	19.2	$	0.2

Net sales for the Print segment for the three months ended March 31, 2004 were $676.8 million, an increase of $9.8 million, or 1.5%, compared to the same period in 2003. Strength in net sales from the directories and premedia businesses more than offset level net sales from the magazines, catalogs and retail businesses and weak net sales from the book business. Directories’ net sales for the three months ended March 31, 2004 increased $19.3 million from the same period in the prior year despite continued contract pricing pressures. The year over year increase was primarily due to a shift in the timing of certain customer orders into the first quarter of 2004 and volume gains from a major customer. Premedia’s net sales for the three months ended March 31, 2004 increased $3.2 million from the same period in the prior year due to volume increases at both existing and recently acquired customers and transferred volume from the Financial segment. The decline in book’s net sales of $9.8 million for the three months ended March 31, 2004 from the same period in the prior year was largely attributable to weakness in market demand for certain product categories, including education and religious markets. These factors, in conjunction with continued pricing pressure caused by excess capacity in the industry and increasing international competition, will likely adversely impact future net sales in the book business. Net sales in the three months ended March 31, 2004 for magazines, catalogs and retail were level, due to higher volumes at existing customers that were offset by lower contractual pricing levels and an unfavorable product mix. The sale of a minor business in the segment accounted for a decline in net sales of $2.1 million in the quarter.

Operating income for the Print segment for the three months ended March 31, 2004 decreased $18.5 million, or 26.7%, to $50.9 million compared to the same period in the prior year due primarily to current year restructuring charges of $4.9 million and impairment charges of $14.3 million, that are largely related to information technology systems. Improved volumes and lower selling and administrative costs in the first quarter of 2004 helped to mitigate the comparative impact of these items. Operating income from the directories business increased due to higher volumes, improved throughput and cost reductions. Operating income from the book business declined due to lower volumes that were only partially offset by productivity improvements and reduced selling and administrative costs. Operating income of the magazines, catalogs and retail businesses for the three months ended March 31, 2004 declined compared to the same period in the prior year due to an unfavorable product mix, higher employee costs and restructuring and impairment charges that were only partially offset by

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productivity improvements. The impact of productivity initiatives, as well as savings from restructuring actions, are expected to partially offset the continued effects of price erosion on operating income that are related to overcapacity in the industry and increased foreign competition in certain markets.

Logistics

The following table summarizes net sales, operating income (loss) and significant items affecting comparability within the Logistics segment:

	Three Months Ended March 31,
	2004			2003
	(in millions)
Net sales	$	218.7		$	209.8
Operating income (loss)	$	(23.2	)	$	2.8
Included in operating income (loss):
Restructuring and impairment charges—net	$	17.8		$	—

Net sales for the Logistics segment for the three months ended March 31, 2004 increased $8.9 million, or 4.2%, from the same period a year ago. Net sales for the package logistics business for the three months ended March 31, 2004 declined approximately $4.2 million, due to higher volumes of lighter-weight, lower-margin packages offset by lower volumes of higher-margin, heavier-weight packages. However, the print logistics and expedited services businesses showed growth in net sales from both the Print segment and third-party customers that more than offset the declines in the package logistics business. Additionally, MLI sales were higher due to the inclusion of three months of results in the quarter ended March 31, 2004 versus one month in the same period in 2003 (as a result of the MLI acquisition being completed in March 2003). The net sales increase from MLI was lower than it otherwise would have been because of the shutdown of MLI’s business-to-business activities in the first quarter of 2004.

Operating income decreased for the three months ended March 31, 2004 versus the same period in 2003 primarily due to a $4.3 million charge related to the shutdown of the business-to-business portion of MLI and a $13.5 million impairment charge related to the write-off of goodwill and intangibles of MLI due to significant deterioration of its underlying operations. Favorable transportation margins in the package logistics business (due to favorable transportation and postage unit costs) were more than offset by unfavorable product mix, higher labor and increased facility costs. The print logistics business experienced higher transportation and labor costs during the first quarter of 2004 due to new regulations which more than offset higher net sales in the same period of 2003.

Financial

The following table summarizes net sales, operating income (loss) and significant items affecting comparability within the Financial segment:

	Three Months Ended March 31,
	2004		2003
	(in millions)
Net sales	$	113.2	$	90.3
Operating income (loss)	$	9.5	$	(2.0	)
Included in operating income (loss):
Restructuring and impairment charges—net	$	0.3	$	0.6
Insurance recovery		—		2.0

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Net sales for the Financial segment increased by $22.9 million, or 25.4%, to $113.2 million for the three months ended March 31, 2004 from the same period in the prior year primarily due to improved global capital markets sales ($22.3 million) resulting from increased global transactional and domestic compliance activity. The compliance increase reflects increased volume coupled with a shift in the timing of certain customer transactions into the first quarter of 2004 as a result of an accelerated SEC filing requirement. Additionally, net sales from the customized communications solutions business increased 10.2% in the three months ended March 31, 2004 versus the same period in the prior year due to higher revenue in the investment management business.

Operating income for the Financial segment for the three months ended March 31, 2004 increased $11.5 million to $9.5 million versus the same period in 2003, due principally to the aforementioned sales increase and the operating leverage gained from prior year restructuring actions, primarily headcount reductions. Operating income for the three months ended March 31, 2003 included a $2.0 million insurance recovery, partially offset by $0.6 million of restructuring charges.

Forms and Labels

The Combination was completed on February 27, 2004, and accordingly the results of operations of the Forms and Labels segment are included in the Company’s results of operations only for the 34-day period ended March 31, 2004. Net sales and operating loss for the 34-day period ended March 31, 2004 were $168.2 million and $28.9 million, respectively. The operating loss includes $49.4 million of charges for the fair market value adjustment for inventory and backlog pursuant to the Combination.

Although the results of the Company reflect only the 34-day period subsequent to the Combination Date, management believes that the following discussion related to the trends affecting business in the Forms and Labels segment for the three months ended March 31, 2004 versus the results for the three months ended March 31, 2003 is relevant.

Volume increased for the three months ended March 31, 2004 versus the same period in the prior year primarily due to the Moore Wallace acquisition of Wallace Computer Services, Inc. (“Wallace”) in May 2003. These increases were partially offset by volume declines attributable to the trend of electronic substitution for multi-part paper forms. Pricing remains highly competitive due to excess capacity in the industry. However, management believes that the restructuring and integration related initiatives undertaken by Moore Wallace subsequent to the Wallace transaction will favorably impact the financial results of the Forms and Labels business during the remainder of 2004.

Outsourcing

The Combination was completed on February 27, 2004, and accordingly the results of operations of the Outsourcing segment are only included in the Company’s results of operations only for the 34-day period ended March 31, 2004. Net sales and operating income for the 34-day period ended March 31, 2004 were $47.2 million and $7.3 million, respectively. The operating income includes $2.0 million for the fair market value adjustment for inventory and backlog pursuant to the Combination.

Although the results of the Company reflect only the 34-day period subsequent to the Combination Date, management believes that the following discussion related to the trends affecting the Outsourcing segment for the three months ended March 31, 2004, versus the three months ended March 31, 2003 is relevant.

Volume increased for the three months ended March 31, 2004 versus the same period in the prior year primarily due to the December, 2003 acquisition of Payment Processing Solutions, Inc. (“PPS”), a leading processor of printed customer statements principally serving the mortgage lender industry, and the addition of a significant new telecommunications industry customer.

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Commercial

The Combination was completed on February 27, 2004, and accordingly the results of operations of the Commercial segment are only included in the Company’s results of operations only for the 34-day period ended March 31, 2004. Net sales and operating loss for the 34-day period ended March 31, 2004 were $95.5 million and $3.4 million, respectively. The operating loss includes $15.5 million of charges for the fair market value adjustment for inventory and backlog pursuant to the Combination.

Although the results of the Company reflect only the 34-day period subsequent to the Combination Date, management believes that the following discussion related to the trends affecting business in the Commercial segment for the three months ended March 31, 2004 versus the three months ended March 31, 2003 is relevant.

Net sales volume increased primarily due to the acquisition of Wallace, increased demand in the domestic direct mail and commercial print operations, and internal cross-selling activities. Lower technical publications volumes partially offset the increases in the other components of the segment.

Excluding Combination related charges, margins in the segment declined year-over-year due to the addition of lower margin business acquired from Wallace. Management believes that restructuring and cost reduction initiatives that were implemented following the completion of that transaction and the expansion of internal cross-selling activities and, geographic alignment of production facilities will favorably impact future results. Management also believes that the future results of the Moore Wallace direct mail operations will be favorably impacted by the integration initiatives with RR Donnelley’s historical direct mail platform.

Other

The following table summarizes net sales, operating loss and significant items affecting comparability within the Other segment:

	Three Months Ended March 31,
	2004			2003
	(in millions)
Net sales	$	126.6		$	106.7
Operating (loss)	$	(6.3	)	$	(5.4	)
Included in operating income (loss):
Restructuring and impairment charges – net	$	3.8		$	0.7

Net sales for the Other segment increased $19.9 million, or 18.7%, for the three months ended March 31, 2004 compared to the same period in 2003. International net sales for the three months ended March 31, 2004 increased $23.4 million from the same period in 2003, driven by increases in Europe due to volume growth and favorable foreign exchange rates, as well as volume growth in Asia and Latin America. Net sales for direct mail decreased $3.5 million for the three months ended March 31, 2004 from the same period in the prior year, driven by lower volume.

The loss from operations for the Other segment was $6.3 million for the three months ended March 31, 2004 compared to $5.4 million in the same period in 2003. The loss in 2004, reflects $4.0 million of restructuring charges, which compares to $0.7 million in the prior year. The loss from operations for the international business for the three months ending March 31, 2004 increased versus the same period in 2003 primarily due to a $3.8 million charge for workforce reductions offset by higher volumes. The loss from operations for direct mail for the three months ending March 31, 2004 was higher compared to the same period in 2003 due to lower volumes.

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Corporate

Corporate operating expenses increased $34.9 million to $73.4 million for the three months ended March 31, 2004 versus the same period in 2003. The increase is primarily due to the inclusion of corporate costs of Moore Wallace, workforce reductions related to the Company’s restructuring activities ($9.1 million) and provisions for litigation, insurance, termination benefits and sales and use taxes ($17.6 million). Management anticipates that it will incur restructuring and integration related charges, which may be substantial, for the remainder of 2004 as the Company eliminates duplicative functions due to the Combination.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to generate strong cash flows from its printing businesses due to its scale, manufacturing experience and strong customer base. The Company plans to use these cash flows to invest in future growth to create value for our shareholders. This includes upgrading the print platform to enable the Company to better serve customers in a more cost-effective manner.

Liquidity and Capital Resources

On February 27, 2004, the Company issued 102.1 million shares of common stock to acquire all of the outstanding shares of Moore Wallace (See Note 2 in the Notes to Consolidated Financial Statements).

In March 2004, the Company issued $400.0 million of 3.75% notes due in 2009 and $600.0 million of 4.95% notes due in 2014 (collectively, the “Senior Notes”) at a combined $3.0 million discount to the principal amount. Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2004. The Company has the option to redeem the Senior Notes at any time subject to a make-whole premium that is based upon a spread over the applicable market interest rate at the time of the redemption. The proceeds from the issuance of the Senior Notes were used to fund the redemption of Moore Wallace debt assumed in connection with the Combination that included $497.5 million outstanding under the Moore Wallace senior secured credit facility and $403.0 million of the Moore Wallace 7.875% senior unsecured notes. The senior secured credit facility was repaid on the Combination Date. On March 29, 2004, the Company redeemed the 7.875% senior unsecured notes at a price that included a $57.5 million premium. Additionally, during the quarter the Company’s commercial paper program was increased from $350.0 million to $1.0 billion. As of March 31, 2004, there were no borrowings under the commercial paper program.

In connection with the Combination, the Company entered into a $1.0 billion five-year unsecured revolving credit facility (the “Facility”) in February 2004 which bears interest at variable interest rates plus a basis point spread. The Facility, which replaced the Company’s previous $350.0 million bank credit facilities, reduced the Company’s liquidity risk due to increased availability and the longer dated maturity versus the prior facilities. The Facility will be used for general corporate purposes, including letters of credit and as a backstop for the Company’s commercial paper program which was increased from $350.0 million to $1.0 billion. The Facility is subject to a number of restrictive and financial covenants that, in part, limit the use of proceeds, limit additional indebtedness, and limit the ability of the Company to engage in certain transactions with affiliates, create liens on assets, engage in mergers and consolidations, or dispose of assets. The financial covenants require a minimum interest coverage ratio. At March 31, 2004, there were no borrowings under the Facility. The Company pays an annual Commitment fee on the total unused portion of the Facility of 0.09%. As of March 31, 2004, the Company had approximately $35.0 million in outstanding letters of credit, of which approximately $15.0 million reduced availability under the Facility.

The Company also has $205.0 million in credit facilities at its non-U.S. units, most of which are uncommitted. As of March 31, 2004, total borrowings under these facilities were $34.0 million.

The Company was in compliance with its debt covenants as of March 31, 2004.

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As of March 31, 2004, $500.0 million of debt securities were available for issuance by the Company under a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission.

As a result of the Combination, Moody’s Investors Services and Standard and Poor’s downgraded the Company’s senior debt and commercial paper program ratings. The Senior debt rating remains investment grade. Neither downgrade is expected to impact the Company’s access to liquidity and will have only a modest impact on pricing. The significant variances in the balance sheet from March 31, 2004 versus December 31, 2003 are primarily due to the Combination.

Net cash provided by operating activities was $143.0 million for the three months ended March 31, 2004, compared to net cash provided of $68.4 million for the same period last year. The change was due to better operating cash flow results partially as a result of the inclusion of Moore Wallace operations from the Combination Date.

Net cash provided by investing activities for the three months ended March 31, 2004, was $80.3 million versus net cash used of $63.9 million for the three months ended March 31, 2003. For the three months ended March 31, 2004 capital expenditures totaled $26.8 million versus $50.0 million for the three months ended March 31, 2003. The decline was primarily due to increased spending during 2003 as the Company made investments to create a more efficient print platform to serve the magazine, catalog and retail customers. The Company continues to fund capital expenditures primarily through cash provided by operations. The Company has increased its focus on cost containment initiatives which will likely impact future capital investment decisions. The Company expects that capital expenditures for 2004 will be less than $300.0 million. Net cash acquired from the Combination was $68.4 million, reflecting cash acquired less cash transaction costs paid. Additionally, during the first quarter of 2004, the Company received $33.5 million on the sale of an investment in Latin America.

Net cash used in financing activities for the three months ended March 31, 2004, was $110.7 million compared to $24.4 million for the same period in 2003. The increase relates to the Company’s issuance of the Senior Notes related to the Combination (See Note 7 in the Notes to Consolidated Financial Statements).

On each of January 22, 2004 and March 25, 2004, the Board of Directors of the Company approved quarterly cash dividends of $0.26 per common share. The January dividend was paid on February 28, 2004. The March dividend is payable June 2, 2004 to shareholders of record on May 10, 2004. Due to the increase in common shares outstanding caused by the Combination, future dividends declared by the Company will cause larger cash outflows to an increased shareholder base. The Company believes that it will be able to generate sufficient cash flows from operations to pay future dividends that may be approved by the Company’s Board of Directors, complete the Company’s restructuring obligations and support the ongoing activities of its businesses.

The Company did not acquire any shares of its common stock on the open market or in privately negotiated transactions, during the three months ended March 31, 2004 and 2003, respectively.

Risk Management

The Company uses interest rate swaps to manage its interest rate risk by balancing its exposure to fixed and variable interest rates while attempting to minimize interest costs. At March 31, 2004, the Company had $200.0 million notional amount outstanding in swap agreements that exchange variable interest rates (LIBOR) for fixed interest rates over the terms of the agreements. These swaps mature in May 2004. At March 31, 2004, the Company also had $200.0 million notional amount interest rate swaps that exchange a fixed rate interest to floating rate LIBOR plus a basis point spread. These floating rate swaps are designated as a fair value hedge against $200.0 million of principal on the 5.0% debentures due November 2006.

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited because the operating revenues and expenses of

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its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent revenues and expenses are not in the local currency of the operating unit, the Company may enter into foreign currency forward contracts to hedge the currency risk. As of March 31, 2004, the aggregate notional amount of outstanding forward contracts was approximately $18.1 million. Gains and losses from these foreign currency contracts were not significant at March 31, 2004. The Company does not use derivative financial instruments for trading or speculative purposes.

Contractual Cash Obligations

The following table estimates the Company’s future contractual obligations for each year listed on an annual basis:

	Total		2004		2005		2006		2007		2008		Thereafter
Total debt, including capital leases	$	1,929,180	$	178,535	$	169,300	$	226,614	$	1,368	$	1,438	$	1,351,925
Total operating leases		389,665		104,665		85,235		69,534		48,350		25,680		56,201
Total other (1)		167,843		144,607		10,558		3,458		3,458		3,458		2,304
Total contractual obligations	$	2,486,688	$	427,807	$	265,093	$	299,606	$	53,176	$	30,576	$	1,410,430

(1) Other represents contractual obligations for the purchase of property, plant and equipment, various outsourced professional services and restructuring commitments.

CAUTIONARY STATEMENT

We have made forward-looking statements in this Quarterly Report on Form 10-Q that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the Company. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of the Company.

These statements may include, or be preceded or followed by, the words “may,” “will,” “should,” “potential,” “possible,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “hope” or similar expressions. We claim the protection of the Safe Harbor for Forward-Looking Statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. You should understand that the following important factors, in addition to those discussed elsewhere in this Form 10-Q, could affect the future results of the Company and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

• the performance of the Company’s businesses following the Combination and the ability of the Company to integrate operations successfully and achieve enhanced earnings or effect cost savings;

• the ability to implement comprehensive plans for the execution of cross-selling, cost containment, asset rationalization and other key strategies;

• the ability to divest non-core businesses;

• successful negotiation, execution and integration of acquisitions;

• future growth rates in our core businesses;

• competitive pressures in the commercial and financial printing, forms and labels, electronic print management, business marketing, business communications, logistics, office supplies imaging, computer software and digital printing industries;

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

• changes in postal rates and postal regulations;

• changes in the advertising and printing markets;

• the rate of migration from paper-based forms to digital formats;

• the financial resources of, and products available to, our competitors;

• customers’ budgetary constraints;

• customers’ changes in short-range and long-range plans;

• the ability to gain customer acceptance of the Company’s new products and technologies;

• the ability to secure and defend intellectual property rights and, when appropriate, license required technology;

• product performance and customer expectations;

• performance issues with key suppliers;

• changes in the availability or costs of key materials (such as ink, paper and fuel);

• the ability to generate cash flow or obtain financing to fund growth;

• the effect of inflation, changes in currency exchange rates and changes in interest rates;

• the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, health and welfare benefits, price controls and other regulatory matters and the cost of complying with these laws and regulations;

• contingencies related to actual or alleged environmental contamination;

• the retention of existing, and continued attraction of additional, customers and key employees;

• the effect of a material breach of security of any of our systems;

• the effect of economic and political conditions on a regional, national or international basis;

• the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere;

• adverse outcomes of pending and threatened litigation; and

• other risks and uncertainties detailed from time to time in our filings with United States and Canadian securities authorities.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this document or the date of any document that may be incorporated by reference into this document.

Consequently, readers of this Quarterly Report should consider these forward-looking statements only as our current plans, estimates and beliefs. We do not undertake and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We undertake no obligation to update or revise any forward-looking statements in this Quarterly Report to reflect any new events or any change in conditions or circumstances. Even if these plans, estimates or beliefs change because of future events or circumstances after the date of these statements, or because anticipated or unanticipated events occur, we decline and cannot be required to accept an obligation to publicly release the results of revisions to these forward-looking statements.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

See Item 2 of Part I under “Liquidity and Capital Resources.”

Item 4.

Controls and Procedures

(a) Disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management carried out an evaluation, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as of the end of the last fiscal quarter. Based upon that evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that, as of March 31, 2004, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

The Company disclosed in its annual report on Form 10-K, filed with the Securities and Exchange Commission on February 23, 2004, internal control deficiencies affecting the timeliness and accuracy of recording certain transactions in the package business of the Company’s Logistics segment. The disparate operating and financial information systems supporting the package business of Logistics have inherent limitations resulting in a control environment heavily reliant upon manual processes and procedures that are detective in nature, as opposed to controls in business processes and systems that would be more preventive in nature. As a result, as Logistics has grown and entered into more complex customer and carrier arrangements and transactions, existing internal controls were not adequate to detect errors in the capturing, processing and reporting of certain transactions on a timely basis.

Management has investigated these internal control deficiencies, has discussed them in detail with the audit committee of our board and with our independent accountants and is in varying degrees of implementing its remediation plans. These improvements, which consist of changes in the design and operation of various internal control procedures, are expected to be completed during 2004.

(b) Changes in internal control over financial reporting.

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

33

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

As reported in the Company’s Annual Report on Form 10-K for 2003, a class action, Jones, et al. v. R.R. Donnelley & Sons Co., was filed against the Company in 1996. The district court judge in the case certified three plaintiff classes.

On September 16, 2002, the Seventh Circuit Court of Appeals overturned a district court ruling with respect to two of the three classes in Jones and held that a two-year statute of limitations applies to the claims of the two classes. On February 24, 2004, the matter was argued before the United States Supreme Court. On May 3, 2004, the Supreme Court reversed the circuit court ruling, held that a four-year statute of limitations applies to the claims of the two classes and remanded the case for further proceedings consistent with the Supreme Court’s opinion. As the determination of whether a two-year or four-year statute of limitations applies to the claims of the third class was never made by the district court, neither the circuit court nor the Supreme Court addressed the issue and it remains before the district court. It is not possible at the present time to estimate with certainty the ultimate liability, if any, of the Company with respect to such litigation; however, management believes that any ultimate liability will not be material in relation to the Company’s consolidated results of operations or financial position.

Item 2. Changes in Securities and Use of Proceeds.

(c) In connection with the consummation of the transactions contemplated by the Combination Agreement dated as of November 8, 2003 (the “Combination Agreement”) between RR Donnelley and Moore Wallace Incorporated (“Moore Wallace”), on February 27, 2004:

1. RR Donnelley issued 102.1 million shares of RR Donnelley Common Stock (including the associated rights to acquire shares of RR Donnelley Series A Preferred Stock issued pursuant to the Rights Agreement dated April 25, 1996 between RR Donnelley and EquiServe Trust Company, N.A. as successor to First Chicago Trust Company of New York, as rights agent) to a direct, wholly owned subsidiary of RR Donnelley (“SubCo”), and SubCo delivered such shares in exchange for common shares of Moore Wallace outstanding on February 27, 2004;

2. RR Donnelley issued options to purchase 2.4 million shares of RR Donnelley Common Stock (“RR Donnelley Stock Options”) in exchange for options to purchase common shares of Moore Wallace outstanding on February 27, 2004; and

3. RR Donnelley issued 1.0 million restricted stock units to acquire shares of RR Donnelley Common Stock (“RR Donnelley RSUs”) in exchange for restricted stock units of Moore Wallace outstanding on February 27, 2004.

The shares of RR Donnelley Common Stock, RR Donnelley Stock Options and RR Donnelley RSUs were issued pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act. The plan of arrangement was approved by the Ontario Superior Court of Justice after a fairness hearing. The shares of RR Donnelley Common Stock, RR Donnelley Stock Options and RR Donnelley RSUs were exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), by virtue of the exemption provided by Section 3(a)(10) thereof. RR Donnelley subsequently registered under the 1933 Act the shares of RR Donnelley Common Stock issuable upon exercise of the RR Donnelley Stock Options or deliverable under the RR Donnelley RSUs.

Item 4. Submission of Matters to a Vote of Security Holders.

1. A special meeting of RR Donnelley stockholders (the “Special Meeting”) was held on February 23, 2004 for the purposes of voting on (1) a proposal to approve the issuance of shares of RR Donnelley common stock as

34

contemplated by the Combination Agreement dated November 8, 2003, between RR Donnelley and Moore Wallace Incorporated (the “Share Issuance Proposal”), and (2) the adoption of a new performance incentive plan (the “Incentive Plan Proposal”).

2. At the Special Meeting, the Share Issuance Proposal was approved by stockholders. The Inspectors of Election certified the following vote tabulation:

FOR	AGAINST	ABSTAIN	NON-VOTES
85,809,091	2,299,335	704,740	0

3. At the Special Meeting, the Incentive Plan Proposal was approved by stockholders. The Inspectors of Election certified the following vote tabulation:

FOR	AGAINST	ABSTAIN	NON-VOTES
75,968,727	11,910,249	934,115	0

Item 6. Exhibits and Reports on Form 8-k

(a) Exhibits*

2.1	Combination Agreement, dated as of November 8, 2003, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated November 8, 2003, filed November 10, 2003)
2.2	First Amendment to Combination Agreement, dated as of February 19, 2004, between R.R. Donnelley & Sons Company and Moore Wallace Incorporated (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 20, 2004, filed February 20, 2004)
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, filed on May 3, 1996)
3.2	By-Laws (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed March 3, 2004)
4.1	Form of Rights Agreement, dated as of April 25, 1996 between R.R. Donnelley & Sons Company and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed June 5, 1996)
4.2	Instruments, other than those defining the rights of holders of long-term debt not registered under the Securities Exchange Act of 1934 of the registrant and of all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (4)(iii)(A) of Item 601 of Regulation S-K. Registrant agrees to furnish a copy of any such instrument to the Commission upon request.
4.3	Indenture dated as of November 1, 1990 between the Company and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 4 filed with the Company’s Form SE filed on March 26, 1992)
4.4	Indenture dated as of March 10, 2004 between the Company and LaSalle National Association, as Trustee (filed herewith)
4.5	Credit Agreement dated February 27, 2004 among the Company, the Banks named therein and CitiCorp North America, Inc., as Administrative Agent (filed herewith)
4.6	Registration Rights Agreement, dated March 10, 2004 among the Company, Citigroup Global Markets, Inc., Fleet Securities, Inc. and J.P. Morgan Securities Inc. (filed herewith)

35

4.7	Registration Rights Agreement, dated as of December 21, 2000, between Moore Corporation Limited and Chancery Lane/GSC Investors L.P. (incorporated by reference from Exhibit 4.5 to Moore Wallace Incorporated’s (formerly Moore Corporation Limited, Commission file number 1-8014) Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
4.8	Registration Rights Agreement, dated as of December 28, 2001, between Moore Corporation Limited, the GSC Investors listed on a schedule thereto and Chancery Lane/GSC Investors L.P. (incorporated by reference from Exhibit 4.5 to Moore Wallace Incorporated’s (formerly Moore Corporation Limited, Commission file number 1-8014) Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed February 13, 2003)
10.1	Policy on Retirement Benefits, Phantom Stock Grants and Stock Options for Directors (incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed on March 30, 2001)**
10.2	Directors’ Deferred Compensation Agreement, as amended (incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed on November 12, 1998)**
10.3	Donnelley Shares Stock Option Plan, as amended (incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed on March 10, 1997)**
10.4	Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed on February 27, 2002)**
10.5	1995 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed on November 12, 1998)**
10.6	2000 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed on November 12, 2003)**
10.7	2000 Broad-based Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed on November 12, 2003)**
10.8	2004 Performance Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed March 3, 2004)**
10.9	Amended and Restated R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan, as amended (incorporated by reference to Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on May 14, 2003)**
10.10	Supplemental Executive Retirement Plan for Designated Executives – B (incorporated by reference to Exhibit 10.1 to Moore Wallace Incorporated’s (Commission file number 1-8014) Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)**
10.11	2001 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Moore Wallace Incorporated’s (Commission file number 1-8014) Annual Report on Form 10-K for the year ended December 31, 2001, filed on March 29, 2002)**
10.12	Amendment to 2001 Long Term Incentive Plan dated February 27, 2004 (filed herewith)**
10.13	2003 Long Term Incentive Plan, as amended October 15, 2003 (incorporated by reference to Exhibit 10.12 to Moore Wallace Incorporated’s (Commission file number 1-8014) Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 1, 2004)**

36

10.14		Amendment to 2003 Long Term Incentive Plan dated February 27, 2004 (filed herewith)**
10.15	**	2000 Inducement Option Grant Agreement (incorporated by reference to Exhibit 99.1 to Moore Wallace Incorporated’s (formerly Moore Corporation Limited, Commission file number 1-8014) Registration Statement on Form S-8 filed February 13, 2003)
10.16	**	2003 Inducement Option Grant Agreement (incorporated by reference to Exhibit 4.4 to Moore Wallace Incorporated’s (Commission file number 1-8014) Registration Statement on Form S-8 filed September 29, 2003)
10.17		Employment Agreement effective as of November 8, 2003 between the Company and Mark A. Angelson (filed herewith)**
10.18		Consulting and Release Agreement dated February 26, 2004 between the Company and William L. Davis (filed herewith)**
10.19		Separation Agreement dated March 24, 2004 between the Company and John C. Campanelli (filed herewith)**
10.20		Separation Agreement dated April 17, 2004 between the Company and Joseph C. Lawler (filed herewith)**
10.21		Separation Agreement dated April 16, 2004 between the Company and Robert S. Pydrowski (filed herewith)**
10.22		Separation Agreement dated April 15, 2004 between the Company and Gregory A. Stoklosa (filed herewith)**
10.23		Agreement dated December 26, 2003 between the Company and Michael B. Allen (incorporated by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on February 23, 2004)**
31.1		Certification by Mark A. Angelson, Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification by James R. Sulat, Interim Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification by Mark A. Angelson, Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2		Certification by James R. Sulat, Interim Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code

* Filed with the Securities and Exchange Commission.

** Management contract or compensatory plan or arrangement.

(b) Reports on Form 8-K

On January 12, 2004, the Company furnished a Current Report on Form 8-K, dated January 12, 2004, announcing its expected financial results for the year ended December 31, 2003.

On February 5, 2004, the Company furnished a Current Report on Form 8-K, dated February 5, 2004, announcing its financial results for the quarter ended December 31, 2003.

On February 20, 2004, the Company filed a Current Report on Form 8-K, dated February 19, 2004, announcing that the Company had entered into a First Amendment to the Combination Agreement dated as of November 8, 2003, with Moore Wallace Incorporated.

37

On February 25, 2004, the Company filed a Current Report on Form 8-K, dated February 25, 2004, announcing that the Ontario Superior Court of Justice entered a final order approving an arrangement under which the Company will combine with Moore Wallace Incorporated, as described in the Combination Agreement dated as of November 8, 2003, as amended.

On February 27, 2004, the Company filed a Current Report on Form 8-K, dated February 27, 2004, announcing that the combination of the Company with Moore Wallace Incorporated pursuant to the Combination Agreement dated as of November 8, 2003, as amended, has been completed.

On March 2, 2004, the Company filed a Current Report on Form 8-K, dated March 2, 2004, announcing the first in a series of management appointments.

On March 15, 2004, the Company filed a Current Report on Form 8-K, dated February 27, 2004, announcing completion of the combination with Moore Wallace Incorporated and filing the financial statements of the business acquired and the pro forma financial statements of the combined company.

On March 15, 2004, the Company filed a Current Report on Form 8-K, dated March 3, 2004, announcing the closing of the sale of $1.0 billion principal amount of unsecured notes in two tranches.

On March 16, 2004, the Company filed an Amended Current Report on Form 8-K/A, dated February 27, 2004, amending Item 7 of its Current Report on Form 8-K, dated February 27, 2004, to include the independent auditors’ consent.

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

R.R. DONNELLEY & SONS COMPANY
By:	/S/    JAMES R. SULAT
	James R. Sulat
	Senior Executive Vice President, Interim Chief Financial Officer
By:	/S/    RICHARD T. SANSONE
	Richard T. Sansone
	Senior Vice President and Controller
	(Chief Accounting Officer)

Date:                     May 10, 2004                    

39

EX-4.4

Exhibit 4.4

R.R. DONNELLEY & SONS COMPANY

and

LASALLE BANK NATIONAL ASSOCIATION, as Trustee

INDENTURE

Dated as of March 10, 2004

$400,000,000 3.75% Notes Due 2009

$600,000,000 4.95% Notes Due 2014

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.08; 7.10
(b)(1)	7.10
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312 (a)	2.06
(b)	10.03
(c)	10.03
313 (a)	7.06
(b)	7.08
(b)(1)	N.A.
(b)(2)	7.06
(c)	7.06
(d)	7.06
314 (a)	4.06; 4.18; 10.04
(b)	N.A.
(c)(1)	10.04
(c)(2)	10.04
(c)(3)	N.A.
(d)	N.A.
(e)	10.05
(f)	N.A.
315 (a)	7.01(b)
(b)	7.05
(c)	7.01(a)
(d)	7.01(c)
(e)	6.12
316 (a) (last sentence)	2.10
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.08
(c)	8.04
317 (a)(1)	6.09
(a)(2)	6.10
(b)	2.05; 7.12
318 (a)	10.01

N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture

TABLE OF CONTENTS

		Page
	ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions.	1
SECTION 1.02.	Other Definitions.	6
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act.	7
SECTION 1.04.	Rules of Construction.	8
	ARTICLE TWO
	THE SECURITIES
SECTION 2.01.	Amount of Notes.	8
SECTION 2.02.	Form and Dating.	9
SECTION 2.03.	Execution and Authentication.	9
SECTION 2.04.	Registrar and Paying Agent.	10
SECTION 2.05.	Paying Agent To Hold Money in Trust.	11
SECTION 2.06.	Holder Lists.	11
SECTION 2.07.	Transfer and Exchange.	11
SECTION 2.08.	Replacement Notes.	12
SECTION 2.09.	Outstanding Notes.	12
SECTION 2.10.	Treasury Notes.	13
SECTION 2.11.	Temporary Notes.	13
SECTION 2.12.	Cancellation.	13
SECTION 2.13.	Defaulted Interest.	14
SECTION 2.14.	CUSIP Number.	14
SECTION 2.15.	Deposit of Moneys.	14
SECTION 2.16.	Book-Entry Provisions for Global Notes.	14
SECTION 2.17.	Special Transfer Provisions.	16
SECTION 2.18.	Computation of Interest.	19
	ARTICLE THREE
	REDEMPTION
SECTION 3.01.	Election To Redeem; Notices to Trustee.	19
SECTION 3.02.	Selection by Trustee of Notes To Be Redeemed.	19
SECTION 3.03.	Notice of Redemption.	20
SECTION 3.04.	Effect of Notice of Redemption.	20
SECTION 3.05.	Deposit of Redemption Price.	21
SECTION 3.06.	Notes Redeemed in Part.	21

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		Page
SECTION 3.07.	Mandatory Redemption.	22
	ARTICLE FOUR
	COVENANTS
SECTION 4.01.	Payment of Principal, Premium and Interest.	22
SECTION 4.02.	Maintenance of Office or Agency.	22
SECTION 4.03.	Corporate Existence.	22
SECTION 4.04.	Money for Notes Payments To Be Held in Trust.	23
SECTION 4.05.	Payment of Taxes and Other Claims.	24
SECTION 4.06.	Restrictions on Secured Debt.	24
SECTION 4.07.	Restrictions on Sale and Lease-Back Transactions.	26
SECTION 4.08.	Reports to Holders.	27
SECTION 4.09.	Statement by Officers as to Default.	28
SECTION 4.10.	Waiver of Certain Covenants.	28
	ARTICLE FIVE
	SUCCESSOR CORPORATION
SECTION 5.01.	Consolidation, Merger and Sale of Assets.	28
	ARTICLE SIX
	DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default.	29
SECTION 6.02.	Acceleration of Maturity; Rescission.	31
SECTION 6.03.	Other Remedies.	31
SECTION 6.04.	Waiver of Past Defaults and Events of Default.	32
SECTION 6.05.	Control by Majority.	32
SECTION 6.06.	Limitation on Suits.	33
SECTION 6.07.	No Personal Liability of Directors, Officers, Employees and Stockholders.	33
SECTION 6.08.	Rights of Holders To Receive Payment.	33
SECTION 6.09.	Collection Suit by Trustee.	34
SECTION 6.10.	Trustee May File Proofs of Claim.	34
SECTION 6.11.	Priorities.	34
SECTION 6.12.	Undertaking for Costs.	35

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		Page
	ARTICLE SEVEN
	TRUSTEE
SECTION 7.01.	Duties of Trustee.	35
SECTION 7.02.	Rights of Trustee.	37
SECTION 7.03.	Individual Rights of Trustee.	38
SECTION 7.04.	Trustee’s Disclaimer.	38
SECTION 7.05.	Notice of Defaults.	39
SECTION 7.06.	Reports by Trustee to Holders.	39
SECTION 7.07.	Compensation and Indemnity.	39
SECTION 7.08.	Replacement of Trustee.	40
SECTION 7.09.	Successor Trustee by Consolidation, Merger, etc.	42
SECTION 7.10.	Eligibility; Disqualification.	42
SECTION 7.11.	Preferential Collection of Claims Against Company.	42
SECTION 7.12.	Paying Agents.	42
	ARTICLE EIGHT
	MODIFICATION AND WAIVER
SECTION 8.01.	Without Consent of Holders.	43
SECTION 8.02.	With Consent of Holders.	43
SECTION 8.03.	Compliance with Trust Indenture Act.	45
SECTION 8.04.	Revocation and Effect of Consents.	45
SECTION 8.05.	Notation on or Exchange of Notes.	45
SECTION 8.06.	Trustee To Sign Amendments, etc.	45
	ARTICLE NINE
	DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 9.01.	Discharge of Liability on Notes; Defeasance.	46
SECTION 9.02.	Conditions to Defeasance.	47
SECTION 9.03.	Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.	49
SECTION 9.04.	Reinstatement.	49
SECTION 9.05.	Moneys Held by Paying Agent.	49
SECTION 9.06.	Moneys Held by Trustee.	50
	ARTICLE TEN
	MISCELLANEOUS
SECTION 10.01.	Trust Indenture Act Controls.	50
SECTION 10.02.	Notices.	51
SECTION 10.03.	Communications by Holders with Other Holders.	52
SECTION 10.04.	Certificate and Opinion as to Conditions Precedent.	52
SECTION 10.05.	Statements Required in Certificate and Opinion.	52

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		Page
SECTION 10.06.	Rules by Trustee and Agents.	53
SECTION 10.07.	Legal Holidays.	53
SECTION 10.08.	Governing Law.	53
SECTION 10.09.	No Adverse Interpretation of Other Agreements.	53
SECTION 10.10.	Successors.	53
SECTION 10.11.	Multiple Counterparts.	53
SECTION 10.12.	Table of Contents, Headings, etc.	54
SECTION 10.13.	Separability.	54
	EXHIBITS
Exhibit A-1.	Form of 2009 Note	A-1-1
Exhibit A-2.	Form of 2014 Note	A-2-1
Exhibit B.	Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes	B-1
Exhibit C.	Form of Legend for Regulation S Note	C-1
Exhibit D.	Form of Legend for Global Note	D-1
Exhibit E.	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S	E-1
Exhibit F.	Form of Certificate from Acquiring Institutional Accredited Investor	G-1

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INDENTURE, dated as of March 10, 2004, among R. R. Donnelley & Sons Company, a Delaware corporation, as issuer (the “Company”) and LaSalle Bank National Association, a national banking association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“2009 Notes” means the Initial 2009 Notes and the Additional 2009 Notes.

“2014 Notes” means the Initial 2014 Notes and the Additional 2014 Notes.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent, or agent for service or notices and demands.

“amend” means amend, modify, supplement, restate or amend and restate, including successively; and “amending” and “amended” have correlative meanings.

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Lease-Back Transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. Federal or state law or law of any other jurisdiction relating to bankruptcy, insolvency, winding-up, liquidation, reorganization or relief of debtors.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banking institutions in New York City are authorized or required by law to close.

“Commission” means the U.S. Securities and Exchange Commission.

“Company” means the party named as such in the first paragraph of this Indenture, until a successor replaces such party pursuant to Article Five and thereafter means the successor.

“Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means, as of any particular time, the total amount of assets (less applicable reserves) after deducting therefrom (a) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and excluding current maturities of long-term indebtedness), and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as shown in the audited consolidated balance sheet of the Company and subsidiaries contained in the Company’s then most recent annual report to stockholders, except that assets shall include an amount equal to the Attributable Debt in respect of any Sale and Lease-Back Transaction not capitalized on such balance sheet.

“Corporate Trust Office” means the principal office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located at LaSalle Bank National Association, 135 South LaSalle Street, Suite 1960, Chicago, Illinois 60603, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“corporation” includes corporations, associations, companies (including any limited liability company), business trusts and limited partnerships.

-2-

“Custodian” means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Depository” means, with respect to the Notes issued in the form of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Company, which Person must be a clearing agency registered under the Exchange Act.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means with respect to the Initial Notes, notes issued in exchange for the Initial Notes pursuant to the terms of the Registration Rights Agreement or, with respect to any Additional Notes, notes issued in exchange for such Additional Notes pursuant to the terms of a registration rights agreement among the Company and the initial purchasers of such Additional Notes.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Government Obligations” means any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States or any certificate of deposit for any of the foregoing.

“Holder” or “noteholder” means the Person in whose name a Note is registered on the Note register.

“Indenture” means this Indenture as amended, restated or supplemented from time to time.

“Initial 2009 Notes” means the $400,000,000 aggregate principal amount of the 3.75% Notes due 2009 of the Company.

“Initial 2014 Notes” means the $600,000,000 aggregate principal amount of the 4.95% Notes due 2014 of the Company.

“Initial Notes” means the Initial 2009 Notes and the Initial 2014 Notes.

“Initial Purchasers” means Citigroup Global Markets Inc., Fleet Securities, Inc., J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., ABN AMRO Incorporated,

-3-

Tokyo-Mitsubishi International plc, BNP Paribas Securities Corp., Credit Lyonnais Securities (USA) Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc.

“interest” means, with respect to the Notes, interest and Additional Interest.

“Interest Payment Date” means April 1 and October 1 of each year.

“Issue Date” means the date on which the Notes are initially issued (exclusive of any Additional Notes).

“Maturity Date” when used with respect to any Note, means the date on which the principal amount of such Note becomes due and payable as therein or herein provided.

“Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S.

“Notes” means the 3.75% Notes Due 2009 (including, without limitation, any Additional 2009 Notes), the 4.95% Notes Due 2014 (including, without limitation, any Additional 2014 Notes), and the Exchange Notes issued by the Company pursuant to this Indenture.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President, the Treasurer or the Secretary of the specified Person.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company, and who shall be reasonably acceptable to the Trustee.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Physical Notes” means certificated 2009 Notes or 2014 Notes in registered form in substantially the form set forth in Exhibit A-1 and Exhibit A-2, as the case may be.

“Place of Payment”, when used with respect to the Notes, means the place or places where the principal of (and premium, if any) and interest on the Notes are payable as specified as contemplated by Section 2.01.

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“Principal Property” means any manufacturing plant or manufacturing facility located within the United States of America, having a gross book value in excess of 1% of Consolidated Net Tangible Assets at the time of determination thereof and owned by the Company or any Restricted Subsidiary, in each case other than (1) any such plant or facility which, in the opinion of the Board of Directors of the Company, is not of material importance to the total business conducted by the Company and its Restricted Subsidiaries taken as a whole, or (2) any portion of such plant or facility similarly found not to be of material importance to the use or operation thereof.

“Private Placement Legend” means the legend initially set forth on the Rule 144A Notes and Other Notes that are Restricted Notes in the form set forth in Exhibit B.

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A promulgated under the Securities Act.

“Redemption Date” when used with respect to any Note to be redeemed pursuant to paragraph 5 of the Notes means the date fixed for such redemption pursuant to the terms of the Notes.

“Redemption Price”, when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registration Rights Agreement” means the registration rights agreement, dated the Issue Date, among the Company and the Initial Purchasers.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer assigned by the Trustee to administer corporate trust matters and any other officer of the Trustee to administer corporate trust matters and to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Note” has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

“Restricted Subsidiary” means any Subsidiary (a) substantially all of the property of which is located, or substantially all of the business of which is carried on, within the United States of America (other than its territories or possessions and other than Puerto Rico) and (b) which owns a Principal Property; provided, however, that any Subsidiary which is principally engaged in financing operations outside the United States of America or which is principally engaged in leasing or financing installment receivables shall not be deemed a Restricted Subsidiary for purposes of this Indenture.

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“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Stated Maturity” means (a) with respect to any debt security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the Company unless such contingency has occurred) and (b) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.03).

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

SECTION 1.02. Other Definitions.

The definitions of the following terms may be found in the sections indicated as follows:

Term	Defined in Section
“2009 Regulation S Global Note”	2.16
“2014 Regulation S Global Note”	2.16
“2009 Regulation S Notes”	2.02
“2014 Regulation S Notes”	2.02
“2009 Restricted Global Note”	2.16

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“2014 Restricted Global Note”	2.16
“2009 Rule 144A Notes”	2.02
“2014 Rule 144A Notes”	2.02
“Additional Notes”	2.01
“Additional 2009 Notes”	2.01
“Additional 2014 Notes”	2.01
“Agent Members”	2.16
“Base Currency”	10.13
“Covenant Defeasance”	9.01
“Events of Default”	6.01
“First Currency”	10.14
“Global Notes”	2.16
“indebtedness”	4.06
“judgment currency”	10.13
“Legal Defeasance”	9.01
“Legal Holiday”	10.07
“mortgage”	4.06
“Notice of Default”	6.01
“Paying Agent”	2.04
“Registrar”	2.04
“Regulation S Global Note”	2.16
“Regulation S Notes”	2.02
“Restricted Global Note”	2.16
“Rule 144A Notes”	2.02
“Sale and Lease-Back Transaction”	4.07

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture securityholder” means a Holder.

“indenture to be qualified” means this Indenture.

“obligor on this indenture securities” means the Company or any other obligor on the Notes.

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All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings therein assigned to them.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires:

(i) a term has the meaning assigned to it herein, whether defined expressly or by reference;

(ii) “or” is not exclusive;

(iii) words in the singular include the plural, and in the plural include the singular;

(iv) words used herein implying any gender shall apply to both genders;

(v) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subsection;

(vi) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(vii) “$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts; and

(viii) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Interest to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof.

ARTICLE TWO

THE SECURITIES

SECTION 2.01. Amount of Notes.

The Trustee shall initially authenticate Notes for original issue on the Issue Date in an aggregate principal amount of (i) $400,000,000 of the 2009 Notes and (ii)

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$600,000,000 of the 2014 Notes upon a written order of the Company in the form of an Officers’ Certificate of the Company (other than as provided in Section 2.08). The Trustee shall authenticate additional 2009 Notes (“Additional 2009 Notes”) and additional 2014 Notes (“Additional 2014 Notes” and, together with the Additional 2009 Notes, the “Additional Notes”) thereafter in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture) for original issue upon a written order of the Company in the form of an Officers’ Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.08). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated.

SECTION 2.02. Form and Dating.

The 2009 Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1, which is incorporated in and forms a part of this Indenture. The 2014 Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-2, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Without limiting the generality of the foregoing, the 2009 Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“2009 Rule 144A Notes”), and the 2014 Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“2014 Rule 144A Notes” and, together with the 2009 Rule 144A Notes, the “Rule 144A Notes”) shall bear the legend and include the form of assignment set forth in Exhibit B, the 2009 Notes offered and sold in offshore transactions in reliance on Regulation S (“2009 Regulation S Notes”) and the 2014 Notes offered and sold in offshore transactions in reliance on Regulation S (“2014 Regulation S Notes” and, together with the 2009 Regulation S Notes, the “Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit C. Each Note shall be dated the date of its authentication.

The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby.

The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.

SECTION 2.03. Execution and Authentication.

The Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Notes may be manual or facsimile.

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If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

The Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof.

SECTION 2.04. Registrar and Paying Agent.

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Company, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have one or more additional Paying Agents. The term “Paying Agent” includes any additional Paying Agent.

The Company shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07.

The Company initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Notes and this Indenture and the Company may change the Paying Agent without prior notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent.

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SECTION 2.05. Paying Agent To Hold Money in Trust.

Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and the Company and the Paying Agent shall notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require the Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders; provided that, as long as the Trustee is the Registrar, no such list need be furnished.

SECTION 2.07. Transfer and Exchange.

Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06 or 8.05 (in which events the Company shall be

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responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the redemption of Notes, except the unredeemed portion of any Note being redeemed in part.

Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry.

Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any Federal or state securities laws.

SECTION 2.08. Replacement Notes.

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the Holder of such Note furnishes to the Company and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Company, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Company, the Trustee or any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Company may charge such Holder for the Company’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Company for the Trustee’s expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute a contractual obligation of the Company.

SECTION 2.09. Outstanding Notes.

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company.

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If the Paying Agent holds, in its capacity as such, on any Maturity Date, money sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by the Company or any other Affiliate of the Company shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which a Responsible Officer of the Trustee has actually received an Officers’ Certificate stating that such Notes are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Notes and that the pledgee is not the Company any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11. Temporary Notes.

Until definitive Notes are prepared and ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.12. Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall deliver such canceled Notes to the Company. The Company may not reissue or resell, or issue new Notes to replace Notes that the Company has redeemed or paid, or that have been delivered to the Trustee for cancellation.

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SECTION 2.13. Defaulted Interest.

If the Company defaults on a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Company shall fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10 days before such special record date, the Company shall mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.14. CUSIP Number.

The Company in issuing the Notes may use a “CUSIP” number, and if so, such CUSIP number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any such CUSIP number used by the Company in connection with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15. Deposit of Moneys.

Prior to 11:00 a.m., New York City time, on each Interest Payment Date and Maturity Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date or Maturity Date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

SECTION 2.16. Book-Entry Provisions for Global Notes.

(a) The 2009 Rule 144A Notes shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “2009 Restricted Global Note”). The 2014 Rule 144A Notes shall be represented by one or more Notes in registered,

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global form without interest coupons (collectively, the “2014 Restricted Global Note” and, together with the 2009 Restricted Global Note, the “Restricted Global Note”). The 2009 Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “2009 Regulation S Global Note”). The 2014 Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “2014 Regulation S Global Note” and, together with the 2009 Regulation S Global Note, the “Regulation S Global Note”). The Restricted Global Note and the Regulation S Global Note and any other global notes representing the Notes (collectively, the “Global Notes”) shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes.

Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.17. In addition, a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, with respect to (x) or (y), the Company thereupon fails to appoint a successor depository within 90 days of such notice or cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Notes in exchange for any or all of the Notes represented by the Global Notes or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures).

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(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Notes of like tenor and amount.

(d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations.

(e) Any Physical Note constituting a Restricted Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a) and (c) of Section 2.17, bear the Private Placement Legend or, in the case of the Regulation S Global Note, the legend set forth in Exhibit C, in each case, unless the Company determines otherwise in compliance with applicable law.

(f) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(g) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

SECTION 2.17. Special Transfer Provisions.

(a) Transfers to QIBs. The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

(i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or to a transferee who has advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it

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exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

(ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

(b) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Note to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

(i) the Registrar shall register the transfer of any Note constituting a Restricted Note whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date) or (y)(1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit G hereto and any legal opinions and certifications required thereby or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit E hereto; and

(ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by Section 2.17(b)(i) and (y) written instructions given in accordance with the Depositary’s and the Registrar’s procedures; whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred and (b) the Company shall execute and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount; and

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(iii) in the case of a transfer to a Non-U.S. Person, if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in a Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

(c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Note has been sold pursuant to an effective registration statement under the Securities Act and the Registrar has received an Officers’ Certificate from the Company to such effect or (iii) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor an Affiliate of the Company has held any beneficial interest in such Note or portion thereof at any time since the Issue Date).

(d) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

(e) Certain Transfers in Connection with and After the Exchange Offer under the Registration Rights Agreement. Notwithstanding any other provision of this Indenture:

(i) no Exchange Notes may be exchanged by the Holder thereof for a Note issued on the Issue Date;

(ii) accrued and unpaid interest on the Notes issued on the Issue Date being exchanged in the exchange offer contemplated by the Registration Rights Agreement (the “Exchange Offer”) shall be due and payable on the next Interest Payment Date for the Exchange Notes following the Exchange Offer and shall be paid to the Holder on the relevant record date of the Exchange Notes issued in respect of the Note issued on the Issue Date being exchanged; and

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(iii) interest on the Note issued on the Issue Date being exchanged in the Exchange Offer shall cease to accrue on the date of completion of the Exchange Offer and interest on the Exchange Notes to be issued in the Exchange Offer shall accrue from the date of the completion of the Exchange Offer.

The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18. Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed.

ARTICLE THREE

REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

If the Company elects to redeem 2009 Notes or 2014 Notes, as the case may be, pursuant to paragraph 5 of the 2009 Notes or paragraph 5 of the 2014 Notes, at least 30 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 60 days before the Redemption Date, the Company shall notify the Trustee in writing of the Redemption Date, the principal amount of such Notes to be redeemed and the Redemption Price, and deliver to the Trustee, no later than two Business Days prior to the redemption date, an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 5 of the respective Notes. Notice given to the Trustee pursuant to this Section 3.01 may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

The Trustee shall select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of the Depository). The Trustee shall promptly notify the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $1,000. Notes and portions thereof the Trustee selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For all purposes of this Indenture unless the

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context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

At least 30 days, and no more than 60 days, before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04.

The notice shall identify the Notes to be redeemed (including the CUSIP numbers thereof) and shall state:

(i) the Redemption Date;

(ii) the appropriate calculation of the Redemption Price;

(iii) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(iv) the name and address of the Paying Agent;

(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(vi) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(vii) if such notice is conditioned upon the occurrence of one or more conditions precedent, the nature of such conditions precedent; and

(viii) the aggregate principal amount of Notes that are being redeemed.

At the Company’s written request made at least five Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole expense.

SECTION 3.04. Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption

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Price, including any premium, plus interest accrued to the Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price, including any premium, plus interest accrued to the Redemption Date; provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date; and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. Such notice, if mailed in the manner provided in Section 3.03, shall be conclusively presumed to have been given whether or not the Holder receives such notice.

SECTION 3.05. Deposit of Redemption Price.

On or prior to 11:00 A.M., New York City time, on each Redemption Date, the Company shall deposit with the Paying Agent in immediately available funds money sufficient to pay the Redemption Price of, including premium, if any, and accrued interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation.

On and after any Redemption Date, if money sufficient to pay the Redemption Price of, including premium, if any, and accrued interest on Notes called for redemption shall have been made available in accordance with the immediately preceding paragraph, the Notes called for redemption will cease to accrue interest and the only right of the Holders of such Notes will be to receive payment of the Redemption Price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note surrendered, except that if a Global Note is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the Depository, a new Global Note in denomination equal to and in exchange for the unredeemed portion of the principal of the Global Note so surrendered.

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SECTION 3.07. Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE FOUR

COVENANTS

SECTION 4.01. Payment of Principal, Premium and Interest.

The Company covenants and agrees that it will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 4.02. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for Notes an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Notes for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 4.03. Corporate Existence.

Subject to Article Five, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a corporation.

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SECTION 4.04. Money for Notes Payments To Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to the Notes, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have a Paying Agent for the Notes, it will, prior to each due date of the principal of (and premium, if any) or interest on the Notes, deposit with the Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause the Paying Agent, other than the Trustee, to execute and deliver to the Trustee an instrument in which the Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that the Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company in the making of any payment of principal (and premium, if any) or interest on the Notes; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct the Paying Agent to pay, to the Trustee all sums held in trust by the Company or the Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or the Paying Agent; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or the Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on the Notes and remaining unclaimed for three years after such principal (and premium, if any) or

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interest has become due and payable shall be paid to the Company on Company Order, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or the Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or the Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 4.05. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Restricted Subsidiary or upon the income, profits or property of the Company or any Restricted Subsidiary, and (2) all lawful claims against the Company or any Restricted Subsidiary for labor, materials and supplies which in the case of either clause (1) or (2) of this Section, if unpaid, might by law become a lien upon a Principal Property; provided, however, that neither the Company nor any Restricted Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 4.06. Restrictions on Secured Debt.

(a) The Company will not, nor will it permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any indebtedness for borrowed money (hereinafter called “indebtedness”) secured by a mortgage, security interest, pledge or lien (hereinafter called “mortgage”) of or upon any Principal Property or on any shares of capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of capital stock or indebtedness is now owned or hereafter acquired) without in any such case making or causing to be made effective provision (and the Company covenants that in any such case it shall make or cause to be made effective provision) whereby the Notes (together with, if the Company shall so determine, any other indebtedness created, incurred, issued, assumed or guaranteed by the Company or any Restricted Subsidiary and then existing or thereafter created) shall be secured equally and ratably with (or, at the option of the Company, prior to) such indebtedness, so long as such indebtedness shall be so secured.

(b) The provisions of paragraph (a) of this Section shall not, however, apply to any indebtedness secured by any one or more of the following:

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(1) mortgages of or upon any property acquired, constructed or improved by, or of or upon any shares of capital stock or indebtedness acquired by, the Company or any Restricted Subsidiary after the date of this Indenture (A) to secure the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Company or any Restricted Subsidiary, or (B) to secure any indebtedness issued, assumed or guaranteed by the Company or any Restricted Subsidiary prior to, at the time of, or within 180 days after (i) in the case of property, the later of the acquisition, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided that in the case of any such acquisition, construction or improvement the mortgage shall not apply to any property, shares of capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located;

(2) mortgages of or upon any property, shares of capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary;

(3) mortgages of or upon any property of a corporation existing at the time such corporation is merged with or into or consolidated with the Company or any Restricted Subsidiary or existing at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Company or any Restricted Subsidiary;

(4) mortgages of or upon any property of, or shares of capital stock or indebtedness of, a corporation existing at the time such corporation becomes a Restricted Subsidiary;

(5) mortgages to secure indebtedness of any Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(6) mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the

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purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred in connection with pollution control, industrial revenue or similar financings); and

(7) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing clauses (1) through (6), inclusive, provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed or replaced.

(c) Notwithstanding the provisions of paragraph (a) of this Section 4.06, the Company or any Restricted Subsidiary may, without equally and ratably securing the Notes, issue, assume or guarantee indebtedness secured by a mortgage not excepted by clauses (1) through (7) of paragraph (b) of this Section 4.06, if the aggregate amount of such indebtedness, together with all other indebtedness of, or indebtedness guaranteed by, the Company and its Restricted Subsidiaries existing at such time and secured by mortgages not so excepted and the Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions permitted by clause (i) of Section 4.07 and other than Sale and Lease-Back Transactions the proceeds of which have been applied in accordance with clause (iii) of Section 4.07), does not at the time exceed 15% of Consolidated Net Tangible Assets.

SECTION 4.07. Restrictions on Sale and Lease-Back Transactions.

The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property, whether now owned or hereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person with the intention of taking back a lease of such property (herein referred to as a “Sale and Lease-Back Transaction”) unless (i) the Company or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of Section 4.06(b), without equally and ratably securing the Notes, to issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the Company or such Restricted Subsidiary

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would (at the time of entering into such arrangement) be entitled pursuant to Section 4.06(c), without equally and ratably securing the Notes, to issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction or (iii) the Company shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of indebtedness incurred or assumed by the Company or any Restricted Subsidiary (other than indebtedness owned by the Company or any Restricted Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such indebtedness, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property.

SECTION 4.08. Reports to Holders.

The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

So long as any of the Notes remain restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, the Company will make available upon request to any prospective purchaser of Notes or beneficial owner of Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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All references in this Agreement to the filing of documents with the Commission includes, at such time as is permitted pursuant to this Section, the delivering of the same to the Trustee.

SECTION 4.09. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of Sections 4.06 and 4.07 hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 4.10. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 4.06 and 4.07 with respect to the Notes if before the time for such compliance the Holders of a majority in principal amount of the outstanding Notes shall, by act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01. Consolidation, Merger and Sale of Assets.

The Company may consolidate or merge with or into any other corporation, or lease, sell or transfer all or substantially all of its property and assets if:

(a) the corporation formed by such consolidation or into which the Company is merged, or the party which acquires by lease, sale or transfer all or substantially all of the Company’s property and assets is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia;

(b) the corporation formed by such consolidation or into which the Company is merged, or the party which acquires by lease, sale or transfer all or substantially all of the Company’s property and assets, agrees to pay the principal of, and any

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premium and interest on, the Notes and perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee a supplemental indenture; and

(c) immediately after giving effect to such transaction and treating indebtedness for borrowed money which becomes the Company’s obligation or an obligation of a Restricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing.

If, upon any such consolidation or merger, or upon any such lease, sale or transfer as provided above, any Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, owned immediately prior to the transaction, would thereupon become subject to any mortgage, security interest, pledge or lien securing any indebtedness for borrowed money of, or guaranteed by, such other corporation or party (other than any mortgage, security interest, pledge or lien permitted as described Section 4.06 hereof), the Company, prior to such consolidation, merger, lease, sale or transfer, will, by executing and delivering to the Trustee a supplemental indenture, secure the due and punctual payment of the principal of, and any premium and interest on, the Notes (together with, if the Company decides, any other indebtedness of, or guaranteed by, the Company or any Restricted Subsidiary and then existing or thereafter created) equally and proportionately with (or, at the Company’s option, prior to) the indebtedness secured by such mortgage, security interest, pledge or lien.

ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

The following events shall be “Events of Default”:

(1) a failure to pay interest upon the 2009 Notes or the 2014 Notes, as the case may be, that continues for a period of 30 days after payment is due;

(2) a failure to pay the principal or premium, if any, on the 2009 Notes or the 2014 Notes, as the case may be, when due upon maturity, redemption, acceleration or otherwise;

(3) a failure to comply with any of the Company’s other agreements contained in this Indenture applicable to the 2009 Notes or the 2014 Notes, as the case may be, for a period of 90 days after written notice to the Company of such failure

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from the Trustee (or to the Company and the Trustee from the holders of at least 25% of the principal amount of the 2009 Notes or the 2014 Notes, as the case may be) specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(4) the Company pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary insolvency proceeding;

(B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding or consents to its dissolution or winding-up;

(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D) makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency; provided, however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary, other than as part of a credit reorganization, shall not constitute an Event of Default under this Section 6.01(4); and

(5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary insolvency proceeding;

(B) appoints a Custodian of the Company or for any substantial part of its property;

(C) orders the winding-up, liquidation or dissolution of the Company;

(D) orders the presentation of any plan or arrangement, compromise or reorganization of the Company; or

(E) grants any similar relief under any foreign laws;

and in each such case the order or decree remains unstayed and in effect for 90 days;

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

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SECTION 6.02. Acceleration of Maturity; Rescission.

If an Event of Default with respect to the Notes (other than an Event of Default specified in Sections 6.01(4) and 6.01(5)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the 2009 Notes or the 2014 Notes, as the case may be, then outstanding may declare to be immediately due and payable the principal amount of all the 2009 Notes or the 2014 Notes, as the case may be, then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(4) and 6.01(5) shall occur, such amount with respect to all the 2009 Notes or the 2014 Notes, as the case may be, shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered Holders of a majority in aggregate principal amount of the 2009 Notes or the 2014 Notes, as the case may be, then outstanding may rescind and annul such acceleration if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal, premium or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(4) or (5), the Trustee shall have received an Officers’ Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.

SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or

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premium, if any, and interest on the 2009 Notes or the 2014 Notes, as the case may be, or to enforce the performance of any provision of the Notes or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. Any such proceeding instituted by the Trustee may be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements of the Trustee and its counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative, to the extent permitted by law. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Company.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

Provided the Notes are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the then outstanding 2009 Notes or the 2014 Notes, as the case may be, may on behalf of the Holders of all the affected Notes waive any past Default with respect to such Notes and its consequences by providing written notice thereof to the Company and the Trustee, except a Default (1) in the payment of interest on or the principal of any Note or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. In the case of any such waiver, the Company, the Trustee and the Holders of the 2009 Notes or the 2014 Notes, as the case may be, will be restored to their former positions and rights under this Indenture, respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

SECTION 6.05. Control by Majority.

The Holders of at least a majority in aggregate principal amount of the outstanding 2009 Notes or the 2014 Notes, as the case may be, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of the affected Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of the Notes.

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SECTION 6.06. Limitation on Suits.

No Holder of Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless:

(1) the Holder gives the Trustee written notice of a continuing Event of Default,

(2) the Holders of at least 25% in aggregate principal amount of outstanding 2009 Notes or the 2014 Notes, as the case may be, make a written request to the Trustee to institute such proceeding or pursue such remedy as trustee,

(3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense,

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity, and

(5) during such 60-day period the Holders of at least a majority in aggregate principal amount of the outstanding 2009 Notes or the 2014 Notes, as the case may be, do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due date expressed in such Note.

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, manager, trustee, officer, employee, member, partner or stockholder of the Company shall have any liability for any obligations of the Company under the Notes, or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under the U.S. federal securities laws.

SECTION 6.08. Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of or premium, if any, or interest, if any, on such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes shall not be impaired or affected without the consent of the Holder.

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SECTION 6.09. Collection Suit by Trustee.

If an Event of Default in payment of principal, premium or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company (or any other obligor on the Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid.

SECTION 6.10. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and, unless prohibited by law, shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

SECTION 6.11. Priorities.

If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

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SECOND: to Holders for amounts due and unpaid on the affected Notes for principal, premium, if any, and interest (including Additional Interest, if any) as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

THIRD: to the Company.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only such duties as are specifically set forth in this Indenture and no others.

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(2) In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate, subject to the requirement in the preceding sentence, if applicable.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of Section 7.01(b).

(2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction of the Holders of a majority in aggregate principal amount of the Notes received by it pursuant to the terms hereof.

(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, Sections 7.01(a), (b), (c) and (e) shall govern every provision of this Indenture that in any way relates to the Trustee.

(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request.

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(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

SECTION 7.02. Rights of Trustee.

Subject to Section 7.01:

(1) The Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.

(4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(5) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to the Notes or this Indenture shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(6) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder.

(7) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if

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the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(8) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(9) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(10) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not suspended.

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with the either of the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes and it shall not be accountable for the Company’s use of the proceeds from the sale of Notes or any money paid to the Company pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Notes or this Indenture other than its certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility and Qualification on Form T-1 to be supplied to the Company will be true and accurate subject to the qualifications set forth therein.

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SECTION 7.05. Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall give to each Holder a notice of the Default within 90 days after it occurs in the manner and to the extent provided in the TIA and otherwise as provided in this Indenture. Except in the case of a Default in payment of the principal of or interest on any Note (including payments pursuant to a redemption or repurchase of the Notes pursuant to the provisions of this Indenture), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.06. Reports by Trustee to Holders.

If required by TIA § 313(a), within 60 days after June 15 of any year, commencing 2004 the Trustee shall mail to each Holder a brief report dated as of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d).

Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1) to all Holders of Notes, as the names and addresses of such Holders appear on the Registrar’s books; and

(2) to such Holders of Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Notes are listed. The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

The Company shall pay to the Trustee and Agents from time to time such compensation for their services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as shall be agreed upon in writing. The Company shall reimburse the Trustee and Agents upon request for all reasonable disbursements, expenses and advances incurred or made by them in connection with the Trustee’s duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel, except any expense disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith.

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The Company shall fully indemnify each of the Trustee and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Company in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or Agent for which it may seek indemnity; provided that the failure by the Trustee or Agent to so notify the Company shall not relieve the Company of its obligations hereunder except to the extent the Company is actually prejudiced thereby. In the event that a conflict of interest exists, the Trustee may have separate counsel, which counsel must be reasonably acceptable to the Company and the Company shall pay the reasonable fees and expenses of such counsel.

Notwithstanding the foregoing, the Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own willful misconduct, negligence or bad faith.

To secure the payment obligations of the Company in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee and such money or property held in trust to pay principal of and interest on particular Notes.

The obligations of the Company under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be the liability of the Company and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

The Trustee shall comply with Section 313(b) of the TIA, to the extent applicable.

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The Trustee may resign by so notifying the Company in writing no later than 15 Business Days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the Company and the removed Trustee in writing and may appoint a successor Trustee with the Company’s written consent, which consent shall not be unreasonably withheld. The Company may remove the Trustee at its election if:

(1) the Trustee fails to comply with Section 7.10 or Section 310 of the TIA;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief entered with respect to the Trustee under Bankruptcy Law;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction, in the case of the Trustee, for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

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SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5) in every respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $50 million as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA § 310(b), including the provision in § 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311 (b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12. Paying Agents.

The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12:

(A) that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Company or by any obligor on the Notes) in trust for the benefit of Holders of the Notes or the Trustee;

(B) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and

(C) that it will give the Trustee written notice within three (3) Business Days of any failure of the Company (or by any obligor on the Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable.

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ARTICLE EIGHT

MODIFICATION AND WAIVER

SECTION 8.01. Without Consent of Holders.

The Company and the Trustee may modify and amend this Indenture without the consent of any Holder, for any of the following purposes:

(i) to cure any ambiguity, omission, defect or inconsistency in this Indenture;

(ii) to comply with Section 5.01;

(iii) to provide for uncertificated Notes, in addition to or in place of certificated Notes;

(iv) to secure the Notes under this Indenture;

(v) to add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company;

(vi) to make any change that does not adversely affect the rights of any Holder of the Notes in any material respect;

(vii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

(viii) to provide for the issuance of Additional Notes in accordance with this Indenture, including the issuance of Additional Notes as restricted securities under the Securities Act and substantially identical Additional Notes pursuant to an Exchange Offer registered with the Commission; or

(ix) to evidence and provide the acceptance of the appointment of a successor Trustee under Section 7.09.

SECTION 8.02. With Consent of Holders.

(a) This Indenture may be amended with the consent of the registered Holders of a majority in aggregate principal amount of the then outstanding 2009 Notes or the 2014 Notes, as the case may be (including consents obtained in connection with a tender offer or exchange offer for such Notes), and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and under Section 8.02(b) below) with the consent of the registered Holders of at least a majority in aggregate principal amount of the then outstanding 2009 Notes or the 2014 Notes, as the case may be.

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(b) However, without the consent of each Holder of an outstanding Note, no amendment may,

(i) change the due date of the principal of, or any installment of principal of or interest on, the 2009 Notes or the 2014 Notes, as the case may be;

(ii) reduce the principal amount of, or any premium or interest rate on, the 2009 Notes or the 2014 Notes, as the case may be;

(iii) change the place or currency of payment of principal of, or any premium or interest on, the 2009 Notes or the 2014 Notes, as the case may be;

(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the 2009 Notes or the 2014 Notes, as the case may be, after the due date thereof; or

(v) reduce the percentage in principal amount of the then outstanding 2009 Notes or the 2014 Notes, as the case may be, the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.

(c) The consent of the Holders of the Notes shall not be necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment.

(d) After an amendment that requires the consent of the Holders of the affected Notes becomes effective, the Company shall mail to each registered Holder of the affected Notes at such holder’s address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all Holders of such Notes, or any defect therein, shall not impair or affect the validity of the amendment.

(e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

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SECTION 8.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the 2009 Notes or the 2014 Notes, as the case may be, shall comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

(a) After an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Note is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Note.

(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent of the requisite number of Holders has been obtained.

SECTION 8.05. Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the Company) shall request the Holder of the Note (in accordance with the specific written direction of the Company) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not affect the rights, duties, liabilities or immunities of the Trustee. If it does affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign such amendment, supplement or waiver. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating, in addition to the matters

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required by Section 10.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to customary exceptions).

ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Liability on Notes; Defeasance.

(a) This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder when:

(i) either (x) all 2009 Notes or all 2014 Notes, as the case may be, that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (y) all 2009 Notes or all 2014 Notes, as the case may be, that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the affected Notes, cash in U.S. dollars, non-callable Government Obligations, or a combination of cash in U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(ii) no Default or Event of Default has occurred and is continuing on the date of the deposit;

(iii) the Company has paid or caused to be paid all sums payable by it under this Indenture; and

(iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the 2009 Notes or the 2014 Notes, as the case may be, at maturity or the redemption date, as the case may be.

In addition, the Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied and at the cost and expense of the Company.

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(b) Subject to Sections 9.01(c) and 9.02, the Company may at any time elect to terminate some or all of its obligations under the outstanding Notes and this Indenture (hereinafter, “Legal Defeasance”) except for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the TIA. The Company may terminate its obligations (i) under Sections 4.06 through 4.08, and (ii) under Section 6.01(4) and (5) (with respect to Restricted Subsidiaries) on a date the conditions set forth in Section 9.02 are satisfied (hereinafter, “Covenant Defeasance”) and thereafter, any omission to comply with any covenant referred to in clause (ii) above will not constitute a Default or an Event of Default with respect to the Notes. The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option.

(c) If the Company exercises its Legal Defeasance option, payment of the 2009 Notes or the 2014 Notes, as the case may be, may not be accelerated because of an Event of Default with respect thereto.

(d) Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

(e) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05 and 9.06 shall survive until such time as the 2009 Notes or the 2014 Notes, as the case may be, have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 9.05 and 9.06 shall survive.

SECTION 9.02. Conditions to Defeasance.

The Legal Defeasance option or the Covenant Defeasance option, in Section 9.01 may be exercised only if:

(a) the Company irrevocably deposits in trust with the Trustee money or Government Obligations, or a combination thereof, for the payment of principal of and interest on the 2009 Notes or the 2014 Notes, as the case may be, to maturity or redemption, as the case may be;

(b) the Company delivers to the Trustee a certificate from an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the 2009 Notes or the 2014 Notes, as the case may be, to maturity or redemption, as the case may be;

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(c) 123 days pass after the deposit is made and during the 123-day period no Default described in Section 6.01(5) occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period;

(d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

(e) such deposit does not constitute a default under any other material agreement or instrument binding on the Company;

(f) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the Investment Company Act of 1940;

(g) in the case of an election of Legal Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel stating that:

(1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(2) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law,

to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the affected Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance election and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such election has not occurred;

(h) in the case of an election of Covenant Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the affected Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such election had not occurred; and

(i) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to an election under 9.01 have been complied with as required by this Indenture.

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SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.

All money and Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 9.02(a) or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company any money or Government Obligations held by it as provided in Section 9.02(a) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.04. Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 9.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 9.01; provided that if the Company has made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent.

SECTION 9.05. Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.02(a), to the Company upon a request of the Company, and thereupon the Paying Agent shall be released from all further liability with respect to such moneys.

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SECTION 9.06. Moneys Held by Trustee.

Any moneys deposited with the Trustee or any Paying Agent or then held by the Company in trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder of such Note for two years after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable shall be repaid to the Company upon a request of the Company, or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof, and all liability of the Trustee or the Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or the Paying Agent, before being required to make any such repayment, may, at the expense of the Company either mail to each Holder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.04, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Company. After payment to the Company or the release of any money held in trust by the Company, Holders entitled to the money must look only to the Company for payment as general creditors unless applicable abandoned property law designates another Person.

ARTICLE TEN

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

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SECTION 10.02. Notices.

Except for notice or communications to Holders, any notice or communication shall be given in writing and when received if delivered in person, when receipt is acknowledged if sent by facsimile, on the next Business Day if timely delivered by a nationally recognized courier service that guarantees overnight delivery or two Business Days after deposit if mailed by first-class mail, postage prepaid, addressed as follows:

If to the Company:

R.R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Attn: General Counsel

Fax: (312) 326-8594

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attn: Robert W. Downes

Fax: (212) 558-3588

If to the Trustee, Registrar or Paying Agent:

Mailing Address:

LaSalle Bank National Association

135 South LaSalle Street, Suite 1960

Chicago, Illinois 60603

Attn.: Corporate Trust Administration

Fax: (312) 904-2236

Such notices or communications shall be effective when received and shall be sufficiently given if so given within the time prescribed in this Indenture.

The Company or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the register kept by the Registrar.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.

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In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 10.03. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (except for the issuance of Notes on the Issue Date), if so requested by the Trustee, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate (which shall include the statements set forth in Section 10.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel (which shall include statements to a similar effect as those set forth in Section 10.05(1), (2) and (3) below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with (to the extent such conditions precedent involve legal conclusions).

SECTION 10.05. Statements Required in Certificate and Opinion.

Each certificate with respect to compliance by or on behalf of the Company with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with.

SECTION 10.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions.

SECTION 10.07. Legal Holidays.

A “Legal Holiday” is a Saturday, a Sunday or other day on which (i) commercial banks in the City of New York and the City of Chicago are authorized or required by law to close or (ii) the New York Stock Exchange is not open for trading. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 10.08. Governing Law.

This Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 10.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Company. No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

SECTION 10.10. Successors.

All agreements of the Company in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor.

SECTION 10.11. Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

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SECTION 10.12. Table of Contents, Headings, etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 10.13. Separability.

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

R.R. DONNELLEY & SONS COMPANY
By:	/s/ Robert J. Kelderhouse
	Name:
	Title: Senior Vice President and Treasurer

S-1

LASALLE BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Wayne M. Evans
	Name:
	Title: First Vice President

S-2

EXHIBIT A-1

CUSIP

R.R. DONNELLEY & SONS COMPANY

No. $                                                                     

3.75% NOTE DUE 2009

R.R. DONNELLEY & SONS COMPANY, a Delaware corporation, as issuer (the “Company”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of [                                    ] on April 1, 2009.

Interest Payment Dates: April 1 and October 1.

Record Dates: March 15 and September 15.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by one of its duly authorized officers.

R.R. DONNELLEY & SONS COMPANY
By:
	Name:
	Title:

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Certificate of Authentication

This is one of the 3.75% Notes due 2009 referred to in the within-mentioned Indenture.

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

By:

Dated:

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[FORM OF REVERSE OF NOTE]

R.R. DONNELLEY & SONS COMPANY

3.75% NOTE DUE 2009

1. Interest. R.R. DONNELLEY & SONS COMPANY, a Delaware corporation, as issuer (the “Company”), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 3.75% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including March 10, 2004 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each April 1 and October 1, commencing October 1, 2004. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on March 15 or September 15 immediately preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay to the Paying Agent principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If a Holder has given wire transfer instructions to the Company, the Company may pay, or cause to be paid by the Paying Agent, all principal, interest and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

3. Paying Agent and Registrar. Initially, LaSalle Bank National Association (the “Trustee”) will act as a Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

4. Indenture. The Company issued the Notes under an Indenture dated as of March 10, 2004 (the “Indenture”) between the Company and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

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5. Optional Redemption. The Notes will be redeemable, at the Company’s option, in whole or in part, at any time or from time to time at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 12 basis points, plus accrued interest to the Redemption Date. The Company may provide in such notice that payment of such price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (1) each of Citigroup Global Markets, Inc., Fleet Securities Inc. and J.P. Morgan Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a

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percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.

Any notice to holders of Notes of a redemption hereunder needs to include the appropriate calculation of the Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as described above, must be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the redemption date.

6. Redemption Procedures. The Trustee will select Notes called for redemption on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of the Depository); provided that no Notes of $1,000 or less shall be redeemed in part. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption pursuant to this paragraph 5 hereto become due on the date fixed for redemption. On and after the Redemption Date, interest stops accruing on Notes or portions of them called for redemption.

7. Notice of Redemption. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.

8. Registration Rights. (a) Pursuant to a registration rights agreement among the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), the Company will be obligated to consummate an exchange offer (the “Exchange Offer”) pursuant to which the Holder of this Note shall have the right to exchange this Note for Notes which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Notes. (b) If (i) within 180 days after the issue date of the Notes, the Exchange Offer Registration Statement, has not been filed with the Commission; (ii) within 240 days after the issue date of the Notes, the Exchange Offer Registration Statement, has not been declared effective; (iii) within 280 days after the issue date of the Notes, the Exchange Offer has not been consummated; or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or useable (subject, in the case of the Shelf Registration Statement, to the exceptions set forth in the Registration Rights Agreement) in connection with resales of the Notes or Exchange Notes in accordance with and during the periods specified in Sections 2 and 3 of the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), additional interest (“Additional Interest”) will accrue on the Notes and the Exchange Notes (in addition to the stated interest on the Notes and the Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration

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Defaults have been cured. Additional Interest will accrue at an initial rate of 0.25% per annum of the aggregate principal amount of the Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum of 0.50% per annum.

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture.

10. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

11. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another Person.

12. Amendment, Supplement, Waiver, Etc. The Company and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, providing for the assumption by a successor to the Company of its obligations under the Indenture and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

13. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

14. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the

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request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture occurs, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

15. Trustee Dealings with Company. Subject to certain limitations imposed by the Trust Indenture Act, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

16. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, agent, member or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes.

17. Discharge. The Company’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or Government Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

18. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

19. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee and the Company agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

20. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by

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the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

R.R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Attn: General Counsel

Fax: (312) 326-8594

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attn: Robert W. Downes

Tel: (212) 558-4000

Fax: (212) 558-3588

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ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EXHIBIT A-2

CUSIP

R.R. DONNELLEY & SONS COMPANY

No. $                                                                         

4.95% NOTE DUE 2014

R.R. DONNELLEY & SONS COMPANY, a Delaware corporation, as issuer (the “Company”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of [                                    ] on April 1, 2014.

Interest Payment Dates: April 1 and October 1.

Record Dates: March 15 and September 15.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by one of its duly authorized officers.

R.R. DONNELLEY & SONS COMPANY
By:
	Name:
	Title:

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Certificate of Authentication

This is one of the 4.95% Notes due 2014 referred to in the within-mentioned Indenture.

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

By:

Dated:

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[FORM OF REVERSE OF NOTE]

R.R. DONNELLEY & SONS COMPANY

4.95% NOTE DUE 2014

1. Interest. R.R. DONNELLEY & SONS COMPANY, a Delaware corporation, as issuer (the “Company”), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 4.95% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including March 10, 2004 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each April 1 and October 1, commencing October 1, 2004. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Notes.

2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on March 15 or September 15 immediately preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay to the Paying Agent principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If a Holder has given wire transfer instructions to the Company, the Company may pay, or cause to be paid by the Paying Agent, all principal, interest and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

3. Paying Agent and Registrar. Initially, LaSalle Bank National Association (the “Trustee”) will act as a Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

4. Indenture. The Company issued the Notes under an Indenture dated as of March 10, 2004 (the “Indenture”) between the Company and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

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5. Optional Redemption. The Notes will be redeemable, at the Company’s option, in whole or in part, at any time or from time to time at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis points, plus accrued interest to the Redemption Date. The Company may provide in such notice that payment of such price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (1) each of Citigroup Global Markets, Inc., Fleet Securities Inc. and J.P. Morgan Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.

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Any notice to holders of Notes of a redemption hereunder needs to include the appropriate calculation of the Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as described above, must be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the redemption date.

6. Redemption Procedures. The Trustee will select Notes called for redemption on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of the Depository); provided that no Notes of $1,000 or less shall be redeemed in part. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption pursuant to this paragraph 5 hereto become due on the date fixed for redemption. On and after the Redemption Date, interest stops accruing on Notes or portions of them called for redemption.

7. Notice of Redemption. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.

8. Registration Rights. (a) Pursuant to a registration rights agreement among the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”), the Company will be obligated to consummate an exchange offer (the “Exchange Offer”) pursuant to which the Holder of this Note shall have the right to exchange this Note for Notes which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Notes. (b) If (i) within 180 days after the issue date of the Notes, the Exchange Offer Registration Statement, has not been filed with the Commission; (ii) within 240 days after the issue date of the Notes, the Exchange Offer Registration Statement, has not been declared effective; (iii) within 280 days after the issue date of the Notes, the Exchange Offer has not been consummated; or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or useable (subject, in the case of the Shelf Registration Statement, to the exceptions set forth in the Registration Rights Agreement) in connection with resales of the Notes or Exchange Notes in accordance with and during the periods specified in Sections 2 and 3 of the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), additional interest (“Additional Interest”) will accrue on the Notes and the Exchange Notes (in addition to the stated interest on the Notes and the Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at an initial rate of 0.25% per annum of the aggregate principal amount of the Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum of 0.50% per annum.

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9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture.

10. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

11. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another Person.

12. Amendment, Supplement, Waiver, Etc. The Company and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, providing for the assumption by a successor to the Company of its obligations under the Indenture and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

13. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations.

14. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture occurs, then the principal of

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and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

15. Trustee Dealings with Company. Subject to certain limitations imposed by the Trust Indenture Act, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

16. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, agent, member or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes.

17. Discharge. The Company’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or Government Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

18. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

19. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee and the Company agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

20. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

R.R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Attn: General Counsel

Fax: (312) 326-8594

With a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attn: Robert W. Downes

Tel: (212) 558-4000

Fax: (212) 558-3588

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ASSIGNMENT

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EXHIBIT B

[FORM OF LEGEND FOR 144A SECURITIES AND OTHER SECURITIES THAT ARE

RESTRICTED SECURITIES]

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

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[FORM OF ASSIGNMENT FOR 144A SECURITIES AND OTHER SECURITIES THAT

ARE

RESTRICTED SECURITIES]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

[Check One]

[    ] (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Rule 144A thereunder.

or

[    ] (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

The transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the transferor hereby further certifies that the beneficial interest or certificated Note is being transferred to a Person that the transferor reasonably believed and believes is purchasing the beneficial interest or certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such transfer is in compliance with any applicable securities laws of any state of the United States. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated Note will be subject to the restrictions on transfer enumerated on the Rule 144A Notes and/or the certificated Note and in the Indenture and the Securities Act.

Dated:
	NOTICE:	To be executed by an executive officer

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EXHIBIT C

[FORM OF LEGEND FOR REGULATION S NOTE]

This Note has not been registered under the U.S. Securities Act of 1933, as amended (the “Act”), and, unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

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(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

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[FORM OF ASSIGNMENT FOR REGULATION S NOTE]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax I.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

[Check One]

[    ] (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Regulation S thereunder.

or

[    ] (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied.

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

The transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the transferor hereby further certifies that (i) the transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the transferee was outside the United States or such transferor and any Person acting on its behalf reasonably believed and believes that the transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the restricted period under Regulation S, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated Note will be subject to the restrictions on transfer enumerated on the Regulation S Notes and/or the certificated Note and in the Indenture and the Securities Act.

Dated:
	NOTICE:	To be executed by an executive officer

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EXHIBIT D

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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EXHIBIT E

Form of Certificate To Be Delivered

in Connection with Transfers

            Pursuant to Regulation S            

LaSalle Bank National Association

135 South LaSalle Street, Suite 1960

Chicago, Illinois 60603

Attention: Corporate Trust Administration

Re: R.R. Donnelley & Sons Company, a Delaware corporation, as issuer (the “Company”), [3.75% Notes Due 2009/4.95% Notes Due 2014] (the “Notes”)

Dear Sirs:

In connection with our proposed sale of $             aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) the offer of the Notes was not made to a U.S. person or to a person in the United States;

(2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 904(a) of Regulation S;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised the transferee of the transfer restrictions applicable to the Notes.

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You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferee]

By:

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EXHIBIT F

[FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

R.R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

LaSalle Bank National Association

135 South LaSalle Street, Suite 1960

Chicago, Illinois 60603

Re: [3.75% NOTES DUE 2009/4.95% NOTES DUE 2014]

Reference is hereby made to the Indenture, dated as of March 10, 2004 (the “Indenture”), between R.R. Donnelley & Sons Company, as issuer (the “Company”), and LaSalle Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of:

(a) [    ] a beneficial interest in a Global Note, or

(b) [    ] a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, prior to the expiration of the holding period applicable to sales of the Notes under Rule 144(k) of the Securities Act, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),

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(C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Placement Agents.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

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[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     ,             

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EX-4.5

Exhibit 4.5

EXECUTION COPY

$1,000,000,000

FIVE YEAR REVOLVING CREDIT AGREEMENT

Dated as of February 27, 2004

Among

R.R. DONNELLEY & SONS COMPANY,

as Borrower,

THE BANKS NAMED HEREIN,

as Banks,

CITICORP NORTH AMERICA, INC.,

as Administrative Agent,

BANK ONE, NA,

as Syndication Agent,

BNP PARIBAS,

JPMORGAN CHASE BANK and

FLEET NATIONAL BANK,

as Co-Documentation Agents

and

CITICORP GLOBAL MARKETS INC. and

BANC ONE CAPITAL MARKETS, INC.,

as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01	Certain Defined Terms	6
SECTION 1.02	Computation of Time Periods	14
SECTION 1.03	Accounting Terms.	14
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01	The Advances.	15
SECTION 2.02	Making the Advances.	15
SECTION 2.03	Fees.	16
SECTION 2.04	Reduction and Termination of the Commitments.	17
SECTION 2.05	Mitigation	18
SECTION 2.06	Interest on Advances.	18
SECTION 2.07	Additional Interest on Eurocurrency Rate Advances.	18
SECTION 2.08	Interest Rate Determination.	19
SECTION 2.09	Prepayments of Advances.	20
SECTION 2.10	Funding Losses	21
SECTION 2.11	Increased Costs and Reduced Return.	21
SECTION 2.12	Illegality.	23
SECTION 2.13	Payments and Computations	23
SECTION 2.14	Judgment Currency	24
SECTION 2.15	Taxes	25
SECTION 2.16	Defaulting Banks	26
SECTION 2.17	Increase of Aggregate Commitments	27
SECTION 2.18	Letters of Credit	29
SECTION 2.19	Repayment of Advances; Evidence of Debt.	33
SECTION 2.20	Borrowing Subsidiaries.	34
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01	Conditions Precedent to Effectiveness.	34
SECTION 3.02	Conditions Precedent to Each Borrowing	36
SECTION 3.03	Conditions Precedent to Initial Advance to Each Borrowing Subsidiary	37
SECTION 3.04	Determinations.	38

		Page
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01	Representations and Warranties of the Company	38
ARTICLE V
COVENANTS OF THE COMPANY
SECTION 5.01	Compliance with Laws, Etc	41
SECTION 5.02	Interest Coverage Ratio	41
SECTION 5.03	Reporting Requirements	41
SECTION 5.04	Use of Proceeds	42
SECTION 5.05	Limitation on Liens, Etc	42
SECTION 5.06	Merger; Sale of Assets	43
SECTION 5.07	Books and Records; Inspection	44
SECTION 5.08	Corporate Existence	44
SECTION 5.09	Conduct of Business	44
SECTION 5.10	Payment of Taxes	44
SECTION 5.11	Maintenance of Property; Insurance.	45
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01	Events of Default	45
SECTION 6.02	Actions in Respect of the Letters of Credit upon Default	47
ARTICLE VII
GUARANTEE
SECTION 7.01	Unconditional Guarantee	48
SECTION 7.02	Validity	48
SECTION 7.03	Waivers	48
SECTION 7.04	Subrogation	49
SECTION 7.05	Acceleration	49
SECTION 7.06	Reinstatement	49
SECTION 7.07	Continuing Guarantee; Assignments	49
ARTICLE VIII
ADMINISTRATIVE AGENT; SYNDICATION AGENT; CO-DOCUMENTATION AGENTS; CO-AGENTS
SECTION 8.01	Authorization and Action	49
SECTION 8.02	Administrative Agent’s Reliance, Etc	50
SECTION 8.03	The Administrative Agent and Affiliates	51

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		Page
SECTION 8.04	Bank Credit Decision; Notice of Default	51
SECTION 8.05	Indemnification	51
SECTION 8.06	Successor Administrative Agent	52
SECTION 8.07	Syndication Agent; Co-Documentation Agents; Arrangers	53
ARTICLE IX
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
SECTION 9.01	Successors and Assigns	53
SECTION 9.02	Register	54
ARTICLE X
MISCELLANEOUS
SECTION 10.01	Amendments, Etc	55
SECTION 10.02	Notices, Etc	55
SECTION 10.03	No Waiver; Remedies	56
SECTION 10.04	Costs and Expenses	56
SECTION 10.05	Right of Set-off	56
SECTION 10.06	Binding Effect; Integration	57
SECTION 10.07	Governing Law	57
SECTION 10.08	Execution in Counterparts	57
SECTION 10.09	Confidentiality	58
SECTION 10.10	Non-Reliance by the Banks	58
SECTION 10.11	Indemnification	58
SECTION 10.12	Severability	58
SECTION 10.13	WAIVER OF JURY TRIAL	59
SECTION 10.14	Jurisdiction, Etc	59
SECTION 10.15	Nonliability of Banks	59
SECTION 10.16	Governmental Regulation	59
SECTION 10.17	USA Patriot Act Notification	60
SECTION 10.18	Citigroup Direct Website Communications.	60
SECTION 10.19	Survival.	61

SCHEDULES

SCHEDULE I	—	Banks
SCHEDULE II	—	Pricing Schedule
SCHEDULE 2.18(a)	—	Existing Letters of Credit
SCHEDULE 5.05(d)	—	Permitted Liens

EXHIBITS

EXHIBIT A	—	Form of Assignment and Assumption Agreement
EXHIBIT B	—	Form of Assumption Letter
EXHIBIT C	—	Form of Note

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EXHIBIT D	—	Form of Notice of Borrowing
EXHIBIT E	—	Form of Commitment Increase Consent
EXHIBIT F	—	Form of Opinion of Counsel to the Company
EXHIBIT G	—	Form of Opinion of Counsel to Borrowing Subsidiary

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$1,000,000,000 FIVE YEAR REVOLVING CREDIT AGREEMENT

AGREEMENT dated as of February 27, 2004, among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Company”), the BANKS listed on the signature pages hereto, and CITICORP NORTH AMERICA, INC., as Administrative Agent.

W I T N E S S E T H :

WHEREAS, the Company has entered into a Combination Agreement (the “Combination Agreement”) dated as of November 8, 2003 with Moore Wallace Incorporated, a corporation organized under the laws of Canada (“Moore Wallace”) pursuant to which Moore Wallace will become a wholly-owned subsidiary (the “Acquisition”) of the Company;

WHEREAS, upon the Acquisition, the Company desires to enter into the revolving credit facility provided herein for general corporate purposes, including commercial paper backstop and the issuance of Letters of Credit;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition” has the meaning set forth in the recitals hereto.

“Administrative Agent” means CNAI, in its capacity as the contractual representative for all of the Banks for purposes of this Agreement, as designated and appointed in accordance with Article VIII, and any successor thereto as provided herein.

“Advance” means an advance by a Bank to a Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person.

“Agent Party” has the meaning set forth in Section 10.18(c).

“Agent’s Account” means (a) the account of the Administrative Agent maintained by the Administrative Agent at Citibank at its offices at 399 Park Avenue, New York, New York 10043, Account No. 3685-2248, Account Name: Medium Term Finance, Reference: R.R. Donnelley, ABA No. 021-000-089 or (b) such other account of the Administrative Agent as is designated in writing from time to time by the Administrative Agent to the Company and the Banks for such purpose.

“Agents” means CNAI and Bank One.

“Agreement” shall mean this Five Year Revolving Credit Agreement, as the same may be amended, modified, supplemented or restated from time to time.

“Alternative Currency” means Sterling, Yen and any other currency (other than Dollars) (i) which is readily available, freely transferable and convertible into Dollars in the international currency and exchange markets, (ii) in which deposits are customarily offered to banks in the London interbank market and (iii) as to which an equivalent amount in Dollars may be readily calculated, including the Euro.

“Applicable Facility Fee Rate” means the percentage rate per annum which is applicable with respect to the Facility Fee as set forth on Schedule II.

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance, such Bank’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance.

“Applicable Margin” means, with respect to Eurocurrency Rate Advances (i) 0.18% per annum for any day on which Level I Status exists, (ii) 0.22% per annum for any-day on which Level II Status exists, (iii) 0.26% per annum for any day on which Level III Status exists, (iv) 0.40% per annum for any day on which Level IV Status exists and (v) 0.60% per annum for any day on which Level V Status exists.

“Applicable Utilization Fee Rate” means, at any particular time, the percentage rate per annum which is applicable at such time with respect to the Utilization Fee as set forth on Schedule II.

“Applicant Party” means, with respect to a Letter of Credit, the Borrower that requested such Letter of Credit.

“Arrangers” means Citigroup Global Markets Inc. and Banc One Capital Markets, Inc.

“Assignee” has the meaning set forth in Section 9.01(c).

“Assumption Letter” means a letter of a Subsidiary of the Company addressed to the Banks in substantially the form of Exhibit B hereto pursuant to which such Subsidiary agrees to become a “Borrowing Subsidiary” and agrees to be bound by the terms and conditions hereof.

“Available Amount” of any Letter of Credit means the maximum amount available to be drawn under such Letter of Credit (assuming compliance at such time with all conditions to drawing).

“Available Commitment” has the meaning set forth in Section 2.01.

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“Bank One” means Bank One, NA, a national banking association having its headquarters in Chicago, Illinois, in its individual capacity, and its successors.

“Banks” means the banks and other financial institutions listed on Schedule I hereto and each Person that becomes a party hereto pursuant to Section 9.01(c).

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate of interest announced publicly by Citibank in New York City from time to time, as Citibank’s base rate; and

(b) for any day, 0.50% per annum above the Federal Funds Rate.

Each change in any interest rate provided for herein based upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such change in the Base Rate.

“Base Rate Advance” means an Advance which bears interest at a rate based upon the Base Rate, as provided in Section 2.06(a)(i).

“Borrower” means the Company or any Borrowing Subsidiary.

“Borrowing” means a borrowing consisting of Advances by each of the Banks to a Borrower pursuant to Section 2.01.

“Borrowing Subsidiary” means any Subsidiary of the Company duly designated by the Company pursuant to Section 2.20 hereof to make Borrowings hereunder, which Subsidiary shall have delivered an Assumption Letter to the Administrative Agent in accordance with Section 2.20.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York and (a) with respect to any Advance denominated in Euros, any such day for (i) payments or purchases of Euros, a TARGET Business Day and (ii) all other purposes, including the giving and receiving of notices, a TARGET Business Day on which banks are generally open for business in London, England and in any other principal financial center as the Administrative Agent may from time to time determine for this purpose, and (b) with respect to all notices (except with respect to general matters not relating directly to funding), determinations and fundings in connection with, and payments of principal and interest on, Eurocurrency Rate Advances, any day which is a day for trading by and between banks in deposits of the applicable currency for such Advances in the interbank eurocurrency market. For purposes of this definition, a “TARGET Business Day” is a day when the Trans-European Automated Real-time Gross Settlement Express Transfer System, or any successor thereto, is open for business.

“Cash Collateral Account” has the meaning set forth in Section 2.18(j).

“Citibank” means Citibank, N.A., a national banking association.

“CNAI” means Citigroup North America, Inc., a Delaware corporation.

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“Combination Agreement” has the meaning set forth in the recitals hereto.

“Commission” means the Securities and Exchange Commission or any federal body succeeding to its functions.

“Commitment” has the meaning set forth in Section 2.01.

“Consolidated EBITDA” means, with respect to any Person, for any period, (a) Consolidated Net Income for such period, plus (b) to the extent deducted in computing such Consolidated Net Income, the sum (without duplication) of (i) all income taxes of such Person and its Consolidated Subsidiaries paid or accrued in accordance with GAAP for such period, (ii) Consolidated Interest Expense, (iii) depreciation and amortization, (iv) the cumulative effect of changes in accounting principles, (v) any non-cash charges, accruals or reserves for extraordinary, unusual or non-recurring items, (vi) non-cash restructuring charges and (vii) any non-cash compensation expense, minus (c) to the extent added in computing Consolidated Net Income, the sum (without duplication) of (i) consolidated interest income and (ii) the cumulative effect of changes in accounting principles, minus (d) the payment of cash, if any, when actually paid, with respect to any charge, accrual or reserve that was deducted in determining Consolidated Net Income, but added back in any prior period pursuant to clause (b)(v),(vi) or (vii).

“Consolidated Interest Expense” means, for any period, (a) the sum of total interest expense of the Company and its Consolidated Subsidiaries, as determined in accordance with GAAP, plus (b) without double counting, the consolidated interest, fees, yield or discount accrued during such period on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of interests in) receivables of the Company and its Consolidated Subsidiaries in connection with Securitization Transactions (regardless of the accounting treatment of such Securitization Transactions).

“Consolidated Net Income” means, for any period, the consolidated net earnings (or loss) after taxes of the Company and its Consolidated Subsidiaries for such period, determined in accordance with GAAP.

“Consolidated Subsidiary” means at any date any Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP; provided that for purposes of Sections 5.02 and 5.03, “Consolidated Subsidiary” shall mean any subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP.

“Consolidated Tangible Net Worth” means, as of any date, an amount equal to the sum of (i) the par or stated value of the outstanding shares of all classes of capital stock of the Company, (ii) paid-in capital and capital surplus of the Company and (iii) retained earnings of the Company, as each would appear on a consolidated balance sheet of the Company and its Consolidated Subsidiaries prepared as of the last day of the most recently completed fiscal quarter in accordance with GAAP, less the aggregate net amount of (i) all assets so appearing which in accordance with GAAP are deemed intangible, such intangible assets to specifically include, but not be limited to, licenses, copyrights, trademarks, trade names, patents and goodwill, and (ii) any write-up in the book value of assets made after December 31, 1997, other than any such write-up to an appraised fair market value in accordance with the purchase accounting requirements of GAAP.

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“Credit Exposure” means with respect to any Bank at any time, the sum of (x) the aggregate principal amount at such time of all outstanding Advances of such Bank plus (y) such Bank’s L/C Exposure at such time.

“Debt” means (but without duplication of any item) (i) indebtedness for borrowed money or for the deferred purchase price of property or services other than (x) trade accounts payable on customary terms in the ordinary course of business and (y) financial obligations under management consulting contracts or noncompete agreements with unaffiliated Persons entered into in connection with the acquisition of the businesses of such Persons, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, and (iv) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i), (ii) or (iii) above.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulted Advance” means, with respect to any Bank at any time, the amount of any Advance required to be made by such Bank to a Borrower pursuant to Section 2.01 at or prior to such time that has not been so made as of such time; provided, however, that any Advance made by the Administrative Agent for the account of such Bank pursuant to Section 2.02(d) shall not be considered a Defaulted Advance even if, at such time, such Bank shall not have reimbursed the Administrative Agent therefor as provided in Section 2.02(d). If part of a Defaulted Advance shall be deemed made pursuant to Section 2.16(a), the remaining part of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

“Defaulted Amount” means, with respect to any Bank at any time, any amount required to be paid by such Bank to the Administrative Agent or any other Bank hereunder at or prior to such time that has not been so paid as of such time, including, without limitation, any amount required to be paid by such Bank to (a) the Administrative Agent pursuant to Section 2.02(d) to reimburse the Administrative Agent for the amount of any Advance made by the Administrative Agent for the account of such Bank, (b) any other Bank pursuant to Section 2.14 to purchase any participation in Advances owing to such other Bank and (c) the Administrative Agent pursuant to Section 8.05 to reimburse the Administrative Agent for such Bank’s ratable share of any amount required to be paid by the Banks to the Administrative Agent as provided therein. If part of a Defaulted Amount shall be deemed paid pursuant to Section 2.16(b), the remaining part of such Defaulted Amount shall be considered a Defaulted Amount originally required to be made hereunder on the same date as the Defaulted Amount so deemed paid in part.

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“Defaulting Bank” means, at any time, any Bank that, at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take or be the subject of any action or proceeding of a type described in Section 6.01(f).

“Dollars” and the sign “$” each mean the lawful currency of the United States.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the assignment agreement pursuant to which it became a Bank, as the case may be, or such other office of such Bank as such Bank may from time to time specify to the Company and the Administrative Agent.

“Effective Date” has the meaning set forth in Section 3.01.

“Environmental Action” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial interpretation relating to the environment or Hazardous Materials.

“Environmental Permit” means any permit, approval, indemnification number, license or other authorization required under any Environmental Law.

“Equivalent” in Dollars of any Alternative Currency on any date means the equivalent in Dollars of such Alternative Currency determined by using the quoted spot rate at which Citibank International plc’s principal office in London offers to exchange Dollars for such Alternative Currency in London prior to 4:00 P.M. (London time) on such date as is required pursuant to the terms of this Agreement, and the “Equivalent” in any Alternative Currency of Dollars means the equivalent in such Alternative Currency of Dollars determined using the quoted spot rate at which Citibank International plc’s principal office in London offers to exchange such foreign currency for Dollars in London prior to 4:00 P.M. (London time) on such date as is required pursuant to the terms of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Company’s controlled group, or under common control with the Company, as determined under Section 414 of the Internal Revenue Code.

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“ERISA Event” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Company or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Company or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to make a payment to a Plan if the conditions for the imposition of a lien under Section 302(f)(1) of ERISA are satisfied; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that could constitute grounds for the termination of, or the appointment of trustee to administer, a Plan.

“Euro” and/or “EUR” mean the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of Economic and Monetary Union.

“Eurocurrency Lending Office” means, with respect to any Bank, the office of such Bank or one of its Affiliates specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or in the assignment agreement pursuant to which it became a Bank (or, if no such office is specified, its Domestic Lending Office), or such other office of such Bank or one of its Affiliates as such Bank may from time to time specify to the Company and the Administrative Agent.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurocurrency Rate” means, with respect to any Eurocurrency Rate Advance for any Interest Period, (a) in the case of Dollars, the rate appearing on Page 3750 of the Telerate Service and (b) in the case of Euros or Sterling, the British Bankers Association Interest Settlement Rate appearing on the appropriate page of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits of that currency in the London interbank market), in any such case, at approximately 11:00 A.M. (London time), on the Quotation Day, as the rate for Dollar or Euro or Sterling deposits of $5.0 million, €5.0 million or £5.0 million, as applicable, with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “Eurocurrency Rate” with respect to such Eurocurrency Rate Advance for such Interest Period shall be the rate supplied to the Administrative Agent at its request quoted by the Reference Banks in the London interbank market as of the Quotation Day as the rate for Dollar, Euro or Sterling deposits, as applicable, with a maturity comparable to such Interest Period.

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“Eurocurrency Rate Advance” means an Advance which bears interest at a rate based upon the Eurocurrency Rate, as provided in Section 2.06(a)(ii).

“Eurocurrency Rate Reserve Percentage” means for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) in New York City, or, in the case of Advances in Alternative Currencies, any similar authority outside the United States, for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement), with deposits exceeding $5,000,000,000 in respect of “Eurocurrency Liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurocurrency Rate Advances is determined or any category of extensions of credit or other assets which include loans by a non-United States office of any Bank to United States residents).

“Events of Default” has the meaning set forth in Section 6.01.

“Exchange Rates” has the meaning set forth in Section 2.14.

“Existing Letter of Credit” shall mean each letter of credit previously issued for the account of the Company or any Subsidiary by a Bank or an Affiliate that is listed on Schedule 2.18(a).

“Facility Fee” has the meaning set forth in Section 2.03(a).

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Reference Banks on such day on such transactions as determined by the Administrative Agent.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” has the meaning set forth in Section 1.02.

“Hazardous Materials” means petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, radon gas and any other chemicals, materials or substances designated, classified or regulated as being “hazardous” or “toxic”, or words of similar import, under any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial interpretation.

“Indemnitee” has the meaning set forth in Section 10.11.

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“Information Documents” means (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 together with all schedules and exhibits thereto, including those incorporated therein by reference, as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and (ii) Moore Wallace’s audited consolidated financial statements as and for the year ended December 31, 2003.

“Insurance Policy Debt” means Debt of the Company or any of its Subsidiaries under policies of life insurance now or hereafter owned by the Company or any of its Subsidiaries under which policies the sole recourse for such borrowing is against such policies.

“Interest Coverage Ratio” means the ratio, determined on a consolidated basis for the Company and its Consolidated Subsidiaries as of the end of each fiscal quarter, of Consolidated EBITDA to Consolidated Interest Expense, in each case determined as of the last day of such fiscal quarter for the four-quarter period then ended.

“Interest Period” means, for each (a) Base Rate Advance, quarterly on the last day of January, April, July and October (or the date such Advance is repaid or converted) and (b) Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of any conversion or continuation thereof, and ending on the last day of the period selected by a Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months (or nine or twelve months if at the time of such Advance, all Banks make interest periods of such length available), in each case as a Borrower may select, upon notice received by the Administrative Agent pursuant to Section 2.02 or 2.08; provided, however, that

(i) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration;

(ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(iii) whenever the first day of any Interest Period occurs on a day in an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month; and

(iv) no Interest Period may terminate later than the Termination Date.

“Issuing Bank” shall mean CNAI, in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.18(i) and, solely with respect to an Existing Letter of Credit (and any amendment, renewal or extension thereof in accordance with this Agreement), the Bank that issued such Existing Letter of Credit. The Issuing Bank

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may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time and (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time. The L/C Exposure of any Bank at any time shall mean its Percentage of the aggregate L/C Exposure at such time.

“L/C Participation Fee” shall have the meaning assigned such term in Section 2.03(d).

“Letter of Credit” shall mean any letter of credit (including each Existing Letter of Credit) issued pursuant to Section 2.18.

“Lien” means, with respect to any asset, any security interest, mortgage, pledge, lien, claim, charge or encumbrance of any kind in respect of such asset.

“Majority Banks” means at any time Banks holding more than 50% of the then aggregate unpaid principal amount (based on the Equivalent in Dollars at such time) of the Advances held by the Banks, or, if no such principal amount is then outstanding, Banks having more than 50% of the Commitments.

“Margin Stock” has the meaning specified in Regulation U issued by the Board of Governors of the Federal Reserve System.

“Material Adverse Effect” means a material adverse effect on (i) the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as a whole, (ii) the legality, validity or enforceability of this Agreement or the Notes or (iii) the ability of the Company to perform its material obligations under this Agreement.

“Material Subsidiary” means a Subsidiary of the Company which, at the time of determination, (i) shall own assets comprising in excess of 10% of all of the assets of the Company and its consolidated Subsidiaries on a consolidated basis, or (ii) has operating income for the four fiscal quarters most recently ended in excess of 10% of the operating income of the Company and its consolidated Subsidiaries on a consolidated basis; provided, that solely with respect to Article V, in no event shall an SPV be deemed to be a Material Subsidiary.

“Moody’s” means Moody’s Investors Service, Inc.

“Moore Wallace” has the meaning set forth in the recitals hereto.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

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“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any of its ERISA Affiliates and at least one Person other than the Company and its ERISA Affiliates or (b) was so maintained and in respect of which the Company or any of its ERISA Affiliates could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Note” means a promissory note, in substantially the form of Exhibit C hereto, duly executed by the applicable Borrower and payable to the order of a Bank in the amount of its Commitment, including any amendment, modification, renewal or replacement of such promissory note.

“Notice of Borrowing” has the meaning set forth in Section 2.02(a).

“Other Taxes” has the meaning set forth in Section 2.15(b).

“Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one (1) Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average (rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple) of the respective rates per annum quoted by each Reference Bank to the Administrative Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.

“Participants” has the meaning set forth in Section 9.01(b).

“Payment Office” means, for any Alternative Currency, such office of CNAI as shall be from time to time selected by the Administrative Agent and notified by the Administrative Agent to the Company and the Banks.

“PBGC” means the Pension Benefit Guaranty Corporation and its successors and assigns.

“Percentage” shall mean, with respect to any Bank, the percentage of the total Commitments represented by such Bank’s Commitment. If the Commitments have terminated or expired, the Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.01(c).

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Platform” has the meaning set forth in Section 10.18(b).

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“Pro Rata Share” means, at any time with respect to any Bank, the ratio (expressed as a percentage) that such Bank’s Commitment bears to the aggregate Commitments of all Banks at such time or, at any time after the Commitments have been terminated, the ratio (expressed as a percentage) that such Bank’s outstanding Advances bear to the aggregate outstanding Advances of all Banks at such time.

“Proxy Statement” means the joint proxy statement filed by the Company and Moore Wallace on Schedule 14A with the Securities and Exchange Commission on January 20, 2004.

“Public Debt Rating” means, on any date, the rating that has been most recently announced by S&P or Moody’s, as the case may be, for any class of long-term senior non-credit-enhanced unsecured debt issued by the Company (and as to which there are no guarantors or other obligors), changing when and as the applicable rating agency publicly announces a change in its Public Debt Rating.

“Quotation Day” in respect of the determination of the Eurocurrency Rate for any Interest Period for any Eurocurrency Rate Advance in (a) Dollars, means two (2) Business Days before the first day of that Interest Period, (b) Euros, means two (2) TARGET Business Days before the first day of that Interest Period or (c) Sterling, means the first day of that Interest Period; provided that if quotations would ordinarily be given on more than one date, the Quotation Day for such Interest Period shall be the last of such dates.

“Receivables” means a payment owing to a Person (whether constituting an account, chattel paper, document, instrument or general intangible) arising from the provision of merchandise, goods or services by such Person, including the right to payment of any interest or finance charges and other obligations owing to such Person with respect thereto.

“Reference Banks” means Citibank and Bank One, NA.

“Register” has the meaning set forth in Section 9.02.

“Related Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s Affiliates.

“Related Security” means with respect to any Receivable: (a) all security interests or liens and property subject thereto from time to time securing or purporting to secure the payment of such Receivable by the Person obligated thereon, (b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (c) all right, title and interest of the Company or any Material Subsidiary or any SPV in and to any goods (including returned, repossessed or foreclosed goods) the sale of which gave rise to such Receivable; provided, that Related Security will not include returned goods only to the extent that all amounts required to be paid pursuant to Securitization Transactions in respect of such goods have been paid, (d) all collections, and accounts into which such collections may be deposited, with respect to any of the foregoing, (e) all records with respect to any of the foregoing, and (f) all proceeds of such Receivable or with respect to any of the foregoing.

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“Responsible Officer” means the Chief Financial Officer of the Company, the Treasurer of the Company, or any other officer of the Company responsible for overseeing or reviewing compliance with this Agreement or any Note.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“Securitization Transactions” means one or more transactions involving the securitization by the Company or any of its Subsidiaries of Receivables and Related Security, including, without limitation, as a result of the sale or granting of a Lien on such Receivables and Related Security to an SPV or another Person and the contribution of Receivables and Related Security to an SPV; provided, that the amount of the obligations incurred under all such transactions by all such Persons that would be characterized as principal if structured as a secured lending transaction rather than as a purchase does not exceed $500,000,000 in the aggregate at any one time outstanding.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any of its ERISA Affiliates and no Person other than the Company and its ERISA Affiliates or (b) was so maintained and in respect of which the Company or any of its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“SPV” means a Subsidiary of the Company created for the sole purpose of purchasing Receivables from the Company or any of its Subsidiaries as part of a Securitization Transaction.

“Sterling” means the lawful currency of the United Kingdom.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests having (a) ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or (b) having the ability to direct the management of such corporation, partnership, limited liability company, association or other business entity are at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Taxes” has the meaning set forth in Section 2.15(a).

“Termination Date” means the date which is five years after the Effective Date (or, if such day is not a Business Day, the immediately preceding Business Day).

“USA Patriot Act” has the meaning set forth in Section 10.17.

“Utilization Fee” has the meaning set forth in Section 2.03(b).

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“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Withdrawal Liability” has the meaning set forth in Part 1 of Subtitle E of Title IV of ERISA.

“Yen” means the lawful currency of Japan.

SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

SECTION 1.03 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements then most recently delivered by the Company to the Banks in accordance with Section 5.03 (“GAAP”); provided, however, that, if any changes in accounting principles from those used in the preparation of the consolidated financial statements of the Company and its Subsidiaries for the fiscal year of the Company ended December 31, 2003 (as delivered to the Banks pursuant to Section 4.01(e)) occur by reason of the promulgation of rules, regulations, pronouncements, opinions or other requirements of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and such changes would affect (or would result in a change in the method of calculation of) the covenant set forth in Section 5.02, or any of the defined terms related thereto contained in Section 1.01, then the Company may notify the Administrative Agent, or the Administrative Agent or the Majority Banks may notify the Company, that the requesting party requests an amendment to eliminate the effects of such changes, in which case the parties hereto shall negotiate in good faith to agree upon and approve the requested amendment (and shall use their commercially reasonable efforts to agree thereon within 90 days), if and to the extent necessary, to amend such covenant or such terms as would be affected by such changes in GAAP, in accordance with Section 10.01, in such manner as would maintain the economic terms of such covenant as in effect under this Agreement, prior to giving effect to the occurrence of any such changes; and provided further, however, that until the amendment of the covenant and the defined terms referred to in the immediately preceding proviso becomes effective, such covenant and defined terms shall be performed, observed and determined, and any determination of compliance with such covenant shall be made, as though no such changes in accounting principles had been made and the Company shall deliver to the Banks, in addition to the consolidated financial statements otherwise required to be delivered to the Banks under Section 5.03(a) or 5.03(b) during such period, a statement of reconciliation conforming such consolidated financial statements to GAAP prior to such changes.

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ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01 The Advances. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrowers from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount with respect to all Borrowers (based in respect of any Advance denominated in an Alternative Currency of the Equivalent in Dollars on the Business Day such Advance is made), not to exceed at any time outstanding an amount (such Bank’s “Commitment”) equal to the amount set forth opposite such Bank’s name on Schedule I hereto or, if such Bank has entered into any assignment agreement, set forth for such Bank in the Register, as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.17; provided that after giving effect to such Advances the maximum Advances that may be outstanding in any Alternative Currency shall not exceed the Equivalent of $150,000,000. Each Borrowing shall be in an aggregate amount of not less than $5,000,000 (or the Equivalent thereof in any Alternative Currency, determined as of the date of the applicable Notice of Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Alternative Currency, determined as of the date of the applicable Notice of Borrowing) in excess thereof and shall consist of Advances of the same type made on the same day to the same Borrower by the Banks ratably in accordance with their respective Commitments. Within the limits of each Bank’s Commitment, a Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09, and reborrow under this Section 2.01.

SECTION 2.02 Making the Advances. (a) Each Borrowing shall be made on notice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent, given not later than (x) 12:00 Noon (New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances or (y) 12:00 Noon (New York City time) on the day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, which shall give to each Bank prompt notice thereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed in writing, or telecopier in substantially the form of Exhibit D hereto, specifying therein the requested (i) date of such Borrowing, (ii) type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, (iv) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance and (v) whether such Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Advances, and before 12:00 Noon (New York time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account in same-day funds, such Bank’s ratable portion (determined in accordance with Section 2.01) of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent’s address referred to in Section 10.02 or at the applicable Payment Office, as the case may be.

(b) Anything in subsection (a) above to the contrary notwithstanding, the Eurocurrency Rate Advances may not be outstanding as part of more than fifteen (15) separate Borrowings.

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(c) Each Notice of Borrowing shall be irrevocable and binding on the applicable Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the applicable Borrower shall indemnify each Bank against any loss, cost or expense incurred by such Bank as a result of any failure by the applicable Borrower to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may, in reliance upon such assumption, make a corresponding amount available to the applicable Borrower on such date. If and to the extent that such Bank shall not have so made such Pro Rata Share portion available to the Administrative Agent and the Administrative Agent shall have made such portion available to the applicable Borrower on such date, such Bank and such Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Bank (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Alternative Currencies. If such Bank shall repay to the Administrative Agent such corresponding amount, the applicable Borrower shall be relieved of its obligation to repay such amount to the Administrative Agent and such amount so repaid (excluding interest) shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

(e) The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing.

SECTION 2.03 Fees. (a) The Company agrees to pay to the Administrative Agent, for the account of each Bank, a facility fee (“Facility Fee”) on the average daily Commitment of such Bank from the date hereof until the Termination Date, payable in arrears on the last Business Day of each January, April, July and October during the term of such Bank’s Commitment, commencing April 30, 2004, and on the Termination Date, at the Applicable Facility Fee Rate; provided, that if any Bank continues to have Advances or L/C Exposure outstanding hereunder after the termination of its Commitment (including, without limitation, during any period when Advances may be outstanding but new Advances may not be borrowed hereunder), then such Facility Fee shall continue to accrue on the aggregate principal amount of the Advances owed to such Bank until such Advances are repaid in full.

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(b) To the extent, and for so long as, the average daily aggregate outstanding principal amount of Advances or L/C Exposure in any calendar quarter exceeds one-half of the average daily aggregate outstanding Commitments during such calendar quarter, the Company agrees to pay to each Bank a utilization fee (the “Utilization Fee”) equal to the Applicable Utilization Fee Rate times the aggregate principal amount of such Bank’s average daily outstanding Advances during such calendar quarter. The Utilization Fee shall be payable on each date the Facility Fee is payable.

(c) Notwithstanding the foregoing, (i) any Facility Fee or Utilization Fee accrued with respect to any Commitment of a Defaulting Bank during the period prior to the time such Bank became a Defaulting Bank and unpaid at such time shall not be payable by the Borrowers so long as such Bank shall be a Defaulting Bank, except to the extent such Facility Fee or Utilization Fee was due and payable prior to such time, and (ii) no Facility Fee or Utilization Fee shall accrue on the Commitment of a Defaulting Bank so long as such Bank is a Defaulting Bank.

(d) The Company agrees from time to time to pay to each Bank (other than any Defaulting Bank), through the Administrative Agent, ten (10) Business Days after January 31, April 30, July 31 and October 31 of each year and three (3) Business Days after the date on which the Commitments of all the Banks shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Bank’s Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Termination Date or the date on which the Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances effective for each day in such period.

SECTION 2.04 Reduction and Termination of the Commitments. (a) Subject to Section 5.04, the Company shall have the right, upon at least two (2) Business Days’ notice to the Administrative Agent, to terminate or cancel in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks, provided that each partial reduction shall be in an aggregate amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof.

(b) The Company shall have the right, upon at least ten (10) Business Days’ written notice to the Administrative Agent (which shall then give prompt notice thereof to the relevant Bank), to require any Bank that makes a demand for payment under Section 2.11 or 2.15 to assign, pursuant to and in accordance with the provisions of Section 9.01, all of its rights and obligations under this Agreement and under the Notes to an eligible assignee selected by the Company; provided, however, that (i) no Event of Default shall have occurred and be continuing at the time of such request and at the time of such assignment; (ii) the assignee shall have paid to the assigning Bank the aggregate principal amount of, and any interest accrued and unpaid to the date of such assignment on, the Note or Notes of such Bank; (iii) the Company shall have paid to the assigning Bank any and all Facility Fees, and other amounts, due and owing to such Bank under any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.11 and any indemnification for Taxes under Section 2.15 as of the effective date of such assignment; and (iv) if the assignee selected by the Company is not an existing Bank, such assignee or the Company shall have paid the processing and recordation fee required under Section 9.01 for such assignment; provided further that the assigning Bank’s rights under Sections 2.11, 2.15, 10.04 and 10.11, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the date of assignment.

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SECTION 2.05 Mitigation. Any Bank claiming any additional amounts payable pursuant to Sections 2.11 or 2.15 or subject to Section 2.12 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue under Sections 2.11 or 2.15 or would avoid the unavailability of Eurocurrency Rate Advances under Section 2.11 and would not, in any such case, in the judgment of such Bank, be otherwise disadvantageous to such Bank.

SECTION 2.06 Interest on Advances.

(a) Scheduled Interest. Each Borrower shall pay interest on the unpaid principal amount of each Advance made by each Bank to it from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances. During such period as such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable on the last day of such Interest Period and on the Termination Date.

(ii) Eurocurrency Rate Advances. During such period as such Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of the Eurocurrency Rate for such Interest Period plus the Applicable Margin payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, at intervals of three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be converted or paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the applicable Borrower shall pay interest on (i) the unpaid principal amount of each Advance owing by such Borrower to each Bank, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above (or, if applicable, the proviso to Section 2.08(b) below) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder by such Borrower that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum that would be required to be paid on such Advance pursuant to clause (a)(i) above.

SECTION 2.07 Additional Interest on Eurocurrency Rate Advances. (a) Each Bank that is subject to reserve requirements of the Board of Governors of the Federal Reserve System (or any successor) may require the applicable Borrower to pay, contemporaneously with each payment of interest on Eurocurrency Rate Advances made to such Borrower, additional interest on the relevant Eurocurrency Rate Advances of such Bank to such Borrower at a rate per annum determined by such Bank up to but not exceeding the excess of (i) (A) the applicable Eurocurrency Rate divided by (B) one minus the Eurocurrency Rate Reserve Percentage over (ii) the applicable Eurocurrency Rate. Any Bank wishing to require payment of such additional interest (x) shall so notify the applicable Borrower and the Administrative Agent, in which case such additional interest on the Eurocurrency Rate

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Advances of such Bank to such Borrower shall be payable to such Bank at the place indicated in such notice with respect to each Interest Period commencing at least three (3) Business Days after the giving of such notice and (y) shall notify such Borrower, at least five (5) Business Days prior to each date on which interest is payable on Eurocurrency Rate Advances made to such Borrower, of the amount then due to such Bank under this Section 2.07.

(b) The applicable Borrower shall pay to each Bank, so long as such Bank shall be required under regulations of the Bank of England, the Financial Services Authority of the United Kingdom or any successor authority to comply with mandatory liquid asset pledge requirements with respect to any Advance made by such Bank, until such principal amount is paid in full, such additional interest as such Bank shall determine is necessary to comply with such requirements and shall certify to the Company through the Administrative Agent, setting forth its calculations in reasonable detail.

SECTION 2.08 Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Administrative Agent shall give prompt notice to the Company and the applicable Borrower (if other than the Company) and each of the Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.06(a)(ii).

(b) If, with respect to any Eurocurrency Rate Advances, the Majority Banks notify the Administrative Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 2:00 P.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Banks, whereupon (A) the applicable Borrower shall, on the last day of the then existing Interest Period therefore, (1) if such Eurocurrency Rate Advances are denominated in Dollars, convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Alternative Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and convert such Advances into Base Rate Advances, and (B) the obligation of the Banks to make Eurocurrency Rate Advances in the same currency as such Eurocurrency Rate Advances shall be suspended until the circumstances causing such suspension no longer exist; provided, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Administrative Agent and the Banks, to continue such Advances in such Alternative Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Bank, the cost to such Bank (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Bank shall certify its costs of funds for each such Interest Period to the Administrative Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).

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(c) If the applicable Borrower shall fail to select the duration of the Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent shall forthwith so notify the applicable Borrower and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, be converted into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into Base Rate Advances.

(d) Upon the occurrence and during the continuance of any Event of Default (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance and (ii) the obligation of the Banks to make Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Administrative Agent and the Banks within one (1) Business Day of such Event of Default, to continue such Advances in such Alternative Currency, whereupon the Administrative Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three (3) Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month.

(e) If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances,

(i) the Administrative Agent shall forthwith notify the Company and the applicable Borrower (if not the Company) and the Banks that the interest rate cannot be determined for such Eurocurrency Rate Advances,

(ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be redenominated into an Equivalent amount of Dollars and converted into a Base Rate Advance, and

(iii) the obligation of the Banks to make Eurocurrency Rate Advances shall be suspended until the circumstances causing such suspension no longer exist.

SECTION 2.09 Prepayments of Advances.

(a) Optional Prepayments. A Borrower may prepay, on any Business Day following notice by 1:00 P.M. (New York City time) on such Business Day to the Administrative Agent (in the case of Base Rate Advances) and on two (2) Business Days’ prior notice to the Administrative Agent (in the case of Eurocurrency Rate Advances), each Borrowing made to such Borrower, in whole or in part. Such notice shall include the proposed date and aggregate principal amount of such prepayment and the applicable Borrowing being prepaid, and if such notice is given, such Borrower shall prepay

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such principal amount, together with accrued interest to the date of such prepayment on the principal amount prepaid. Any amounts payable, pursuant to Section 2.10 hereof in connection with any prepayment shall be paid on the date of such prepayment; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of not less than $5,000,000 (or the Equivalent thereof in an Alternative Currency determined on the date that such notice of prepayment is given) or an integral multiple of $1,000,000 (or the Equivalent thereof in an Alternative Currency determined on the date of such notice of prepayment is given) in excess thereof and (y) in the event of any such prepayment of a Eurocurrency Rate Advance other than on the last day of the Interest Period therefor, the applicable Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 10.04.

(b) Mandatory Prepayments. (i) If the Administrative Agent notifies the applicable Borrower that, on any interest payment date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (b) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Advances denominated in Alternative Currencies plus (c) the aggregate L/C Exposure then outstanding exceeds 105% of the aggregate Commitments of the Banks on such date, such Borrower, within two (2) Business Days after receipt of such notice, shall prepay the outstanding principal amount of any Advances owing hereunder in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Commitments of the Banks on such date. Each prepayment made pursuant to this Section 2.09(b) shall be made together with any interest accrued to the date of prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.10. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.09(b) to such Borrower and the Banks.

SECTION 2.10 Funding Losses. If (i) a Borrower makes any payment of principal with respect to any Eurocurrency Rate Advance on any day other than the last day of the Interest Period applicable thereto, (ii) a Borrower fails to borrow any Eurocurrency Rate Advance after notice has been given to any Bank in accordance with Section 2.02(c) or fails to prepay in accordance with a notice of prepayment under Section 2.09(a) or (b) or (iii) the Company requires a Bank to assign its rights with respect to any Eurocurrency Rate Advance pursuant to Section 2.04(b) on any day other than the last day of the Interest Period applicable thereto, the Company shall reimburse each Bank within 15 days after demand for any resulting loss or expense actually incurred by it (or by an existing or prospective Participant in the related Advance), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment, failure to borrow or required assignment, provided that such Bank shall have delivered to the Company a certificate setting forth the amount of such loss or expense and showing in reasonable detail how such amount was calculated, which certificate shall be conclusive in the absence of manifest error.

SECTION 2.11 Increased Costs and Reduced Return. (a) If on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or

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compliance by any Bank (or its Applicable Lending Office) or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurocurrency Rate Advance, any such requirement with respect to which such Bank or the Issuing Bank is entitled to compensation during the relevant Interest Period under Section 2.10), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or the Issuing Bank or shall impose on any Bank (or its Applicable Lending Office) or the Issuing Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Eurocurrency Rate Advances, its Note or its obligation to make Eurocurrency Rate Advances and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) or the Issuing Bank of making or maintaining any Eurocurrency Rate Advance to a Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or the Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank in its reasonable judgment to be material, then, within ten (10) days after demand by such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or the Issuing Bank for such increased cost or reduction.

(b) If any Bank or Issuing Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) or the Issuing Bank with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Bank (or its Parent) or the Issuing Bank as a consequence of such Bank’s or the Issuing Bank’s obligations hereunder to a level below that which such Bank (or its Parent) or the Issuing Bank could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Issuing Bank in its reasonable judgment to be material, then from time to time, within ten (10) days after demand by such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Company shall pay to such Bank or the Issuing Bank such additional amount or amounts as will compensate such Bank (or its Parent) or the Issuing Bank for such reduction.

(c) Each Bank or Issuing Bank shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or Issuing Bank to compensation pursuant to this Section 2.11 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank or the Issuing Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank or the Issuing Bank claiming compensation under this Section 2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank or the Issuing Bank may use any reasonable averaging and attribution methods.

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SECTION 2.12 Illegality. Notwithstanding any other provisions of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Bank or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in Dollars or any Alternative Currency or to fund or maintain Eurocurrency Rate Advances in Dollars or any Alternative Currency hereunder, (a) each Eurocurrency Rate Advance will automatically, upon such demand, convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.06(a)(i), (i) if such Eurocurrency Rate Advance is denominated in Dollars, be converted into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.06(a)(i), as the case may be, and (ii) if such Eurocurrency Rate Advance is denominated in any Alternative Currency, be exchanged into an Equivalent amount of Dollars and be converted into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.06(a)(i), as the case may be, and (b) the obligations of the Banks to make Eurocurrency Rate Advances or to convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist; provided, however that before making any such demand, each Bank agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurocurrency Lending Office if the making of such a designation would allow such Bank or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and would not, in the judgment of such Bank, be otherwise disadvantageous to such Bank.

SECTION 2.13 Payments and Computations. (a) Each applicable Borrower shall make each payment hereunder and under the Notes without set-off, counterclaim or other deduction by causing a wire transfer of immediately-available funds to be initiated to the Administrative Agent in an amount equal to such payment not later than 2:00 P.M. (New York City time) on the day when due from such applicable Borrower in Dollars to the Administrative Agent at the Agent’s Account. The applicable Borrower shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency not later than 2:00 P.M. (at the payment office for such an Alternative Currency) on the day when due in such an Alternative Currency to the Administrative Agent in same-day funds by deposit of such funds to the Agent’s Account. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Sections 2.04(b), 2.07, 2.10, 2.11, 2.14, 2.15 or 2.16) to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made in Dollars, except that payments of principal of and interest on Borrowings in an Alternative Currency shall be made in such Alternative Currency or, where such Alternative Currency has converted to the Euro, in the Euro; provided that if the applicable Borrower fails to make any payment of principal or interest with respect to any Borrowing in an Alternative Currency (including the Euro) on the due date thereof because such Alternative Currency has ceased to be freely transferable and convertible into Dollars in the international currency and exchange markets, such failure shall not constitute a Default or an Event of Default, if such Borrower pays the equivalent in Dollars of such payment on the due date thereof. In addition to any such Dollar payment, such Borrower agrees to pay to each affected Bank an indemnity

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payment within ten (10) Business Days after such Borrower shall have received a certificate from such Bank setting forth in reasonable detail the amount of any loss, cost, damage or expense suffered by such Bank as a consequence of such inability to make any such payment in such Alternative Currency on the due date thereof. Each Bank agrees to use commercially reasonable efforts to avoid or minimize all such loss, cost, damage or expense.

(b) All computations of interest based on the Base Rate or the Eurocurrency Rate applicable to Borrowings denominated in Sterling, shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate (as to all other currencies) or the Federal Funds Rate, all computations of interest pursuant to Section 2.07 and all computations of the Facility Fee, the Utilization Fee and the L/C Participation Fee shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Bank) of an interest rate or fee owing hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower shall not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent such Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the (i) Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Alternative Currencies.

SECTION 2.14 Judgment Currency. If for the purpose of obtaining a judgment in any court with respect to any obligation of a Borrower hereunder, it shall become necessary for the Administrative Agent or any Bank entitled to receive payments hereunder to convert any amount into a currency other than the currency denominated hereunder for such obligation, then such conversion shall be made on the basis of rates (the “Exchange Rates”) determined in the manner described in the definition “Equivalent” in Section 1.01 (or, if the applicable currency to be converted is not at the time of conversion available in the interbank market in London, then in such other interbank market as the Administrative Agent shall determine to have adequate availability of such currency) and the date with respect to which such an equivalent is to be determined shall be the first Business Day preceding the

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date on which final judgment is entered. If there shall occur a change between the Exchange Rates in effect on such date and the Exchange Rates in effect on the date of payment, (i) the applicable Borrower agrees to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is the amount in such other currency which, when converted at the Exchange Rates as in effect on the date of payment or distribution, is the amount then due hereunder in the relevant currency and (ii) such Borrower shall not be required to pay any amount in excess of the amount determined to be payable in connection with such obligation, calculated on the basis of the Exchange Rates in effect on the first Business Day preceding the date on which final judgment is entered. Any amount due from a Borrower under this Section 2.14 shall be due as a separate debt and is not to be affected by or merged into any judgment being obtained for any other sums due hereunder.

SECTION 2.15 Taxes. (a) Any and all payments by a Borrower hereunder or under any Note shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank, the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Bank, the Issuing Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank or the Issuing Bank, taxes imposed on its overall net income, and franchise or similar taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank, any Issuing Bank or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15) such Bank, the Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) such Borrower shall furnish to the Administrative Agent, at its address specified in or pursuant to Section 10.02, a copy of the receipts or other evidence of such payment reasonably acceptable to such Bank.

(b) In addition, each Borrower agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, or charges or similar levies which arise from any payment made by it hereunder or under any of its Notes or, in the case of the Company, from the execution or delivery of, or otherwise with respect to, this Agreement, any Note or any Letter of Credit (hereinafter referred to as “Other Taxes”).

(c) Each Borrower shall indemnify each Bank, the Issuing Bank and the Administrative Agent for and hold each of them harmless from and against the full amount of Taxes or Other Taxes (including, without limitation, any taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.15) imposed on or paid by such Bank, the Issuing Bank or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This payment shall be made within 30 days from the date such Bank, the Issuing Bank or the Administrative Agent (as the case may be) makes demand therefor.

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(d) Each Bank organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, and from time to time thereafter if requested in writing by any Borrower (but only so long as such Bank remains lawfully able to do so), shall provide such Borrower with Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Bank is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes. For any period with respect to which a Bank has failed to provide such Borrower with the appropriate form pursuant to this Section 2.15(d), withholding tax will be considered excluded from “Taxes” as defined in Section 2.15(a). If the form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from “Taxes” as defined in Section 2.15(a).

(e) For any period with respect to which a Bank has failed to provide the applicable Borrower with the appropriate form pursuant to Section 2.15(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Bank shall not be entitled to indemnification under Section 2.15(a) or (c) with respect to Taxes imposed by the United States; provided, however, that should a Bank, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Company shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes.

(f) If a Borrower is required to pay additional amounts to or for the account of any Bank or any Issuing Bank pursuant to this Section 2.15, then such Bank or the Issuing Bank will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank or the Issuing Bank, is not otherwise disadvantageous to such Bank.

SECTION 2.16 Defaulting Banks. (a) If at any time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Advance to the applicable Borrower and (iii) the applicable Borrower shall be required to make any payment hereunder or under any Note to or for the account of such Defaulting Bank, then such Borrower may, so long as no Event of Default shall have occurred and be continuing at such time and to the fullest extent permitted by applicable law, set off and otherwise apply the amount owed by such Borrower to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make such Defaulted Advance. If the applicable Borrower shall so set off and otherwise apply the amount owed by such Borrower to or for the account of such Defaulting Bank against the obligation of such Defaulting Bank to make any such Defaulted Advance on any date, the amount so set off and otherwise applied by such Borrower shall constitute for all purposes of this Agreement and the Notes an Advance by such Defaulting Bank made on the date of such setoff. Such Advance shall be a Base Rate Advance and shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01, even if the other Advances comprising such Borrowing shall be Eurocurrency Rate Advances on the date such Advance is deemed to be made pursuant to this Section 2.16(a). The applicable Borrower shall notify the Administrative Agent at any time such Borrower makes a setoff under this Section 2.16(a) and shall specify

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in such notice (A) the name of the Defaulting Bank and the Defaulted Advance required to be made by such Defaulting Bank and (B) the amount set off and otherwise applied in respect of such Defaulted Advance pursuant to this Section 2.16(a). Any part of such payment otherwise required to be made by such Borrower to or for the account of such Defaulting Bank that is paid by such Borrower, after giving effect to the amount set off and otherwise applied by such Borrower pursuant to this Section 2.16(a), shall be applied by the Administrative Agent as specified in Section 2.16(b) or 2.16(c).

(b) If at any time (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall owe a Defaulted Amount to the Administrative Agent or any of the other Banks and (iii) the applicable Borrower shall make any payment hereunder or under any Note to the Administrative Agent for the account of such Defaulting Bank, then the Administrative Agent may, on its behalf or on behalf of such other Banks and to the fullest extent permitted by applicable law, apply at such time the amount so paid by such Borrower to or for the account of such Defaulting Bank to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. If the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the Notes payment to such extent of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Banks, ratably in accordance with their respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Banks and, if the amount of such payment made by such Borrower shall at any time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent and the other Banks, in the following order of priority:

(i) first, to the Administrative Agent for any Defaulted Amounts owing to the Administrative Agent (solely in its capacity as Administrative Agent) at such time; and

(ii) second, to the other Banks for any Defaulted Amounts owing to the other Banks (solely in their capacity as Banks) at such time, ratably in accordance with such respective Defaulted Amounts owing to each other Bank (solely in its capacity as a Bank) at such time.

Any part of such payment made by a Borrower for the account of such Defaulting Bank remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this Section 2.16(b), shall be applied by the Administrative Agent as specified in Section 2.16(c).

(c) If at any time, (i) any Bank shall be a Defaulting Bank, (ii) such Defaulting Bank shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the applicable Borrower, the Administrative Agent or any other Bank shall be required to pay or to distribute any amount hereunder or under any Note to or for the account of such Defaulting Bank, then such Borrower or such other Bank shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held by it. Any funds held by the Administrative Agent in escrow under this Section 2.16(c) shall be deposited by the Administrative Agent in an account with CNAI, in the name and under the control of the Administrative Agent, but subject to the provisions of this Section 2.16(c). The terms applicable to such account, including

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the rate of interest payable with respect to the credit balance of such account from time to time, shall be CNAI’s standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this Section 2.16(c). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Bank and to pay any amount payable by such Defaulting Bank hereunder to the Administrative Agent or any other Bank, as and when such Advances or such amounts are required to be made or paid and, if the amount so held in escrow shall any time be insufficient to make and pay all such Advances and all such amounts required to be made or paid at such time, in the following order of priority:

(A) first, to the Administrative Agent for any amounts due and payable by such Defaulting Bank to the Administrative Agent hereunder (solely in its capacity as Administrative Agent) at such time;

(B) second, to the other Banks for any amounts due and payable by such Defaulting Bank to the other Banks hereunder (solely in their capacity as Banks) at such time, ratably in accordance with such respective amounts due and payable to each other Bank (solely in its capacity as Bank) at such time; and

(C) third, to the applicable Borrower for any Advances required to be made by such Defaulting Bank pursuant to the Commitment of such Defaulting Bank at such time.

If such Defaulting Bank shall, at any time, cease to be a Defaulting Bank, any funds held by the Administrative Agent in escrow at such time with respect to such Defaulting Bank shall be distributed by the Administrative Agent to such Defaulting Bank and applied by such Defaulting Bank to the amounts owing to such Defaulting Bank at such time under this Agreement in accordance with the terms of this Agreement.

(d) The rights and remedies against a Defaulting Bank under this Section 2.16 are in addition to other rights and remedies that the applicable Borrower may have against such Defaulting Bank with respect to any Defaulted Advance and that the Administrative Agent or any other Bank may have against such Defaulting Bank with respect to any Defaulted Amount.

SECTION 2.17 Increase of Aggregate Commitments. (a) The Company may (not less than 90 days prior the Termination Date and no more than twice in each fiscal year of the Company), on the terms set forth below, request that the aggregate amount of the Commitments be increased by an amount which does not exceed $250,000,000; provided, however, that an increase in the Commitments hereunder may only be made at a time when (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the Public Debt Rating from S&P is at least BBB+ (stable) and the Public Debt Rating from Moody’s is at least Baa1 (stable) and (iii) the representations and warranties of the Company contained in this Agreement, are true on and as of the date of such request and the date upon which such commitment increase becomes effective.

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(b) If the Company requests an increase in the aggregate Commitments:

(i) any such increase shall be in an incremental aggregate amount of $10,000,000 (but not in excess of $250,000,000 in the aggregate for all such increases);

(ii) each of the Banks shall be given the opportunity to participate in the increased aggregate Commitments (x) initially, ratably in accordance with its Pro Rata Share, and (y) next, to the extent that the requested increase in the aggregate Commitments is not fulfilled pursuant to the preceding clause (x) and subject to Section 2.17(d) below, in such additional amounts as any Bank and the Company agree; and

(iii) if, after each Bank has been afforded an opportunity to increase its Commitment to satisfy the Company’s requested increase, the aggregate increase in the Commitments offered by the Banks is less than the Company’s requested increase, then the Company shall consult with the Administrative Agent as to the number, identity and requested Commitments of additional financial institutions which the Company may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) invite to participate in the aggregate Commitments; provided that the minimum Commitment of each such additional financial institutions shall be a minimum incremental aggregate amount of $25,000,000.

(c) No Bank shall have any obligation to increase its Commitment pursuant to a request by the Company hereunder. No Bank shall be deemed to have approved an increase in its Commitment unless such approval is in writing. Failure on the part of any Bank to respond to a request by the Company within 30 days of such Bank’s receipt of notice of such request hereunder shall be deemed a rejection of such request.

(d) In no event shall any Bank’s Commitment, after giving effect to an increase in its Commitment hereunder, exceed 25% of the aggregate Commitments under this Agreement.

(e) If the Company and one or more of the Banks (or other financial institutions) shall agree upon such an increase in the aggregate Commitments hereunder (i) the Company, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a consent in the form of Exhibit E hereto and (ii) the Company shall furnish new Notes to each financial institution that is extending a new Commitment and to each Bank which is increasing its Commitment. Notwithstanding anything else to the contrary contained in Section 2.08(c) or (d), if an increase in the aggregate Commitments pursuant to this Section 2.17 occurs during an Interest Period for an outstanding Borrowing, (a) such Borrowing may not be continued or converted pursuant to Section 2.08(c) or (d) and (b) such Borrowing shall be due and payable at the end of the current Interest Period applicable thereto, without prejudice to each Borrower’s right, subject to the terms and conditions of this Agreement, to reborrow all or any portion of the amount of such Borrowing.

SECTION 2.18 Letters of Credit.

(a) General. Each Existing Letter of Credit is deemed to be a letter of credit issued hereunder for all purposes of this Agreement and the Notes. In addition, subject to the terms and conditions set forth herein, a Borrower may request the issuance of Letters of Credit denominated in Dollars for its own account in a form reasonably acceptable to the Issuing Bank, at any time and from

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time to time during the period from the Effective Date until (but not including) the date that is five (5) Business Days prior to the Termination Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Applicant Party to, or entered into by the Applicant Party with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Applicant Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (two (2) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Applicant Party also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit) the Applicant Party shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed, in respect of Letters of Credit, $50,000,000 and (ii) the Credit Exposure shall not exceed the total Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on (i) the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which, in no event, shall extend beyond the date referred to in clause (i)(B) of this paragraph (c)) or (ii) with respect to Letters of Credit not to exceed an aggregate amount of $1,000,000 such date later than one year from the date of issuance (but in no event later than five (5) Business Days prior to the Termination Date).

(d) Participations. To the extent the Applicant Party does not reimburse the Issuing Bank within one (1) Business Day after the issuance of a Letter of Credit or an amendment to increase the amount of a Letter of Credit, without any further action on the part of the Issuing Bank or the Banks, the Issuing Bank hereby grants to each Bank, and each Bank hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Bank’s Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Bank’s Percentage of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Applicant Party on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Applicant Party for any reason. Each Bank acknowledges and agrees that its obligation to acquire participations

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pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Applicant Party in respect of such Letter of Credit shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement, not later than 5:00 p.m., New York City time, on the Business Day immediately following the date the Applicant Party receives notice under paragraph (g) of this Section of such L/C Disbursement. If the Applicant Party fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the Issuing Bank and each other Bank of the applicable L/C Disbursement, the payment then due from the Applicant Party in respect thereof and, in the case of a Bank, such Bank’s Percentage thereof. Promptly following receipt of such notice, each Bank shall pay to the Administrative Agent its Percentage of the payment then due from the Applicant Party, in the same manner as provided in Section 2.02 with respect to Advances made by such Bank (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to the Issuing Bank in Dollars the amounts so received by it from the Banks. Promptly following receipt by the Administrative Agent of any payment from the Applicant Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Banks have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Banks and the Issuing Bank as their interests may appear. Any payment made by a Bank pursuant to this paragraph to reimburse the Issuing Bank for any L/C Disbursement (other than the funding of Base Rate Advance as contemplated above) shall not constitute an Advance and shall not relieve the Applicant Party of its obligation to reimburse such L/C Disbursement.

(f) Obligations Absolute. The obligation of the Applicant Party to reimburse L/C Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Applicant Party’s obligations hereunder; provided that, in each case, payment by the Issuing Bank shall not have constituted gross negligence or willful misconduct. Neither the Administrative Agent, the Banks nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of

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the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to an Applicant Party to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Applicant Party to the extent permitted by applicable law) suffered by the Applicant Party that are determined to have been caused by (i) the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or (ii) the Issuing Bank’s refusal to issue a Letter of Credit in accordance with the terms of this Agreement. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank, the Issuing Bank shall be deemed to have exercised care in each such determination and each refusal to issue a Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent, the Applicant Party and the Company (if the Company is not the Applicant Party) by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make a L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Applicant Party of its obligation to reimburse the Issuing Bank and the Banks with respect to any such L/C Disbursement.

(h) Interim Interest. If the Issuing Bank shall make any L/C Disbursement, then, unless the Company or the Applicant Party shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Company or the Applicant Party reimburses such L/C Disbursement, at the rate per annum then applicable to Base Rate Advances; provided that, if such L/C Disbursement is not reimbursed by the Company or the Applicant Party when due pursuant to paragraph (e) of this Section, then Section 2.06(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Bank pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Bank to the extent of such payment.

(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Banks of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.04. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank

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hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If at any time the Commitments terminate while any Letters of Credit are outstanding, or if at any time any Applicant Party is required by this Agreement to cash-collateralize any Letters of Credit, the Company shall deposit in an interest-bearing cash collateral account opened by the Administrative Agent (the “Cash Collateral Account”) an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in the Cash Collateral Account pursuant to this Agreement shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit and other related obligations arising under this Agreement with respect to L/C Exposure. Upon the expiration, cancellation or other termination of any Letter of Credit, the Administrative Agent shall remit to such Applicant Party an amount equal to the difference between (i) the amount on deposit in the Cash Collateral Account at such time, and (ii) an amount equal to the L/C Exposure then outstanding. Following the expiration, cancellation or other termination of the final outstanding Letter of Credit, the funds remaining in the Cash Collateral Account, if any, shall be returned to the Company (or such other Person as may be lawfully entitled thereto).

(k) Reporting. Unless otherwise requested by the Administrative Agent, the Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each fiscal quarter, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding fiscal quarter, (ii) on or prior to each Business Day on which the Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), and the Issuing Bank shall be permitted to issue, amend, renew or extend such Letter of Credit if the Administrative Agent shall not have advised the Issuing Bank that such issuance, amendment renewal or extension would not be in conformity with the requirements of this Agreement, (iii) on each Business Day on which the Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

SECTION 2.19 Repayment of Advances; Evidence of Debt. (a) The Borrowers unconditionally promise to pay the Administrative Agent, on behalf of the Banks, on the Termination Date (or such earlier date on which the Advances become due and payable pursuant to Section 6.01), the unpaid principal amount of each Advance made to any of them by the Banks. The Borrowers further agree to pay interest in immediately available funds at the office of the Administrative Agent on the unpaid principal amount of the Advances from time to time from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.06.

(b) Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of any Borrower to such Bank resulting from the Advances made by such Bank to such Borrower, including the amounts of principal and interest payable and paid to such Bank from time to time hereunder.

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(c) The Administrative Agent shall maintain the Register pursuant to subsection 8.02, and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Advance made hereunder, the type of each Advance made and the Interest Period or maturity date (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from such Borrower to each Bank hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower and each Bank’s share thereof.

(d) The entries made in the Register and the accounts maintained pursuant to paragraphs (b) and (c) of this subsection shall be prima facie evidence of the items contained therein; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of such Borrower to repay (with applicable interest) the Advance made to such Borrower by such Bank in accordance with the terms of this Agreement.

(e) If requested by any Bank, the applicable Borrower shall execute and deliver, at the Company’s expense, to such Bank (and deliver a copy thereof to the Administrative Agent) one or more promissory notes evidencing the Advances owing to such Bank pursuant to this Agreement. Any such note shall be substantially in the form of Exhibit C, and shall be entitled to all of the rights and benefits of this Agreement.

SECTION 2.20 Borrowing Subsidiaries. The Company may at any time or from time to time add as a party to this Agreement any Subsidiary of the Company to be a “Borrowing Subsidiary” hereunder by causing such Subsidiary to execute and deliver a duly completed Assumption Letter substantially in the form of Exhibit B to the Administrative Agent, with the written consent of the Company included therein. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Borrowing Subsidiary as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on all Advances made to any Borrowing Subsidiary under this Agreement shall have been paid in full and all other obligations of such Borrowing Subsidiary shall have been fully performed, such Borrowing Subsidiary may, by not less than five (5) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Banks thereof), terminate its status as a “Borrowing Subsidiary.”

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01 Conditions Precedent to Effectiveness. The provisions of this Agreement shall become effective on the first day on or before March 26, 2004 (the “Effective Date”) on which all of the following conditions precedent have been satisfied:

(a) The Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for the Banks:

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(i) The Administrative Agent (or its counsel) shall have received from each party hereto either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;

(ii) To the extent requested pursuant to Section 2.19(e), a duly executed Note of the Company, for the account of each requesting Bank;

(iii) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the Company, and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder;

(iv) A certificate of a duly authorized officer of the Company, dated the Effective Date, certifying that as of such date, (A) the representations and warranties contained in Section 4.01 are correct on and as of the Effective Date and (B) no Default or Event of Default as of the date thereof has occurred and is continuing;

(v) An opinion of Sullivan & Cromwell LLP, substantially in the form of Exhibit F hereto; and

(vi) Copies of the restated certificate of incorporation of the Company, together with all amendments, and a certificate of good standing, each certified by the Secretary of State of Delaware, as well as the Company’s employer identification number;

(b) The Company shall have paid all reasonable accrued fees and expenses of the Arrangers, the Administrative Agent and the Banks which are due and payable on the Effective Date to the extent invoiced (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP, counsel for the Arrangers and the Administrative Agent);

(c) Both before and after giving effect to the Acquisition, there shall have occurred no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as a whole, since December 31, 2003;

(d) Both before and after giving effect to the Acquisition, there shall exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or to the knowledge of any Responsible Officer of the Company, threatened, that could reasonably be expected (i) to have a Material Adverse Effect or (ii) to materially and adversely affect the legality, validity or enforceability of this Agreement or any Note;

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(e) The representations and warranties contained in Section 4.01 shall be correct on and as of the Effective Date, as though made on and as of such date;

(f) No Default or Event of Default shall have occurred and be continuing;

(g) Evidence (satisfactory in form and substance to the Arrangers) of (x) the termination of the commitments under, and the payment of all amounts owing under, the Company’s existing five-year credit agreement dated as of October 10, 2002 among the Company, the banks party thereto and Bank One, NA, as administrative agent, (y) the termination of the commitments under, and the payment of all amounts owing under, the Company’s existing 364-day credit agreement dated as of October 9, 2003 among the Company, the banks party thereto and Bank One, NA as administrative agent and (z) the termination of the commitments under, and the payment of all amounts owing under, Moore Wallace’s existing credit agreement dated as of March 14, 2003 among Moore Wallace, the banks party thereto and CNAI as administrative agent, in each case, simultaneously with or immediately following the Effective Date;

(h) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and organizational documents filed by the Company;

(i) The Acquisition shall have been consummated, without amendment, modification or waiver of the Combination Agreement that would result in or require (x) a resolicitation of proxies pursuant to the Proxy Statement or (y) a waiver of the condition set forth in Section 4.1 (Dissent Rights) under the Combination Agreement;

(j) The Company’s long-term senior unsecured non-credit enhanced debt rating (and as to which there are no guarantors or other obligors) shall be at least BBB+ (stable) by S&P and Baa2 (stable) by Moody’s;

(k) Moore Wallace shall have delivered its consolidated financial statements as and for the year ended December 31, 2003, which shall have been audited by Deloitte & Touche LLP, as stated in their report attached thereto; and

(l) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent, any Issuing Bank or any Bank may, through the Administrative Agent, reasonably request.

SECTION 3.02 Conditions Precedent to Each Borrowing. The obligation of each Bank to make an Advance on the occasion of each Borrowing and the obligation to issue, amend, extend or renew a Letter of Credit shall be subject to the further conditions precedent on the date of such Borrowing or the date of issuance, amendment, extension or renewal of a Letter of Credit, that the following statements shall be true (and the giving of the applicable Notice of Borrowing and the acceptance

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by the applicable Borrower of the proceeds of such Borrowing and/or the receipt of a notice requesting the issuance of such Letter of Credit as required by Section 2.18 shall constitute a representation and warranty by the applicable Borrower that on the date of such Borrowing such statements are true):

(a) The representations and warranties contained in Section 4.01 (other than Section 4.01(e)(ii)) are correct on and as of the date of such Borrowing (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(b) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.

SECTION 3.03 Conditions Precedent to Initial Advance to Each Borrowing Subsidiary. The obligation of each Bank to make its initial Advance hereunder to any Borrowing Subsidiary and the obligation to issue, amend, extend or renew a Letter of Credit is subject to the conditions precedent that the Effective Date shall have occurred and the Administrative Agent shall have received on or before the day of the initial Borrowing by such Borrowing Subsidiary or the date of issuance, amendment, extension or renewal of a Letter of Credit the following, each in form and substance reasonably satisfactory to the Administrative Agent and in sufficient copies for the Banks:

(a) The Assumption Letter executed and delivered by such Borrowing Subsidiary and containing the written consent of the Company, as contemplated by Section 2.20 hereof;

(b) To the extent requested pursuant to Section 2.19(e), a Note executed by such Borrowing Subsidiary, payable for the account of each requesting Bank;

(c) Copies of any and all governmental approvals, if any, required with respect to the Assumption Letter;

(d) A certificate of the Secretary of such Borrowing Subsidiary certifying (A) copies attached thereto of the resolutions of the Board of Directors or similar body of such Borrowing Subsidiary authorizing and empowering certain officers of such Borrowing Subsidiary to enter into the Assumption Letter, (B) copies attached thereto of the organizational documents of such Borrowing Subsidiary and (C) the names and true signatures of the officers of such Borrowing Subsidiary authorized to sign the Assumption Letter and, to the extent requested pursuant to Section 2.19(e), any Notes;

(e) An opinion of counsel to such Borrowing Subsidiary, substantially in the form of Exhibit F hereto, and as to such other matters as the Administrative Agent shall reasonably request; and

(f) Copies of the organizational documents of such Borrowing Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as such Borrowing Subsidiary’s employer identification number.

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SECTION 3.04 Determinations. For purposes of determining compliance with the conditions specified above, each Bank shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Banks unless the officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Bank prior to the proposed Effective Date, as notified by the Administrative Agent to the Banks, specifying its objection thereto. The Administrative Agent shall promptly notify the Banks of the occurrence of the Effective Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Company. To induce the Banks to enter into this Agreement and to make the Advances and issue, amend review, extend or participate in the Letters of Credit hereunder, the Company hereby represents and warrants to the Administrative Agent and each Bank and the Issuing Bank (as the case may be) (both before and after giving effect to the Acquisition) as follows:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware.

(b) The execution, delivery and performance by the Company of this Agreement and the Notes are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official, and do not contravene or constitute a default under, (i) the Company’s certificate of incorporation, as amended, or by-laws or (ii) any provision of applicable law or regulation or any contractual restriction, judgment, order, injunction, decree or other instrument binding on or affecting the Company.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of this Agreement.

(d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the applicable Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(e) (i) The consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 2003, and the related consolidated statements of income,

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cash flow and shareholders’ equity of the Company and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles.

(ii) Since December 31, 2003, there has been no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as a whole.

(f) There are no actions, suits or proceedings (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or, to the knowledge of any Responsible Officer of the Company, threatened, that could reasonably be expected (i) to have a Material Adverse Effect or (ii) to materially and adversely affect the legality, validity or enforceability of this Agreement or any Note.

(g) Following application of the proceeds of each Advance to the Company, not more than 25% of the value of the assets of the Company and its Consolidated Subsidiaries will be Margin Stock subject to any restriction contained in any agreement or instrument between the Company and any Bank or any affiliate of any Bank relating to Debt within the scope of Section 6.01(e).

(h) The Company is not principally engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

(i) The Advances to each Borrower, and all related obligations of such Borrower under this Agreement, rank pari passu with all other unsecured indebtedness for money borrowed or raised by such Borrower that is not, by its terms, expressly subordinated to other such indebtedness of such Borrower.

(j) No Borrower is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(k) (i) All necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Company and its Subsidiaries, and the Company and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that the failure to so obtain or comply could not reasonably be expected to have a Material Adverse Effect; and (ii) no circumstances exist that could reasonably be expected to (A) form the basis of an Environmental Action against the Company or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be expected to have a Material Adverse Effect.

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(l) None of the properties owned or leased by the Company or any of its Subsidiaries is the subject of any investigation or cleanup, whether voluntary or required pursuant to any Environmental Law or ordered by any governmental authority, that could reasonably be expected to have a Material Adverse Effect.

(m) Since December 31, 2003, no ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.

(n) Since December 31, 2003, neither the Company nor any of its ERISA Affiliates (i) has incurred or is reasonably expected to incur any Withdrawal Liability with respect to any Multiemployer Plan or (ii) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(o) As of the last annual actuarial valuation date, the aggregate current liability (as defined in Section 412 of the Internal Revenue Code) under the Plans does not exceed the aggregate fair market value of the assets of such Plans by more than $100,000,000.

(p) The Company does not intend to treat the Advances and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Company determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

(q) All of the Company’s Subsidiaries that are corporations are duly incorporated, validly existing and in good standing under the laws of their respective jurisdictions of incorporation, and have all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as now conducted. All of the Company’s Subsidiaries that are a limited partnership or limited liability company are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, and have all powers and all material governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as now conducted.

(r) The information set forth in the Information Documents was true and accurate in all material respects on the date thereof and on the Effective Date and the information set forth in the Proxy Statement is true and accurate in all material respects on the date thereof, in each case, except that the Company makes no representation whatsoever (express or implied) with respect to any statements, information, estimates or projections with respect to the future trends or performance of the Company and its Subsidiaries. All written information regarding the Company and its Subsidiaries or Moore Wallace and its Subsidiaries furnished by, or on behalf of, the Company at any meeting to which all the Banks were invited and any written information regarding the Company and its Subsidiaries or Moore Wallace and its Subsidiaries furnished by, or on behalf of, the Company to the Administrative Agent or any Bank pursuant to or in connection with this Agreement was true and accurate in all material respects on the date as of which such information was furnished, subject to the exception set forth in the preceding sentence for statements, information, estimates or projections with respect to the future trends or performance of the Company and its Subsidiaries.

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(s) On the date of this Agreement, the aggregate principal amount of Debt outstanding which is secured by Liens on assets of the Company or any Subsidiary, in addition to the Liens set forth on Schedule 5.05(d), does not exceed $100,000,000.

(t) Prior to the Effective Date, the Acquisition shall have been consummated.

ARTICLE V

COVENANTS OF THE COMPANY

So long as any Advance shall remain unpaid or any Bank shall have any Commitment hereunder, unless the Majority Banks shall otherwise consent in writing:

SECTION 5.01 Compliance with Laws, Etc. The Company shall comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders, except for laws, rules, regulations and orders the violation of which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02 Interest Coverage Ratio. The Company shall maintain an Interest Coverage Ratio of not less than 3.0 to 1.

SECTION 5.03 Reporting Requirements. The Company shall furnish to the Banks:

(a) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, but in no case earlier than when such report shall be required to be filed with the Commission, a copy of the Company’s Quarterly Report on Form 10-Q filed with the Commission for such quarter, or any similar quarterly report required to be filed by the Company with the Commission; provided that if the Company shall no longer be required to so file with the Commission, the Company shall nonetheless thereafter continue to furnish to the Banks such financial statements and related materials as would have comprised such filings, at such times as the Company would have otherwise delivered the same to the Commission;

(b) within 120 days after the end of each fiscal year of the Company, but in no case earlier than when such report shall be required to be filed with the Commission, a copy of the Company’s Annual Report on Form 10-K filed with the Commission for such year, or any similar annual report required to be filed by the Company with the Commission; provided that if the Company shall no longer be required to so file with the Commission, the Company will nonetheless thereafter continue to furnish to the Banks such financial statements and related materials as would have comprised such filings, at such times as the Company would have otherwise delivered the same to the Commission;

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(c) simultaneously with the delivery of the reports referred to in clauses (a) and (b) above, a certificate of a designated financial officer of the Company (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Section 5.02 on the date of such financial statements and (ii) stating whether there exists on the date of such certificate any Default or Event of Default and setting forth the details thereof and the action which the Company is taking with respect thereto;

(d) promptly after the sending or filing thereof, copies of all reports which the Company sends to any of its security holders, and copies of all reports and registration statements (other than Form S-8 or any similar form) which any Borrower files with the Commission or any national securities exchange;

(e) promptly following any Responsible Officer’s knowledge thereof, notice in writing of (i) the occurrence of any Default or Event of Default and setting forth the details thereof and the action which the Company is taking with respect thereto, or (ii) the institution of, or any adverse final judgment in, any litigation, arbitration proceeding or governmental proceeding which, in the Company’s judgment, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and

(f) such other information as any Bank may reasonably request.

SECTION 5.04 Use of Proceeds. The proceeds of the Advances made under this Agreement will be used by the Borrowers for general corporate purposes, including commercial paper backstop and letters of credit; provided, that the Borrowers shall be required at all times to maintain unutilized availability under this Agreement equal to the sum of (x) their then outstanding commercial paper and (y) their issued Letters of Credit. None of such proceeds will be used in violation of any applicable law or regulation.

SECTION 5.05 Limitation on Liens, Etc. The Company shall not create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than:

(a) Liens arising in connection with the obligations of the Company or any Subsidiary under industrial revenue bonds;

(b) Liens on assets of a Subsidiary of a Borrower to secure Debt of such Subsidiary to any Borrower;

(c) Purchase money Liens claimed by sellers of goods on ordinary trade terms provided that no financing statement has been filed to perfect such Liens, and provided that no such Lien shall extend to assets of any character other than the goods being acquired;

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(d) Liens securing Debt existing as of December 31, 2003, listed on Schedule 5.05(d);

(e) Liens securing Debt on property of a corporation or firm (or division thereof) that becomes a Subsidiary of the Company or of any of its Subsidiaries after the date hereof in accordance with Section 5.06 and existing at the time such corporation is merged or consolidated with the Company or any Subsidiary, at the time such corporation or firm (or division thereof) becomes a Subsidiary of the Company or any of its Subsidiaries, or at the time of a sale, lease or other disposition of the properties of a corporation or a firm (or division thereof) as an entirety or substantially as an entirety to the Company or a Subsidiary, provided that such Liens were not created in contemplation of such merger, consolidation, acquisition, sale, lease or disposition and do not extend to assets other than those of the Person merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; provided that this clause (e) shall not be applicable to the Acquisition;

(f) Liens on life insurance policies owned by the Company or any Subsidiary, securing Insurance Policy Debt;

(g) Purchase money Liens constituting the interest of a lessor under a lease that would be capitalized on the lessee’s balance sheet in accordance with GAAP, or under a sale-leaseback transaction, in each case relating to equipment, provided that after giving effect thereto, no Event of Default under Section 5.02 shall exist;

(h) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Liens referred to in the foregoing subsections (a) through (g); provided that, in the case of Liens referred to in the foregoing subsections (c), (d), (e), (f) and (g), the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or a part of the property which is subject to the Lien so extended, renewed or replaced (plus improvements on such property);

(i) Liens incurred in connection with Securitization Transactions; provided, that such Liens do not encumber any property other than the Receivables and Related Security relating to such Securitization Transactions; and

(j) Additional Liens securing Debt other than as may be included in the foregoing subsections (a) through (i), provided, that the aggregate outstanding principal amount of such Debt shall not at any time exceed 15% of Consolidated Tangible Net Worth at such time.

SECTION 5.06 Merger; Sale of Assets. The Company shall not, and shall not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that:

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(a) the Company or a Material Subsidiary may merge or consolidate with or into any other Person; provided that, if the Company is a party to such merger or consolidation, the Company is the surviving entity;

(b) any Material Subsidiary that is a Borrowing Subsidiary may sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell or otherwise dispose of any or all of its assets to any other Person;

provided that (i) after giving effect to such merger, consolidation, sale or other disposition, no Default or Event of Default shall exist, and (ii) in the case of a transaction involving a Material Subsidiary, the assets to be sold or conveyed do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and

(c) the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions.

SECTION 5.07 Books and Records; Inspection. The Company shall, and shall cause each of its Subsidiaries to, (a) maintain complete and accurate books and records, in which full and correct entries shall be made of all financial transactions of the Company and each such Subsidiary in accordance with generally accepted accounting principles, and (b) permit any Bank, the Administrative Agent and their respective employees and agents, at such reasonable times during normal business hours and as often as may be reasonably requested, to inspect any of the properties of the Company or any of its Subsidiaries and to inspect and make copies of the material books and records of the Company and its Subsidiaries and to discuss the affairs and finances of the Company and its Subsidiaries with their officers; provided that such Bank or the Administrative Agent shall have delivered a written request for such inspection to the Company prior to the date of any such inspection and that any information provided to the Banks pursuant to this Section 5.07 shall be subject to the provisions of Section 10.09 hereof.

SECTION 5.08 Corporate Existence. Subject to the Company’s rights under Section 5.06, the Company shall, and shall cause each of its Material Subsidiaries to, at all times maintain its corporate existence and preserve and keep, or cause to be preserved and kept, in full force and effect its rights and franchises material to its businesses.

SECTION 5.09 Conduct of Business. The Company shall not, and shall not permit any Material Subsidiary to, engage in any line of business other than (A) the businesses engaged in by the Company and its Subsidiaries on the date hereof, (B) the businesses of media, business services or business outsourcing and (C) any business or activities substantially similar or related thereto (which shall include, without limitation, other businesses related to the handling and/or distribution of data used or processed in the businesses engaged in by the Company and its Subsidiaries on the date hereof).

SECTION 5.10 Payment of Taxes. The Company shall pay and discharge, and cause each of its Material Subsidiaries to pay and discharge, before the same shall become delinquent, all material taxes, assessments and governmental charges or levies imposed upon it or its property;

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provided, however, that neither the Company nor any of its Material Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or levy that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, as long as no action has been commenced to enforce any Lien securing any such tax, assessment, charge or levy.

SECTION 5.11 Maintenance of Property; Insurance. (a) The Company shall, and shall cause its Subsidiaries to, keep all property useful and necessary in their respective businesses in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not have a Material Adverse Effect.

(b) The Company and its Material Subsidiaries shall maintain, with financially sound and responsible insurance companies (which may include so-called captive insurance companies), such insurance against such risks as is customarily insured against companies engaged in similar businesses.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01 Events of Default. If one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a) A Borrower shall fail to pay when due any installment of principal of any Advance; or

(b) A Borrower shall fail to pay any fee under this Agreement, or any installment of interest on any Advance, within five (5) days after the due date thereof; or

(c) Any written representation or warranty, certification or statement made or deemed made by a Borrower herein or in connection with this Agreement shall prove to have been incorrect in any material respect when made or deemed made; or

(d) The Company shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.02, 5.03(a), (b) or (e), 5.04, 5.05, 5.06, 5.07, 5.08, 5.09 or 5.10, or (ii) any other term, covenant or agreement contained in this Agreement, other than as otherwise provided in this Section 6.01, on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company by the Administrative Agent or any Bank; or

(e) The Company or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt, any obligations in respect of acceptances, letters of credit or other similar instruments or any obligations pursuant to any Securitization Transaction, of the Company or such Material Subsidiary which is outstanding in a principal amount of at least $100,000,000 in the aggregate (but excluding Debt arising under this Agreement), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,

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demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or other obligation; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt or other obligation and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Debt or other obligation; or any Debt or other such obligation in which the outstanding principal exceeds $100,000,000 shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed, defeased or otherwise repurchased by the Company or any Material Subsidiary (other than by a regularly-scheduled required prepayment), or any offer to prepay, redeem, defease or purchase such Debt shall be required to be made, prior to the stated maturity thereof; or

(f) (i) The Company or any Material Subsidiary (A) shall generally not pay its debts as such debts become due, or (B) shall admit in writing its inability to pay its debts generally, or (C) shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the event of any such proceeding instituted against the Company or any Material Subsidiary (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days or shall result in the entry of an order for relief, the appointment of a trustee or receiver, or other action in such proceeding or result adverse to the Company or such Material Subsidiary, as applicable; or (iii) the Company or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f)(i)(B), (i)(C) or (ii); or

(g) Any Person, or a group of Persons acting in concert, shall at any time acquire beneficial ownership (within the meaning of Rule 13d-3 of the Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company representing 50% or more of the combined voting power of all Voting Stock of the Company; or

(h) The Company shall incur liability in excess of $100,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Company or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or

(i) One or more final judgments or orders for the payment of money, in an aggregate amount exceeding $100,000,000 at any one time outstanding (exclusive of judgment amounts fully covered by insurance, to the extent the insurer has admitted liability in respect thereof), shall be rendered against the Company or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order, or (ii) such judgments or orders shall not be discharged (or provision shall not have been made for such discharge), a stay of execution thereof shall not be obtained, or such

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judgments or orders shall not be paid or bonded, within 60 days from the date of entry thereof, and the Company or such Material Subsidiary, as the case may be, shall not, within such 60-day period, appeal therefrom and cause the execution thereof to be stayed pending such appeal;

then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, (i) terminate the Commitments and declare the obligation of each Bank to make Advances to any Borrower and of the Issuing Bank to issue Letters of Credit hereunder to be terminated, whereupon the same shall forthwith terminate, and (ii) declare the Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower; provided, however, that if an Event of Default under Section 6.01(f) (other than subsection (i)(a) thereof) occurs with respect to the Company, (A) the Commitments and the obligation of each Bank to make Advances to any Borrower and of the Issuing Bank to issue Letters of Credit hereunder shall automatically be terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

SECTION 6.02 Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Banks, irrespective of whether it is taking any of the actions described in Section 6.01 or otherwise, make demand upon the applicable Borrower to, and forthwith upon such demand such Borrower shall, (a) pay to the Administrative Agent on behalf of the Banks in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Majority Banks. If at any time the Administrative Agent determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Banks or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the applicable Borrower shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the Cash Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letters of Credit, to the extent funds are on deposit in the Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank to the extent permitted by applicable law. Promptly after all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the applicable Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such Cash Collateral Account shall be returned to the applicable Borrower.

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ARTICLE VII

GUARANTEE

SECTION 7.01 Unconditional Guarantee. For valuable consideration, receipt whereof is hereby acknowledged, and to induce the Banks to make Advances and the Issuing Bank to issue Letters of Credit to each Borrowing Subsidiary, the Company unconditionally and irrevocably guarantees to the Banks and the Administrative Agent that the principal of and interest on each Advance, Letter of Credit and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms hereof and thereof, and, in the case of any extension of time of payment, in whole or in part, that all such amounts shall be promptly paid when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such extension. In addition, the Company unconditionally agrees that upon (a) default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same, or (b) the occurrence and continuance of any event described in Section 6.01(e), (f) or (i) with respect to any Borrowing Subsidiary (as if each reference therein to “Material Subsidiary” were a reference to such Borrowing Subsidiary), the Company shall forthwith pay all principal, interest and other amounts payable hereunder by such Borrowing Subsidiary. Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such Borrowing Subsidiary to any Bank or the Administrative Agent under this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrowing Subsidiary.

SECTION 7.02 Validity. The obligations of the Company under this Article VII are independent of the obligations of the Borrowing Subsidiaries guaranteed hereunder, and a separate action or actions may be brought and prosecuted against the Company to enforce its obligations under this Article VII, irrespective of whether any action is brought against any Borrowing Subsidiary or whether any Borrowing Subsidiary is joined in any such action or actions. The obligations of the Company under this Article VII shall be unconditional irrespective of (i) the genuineness, validity, regularity or enforceability of the obligations of the Borrowing Subsidiaries under this Agreement, any Letter of Credit or any Note or any Assumption Letter, (ii) any law, regulation or order of any jurisdiction affecting any term of any obligation of any Borrowing Subsidiary under this Agreement or the rights of any Bank or the Administrative Agent with respect thereto, (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII, or any other amendment or waiver of or any consent to departure from this Agreement or the Notes, (iv) any change, restructuring or termination of the corporate structure or existence of any Borrowing Subsidiary or any of its Subsidiaries, or (v) to the fullest extent permitted by applicable law, any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor.

SECTION 7.03 Waivers. The Company expressly waives promptness, diligence, presentment, protest and any other notice with respect to the obligations of the Company under this Article VII and any requirement that any right or power be exhausted or any action be taken against any Borrowing Subsidiary and all notices and demands whatsoever.

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SECTION 7.04 Subrogation. The Company shall be subrogated to the rights of the Banks or the Administrative Agent against any Borrowing Subsidiary hereunder only after the Banks and the Administrative Agent shall have been paid in full all such amounts, with interest thereon, for which such Borrowing Subsidiary shall have become indebted hereunder.

SECTION 7.05 Acceleration. The Company agrees that, as between the Company on the one hand, and the Banks and the Administrative Agent, on the other hand, the obligations of each Borrowing Subsidiary guaranteed under this Article VII may be declared to be forthwith due and payable, or may be deemed automatically to have been accelerated, as provided in Section 6.01 hereof for purposes of this Article VII, notwithstanding any stay, injunction or other prohibition (whether in a bankruptcy proceeding affecting such Borrowing Subsidiary or otherwise) preventing such declaration as against such Borrowing Subsidiary and that, in the event of such declaration or automatic acceleration, such obligations (whether or not due and payable by such Borrowing Subsidiary) shall forthwith become due and payable by the Company for purposes of this Article VII.

SECTION 7.06 Reinstatement. The Company’s obligations under this Article VII shall be reinstated if at any time any payment received by any Bank or the Administrative Agent from any Borrowing Subsidiary hereunder is required to be repaid or returned by such Bank or the Administrative Agent, all as though such payment had not been made.

SECTION 7.07 Continuing Guarantee; Assignments. This guarantee of the Company shall (a) remain in full force and effect until the later of (i) the cash payment in full of the obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and (ii) the Termination Date, (b) be binding upon the Company, its successors and assigns and (c) inure to the benefit of, and be enforceable by, the Banks and the Administrative Agent and their successors, transferees and assigns (provided that the applicable transfers and assignments are made in accordance with the terms of this Agreement).

ARTICLE VIII

ADMINISTRATIVE AGENT; SYNDICATION AGENT;

CO-DOCUMENTATION AGENTS; CO-AGENTS

SECTION 8.01 Authorization and Action. Each Bank appoints and authorizes CNAI to act as the Administrative Agent hereunder, and each Bank irrevocably authorizes the Administrative Agent (for so long as the Administrative Agent remains in such capacity under this Agreement) to act as the contractual representative of such Bank with only the rights and duties expressly set forth herein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Banks with only those duties as are expressly set forth in this Agreement. In its capacity as the Banks’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Banks, (ii) is a “representative” of the Banks within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this

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Agreement. Each Bank agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank waives. The Administrative Agent shall have and may exercise such powers under this Agreement as are specifically delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental hereto. The Administrative Agent shall have no implied duties to the Banks, or any obligation to the Banks to take any action hereunder, except any action specifically provided by this Agreement to be taken by the Administrative Agent. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks, and such instructions shall be binding upon all Banks and all holders of the Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other instrument, document or agreement executed in connection herewith by or through employees, agents, and attorney-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint any Affiliate as its agent for all matters relating to Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, and each Bank shall treat any notice given by any such agent as if it had been given directly by the Administrative Agent.

SECTION 8.02 Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an assignment agreement entered into by the Bank that is the payee of such Note, as assignor, and a Purchaser, as assignee, as provided in Section 9.01(c); (ii) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (vi) shall not have any duty to ascertain, inquire into or verify the financial condition of the Company or any of its Subsidiaries; (vii) shall have no duty to disclose to the Banks information that is not required to be furnished by the Company to the Administrative Agent at such time, but is voluntarily furnished by the Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) shall incur no liability under or in respect

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of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Banks and all matters pertaining to the Administrative Agent’s duties hereunder.

SECTION 8.03 The Administrative Agent and Affiliates. With respect to any financial institution which shall become the Administrative Agent hereunder, and with respect to such financial institution’s Commitment and the Advances made by it, such financial institution shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Administrative Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated, include such financial institution in its individual capacity, if applicable. Each such financial institution and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Borrower, any of their respective Subsidiaries and any Person who may do business with or own securities of any Borrower or any such Subsidiary, all as if such financial institution were not the Administrative Agent and without any duty to account therefor to the Banks.

SECTION 8.04 Bank Credit Decision; Notice of Default. Each Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Bank and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or an Event of Default, unless the Agent has received written notice from a Bank or the Company referring to this Agreement describing such Default or Event of Default, and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Banks.

SECTION 8.05 Indemnification. (a) The Banks agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Notes held by each of them (or, if no Notes are outstanding at the time or if any Notes are held by Persons that are not Banks, ratably according to the respective amounts of their Commitments) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable legal fees and expenses) (the “Indemnified Costs”) which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other documents contemplated by or referred to herein or the transactions contemplated hereby or the enforcement of any of the terms hereof or of any such other documents, or any action taken or omitted by the Administrative Agent under this Agreement; provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent any of the foregoing is found to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limiting the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its

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ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Company. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Bank or a third party.

(b) Each Bank severally agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by the Company) from and against such Bank’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of this Agreement or any action taken or omitted by the Issuing Bank hereunder or in connection herewith; provided, however, that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse any Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Company under Section 10.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Company.

(c) For purposes of this Section 8.05, the Banks’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Banks, (ii) their respective Pro Rata Shares of the aggregate available amount of all Letters of Credit outstanding at such time and (iii) their respective unused Commitments at such time; provided that the aggregate principal amount of Advances owing to the Issuing Bank as a result of drawing under Letters of Credit shall be considered to be owed to the Banks ratably in accordance with their respective Commitments. The failure of any Bank to reimburse the Administrative Agent or the Issuing Bank, as the case may be, as provided herein shall not relieve any other Banks of its obligation hereunder to reimburse such Administrative Agent or the Issuing Bank (as the case may be) for its ratable share of such amount, but no Bank shall be responsible for the failure of any other Bank to reimburse the Administrative Agent or the Issuing Bank, as the case may be, for such other Bank’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Bank hereunder, the agreement and obligations of each Bank contained in this Section 8.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

SECTION 8.06 Successor Administrative Agent. The Administrative Agent may resign at any time by giving notice thereof to the Banks and the Company. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as the Issuing Bank, in which case upon the effectiveness of such resignation in accordance with this Section 8.06 the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as the Issuing Bank with respect to any Letters of Credit by it prior to the effective date of such resignation. Upon any such resignation, the Majority Banks shall have the right, with the consent of the Company (which consent shall not be unreasonably withheld or delayed) to appoint a successor

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Administrative Agent; provided that such consent shall not be required if a Default or Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.

SECTION 8.07 Syndication Agent; Co-Documentation Agents; Arrangers. The Banks identified in this Agreement as the Syndication Agent, the Co-Documentation Agents or the Arrangers shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, such Banks shall not have or be deemed to have a fiduciary relationship with any Bank. Each Bank hereby makes the same acknowledgments with respect to such Banks as it makes with respect to the Administrative Agent in Section 8.04.

ARTICLE IX

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

SECTION 9.01 Successors and Assigns. (a) The terms and provisions of this Agreement and the Notes shall be binding upon and inure to the benefit of the Company and the Banks and their respective successors and assigns permitted hereby, except that (i) neither the Company nor any Borrowing Subsidiary shall have the right to assign its rights or obligations under this Agreement and the Notes without the prior written consent of each Bank, and (ii) any transfer or assignment by any Bank must be made in compliance with this Section 9.01.

(b) Any Bank may at any time grant to one or more banks or other institutions (each a “Participant”) participating interests in its Commitment or any or all of its Advances. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent or the Issuing Bank, such Bank shall remain responsible for the performance of its obligations hereunder, and the applicable Borrower and the Administrative Agent or the Issuing Bank shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the applicable Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (ii), (iii) or (iv) of Section 9.01 without the consent of the Participant. The Borrowers agree that each Participant

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shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.02, 2.10, 2.11 and 2.15 with respect to its participating interest. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b).

(c) Any Bank may at any time assign to one or more banks or other institutions (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and each such Assignee shall assume such rights and obligations (or a proportionate part thereof), pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit A hereto executed by such Assignee and such transferor Bank, with (and subject to) the subscribed consent of the Company (such consent to not be unreasonably withheld) (unless an Event of Default has occurred and is continuing, or such assignment is to an Affiliate of such Bank, in any such case no such consent shall be required) and the Administrative Agent (if such assignment is to an Affiliate of such Bank, notice thereof shall be provided to the Administrative Agent but no consent thereto shall be required) and the Issuing Bank; provided that the amount assigned to each Assignee which was not theretofore a Bank shall be an aggregate amount not less than $10,000,000 or a multiple of $1,000,000 in excess thereof. Upon execution and delivery of such instrument and payment by the Assignee to such transferor Bank of the purchase price agreed between such transferor Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Commitment as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Bank, the Administrative Agent and the applicable Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the Assignee. In connection with any such assignment, the transferor Bank shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. If the Assignee is not incorporated under the laws of the United States or a state thereof, it shall deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.15.

(d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.

(e) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 2.11 or 2.15 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company’s prior written consent (which shall not be unreasonably withheld or delayed and, in any event, shall not be required if a Default or Event of Default has occurred and is then continuing) or by reason of the provisions of Section 2.11, 2.12 or 2.15 requiring such Bank to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist.

SECTION 9.02 Register. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices in New York, New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and

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addresses of the Banks, and the Commitments of, and principal amounts of the Advances owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

ARTICLE X

MISCELLANEOUS

SECTION 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Advances, nor any consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all Banks affected thereby, directly do any of the following: (i) waive any of the conditions specified in Section 3.01, (ii) increase or extend the Commitments (including reinstating a terminated or expired Commitment) of the Banks (except pursuant to Section 2.17) or subject the Banks to any additional obligations, (iii) reduce the principal of, or the stated rate at which interest accrues on, the Advances or reduce the stated rate of any fees payable hereunder, including on or with respect to any Letter of Credit, (iv) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder or the termination of any Commitment, (v) change the percentage of the Commitments, or of the aggregate unpaid principal amount of the Notes, or the number of Banks which shall be required for the Banks or any of them to take any action hereunder or (vi) amend the definition of “Majority Banks” or this Section 10.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, or the Issuing Bank (as the case may be), in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent, or the Issuing Bank (as the case may be), under this Agreement or any Note.

SECTION 10.02 Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication) and mailed, telegraphed, telecopied or delivered,

(i) if to any Borrower, to the Company at its address at 77 West Wacker Drive, Chicago, Illinois 60601 Attention: Treasurer;

(ii) if to the Issuing Bank, at the Domestic Lending Office specified opposite its name on Schedule I hereto;

(iii) if to any Bank listed on the signature pages hereof, at its Domestic Lending Office specified opposite its name on Schedule I hereto;

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(iv) if to any other Bank, at its Domestic Lending Office specified in the assignment agreement pursuant to which it became a Bank;

(v) if to the Administrative Agent, at the Domestic Lending Office specified opposite its name on Schedule I hereto;

or as to the Borrowers and the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties, and as to each such other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent. All such notices and communications shall, when sent by overnight courier, mailed or telecopied, be effective when delivered to such courier, deposited in the mails, or telecopied and confirmed by return telecopy, respectively, except that notices and communications to the Administrative Agent pursuant to Articles II, III and VIII shall not be effective until received by the Administrative Agent.

(b) If any notice required under this Agreement is permitted to be made, and is made, by telephone, actions taken or omitted to be taken in reliance thereon by the Administrative Agent or by any Bank shall be binding upon the Company and each other Borrower notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in confirmation thereof provided to the Administrative Agent or such Bank; provided that any such action taken or omitted to be taken by the Administrative Agent or such Bank shall have been in good faith and in accordance with the terms of this Agreement.

SECTION 10.03 No Waiver; Remedies. No failure on the part of any Bank or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10.04 Costs and Expenses. (a) The Company agrees to pay on demand all reasonable, documented out-of-pocket costs and expenses of the Arranger and the Administrative Agent (including, without limitation, reasonable fees and expenses of counsel), in connection with any amendments, modifications or waivers of the provisions hereof, or in determining the rights and obligations of the parties hereto under this Agreement and the Notes, or the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder.

(b) The Company agrees to pay to the Agents or the Issuing Bank, as the case may be, such fees as have been agreed to by such Agent or the Issuing Bank, as the case may be, and the Company in one or more separate agreements.

SECTION 10.05 Right of Set-off. (a) Without limiting any of the obligations of the Borrowers or the rights of the Banks hereunder, if any Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note each Bank may, without prior notice to such Borrower (which notice is expressly waived by it to the fullest extent permitted by applicable law), set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final, in any currency, matured or

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unmatured) and other obligations and liabilities at any time held or owing by such Bank or any of its Affiliates or any branch or agency thereof to or for the credit or account of such Borrower. Each Bank shall promptly provide notice of such set-off to such Borrower; provided that failure by such Bank to provide such notice shall not give such Borrower any cause of action or right to damages or affect the validity of such set-off and application.

(b) If any Bank shall obtain from any Borrower payment of any principal of or interest on a Advance or payment of any other amount under this Agreement or any Note through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, as a result of such payment, such Bank shall have received a percentage of the principal of or interest on such Advance or such other amounts then due hereunder by such Borrower to such Bank in excess of its Pro Rata Share thereof, it shall promptly purchase from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in) the Advances or such other amounts, respectively, owing to such other Banks (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time, as shall be equitable, to the end that all the Banks shall share the benefit of such excess payment (net of any expenses that may be incurred by such Bank in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Advances or such other amounts, respectively, owing to each of the other Banks. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.

(c) Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers.

SECTION 10.06 Binding Effect; Integration. This Agreement shall become effective when this Agreement shall have been executed by the Company and the Administrative Agent and when the Administrative Agent shall have been notified by each Bank listed on the signature pages hereof that it has executed this Agreement and thereafter shall be binding upon and inure to the benefit of the Company, the Administrative Agent and each Bank and their respective successors and assigns, except that neither the Company nor any Borrowing Subsidiary shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Banks. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all other prior agreements and understandings, oral or written, relating to the subject matter hereof.

SECTION 10.07 Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 10.08 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts. Transmission by facsimile of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Agreement.

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SECTION 10.09 Confidentiality. Each Bank agrees that it will use commercially reasonable efforts to keep confidential any information from time to time supplied to it by the Company which the Company designates in writing at the time of its delivery to the Bank is to be treated confidentially; provided, however, that nothing herein shall affect the disclosure of any such information to: (i) the extent required by statute, rule, regulation or judicial process or that is otherwise made public by the Company; (ii) counsel for any Bank or to their respective accountants; (iii) bank examiners and auditors; (iv) any Affiliate of such Bank; (v) any other Bank, or potential Assignee or Participant who agrees to be bound by the confidentiality provisions hereof; or (vi) any other Person in connection with any litigation to which any one or more of the Banks is a party; provided further, however, that each Bank agrees that it will use reasonable efforts to promptly notify the Company of any request for information under this clause (vi) or with respect to any request for information not enumerated in this Section 10.09, if not otherwise prohibited from doing so.

SECTION 10.10 Non-Reliance by the Banks. Each Bank by its signature to this Agreement represents and warrants that (i) it has not relied in the extension of the credit contemplated by this Agreement, nor will it rely in the maintenance thereof, upon any assets of the Company or its Subsidiaries consisting of Margin Stock as collateral and (ii) after reviewing the financial statements of the Company and its Consolidated Subsidiaries referred to in Section 4.01(e)(i), such Bank has concluded therefrom that the consolidated cash flow of the Company and its Consolidated Subsidiaries is sufficient to support the credit extended to the Company pursuant to this Agreement.

SECTION 10.11 Indemnification. The Company agrees to indemnify the Administrative Agent, each Bank, the Issuing Bank and their respective Related Parties (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all claims, liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, asserted or awarded against such Indemnitee in connection with any actual or threatened litigation, proceeding or investigation (whether or not such Indemnitee shall be designated a party thereto and including, without limitation, in connection with the preparation of a defense in connection therewith) arising out of or in connection with or by reason of this Agreement, the Notes, the transactions contemplated herein or any actual or proposed use of proceeds of Advances hereunder or the enforcement of rights under this Section 10.11; provided that no Indemnitee shall have the right to be indemnified hereunder for (i) any claim, damage, loss, liability or expense that is found to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct, and (ii) any breach by such Indemnitee of such Indemnitee’s express obligations under this Agreement. At its own expense, the Company shall have the right to participate in (but not control) the defense of any action with respect to which it may have an indemnity obligation hereunder. The Company shall not assert any claim against the Administrative Agent, any Bank, the Issuing Bank or any of their respective Related Parties, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the actual or proposed use of any Advance.

SECTION 10.12 Severability. In case any provision in this Agreement or in any Note shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement or such Note, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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SECTION 10.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE COMPANY, ANY BORROWING SUBSIDIARY, THE ADMINISTRATIVE AGENT OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY BENCH TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 10.14 Jurisdiction, Etc. (a) Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court sitting in New York City or federal court of the United States of America sitting in the Southern District of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes or the transactions contemplated hereby, or for recognition or enforcement of any judgment. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York state or federal court. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 10.15 Nonliability of Banks. The relationship between the Borrowers on the one hand and the Banks and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger nor any Bank shall have any fiduciary responsibilities to any of the Borrowers. Neither the Administrative Agent, the Arranger nor any Bank undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of the Borrowers’ business or operations. Neither the Administrative Agent, the Arranger nor any Bank shall have any liability with respect to, and the Borrowers waive, release and agree not to sue for, any special, indirect or consequential damages suffered by the Borrowers in connection with, arising out of, or in any way related to this Agreement or the transactions contemplated thereby.

SECTION 10.16 Governmental Regulation. Anything contained in this Agreement to the contrary notwithstanding, no Bank shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

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SECTION 10.17 USA Patriot Act Notification. The following notification is provided to each Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318 (the “USA Patriot Act”):

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for such Borrower: When such Borrower opens an account, if such Borrower is an individual, the Administrative Agent and the Banks will ask for such Borrower’s name, residential address, tax identification number, date of birth, and other information that will allow the Administrative Agent and the Banks to identify such Borrower, and, if such Borrower is not an individual, the Administrative Agent and the Banks will ask for such Borrower’s name, tax identification number, business address, and other information that will allow the Administrative Agent and the Banks to identify such Borrower. The Administrative Agent and the Banks may also ask, if such Borrower is an individual, to see such Borrower’s driver’s license or other identifying documents, and, if such Borrower is not an individual, to see such Borrower’s legal organization documents or other identifying documents.

SECTION 10.18 Citigroup Direct Website Communications.

(a) Delivery. (i) The Company hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any Default or Event of Default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. In addition, the Borrowers agree to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or the Notes but only to the extent requested by the Administrative Agent. Nothing in this Section 10.19 shall prejudice the right of the Administrative Agent, the Arrangers or any Bank or the Company to give any notice or other communication pursuant to this Agreement in any other manner specified in this Agreement.

(ii) The Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement. Each Bank agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform (as defined below) shall constitute effective delivery of the Communications to such Bank for purposes of this Agreement and the Notes. Each Bank agrees (A) to notify the Administrative

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Agent in writing (including by electronic communication) from time to time of such Bank’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

(b) Posting. The Company further agrees that the Administrative Agent may make the Communications available to the Banks by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”).

(c) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its affiliates or any of their respective officers, directors, employees, agents advisors or representatives (collectively, “Agent Parties”) have any liability to the Company, any Bank or any other person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Company’s or the Administrative Agent’s transmission of communications through the internet, except to the extent the liability of any Agent Party is found to have resulted primarily from such Agent Party’s gross negligence or willful misconduct.

SECTION 10.19 Survival. The obligations of the Borrowers under Sections 2.07, 2.10, 2.11(a) and (b), 2.14, 2.15, 8.05, 10.04, 10.09 and 10.11, and the obligations of the Banks under Sections 8.05 and 10.09, shall survive the repayment of the Advances and the termination of the Commitments; provided that any such obligation shall not survive for more than one year after the later of such events; and, in the case of any Bank that may assign any interest in its Commitment or Advances, shall survive the making of such assignment, notwithstanding that such assigning Bank may cease to be a “Bank” hereunder, and shall survive the resignation or removal of the Administrative Agent. In addition, each representation and warranty made, or deemed to be made by a notice of any Advance, herein or pursuant hereto shall survive the making of such representation and warranty, and no Bank shall be deemed to have waived, by reason of making any Advance, any Default or Event of Default that may arise by reason of such representation or warranty proving to have been false or misleading, notwithstanding that such Bank or the Administrative Agent may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such extension of credit was made.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

R.R. DONNELLEY & SONS COMPANY
By:	/s/ James Moran
	Name:
	Title:	Vice President & Treasurer
CITICORP NORTH AMERICA, INC., as
Administrative Agent, Issuing Bank and as a Bank
By:	/s/ Robert A. Danziger
	Name:
	Title:	Attorney-in-Fact
BANK ONE, NA
as Syndication Agent and a Bank
By:	/s/ Diane M. Faunda
	Name:
	Title:	Director, Capital Markets
The Governor & Company of the Bank of Ireland, as a Bank
By:	/s/ Aoife Hughes
	Name:
	Title:	Manager
By:	/s/ Catherine Strecker
	Name:
	Title:	Manager
BNP PARIBAS, as Co-Documentation Agent and as a Bank
By:	/s/ Brian F. Hewett
	Name:
	Title:	Director

S-1

By:	/s/ Peter C. Labrie
	Name:
	Title:	Central Region Manager
Credit Lyonnais New York Branch, as a Bank
By:	/s/ Rod Hurst
	Name:
	Title:	Vice President
EXPORT DEVELOPMENT CANADA, as a Bank
By:	/s/ Francine Clement
	Name:
	Title:	Financial Services Manager
By:	/s/ William J. Brown
	Name:
	Title:	Director
Fifth Third Bank, as a Bank
By:	/s/ Jeff Assenmacher
	Name:
	Title:	Assistant Vice President
FLEET NATIONAL BANK, Co-Documentation Agent and as a Bank
By:	/s/ Laura Neenan
	Name:
	Title:	Vice President
ING Bank N.V., as a Bank
By:	/s/ P.T. Van Beck [illegible]
	Name:
	Title:	Director, Corp. Clients, General Industries
By:	/s/ E.C. Shery [illegible]
	Name:
	Title:

68

JPMORGAN CHASE BANK, as Co-Documentation Agent and as a Bank
By:	/s/ Randolph Cates
	Name:
	Title:	Vice President
KeyBank National Association, as a Bank
By:	/s/ James T. Teichman
	Name:
	Title:	Portfolio Manager
LASALLE BANK NATIONAL ASSOCIATION, as a Bank
By:	/s/ Aaron L. Markos
	Name:
	Title:	Assistant Vice President
MORGAN STANLEY BANK, as a Bank
By:	/s/ Daniel Twenge
	Name:
	Title:	Vice President
The Northern Trust Company, as a Bank
By:	/s/ Chris McKean
	Name:
	Title:	Vice President
PNC Bank, National Association, as a Bank
By:	/s/ Dorothy G.W. Brailer
	Name:
	Title:	Vice President
Sumitomo Mitsui Banking Corporation, as a Bank
By:	/s/ Leo E. Pagarigan
	Name:
	Title:	Senior Vice President

UFJ BANK LIMITED, as a Bank
By:	/s/ Russell Bohner
	Name:
	Title:	Vice President
The Bank of Tokyo-Mitsubishi, Ltd., as a Bank
By:	/s/ Shinichiro Munechika
	Name:
	Title:	Deputy General Manager
U.S. BANK NATIONAL ASSOCIATION, as a Bank
By:	/s/ David M. Hirsch
	Name:
	Title:	Vice President
Wachovia Bank, National Association, as a Bank
By:	/s/ Kirsten Carver
	Name:
	Title:	Assistant Vice President
Wells Fargo Bank, N.A., as a Bank
By:	/s/ Charles Reed
	Name:
	Title:	Vice President
By:	/s/ Kathleen Savard
	Name:
	Title:	Vice President

EX-4.6

Exhibit 4.6

EXECUTION VERSION

R.R. DONNELLEY & SONS COMPANY

$400,000,000 3.75% Notes due 2009

$600,000,000 4.95% Notes due 2014

REGISTRATION RIGHTS AGREEMENT

New York, New York

March 10, 2004

Citigroup Global Markets Inc.

Fleet Securities, Inc.

J.P. Morgan Securities Inc.

As Representatives of the several Initial

Purchasers named in Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

R.R. Donnelley & Sons Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes, among other things, to issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $400,000,000 aggregate principal amount of its 3.75% notes due 2009 (the “2009 Notes”) and $600,000,000 aggregate principal amount of its 4.95% notes due 2014 (the “2014 Notes,” and, together with the 2009 Notes, the “Securities”) upon the terms set forth in a purchase agreement dated March 3, 2004 (the “Purchase Agreement”) relating to the initial placement of the Securities (the “Initial Placement”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company hereby agrees with you for your benefit and the benefit of the registered holders from time to time of Securities and Exchange Securities (as defined below) (including the Initial Purchasers) (each a “Holder” and, together, the “Holders” for as long as such Person holds Securities), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following defined terms shall have the following respective meanings:

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

“Affiliate” of or Person “affiliated” with, any specified Person shall mean any Person that directly, or indirectly through one or more intermediaries, controls, is controlled

by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled by” and “under common control with” shall have meanings correlative to the foregoing.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning set forth in the preamble hereto.

“Conduct Rules” shall have the meaning set forth in Section 4(s) hereof.

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

“Exchange Offer Registration Period” shall mean the up to 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchange Securities” shall mean debt securities of the Company identical in all material respects to the Securities (except that the liquidated damages provisions, the transfer restrictions and the restrictive legends shall be modified or eliminated, as appropriate) and to be issued under the Indenture.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for Exchange Securities.

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“Final Memorandum” shall have the meaning set forth in the Purchase Agreement.

“Holder(s)” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean the Indenture relating to the Securities, to be dated as of the original issuance of the Securities, between the Company and the Trustee, as amended or supplemented from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Securities and Exchange Securities, as the case may be, registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.

“Person” shall mean an individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

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

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer a like aggregate principal amount of Exchange Securities in exchange for the Securities.

“Registration Default” shall have the meaning set forth in Section 3(c).

“Registration Default Period” shall have the meaning set forth in Section 3(c).

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“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Representatives” shall have the meaning set forth in the preamble hereto.

“Securities” shall mean the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or Exchange Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any Person deemed an “underwriter,” under the Act, of Securities or Exchange Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Company shall prepare and, not later than 180 days following the date of the original issuance of the Securities (the “Issue Date”) (or if such 180 day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 240 days of the Issue Date (or if such 240th day is not a Business Day, the next succeeding Business Day).

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for

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Exchange Securities (assuming that such Holder is not an Affiliate of the Company, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution of the Exchange Securities, is not a broker-dealer tendering Securities directly acquired from the Company for its own account and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act and under state securities or blue sky laws.

(c) In connection with the Registered Exchange Offer, the Company shall:

(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);

(iii) if the Company receives notice from an Exchanging Dealer that such Exchanging Dealer holds Securities acquired for the account of such Exchanging Dealer as a result of market making or other trading activities, use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Registered Exchange Offer is open by sending to the entity specified in the Prospectus, a facsimile or letter setting forth the name of such Holder, the principal amount of the Securities delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested, provide a supplemental letter to the Commission (A) stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co. Incorporated (pub. avail. June 5, 1991); and (B) including a

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representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities; and

(vii) comply in all respects with all applicable laws relating to the Registered Exchange Offer.

(d) Promptly after the close of the Registered Exchange Offer, the Company shall:

(i) accept for exchange all Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal, which shall be an exhibit thereto;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(q) hereof all Securities so accepted for exchange; and

(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e) Each Holder, by tendering Securities for exchange for Exchange Securities, acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co. Incorporated (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in Shearman & Sterling (pub. avail. July 2, 1993) and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508 of Regulation S-K, as applicable, under the Act if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer:

(i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business;

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(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Act; and

(iii) such Holder is not an Affiliate of the Company.

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities. The Company shall use its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Exchange Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days, or the Registered Exchange Offer is not consummated within 280 days, after the Issue Date; or (iii) prior to the 20th day following consummation of the Registered Exchange Offer (A) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (B) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (C) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 and 508 of Regulation S-K, as applicable, under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with Section 3(b) hereof.

(b) (i) The Company shall as promptly as reasonably practicable (but in no event more than 120 days after so required or requested pursuant to this Section 3), file with

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the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act (within 180 days after so required or requested pursuant to this Section 3), a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by a majority of such Holders and set forth in such Shelf Registration Statement; provided, however, that nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a); provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 and 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the original issuance date of the Securities or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (in any such case, such period being called the “Shelf Registration Period”).

(c) In the event that:

(i) within 180 days after the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission;

(ii) within 240 days after the Issue Date, the Exchange Offer Registration Statement has not been declared effective;

(iii) within 280 days after the Issue Date, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; or

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(iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of Securities or Exchange Securities in accordance with and during the periods specified in this Agreement,

(each such event a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, additional interest will accrue on the aggregate principal amount of the Securities and Exchange Securities (in addition to the stated interest on the Securities and Exchange Securities) (“Additional Interest”) from and including the date on which any such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at an initial rate of 0.25% per annum, which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues up to a maximum of 0.50% per annum.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

(a) the Company shall:

(i) furnish to each of you or your counsel, not less than three Business Days prior to the filing thereof with the Commission, a copy of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, and each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein (and upon written request, all documents incorporated by reference therein after the initial filing) and shall use their reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose within a reasonable time prior to such filing;

(ii) in the case of an Exchange Offer Registration Statement, to the extent permitted by the Act, include the information in substantially the form set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in substantially the form set forth in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in substantially the form set forth in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in substantially the form set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and

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(iii) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities or Exchange Securities pursuant to the Shelf Registration Statement as selling security holders and the applicable information required by Item 507 of Regulation S-K as provided by the Holders.

(b) The Company shall advise you, the Holders of Securities or Exchange Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(i) when a Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading 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 the Prospectus, in the light of the circumstances under which they were made) not misleading; provided that such notice need not identify the reasons for such event that requires such change in the Registration Statement.

(c) The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

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(d) The Company shall furnish to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including, upon written request, all material incorporated therein by reference and exhibits thereto (including exhibits incorporated by reference therein).

(e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(f) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including, upon written request, all material incorporated by reference therein, and all exhibits thereto (including exhibits incorporated by reference therein).

(g) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(h) Prior to the Registered Exchange Offer or any other offering of Securities or Exchange Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation or service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject.

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(i) The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Exchange Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(j) Upon the occurrence of any event contemplated by subsections (b)(ii) through (v) above, the Company shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof and the Shelf Registration Statement provided for in Section 3(b) hereof shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(b) hereof to and including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4; provided that in no event shall the Company be required to maintain the effectiveness of any Exchange Offer Registration Statement or Shelf Registration Statement beyond the second anniversary of the original issue date of the Securities. As soon as practicable following receipt of notice from the Company in accordance with Section 4(b) hereof, each Holder and Exchange Dealer agrees to suspend use of the Prospectus until such Holder and Exchange Dealer receive copies of the amended or supplemented Prospectus or until it receives written notice from the Company that the use of the applicable Prospectus may be resumed.

(k) Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust Company.

(l) The Company shall comply with all applicable rules and regulations of the Commission and make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act.

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

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(n) The Company may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may exclude from such Shelf Registration Statement the Securities or Exchange Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(o) In the case of any Shelf Registration Statement, the Company shall enter into such and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities or Exchange Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6).

(p) In the case of any Shelf Registration Statement, the Company shall:

(i) make reasonably available for inspection by the Holders of Securities or Exchange Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company during normal business hours at the offices where such information is typically kept;

(ii) cause the officers, directors and employees of the Company to supply all relevant information reasonably requested by the Holders or any such underwriter or attorney in connection with any such Shelf Registration Statement as is customary for similar due diligence examinations during normal business hours at the offices where such information is typically kept; provided, however, that any confidential information referred to in Section 4(p)(i) above or this Section 4(p)(ii) shall be kept confidential by the Holders or any such underwriter or attorney, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; provided, further, that prior written notice shall be provided as soon as practicable to the Company of the potential disclosure of any information in connection with a court proceeding or required by law to permit the Company to obtain a protective order or take such other action to prevent disclosure of such information;

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(iii) make such representations and warranties to the Holders of Securities or Exchange Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement as may be reasonably requested;

(iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder (if then customary in underwritten offerings) and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of the Company or any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(j) and with any customary conditions contained in the underwriting agreement or other customary agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(p) shall be performed at each closing under any underwriting or similar agreement as and to the extent required thereunder.

(q) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the Exchange Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

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(r) The Company will use its reasonable best efforts (i) if the Securities have been rated prior to the initial sale of such Securities pursuant to the Purchase Agreement, to confirm such ratings will apply to the Securities or the Exchange Securities, as the case may be, covered by a Exchange Offer Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters.

(s) In the event that any Broker-Dealer shall underwrite any Securities or Exchange Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules of the National Association of Securities Dealers, Inc. (the “Conduct Rules”)) thereof, whether as a Holder or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall assist such Broker-Dealer in complying with the requirements of such Conduct Rules, including, without limitation, by:

(i) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities or Exchange Securities;

(ii) indemnifying any 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 such Conduct Rules.

(t) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the Exchange Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses. The Company shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof, and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of such one firm or counsel acting in connection therewith.

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6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Securities or Exchange Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(f) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal, state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (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 the Registration Statement as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or in any “wrapped” version thereof constituting an offering memorandum under applicable Canadian securities laws, 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 not misleading, and jointly and severally agree to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder relating to such Holder specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

The Company also agrees to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or Exchange Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(n) hereof.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(f) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company, its directors and each of its officers who signs such Registration Statement, and each Person who controls the Company within the meaning of either the Act or the Exchange

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Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ one firm of separate counsel (including one local counsel firm), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, based upon the advice of counsel, that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances, be liable for the fees and expenses of only one firm of attorneys (in addition to local counsel) at any time for all such indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

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(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or Exchange Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a Exchange Security, applicable to the Security that was exchangeable into such Exchange Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or Exchange Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not

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guilty of such fraudulent misrepresentation. For purposes of this Section 6, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

(e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section 6 hereof, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or Exchange Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriter(s) shall be selected by the Majority Holders and shall be reasonably satisfactory to the Company.

(b) No Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person’s Securities or Exchange Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

9. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority Holders; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each of the Initial Purchasers against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or Exchange Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or Exchange Securities, as the case may be, being sold rather than registered under such Registration Statement.

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

(a) if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of this Section 10, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the Indentures, with a copy in like manner to Citigroup Global Markets Inc.;

(b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and

(c) if to the Company, initially at its address set forth in the Purchase Agreement.

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

The Initial Purchasers or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

11. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the Exchange Securities. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities or the Exchange Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

12. Counterparts. This Agreement may be in signed counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement.

13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof.

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14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

15. 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 shall be enforceable to the fullest extent permitted by law.

16. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Company or its Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

17. Submission to Jurisdiction. By the execution and delivery of this Agreement, the Company submits to the non-exclusive jurisdiction of any federal or state court in the State of New York in any suit or proceeding arising out of or relating to this Agreement or brought under federal or state securities laws. By receiving the rights and benefits under this Agreement, each Holder also submits to the non-exclusive jurisdiction of any federal or state court in the State of New York in any suit or proceeding arising out of or relating to this Agreement or brought under federal or state securities laws.

18. Termination. This Agreement shall automatically terminate if the Company completes a Special Mandatory Redemption (as defined in the Indenture).

[Signature Page Follows]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers.

Very truly yours,
R.R. DONNELLEY & SONS COMPANY
By:	/s/ Robert J. Kelderhouse
	Name:
	Title: Senior Vice President & Treasurer

S-1

CITIGROUP GLOBAL MARKETS INC.

FLEET SECURITIES, INC.

J.P. MORGAN SECURITIES INC.

By: Citigroup Global Markets Inc.

By:	/s/ Thomas Faherty
	Name:
	Title:	Vice President

For themselves and the other several Initial

Purchasers named in Schedule I to

the foregoing Agreement.

S-2

SCHEDULE I

Initial Purchasers:

Citigroup Global Markets Inc.

Fleet Securities, Inc.

J.P. Morgan Securities Inc.

Banc One Capital Markets, Inc.

Scotia Capital (USA) Inc.

Morgan Stanley & Co. Incorporated

Bank of Tokyo-Mitsubishi, Ltd.

BNP Paribas Securities Corp.

ABN AMRO Incorporated

Credit Lyonnais Securities (USA) Inc.

Sch. I-1

ANNEX A

Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.”

A-1

ANNEX B

Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

B-1

ANNEX C

Plan of Distribution

Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until                     , 200    , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of Exchange Securities by Broker-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act.

C-1

ANNEX D

[    ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

D-1

EX-10.12

Exhibit 10.12

AMENDMENT TO MOORE WALLACE INCORPORATED 2001 LONG TERM INCENTIVE PLAN

The Moore Wallace Incorporated 2001 Long Term Incentive Plan (the “Plan”) is hereby amended as follows effective February 27, 2004. All defined terms not defined herein shall have the definitions set forth in the Plan.

For purposes of the Plan, as long as a grantee of an option under the Plan continues to be employed by R.R. Donnelley & Sons Company (“RR Donnelley”) or any of its subsidiaries upon the combination of RR Donnelley and Moore Wallace Incorporated pursuant to the Combination Agreement dated November 8, 2003 between RR Donnelley and Moore Wallace, such grantee shall not be treated as terminating employment with Moore Wallace or any of its subsidiaries under the Plan.

1

EX-10.14

Exhibit 10.14

AMENDMENT TO MOORE WALLACE INCORPORATED 2003 LONG TERM INCENTIVE PLAN

The Moore Wallace Incorporated 2003 Long Term Incentive Plan, as amended October 15, 2003 (the “Plan”) is hereby amended as follows effective February 27, 2004. All defined terms not defined herein shall have the definitions set forth in the Plan.

1. The term “Company” shall mean R.R. Donnelley & Sons Company.

2. “Common Shares” shall mean the shares of common stock of the Company.

3. The number of Common Shares which may be issued pursuant to Awards under the Plan shall not exceed 6,300,000 (and in determining the number of Common Shares which may be issued pursuant to Awards under the Plan, Awards made in respect of common shares of Moore Wallace Incorporated shall be adjusted in the same manner that common shares of Moore Wallace Incorporated and Awards in respect of common shares of Moore Wallace Incorporated were adjusted under the terms of the combination involving Moore Wallace Incorporated and R.R. Donnelley & Sons Company).

EX-10.17

Exhibit 10.17 EXECUTION COPY

R.R. DONNELLEY & SONS COMPANY

77 W. Wacker Drive

Chicago, IL 60601-1696

Effective as of November 8, 2003

Mr. Mark A. Angelson

[ADDRESS]

Dear Mr. Angelson:

I am writing this letter on behalf of the Board of Directors (the “Board”) of R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), to confirm the terms and conditions of your employment with the Company to commence immediately following the consummation of the transaction contemplated by the Combination Agreement, dated as of November 8, 2003 (the “Combination Agreement”), between the Company and Moore Wallace Incorporated, a corporation continued under the laws of Canada (“MWI”), (the “Effective Date”). In the event that such transaction does not occur by June 30, 2004, or if the Combination Agreement shall have been terminated in accordance with its terms, or shall have been abandoned by mutual agreement of the parties thereto, this Letter Agreement shall be rendered void and without effect, and neither you nor the Company shall have any duty or obligation to the other hereunder. This Letter Agreement amends and restates in its entirety the original letter agreement between you and the Company dated as of November 8, 2003 (the “Previous Letter Agreement”) and the Previous Letter Agreement is hereby terminated and of no further force and effect.

1. Term of Employment Your employment will commence upon the Effective Date and, subject to termination as provided in Section 15, shall end on the third anniversary of the Effective Date; provided that on the second anniversary of the Effective Date and each subsequent anniversary of the Effective Date occurring prior to your attaining the age of 64, the term of your employment will automatically be extended by an additional year unless the Company or you give the other party written notice prior to the applicable anniversary of the Effective Date, that the term does not so extend or you do not want the term to be so extended. Such employment period, as it may be extended, shall hereinafter be referred to as the “Term.”

2. Title and Duties.

(a) Position. During the Term, you will serve as Chief Executive Officer of the Company and will have such duties and responsibilities and power and authority as those normally associated with such position in public companies of a similar stature, plus any additional duties, responsibilities and/or power and authority assigned to you by the Board which

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are consistent with your position. You shall report solely and directly to the Board and all other executives shall report to you or your delegatees, except and to the extent required by applicable law.

(b) Board and Committees. During the Term, the Company shall use its best efforts to cause you to be nominated for election to the Board. In the event of any termination of your employment, you agree to offer to resign as an officer and director of the Company and of each of its subsidiaries and affiliates for which you serve as an officer or director.

(c) Outside Interests. Nothing contained herein shall preclude you from (i) with the prior approval of the Board, which approval shall not unreasonably be withheld, serving on the board of directors of any business corporation; (ii) serving on the board of, or working for any charitable or community organization or engaging in charitable or community activities, or (iii) pursuing your personal, financial and legal affairs, so long as the foregoing activities, individually or collectively, do not materially interfere with the performance of your duties hereunder and do not violate the provisions of Section 18(b) hereof.

3. Base Salary. During the Term, the Company will pay you a minimum base salary at the annual rate of $1,000,000, subject to increase from time to time (the “Base Salary”). The Base Salary will be payable in accordance with the Company’s payroll practices. The Human Resources Committee (the “Committee”) of the Board will review your Base Salary annually and may, in its sole discretion, increase (but not decrease) the Base Salary based on your performance, the Company’s performance, the salaries paid to other employees of the Company and such other factors, such as competitive practices, as it deems appropriate.

4. Bonus. During the Term, you will be eligible to receive an annual bonus (the “Annual Bonus”) pursuant to the Company’s Senior Management Annual Incentive Plan or successor plan, with a target bonus opportunity of one hundred fifty percent (150%) of Base Salary (the “Target Bonus”) and a maximum bonus opportunity of one hundred and fifty percent (150%) of Target Bonus; provided, however, that your minimum Annual Bonus with respect to 2004 will be twice your Base Salary, less any amounts paid to you pursuant to any MWI annual bonus plans with respect to any portion of 2004. The performance objectives for your Annual Bonus with respect to each calendar year after 2004 will be determined by the Committee, in consultation with you, as promptly as practicable, but not later than March 15, of each such calendar year.

5. Initial Stock Option Grant.

(a) Terms of Grant. On the Effective Date, you will be granted a stock option (the “Initial Option”) pursuant to the Company’s 2000 Stock Incentive Plan as adopted by the Board of Directors on January 27, 2000 or any successor plan (the “Stock Incentive Plan”) to purchase 1,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the stock on the Effective Date. The Initial Option will vest in equal installments over a four year period in accordance with the Stock Incentive Plan as long as you are still employed by the Company on each such date. Any portion of the Initial Option that is not fully vested will become fully vested upon the occurrence of a Change of Control (as defined in the Stock Incentive Plan in effect as of the date hereof). The Initial Option shall be evidenced by an award

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agreement in the form generally used by the Company for option awards to senior executives, provided, however, that if there is any inconsistency between the terms and conditions set forth in any such form and the provisions of this Letter Agreement, the provisions of this Letter Agreement shall control.

(b) Stock Exercises and Stock Withholding. In accordance with the Stock Incentive Plan, the agreement evidencing the Initial Option will (i) permit payment of the exercise price in previously owned shares of common stock of the Company which you have owned for at least six months prior to delivery of such shares or which you have purchased on the open market and have good title free and clear of all encumbrances and (ii) provide in respect of tax withholding, that (A) the Company may withhold shares of common stock which would otherwise be delivered to you, having an aggregate fair market value determined as of the date of the obligation to withhold, in the amount necessary to satisfy the withholding obligation, and (B) you may satisfy such obligation by delivering previously owned shares meeting the requirements set forth in (i).

6. Initial Restricted Stock Unit Grants.

(a) Terms of Grant. As of the Effective Date, you will be granted 310,000 stock units in respect of common stock of the Company (the “Initial Restricted Stock Units”) pursuant to the Stock Incentive Plan. The Initial Restricted Stock Units shall be evidenced by an award agreement in the form generally used by the Company for grants of comparable awards to other senior executives, provided, however, that if there is any inconsistency between the terms and conditions set forth in any such form and the provisions of this Letter Agreement, the provisions of this Letter Agreement shall control. The Initial Restricted Stock Units shall vest as follows:

Number of Units	Vesting Date
70,000	1st anniversary of Effective Date
70,000	2nd anniversary of Effective Date
70,000	3rd anniversary of Effective Date
50,000	4th anniversary of Effective Date
50,000	5th anniversary of Effective Date

(b) Dividend Equivalents and Stock Withholding. The Initial Restricted Stock Units shall be credited with amounts equal to the dividends and other distributions payable after the Effective Date (unless the record date for such dividends or other distributions precedes the Effective Date) on that number of shares of the Company’s common stock to which the Initial Restricted Stock Units relate. Such amounts will be deemed reinvested in the Company’s common stock and shall have the same vesting schedule as the Initial Restricted Stock Units to which they relate. The agreement evidencing the award of Initial Restricted Stock Units will provide that the Company may withhold shares of common stock which would otherwise be

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delivered to you in settlement of the Initial Restricted Stock Units having an aggregate fair market value determined as of the date of the obligation to withhold, in the amount necessary to satisfy the withholding obligation. Any portion of the Initial Restricted Stock Units that is not fully vested will become fully vested upon the occurrence of a Change of Control (as defined in the Stock Incentive Plan in effect as of the date hereof).

7. Initial Performance Units. As of the Effective Date, the Company will grant you stock units in respect of 300,000 shares of common stock (the “Initial Performance Units”) pursuant to the Stock Incentive Plan. The Initial Performance Units shall be evidenced by an award agreement substantially in the form generally used by the Company for comparable awards to other senior executives, provided, however, that if there is any inconsistency between the terms and conditions set forth in any such form and the provisions of this Letter Agreement, the provisions of this Letter Agreement shall control. The number of shares of the Company’s common stock payable in respect of one-half of the Initial Performance Units will be determined based on the performance of the Company against the “Cost Savings Matrix,” and one-half will be determined based on the performance of the Company against the “Normalized Earnings Per Share Matrix”, each as shown on Attachment A hereto. The agreement evidencing the award of Initial Performance Units will provide that the Company may withhold shares of common stock which would otherwise be delivered to you in settlement of the Initial Performance Units having an aggregate fair market value determined as of the date of the obligation to withhold, in the amount necessary to satisfy the withholding obligation.

8. Equity Grants. You will be eligible to receive additional annual awards of options, restricted stock units and performance units pursuant to the Stock Incentive Plan (or any successor plan) in accordance with the Company’s policy governing similar awards to other senior executives in effect from time to time.

9. Retirement Benefits.

(a) Retirement Benefit Accruals. If you retire after completing at least five full years of continuous service for the Company following the Effective Date, you shall be eligible to receive a retirement benefit, payable annually for your lifetime and commencing at age 60 or at such later date as you terminate your employment with the Company (the “Retirement Benefit”). The Retirement Benefit payable after completion of such five years of service shall equal 25% of your Average Annual Cash Compensation (defined below), and shall increase by 2.0% of such Average Annual Cash Compensation for each additional year of service (with proportion for partial years of service) thereafter, but shall be reduced, as described below, by any benefit (the “Retirement Plan Benefit”) payable to you under the R.R. Donnelley & Sons Company Retirement Benefit Plan and the R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan (collectively, the “Retirement Plans”). “Average Annual Cash Compensation” shall be equal to the average of the sums of your Base Salary plus Annual Bonus paid in the two calendar years out of the last five full calendar years ended prior to the date of your termination of employment in which the sums of such items of compensation is the highest; provided, however, that amounts that would have been paid in a calendar year but for your election to defer receipt of such amounts shall be included in the amount of your Base Salary and/or Annual Bonus paid in such calendar year for purposes of this calculation. The Retirement Benefit shall be payable in such optional forms (e.g., a 50% joint and survivor annuity) and subject to the

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same actuarial equivalent calculations and reductions for early commencement (i.e., prior to age 62.5) as apply in respect of the Retirement Plans and if your Retirement Plan Benefit is paid (or to be paid) at a time or in a form different than your Retirement Benefit, the amount of the reduction thereto for your Retirement Plan Benefit shall be the actuarial equivalent thereof determined as if your Retirement Plan Benefit were paid at the same time and in the same form as your Retirement Benefit

(b) Accelerated Vesting for Certain Terminations. Notwithstanding the foregoing provisions of Section 9(a), you shall also be entitled to receive the Retirement Benefit, commencing at age 60 and subject to reduction for early commencement (i.e. prior to age 62.5), in an amount equal to 25% of the sum of your Base Salary and your Target Bonus in effect on the date of your termination, in the event that, prior to the fifth anniversary of the Effective Date, your employment is terminated without Cause or for Good Reason (as described below).

(c) Additional Medical Benefits Coverage. If you become vested in the Retirement Benefit pursuant to either Section 9(a) or 9(b), you shall be entitled to receive medical benefits on the same terms and conditions as would otherwise have applied had you continued to be employed as the Chief Executive Officer until the earlier of the time at which (x) you turn 65 or (y) you become eligible for medical benefits under the terms and conditions of another employer’s medical benefits plan.

10. Employee Benefits. You will be provided the same welfare and fringe benefits and perquisites that were made available during 2003 to your predecessor as the Company’s Chief Executive Officer, and will waive any waiting periods or similar requirements for all medical, dental and other health plans for which you are eligible. Provided you are insurable at standard rates, the Company will also pay the premium on a term (or, at the sole option of the Company, whole) life insurance policy in a face amount equal to $10 million, payable to the beneficiary or beneficiaries you may designate from time to time.

11. Vacation. You will be entitled to four (4) weeks paid vacation per calendar year in accordance with the Company’s vacation policy as in effect from time to time.

12. Expense Reimbursement. The Company will reimburse you for all proper expenses incurred by you in the performance of your duties hereunder in accordance with the Company’s policies and procedures.

13. Temporary Living Expenses; Moving Expenses. The Company will provide you with an apartment in Chicago as temporary living quarters for up to one year following the Effective Date, and will reimburse you for the costs and expenses reasonably incurred by you in traveling between the Company’s offices in Chicago and New York City for up to one year following the Effective Date. You agree that, on or before the first anniversary of the Effective Date, you shall rent or purchase an apartment or home in the greater Chicago area. The Company will provide you with the same relocation benefits generally made available to its senior executives (including the Company’s former Chief Executive Officer).

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14. Legal and Other Fees. The Company will reimburse you for reasonable legal and other professional fees and out-of-pocket expenses incurred by you in connection with the preparation and negotiation of this Letter Agreement.

15. Termination of Employment.

(a) Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below), you will receive, immediately upon the effectiveness of any such termination, a lump sum cash payment equal to the sum of (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company’s otherwise applicable employee benefit plans or programs) accrued or owing through the date of termination (“Accrued Obligations”), (ii) an amount equal to your pro-rated Target Bonus for the year of such termination, calculated by multiplying your Target Bonus by a fraction, the numerator of which is the number of days in the year elapsed prior to such termination and the denominator of which is 365 (“Pro-rated Bonus”) and (iii) two times the sum of your (A) then Base Salary and (B) the greater of your target Annual Bonus and Annual Bonus for the immediately preceding year, provided that you shall have executed a release that is mutually acceptable to you and the Company, it being understood that the Company and you shall negotiate in good faith as to the form of such release. In addition to the foregoing lump sum payment, the Company will continue your participation in the welfare benefits plans of the Company, but only until the earlier of two years following the date of such termination of employment and the date on which you become covered by a similar plan maintained by any subsequent employer (or provide you with cash in an amount that allows you to purchase equivalent coverage for the same period). You shall also receive the Retirement Benefit in accordance with Section 9(b) hereof, and shall be deemed to have satisfied any age and service requirement otherwise applicable in respect of your rights under any employee benefit plan, program or arrangement (except where waiver of such age and/or service conditions would conflict with any requirement of applicable law). In addition, upon such termination, (i) any portion of the Initial Option and options subsequently granted that are not then exercisable shall become exercisable as of the date of your termination, (ii) all Initial Restricted Stock Units shall vest, (iii) the measurement date for purposes of calculating the payout under those Initial Performance Units that are linked to Cost Savings shall be the date of your termination and (iv) the Initial Performance Units that are linked to normalized EPS objectives shall vest and be payable, if at all, on the same terms and conditions that would have applied had your employment not terminated. The Initial Option and all subsequent options shall remain exercisable for a period of three years (or, if less, for the remainder of their original terms) following any such termination.

(b) Termination Following a Change of Control. Upon a termination of your employment without Cause or for Good Reason within two years following a Change of Control (as defined in the Stock Incentive Plan in effect as of the date hereof) occurring after the Effective Date, you shall receive all the benefits described in the first three sentences of Section 15(a), except that the severance benefit payable to you shall be based on “three times” not “two times” the sum of your Base Salary and the applicable bonus described above, and the continuation of your Medical Benefits and other welfare benefits shall be for three years (not two years) following your termination. You shall also receive the additional benefits payable

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pursuant to Section 17. All outstanding options and restricted stock units (including the Initial Option and the Initial Restricted Stock Units) shall vest in full upon such Change of Control. All Performance Units (including, without limitation, the Initial Performance Units) shall vest and become payable with respect to that number of shares of the Company’s common stock that would vest at target performance (100% achievement) or, if greater, based on actual performance through the date of the Change of Control. The Initial Option and all subsequent options shall remain exercisable for a period of five years (or, if less, for the remainder of their original terms) following any such termination.

(c) Termination Other than for Good Reason or for Cause. If you terminate your employment other than for Good Reason or if your employment is terminated by the Company for Cause, you will receive no further payments, compensation or benefits under this Letter Agreement, except that you will be eligible to receive, immediately upon the effectiveness of such termination, Accrued Obligations and such compensation or benefits that have been earned and will become payable without regard to future services. In addition, if your employment is terminated by you other than for Good Reason or Retirement, (i) any vested options then outstanding shall remain exercisable for not less than 30 days after such termination (or, if less, for the remainder of their original terms), although no further options shall vest during such additional period, (ii) any unvested Initial Restricted Stock Units shall be forfeited and (iii) any unvested Initial Performance Units shall be forfeited.

(d) Disability or Death. If your employment terminates by reason of death or Disability, you or your beneficiaries will receive all Accrued Obligations and your Prorated Bonus. In addition, all outstanding options (including the Initial Option) and all outstanding restricted stock units (including the Initial Restricted Stock Units) shall immediately vest in full, and all vested options shall remain exercisable for two years (or, if less, for the remainder of their original terms). Fifty percent of the unvested portion of the Initial Performance Units shall become vested and payable in full assuming the attainment of target performance (100% achievement) or, if greater, based on actual performance. In addition, upon a termination due to Disability, you will receive (i) an amount equal to 60% of your Base Salary, at the annual rate in effect at the termination your employment, for a period ending with the end of the month in which you become 65, less the amount of any disability benefits provided to you by the Company (other than benefits attributable to your own contributions) under any disability plan; (ii) any Retirement Benefit payable pursuant to the terms of this Agreement, offset by any payment in respect of the same period made pursuant to (i), and (iii) continued accrual of credited service for the purpose of the Retirement Benefit during the period of your Disability or, if sooner, until the earlier of your election to commence receiving your Retirement Benefit. Additionally, you (or, following your death either while employed or when you are eligible for the special medical benefits provided in Section 9(b), your spouse and eligible dependents) shall be entitled to receive medical benefits that would have been made available to you (or such spouse and dependants) had you continued to be employed as the Chief Executive Officer (on the same terms and conditions as would otherwise have applied) until the earlier of the time at which (x) in your case, you turn 65 or become eligible for medical benefits under substantially the same terms and conditions under another employer’s medical benefits plan; (y) in the case of your spouse, until she turns 65 or becomes eligible for medical benefits under the substantially the same terms and conditions under another employer’s medical benefits plan; and (z) in the case of any other eligible dependent, until he or she would have ceased to be eligible for medical

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benefits under the Company medical plan or becomes eligible for medical benefits under substantially the same terms and conditions under another employer’s medical benefits plan. You shall also be deemed to have satisfied any age and service requirement otherwise applicable in respect of your rights under any employee benefit plan, program or arrangement (except where waiver of such age and/or service conditions would conflict with any requirement of applicable law).

(e) Retirement. In the event of your retirement after attaining the age of 60 and completing at least five years of continued service for the Company following the Effective Date (a “Retirement”), you shall receive the Accrued Obligations and the Pro-rated Bonus. In addition, upon such termination, (i) a pro-rated portion of the Initial Option and any options subsequently granted that are not then exercisable shall become exercisable as of the date of your termination, and (ii) a pro-rated portion of any service requirement with respect to any unvested Initial Restricted Stock Units and Initial Performance Units shall be waived, and such portion of such units shall vest and be payable, if at all, on the same terms and conditions that would have applied had your employment not have terminated. The pro-rated portion of any award shall be determined by dividing the period of your actual employment from and after the grant date of such award by the total period of service that would be required to have vested in full in such award in the ordinary course. The Initial Option and all subsequent options so vested shall remain exercisable for a period of five years following any such termination. You shall also receive the Retirement Benefit described in Section 9(a) or (b) above, to the extent that you have become vested in such benefit under the terms of either such Section. You shall also be deemed to have satisfied any age and service requirement otherwise applicable in respect of your rights under any employee benefit plan, program or arrangement (except where waiver of such age and/or service conditions would conflict with any requirement of applicable law).

(f) Definition of Cause. For purposes of this Letter Agreement, “Cause” means (i) your willful and continued failure to substantially perform your duties hereunder (other than such failure resulting from your incapacity due to physical or mental illness or any such failure subsequent to your being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company); (ii) your willful engagement in illegal conduct or breach of fiduciary duty which, in each case, is intended to enrich yourself and is materially injurious (monetarily or otherwise) to the Company, its subsidiaries or affiliates, (iii) your conviction of, or plea nolo contendere to, a felony or other crime involving fraud, dishonesty, or moral turpitude; or (iv) your refusal or failure to attempt in good faith to follow the written direction of the Board (provided that such written direction is consistent with your duties and station, and is not inconsistent with clause (i) of Section 15(g)) promptly upon receipt of such written notice. For purposes of this Section, no act or failure to act will be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the action was in the best interest of the Company. Any act, or failure to act, based upon authority given to you pursuant to a resolution duly adopted by the Board or, based upon the advice of counsel for the Company, shall be conclusively presumed to be done or omitted to be done, by you in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to you a copy of a resolution duly adopted by at least three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you and your counsel to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in

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clause (i) through (iv) has occurred and specifying the particulars thereof in detail, provided that the Company may suspend you without pay (without it being Good Reason) pending such meeting. The Company must notify you of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(g) Definition of Good Reason. For purposes of this Letter Agreement, “Good Reason” means (i) a material diminution of your duties or responsibilities, including, without limitation, any actions or failure to act by the Company or the Board that has the effect, whether individually or in the aggregate, of materially impeding Executive’s ability to perform properly the duties and responsibilities of the Chief Executive Officer of the Company or to develop or implement plans to enhance the profitability of the Company consistent with a strategic plan approved by the Board (which strategic plan, during the period commencing on the Effective Date and ending on the third anniversary of the Effective Date, shall be generally consistent with the metrics set forth on Attachment A) among other ways, by disciplined capital expenditures, cost reductions, and the facilitation of cross selling; (ii) a reduction in your base salary or annual or long-term incentive compensation opportunity (it being understood that a reduction in the dollar amount of your annual bonus from year to year solely as the result of achievement or failure to achieve the target performance objectives shall not constitute a reduction in your annual bonus opportunity); (iii) failure to elect or reelect you as a member of the Board; (iv) requiring your principal place of business to be located other than in the metropolitan Chicago area or New York City; (v) a material breach by the Company of any other provision of the Agreement; or (vi) failure of the Company to extend the Term pursuant to Section 1, unless such failure occurs after the fifth anniversary of the Effective Date. Any termination by Executive for Good Reason shall be effected by a written notice of termination, and the Company shall have a reasonable time (not to exceed 15 days) in which to cure the act or omission giving rise to Good Reason, if susceptible of being cured. If not cured within such time, Executive may terminate his employment for Good Reason.

(h) Definition of Disability. For purposes of this Letter Agreement, “Disability” will mean “total and permanent disability”, as defined in the Company’s long-term disability plan for senior executives (or such other Company-provided long-term disability benefit plan sponsored by the Company in which you participate at the time the determination of Disability is made).

16. Indemnification. The Company shall indemnify and make permitted advances to you on a current basis, to the fullest extent permitted by law, if you are made or threatened to be made a party to a proceeding by reason of your being or having been an officer, director or employee of the Company or any of its predecessors, subsidiaries or affiliates or your having served on any other enterprise as a director, officer or employee at the request of the Company. In addition, the Company shall use its best efforts to maintain insurance, at its expense, to protect you against any such expense, liability or loss to which you would be entitled to indemnification or reimbursement under the foregoing sentence.

17. Tax Indemnity.

(a) If the Company or the Company’s independent accountants determine that any payments and benefits called for under this Letter Agreement together with any other payments

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and benefits made available to you by the Company or an affiliate of the Company will result in you being subject to an excise tax under Section 4999 of the Internal Revenue Code (the “Code”) or any successor provision of the Code or similar tax imposed by any other jurisdiction, or if such an excise tax is assessed against you as a result of any such payments and other benefits, the Company shall make a Gross Up Payment (as defined below) to or on behalf of you as and when any such determination or assessment is made, provided you take such action (other than waiving your right to any payments or benefits) as the Company reasonably requests under the circumstances to mitigate or challenge such tax or assessment thereof. Any determinations under this Section 17 shall be made in accordance with the provisions of Section 280G of the Code and any applicable related regulations and any related Internal Revenue Service rulings and any related case law or other applicable law. The term “Gross UP Payment” for purposes of this Section 17 shall mean a payment to or on behalf of you which shall be sufficient to pay (a) in full any excise tax described in this Section 17 (including any excise tax payable in respect of the Gross-Up Payment), (b) any interest or penalties assessed by the Internal Revenue Service on you which are related to the payment of such excise tax and (c) any federal, state and local income tax and social security and other employment tax on the Gross-Up Payment and on any payments made to avoid assessment of, or mitigate or challenge, the payment of such tax. Finally, you and the Company acknowledge and agree that a Gross Up Payment is intended to put you in the same after-tax position which you would have been in if there was no excise tax under Section 4999 of the Code or any successor provision of the Code or similar tax imposed by any other jurisdiction on any of your payments or benefits described in this Section 17. Therefore you agree to return to the Company the excess of any Gross Up Payment made to you over the payment which would have been sufficient to put you in the same after-tax position which you would have been in if there was no excise tax under Section 4999 of the Code on any of your payments or benefits described in this Section 17 or plus interest thereon at the applicable federal rate, as determined pursuant to Section 1274(d) of the Code, compounded annually, and the Company agrees that the fact that you make any such return on one date shall not alter the Company’s obligation to make one, or more than one, additional Gross Up Payment at any later date if and to the extent necessary to put you in the same after tax position which you would have been in if there was no excise tax under Section 4999 of the Code, or any successor provision of the Code or similar tax imposed by any other jurisdiction, on any of your payments and benefits.

(b) Continued Effect. This Section 17 shall continue in effect until you agree that all of the Company’s obligations to you under this Section 17 have been satisfied in full or a court of competent jurisdiction makes a final determination that the Company has no further obligations to you under this Section 17, whichever comes first

18. Covenants. In exchange for the remuneration outlined above, in addition to providing service to the Company as set forth in this Letter Agreement, you agree to the following covenants:

(a) Confidentiality. For a period of five years following any termination of your employment, you will keep confidential any trade secrets and confidential or proprietary information of the Company which are now known to you or which hereafter may become known to you as a result of your employment or association with the Company and will not at any time directly or indirectly disclose any such information to any person, firm or corporation,

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or use the same in any way other than in connection with the business of the Company during, and at all times after, the termination of your employment, provided, however, that nothing in this Section 18(a) shall be construed to extend the length of the non-competition period described in Section 18(b). For purposes of this Letter Agreement, “trade secrets and confidential or proprietary information” means information unique to the Company which has a significant business purpose and is not known or generally available from sources outside the Company or typical of industry practice, but shall not include any of the foregoing (i) that becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of you or (ii) that is required to be disclosed by any law, regulation of order of any court or regulatory commission, department or agency, provided that you give prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment

(b) Non-Competition. You further covenant that during the term of your employment and for two years following termination of your employment by the Company for any reason, you will not, for yourself or on behalf of any other person, partnership, company or corporation, directly or indirectly, acquire any financial or beneficial interest in (except as provided in the next sentence), be employed by, or own, manage, operate or control any entity which is primarily engaged in a business that (i) is being conducted by the Company or any subsidiary at the time in question and (ii) was being conducted at the date of the termination of your employment, provided that, you shall not be precluded from engaging in any business that contributes less than 5% of the Company’s revenues on a consolidated basis for the fiscal year in question. Notwithstanding anything to the contrary in this Section 18(b), an activity shall not be deemed to violate the restrictions contained herein (A) solely as a result of your being employed by or otherwise associated with a business of which a unit is in competition with the Company or any subsidiary but as to which unit he does not have direct or indirect responsibilities for the products or product lines involved or (B) if the activity contributes less than 5% of the revenues for the fiscal year in question of the business by which you are employed or with which you are otherwise associated.

(c) Public Securities. Notwithstanding anything else in this Section 18, you will not be prohibited from owning less than five percent (5%) of any publicly traded corporation, whether or not such corporation is in competition with the Company.

(d) Non-Solicitation. You further covenant that during the term of your employment and for two years following any termination thereof, you will not solicit, or directly or indirectly, hire, or cause to be hired by any organization, any employee of the Company (other than your personal assistant and Michael Kraus) to leave its employ to enter into employment with any other organization.

19. Representation. By signing this Letter Agreement where indicated below, you represent that, except as previously disclosed to the Company, you are not subject to any employment agreement or non-competition agreement that could subject the Company to any future liability or obligation to any third party as a result of the execution of this Letter Agreement and your appointment to the positions with the Company described above.

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20. Termination of Existing Agreement. The Company acknowledges that all of the options currently held by you to purchase MWI Common Shares (“Outstanding MWI Options”) will vest and be exercisable on the Effective Date. You agree that, as of the Effective Date, you shall be entitled to no further payments, acceleration of awards (other than accelerated vesting of Outstanding MWI Options) or other benefits arising under the existing Employment Agreement, dated as of December 9, 2002 (the “Existing Employment Agreement”) between you and MWI (formerly known as Moore Corporation), including, without limitation, any payments, acceleration of awards or other benefits relating to the termination of your employment with MWI or a Change-in-Control (as defined in the Existing Employment Agreement) of MWI, except you shall continue to be entitled to receive Gross-Up Payments, if any, as described in Annex B of the Existing Employment Agreement (without duplication of any Gross-Up Payments pursuant to Section 17 of this Letter Agreement). You further agree you will not, as a result of the transactions contemplated by the Combination Agreement, be entitled to any additional payments, acceleration of awards (other than accelerated vesting of Outstanding MWI Options) or other benefits under any other agreement between you and MWI or any benefit plan maintained by MWI, provided that you shall retain me right to receive any benefits or amounts that have accrued through the Effective Date. You agree to take all steps reasonably necessary to reflect the agreements in this Section 20. For avoidance of doubt, nothing in this Letter Agreement shall be interpreted to cause the Executive to be treated differently from other current directors of MWI for purposes of the payout of deferred stock units held by the Executive pursuant to the Moore Wallace Incorporated Share Plan for Non-Executive Directors,

21. Stockholder Approval. Notwithstanding any provision herein to the contrary, no awards or grants shall be paid or made pursuant to Section 7 or, to the extent necessary, Section 5 unless prior to the making of such awards or grants, the Company’s stockholders have approved a plan or plans pursuant to which such awards or grants are made, if and to the extent necessary in order that the compensation payable pursuant thereto is not subject to the limitation on deductions imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor or similar law), If, prior to the Effective Date, the stockholders do not approve the plan or plans as contemplated by this Section 21, (i) the Company shall negotiate with you in good faith with the intent of developing a replacement compensation program intended to provide to you the value and incentive opportunities described in the sections referenced in the previous sentence and (ii) until you and the Company shall have agreed on such a replacement compensation program, you shall not, within the meaning of Section 4.1(i) of the Combination Agreement, be considered “available to begin service as Chief Executive Officer” of the Company. If the replacement program referenced in the preceding sentence is not agreed to within 14 days after the stockholder vote giving rise to the obligation to negotiate such a program, this Letter Agreement shall terminate and be of no further force and effect.

22. Miscellaneous Provisions.

(a) Amendment. This Letter Agreement may not be amended or terminated without the prior written consent of you and the Company.

(b) Counterparts. This Letter Agreement may be executed in any number of counterparts which together will constitute but one agreement.

12

(c) Successors and Assigns. This Letter Agreement will be binding on and, inure to the benefit of our respective successors and, in your case, your heirs and other legal representatives. The rights and obligations described in this Letter Agreement may not be assigned by either party without the prior written consent of the other party.

(d) Mediation and Arbitration. Both parties will attempt to settle all disputes arising under or related to this Letter Agreement through mediation in accordance with the Company’s policies now in force. If any disputes remain unresolved thereafter, such disputes will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be held in Chicago, Illinois (or such other location as shall be mutually agreed upon by the parties) as the sole and exclusive remedy of either party. Any judgment on the award rendered by such arbitration may be entered in any court having jurisdiction over such matters. All costs and expenses of such arbitration, including your reasonable costs and expenses if you prevail at least in part, shall be borne by the Company.

(e) Notices. All notices under this Letter Agreement will be in writing and will be deemed effective when delivered in person, or five (5) days after deposit thereof in the U.S. mails, postage prepaid, for delivery as registered or certified mail, addressed to the respective party at the address set forth below or to such other address as may hereafter be designated by like notice. Unless otherwise notified as set forth above, notice will be sent to each party as follows:

You, to:

Your address maintained in the Company’s records

With a copy to;

Joseph B. Frumkin, Esq.

Audra D. Cohen, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Facsimile: (212) 558-3588

The Company, to:

R.R. Donnelley & Sons Company

77 W.Wacker Drive

Chicago, IL 60601-1696

Attention: General Counsel

Facsimile: (312)326-7620

In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by confirmed telegram or fax, which will be effective upon receipt.

13

(f) Governing Law. This Letter Agreement will be governed by and construed and enforced in accordance with the laws of the State of Illinois, without reference to rules relating to conflict of laws.

(g) Entire Agreement. This Letter Agreement supersedes any inconsistent provisions of any plan or arrangement that would otherwise be applicable to you to the extent such provisions would limit any rights granted to you hereunder or expand any restrictions imposed on you hereby.

14

This Letter Agreement is intended to be a binding obligation upon both the Company and you. If this Letter Agreement correctly reflects your understanding, please sign and return one copy to me for the Company’s records.

R.R. DONNELLEY & SONS COMPANY
By:	/s/    MONICA M. FOHRMAN
Name:	Monica M. Fohrman
Title:	Senior Vice President, General Counsel and Secretary

The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement to the same.

/s/    MARK A. ANGELSON        

Mark A. Angelson

15

Attachment A

INITIAL PERFORMANCE UNITS

COST SAVINGS MATRIX

Performance against this matrix shall be measured on the third anniversary of the Effective Date. Initial Performance Units related to this performance objective will be vested and payable based on achievement of the Cost Savings targets set forth below, interpolating the multiple for Cost Savings between $100 million and $300 million.

Annualized Run Rate of Cost Savings	Multiple of Initial Performance Units Payable
Not less than $100 million	100%
$200 million	200%
$300 million or more	300%

“Cost Savings” shall be calculated by measuring the actual incremental savings effected through actions implemented by the Company between January 1, 2004 and the third anniversary of the Effective Date, with respect to categories such as, but not limited to, net headcount reductions, purchasing synergies, rationalization of facilities and rationalization of information technology systems, as are reasonably expected to recur, on an annual basis, for the foreseeable future. In determining Cost Savings, the Committee may, after consultation with the Executive, make equitable adjustments to reflect extraordinary events as it shall reasonably deem necessary and appropriate to avoid any increase or diminution in the opportunity conveyed by the portion of the Initial performance Units subject to the Cost Savings Matrix.

NORMALIZED EARNINGS PER SHARE MATRIX:

Performance against this matrix shall be measured over the fifth through twelfth full calendar quarters after the Effective Date. Initial Performance Units related to this performance objective will be vested and payable at the end of such performance period, to the extent the applicable average annual normalized EPS objectives are achieved, interpolating the multiple for EPS between $1.89 and $2.09. Normalized earnings shall be determined by excluding from the calculation of earnings (i) contingent liabilities for which prior management did not reserve, including, without limitation, pending litigations, (ii) decreased earnings resulting from changes in accounting principles, including, without limitation, the requirement that stock options and other equity awards should be expensed (or, where applicable, should be expensed differently than under prior practices at the Company), and (iii) unusual items not expected to occur in the ordinary course of business or unrelated to the ongoing operation of the business, including, without limitation, acquisition related charges, restructuring and restructuring related charges that are not currently determinable, or gains or losses from asset sales.

16

Average Annual Normalized EPS	Percentage of Initial Performance Units Payable
At least $1.89	100%
$1.99	200%
$2.09 or more	300%

Normalized Earnings Per Share shall be adjusted by the Committee, as it shall deem reasonably necessary and appropriate, to avoid any increase or diminution in the opportunity conveyed by the portion of the Initial Performance Units subject to the Normalized Earnings Per Share Matrix that could result from any acquisition or disposition of any business or division (whether by merger, stock purchase or sale, sale or purchase of assets, or otherwise) made by the Company.

EX-10.18

Exhibit 10.18

CONSULTING AND RELEASE AGREEMENT

This Consulting and Release Agreement (“Agreement”) is entered into by and between R. R. Donnelley & Sons Company (“Donnelley”), its affiliated entities and their respective shareholders, directors, officers and employees (Donnelley and such others collectively referred to as the “Company”), and William L. Davis (the “Executive”) as of the 26th day of February, 2004.

WHEREAS, Donnelley has employed Executive as Chairman, President and Chief Executive Officer under the terms of an employment agreement dated as of November 30, 2001 (the “Employment Agreement”); and

WHEREAS, Donnelley announced in a press release issued July 28, 2003, that the Executive has determined to retire from Donnelley; and

WHEREAS, the retirement date has been delayed to allow for the closing of the combination of Donnelley with Moore Wallace Incorporated as described in a combination agreement between the companies dated as of November 8, 2003 (the “Combination Agreement”):

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below. Donnelley and Executive agree as follows:

1. Retirement Date. Executive shall remain on the payroll of Donnelley at his base salary through the earlier of the Effective Time (as such is defined in the Combination Agreement), or March 31, 2004, at which time he will retire from Donnelley and his employment will terminate (the “Retirement Date”). On the Retirement Date, Executive shall be deemed to have resigned from any and all positions he may hold within the Company, including his position as a director serving on the Board of Directors of Donnelley.

2. Donnelley Obligations and Payments. Donnelley will cause the amounts to be paid or events to occur in Sections 2(c) through 2(j) below. In addition, so long as Executive is not in breach of the terms contained in Section 3(a) of this Agreement, Donnelley will cause the amounts under Sections 2(a) and 2(b) below to be paid to Executive:

a. Immediately following the Retirement Date, Donnelley will pay to the Executive the sum of two million one hundred thousand dollars ($2,100,000).

b. On January 23, 2003, Executive received a long term incentive award (the “Award”) under the R. R. Donnelley 2000 Stock Incentive Plan in the Original Award Amount of 75,540 stock units (all capitalized terms in this subparagraph shall have the meanings described in the Award). Executive shall be entitled to receive the value of the Award, if any, calculated as follows: (i) if at the end of the

Page 1

Performance Period, the RTSR goal required for payout of the Award has not been met, then Executive shall receive no payout under the Award and it shall expire by its terms; (ii) if at or prior to the time designated in the Award the committee of the Board of Directors responsible for determining the payout of such awards determines that the RTSR goal has been met or exceeded and determines to pay to executives of the Company participating in the award program in which the Award was granted generally (and not as a result of the termination of employment of any one or more such executives) the value of such awards, then Executive shall receive his Award, calculated as if the RTSR Factor was 100% (regardless of the amount of payout to any other executive of the Company) and prorated through the Retirement Date (for example, should the Retirement Date be in February 2004, Executive’s Award would be prorated based on his employment with the Company for 14 of the 36 months covered by the Award, and should the Retirement Date be in March 2004, Executive’s Award would be prorated based on his employment with the Company for 15 of the 36 months covered by the Award), including Dividend Equivalents earned through the Retirement Date only; and (iii) if at or prior to the time designated in the LTIP, the committee of the Board of Directors responsible for determining the payout of such awards determines to eliminate the award program for Company executives generally without payout to such participants, then Executive’s Award shall be cancelled and no amounts shall be due pursuant to its terms. In any event, any payout of the Award calculated hereunder shall be made one-half in cash and one-half in common stock of Donnelley.

c. To and through the Retirement Date, Executive shall continue to accrue retirement benefits as described in Section 3(g) of the Employment Agreement. Executive has requested, and will receive from Donnelley, a lump sum payout of the retirement amounts held by Donnelley in its Unfunded Supplemental Retirement Plan (“SERP”) and in a special unfunded supplemental retirement account maintained for Executive on the terms set forth in the SERP and in the Employment Agreement, respectively. Such lump sum payout from the SERP will be paid at such time as Executive completes and delivers the requisite forms to Donnelley, but no earlier than April 1, 2004, and such lump sum payout from the special unfunded supplemental retirement account shall be paid on or about November 1, 2004. The amounts of each payout and shall be calculated as set forth in Exhibit A hereto, adjusted for the actual date of payout.

d. Executive shall receive payment within thirty (30) days of the Retirement Date for all vacation days he has earned but not taken as of the Retirement Date. No further vacation benefits will be earned by Executive after the Retirement Date.

e. Executive shall submit within forty-five (45) days of the Retirement Date all expense account records and vouchers relating to his employment with Donnelley, and Donnelley shall reimburse said expenses within thirty (30) days of receipt.

Page 2

After the Retirement Date, any expenses of the nature previously reimbursed by Donnelley shall be the responsibility of Executive.

f. Executive acknowledges that Donnelley has advised him that, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), he has a right to elect continued coverage under Donnelley’s group health plans, at his own expense, for a period of up to eighteen (18) months from the Retirement Date.

g. Executive has elected to participate in Donnelley’s supplemental life insurance and supplemental disability insurance programs for senior executives. As of the Retirement Date, Donnelley will have no further obligations with respect to payment of premiums for policies held by Executive, but the Executive shall be free to continue to own and maintain such policies at his own expense.

h. For purposes of determining Executive’s rights under any option, restricted stock, stock unit or other equity award previously made to Executive (other than the Award described in Section 2(b) above), Executive shall be deemed “retired” from Donnelley as of the Retirement Date.

i. Donnelley shall continue to be bound by the indemnification and insurance obligations set forth in Section 10 of the Employment Agreement.

j. The payments and benefits described in this Section 2 shall be subject to withholding taxes to the extent required by law.

3. Executive’s Obligations and Waivers.

a. In consideration for the payments described in Sections 2(a) and 2(b) above, Executive agrees to make himself available at no additional expense to Donnelley (other than reimbursement for reasonable out-of-pocket expenses incurred by Executive in providing requested services) for an average of up to five days per month, at mutually agreeable times, to and through December 31, 2004, to provide consulting services relating to matters with which he was involved or familiar during his employment with Donnelley. Donnelley’s right to request such services shall not interfere with Executive’s obligations to any other employer or any other company, partnership or other entity, whether for profit or otherwise, with which he is engaged, and in all cases, the time, location and means of providing such services shall be as agreed upon by the parties taking into account the needs of Donnelley and the status of Executive as retired.

b. Executive acknowledges that he has received all wages, bonuses and other perquisites relating to periods of employment through December 31, 2003, and other than as specifically set forth herein or already provided to Executive, is not entitled to wages, bonuses or other perquisites relating to his employment by

Page 3

Donnelley during 2004, including, but not limited to, the award of any bonus or any option to purchase shares to which Executive might otherwise be entitled under the provisions of Section 3 (b) and 3(c) of the Employment Agreement.

c. Executive acknowledges that, other than the coverage described in Section 2(f) above, Donnelley has no obligation to provide post-employment health and welfare benefits to Executive, whether under group plans maintained by Donnelley or otherwise.

d. Effective with the day immediately following the Retirement Date, Executive shall not be entitled to the use of the Donnelley car and driver nor the Donnelley airplane, unless such usage is authorized by Donnelley as part of Executive’s delivery of consulting services described herein.

4. Release. Executive, on behalf of himself, his heirs, executors, attorneys, administrators, and assigns, agrees to release the Company (including current and former employees, partners, fiduciaries, directors, agents, divisions, parents, subsidiaries, affiliates, attorneys or other related entities) from all known or unknown claims, demands, agreements, actions, suits, causes of action, damages and liabilities of any kind, in law or equity or otherwise, that Executive has, had or may have against the Company related to Executive’s employment, resignation from his positions with Donnelley, or retirement from Donnelley, including, but not limited to, claims that could have been asserted under any fair employment, contract or tort law, or any other federal, state or local law, regulation or ordinance, such as Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Illinois Human Rights Act, or the City of Chicago Human Rights Ordinance, or under any compensation, bonus, severance, or other benefit plan or the common law. Notwithstanding the foregoing, nothing herein shall release or waive any rights Executive may have to enforce the provisions of this Agreement, or release any claims for any benefits due to Executive under any stock or benefit plans available to Executive as a result of his retirement (as described under the terms of the Employment Agreement or the agreements reflecting awards under such plans). Executive acknowledges and agrees that the release and covenant not to sue included in this paragraph are essential and material terms of this Agreement and that without such release and covenant not to sue no agreement would have been reached by the parties. Executive understands and acknowledges the significance and consequences of this release, and hereby further acknowledges the receipt of separate consideration beyond that to which he would otherwise be entitled in exchange for such release. Executive further acknowledges that he has been informed that he may take up to twenty-one (21) days to execute this Agreement and that he may revoke his acceptance of this Agreement by giving notice to Donnelley of his decision to revoke within seven (7) days of having executed the Agreement, in which case this Agreement shall be null and void in its entirety. Finally, Executive acknowledges that he has been advised to consult with his personal legal

Page 4

counsel prior to executing this Agreement and that he has been advised by his counsel in connection with the negotiation and execution of this Agreement.

5. Effect on Other Agreements. Executive acknowledges and confirms his obligations regarding noncompetition, nonsolicitation, confidentiality and inventions as set forth in Sections 6 through 8 of the Employment Agreement. Executive also agrees to remain bound by any agreement signed relating to any credit card issued to Executive as a Donnelley employee. Except as provided herein, Executive shall have no rights, and Donnelley shall have no obligations, under the Employment Agreement.

6. Electronic Equipment. Executive will return to Donnelley any computers, telephones or other work-related equipment furnished to him during the course of his employment. All software programs and files belonging to Donnelley shall also be returned to Donnelley. Executive further agrees to cooperate with Donnelley in terminating any connectivity to Donnelley systems currently operating on personally owned equipment of the Executive.

7. Fees and Expenses. Each of Donnelley and Executive shall be responsible for its own expenses, whether legal or otherwise, incurred in reaching agreement on, and negotiating the terms of, this Agreement.

8. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties with regard to the matters described in this Agreement and supersedes any and all prior or contemporaneous agreements and understandings, oral or written, between Executive and Donnelley.

9. AIternate Dispute Resolution.

a. Mediation. Neither party shall initiate arbitration or other legal proceedings against the other party, or, in the case of the Company, any of its directors, officers, employees, agents or representatives, relating in any way to this Consulting and Release Agreement, the breach of this Agreement, or otherwise, until 30 days after the party against whom the claim is made (“Respondent”) receives written notice from the claiming party of the specific nature of any purported claim and the amount of any purported damages. The Executive and the Company further agree that if Respondent submits the claiming party’s claim to the CPR Institute for Dispute Resolution, 680 Fifth Avenue, New York, New York 10019, for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceeding against Respondent until the earlier of: (i) the completion of nonbinding mediation efforts; or (ii) 90 days after the date on which Respondent received written notice of the claimant’s claim. The mediation shall be conducted in Chicago, Illinois or such other location to which the parties may agree.

Page 5

b. Arbitration. Any dispute or controversy between the Company and Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator who shall be selected by the mutual agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. The Company and Executive acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be conducted in Chicago, Illinois or such other location to which the parties may agree.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) and decisions of the State of Illinois, as applied to agreements executed in and to be fully performed within Illinois.

11. Successors and Assigns. The rights and obligations of Donnelley under this Agreement shall inure to the benefit of and be binding upon its successors and assigns and Executive’s rights hereunder shall inure to the benefit of his legal representatives or designated beneficiaries.

12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

13. Notices. All notices or other communications required or permitted hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier or by United States mail. Notices by mail shall be deemed given two (2) business days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices delivered by facsimile or private courier

Page 6

shall be deemed given on the first business day following the date of sending. All notices or other communications shall be addressed as follows:

If to Donnelley, to:

R. R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601-1696

Attn: General Counsel

Facsimile: 312/326-7620

If to Executive, to:

Mr. William L. Davis

130 Woodley Road

Winnetka, Illinois 60093

or to such other address as such party may indicate by a notice delivered to the other.

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

R. R. DONNELLEY & SONS COMPANY
By:	/s/ Monica M. Fohrman	/s/ Illegible
Name:	Monica M. Fohrman	Executive
Title:	Sr. V. P.

Page 7

Consulting and Release Agreement

Exhibit A

Page 1 of 3

RR Donnelley

Total Retirement Benefit Illustrations

William Davis

Basic Data
Name							William Davis
Social Security Number							###-##-####
Date of Birth							7/30/1943
Date of Hire							3/18/1997
Termination Date							3/1/2004
Date of Lump Sum Notification							10/24/2003
Lump Sum Distribution Date							11/1/2004
2003 Covered Compensation						$	45,000
Estimated 2004 Compensation						$	187,877
2003 Compensation						$	1,210,907
2002 Compensation						$	1,282,934
2001 Compensation						$	1,759,754
2000 Compensation						$	1,750,075
1999 Compensation						$	1,812,502
Qualified Benefit
January 1, 2003 Accrued Benefit						$	19,380.00
Accrual in 2003							3,775.00
Estimated Accrual in 2004							3,533.00
Estimated Qualified Benefit at Age 65						$	26,688.00
SERP Benefit
January 1, 2003 Accrued Benefit						$	147,481.78
Accrual in 2003							20,218.14
Estimated Accrual in 2004							0.00
Estimated SERP Benefit at Age 65						$	167,699.92
	Normal Form		Factor 1	Life Annuity
Other Plan Benefits
Sears	$	2,457.60	1.2195			$	2,997.00
Emerson
Skil	$	2,541.36	N/A	$	2,541.00
Appleton (qualified and nonqualified)		6,986.52	1.0237		7,152.00
Emerson	$	45,990.51	1.0237	$	47,080.00
Total Emerson							56,773.00
Total from Other Plans						$	59,770.00
Social Security
Estimated Annual Amount						$	21,900.00
Prorated $321,000 Offset
Days between Termination Date and March 31, 2004							32
Days between March 18, 2002 and March 31, 2004							744
Proration factor for $321,000 Offset							0.0430
Prorated $321,000 Offset						$	13,806.45	2
Total of All Offsets						$	289,864.37

Hewitt Associates

Consulting and Release Agreement

Exhibit A

Page 2 of 3

RR Donnelley

Total Retirement Benefit Illustrations

William Davis

Special Agreement Benefit Prior to Offsets
Final Average Compensation	$	1,563,234.40
50% of Final Average Compensation	$	781,617.20
Total Special Agreement Benefit	$	1,228,000.00
Less All Offsets		(289,864.37	)
Total Special Agreement Benefit After Offsets at Age 65	$	938,135.63
Lump Sum Calculations - Special Agreement
Lump Sum Date		11/1/2004
Mortality Table		94RR0162
Interest Rate		6.00	%
Age Used in Lump Sum Calculation		61.25
Deferred Lump Sum Factor		8.459
Special Agreement Lump Sum Amount	$	7,935,689
Lump Sum Calculation - SERP
Lump Sum Date		3/1/2004
Interest Rate		5.14	%
Mortality Table		94RR0162
Age Used in Lump Sum Calculation		60.5833
Deferred Lump Sum Factor		9.0094
SERP Lump Sum Amount	$	1,510,876
Immediate Annuites
Benefit Commencement Date		3/1/2004
Age at Commencement		60.58
Age at Commencement for Determining Early Reductions		60.58
Years of 3.6% reduction prior to 65		4.42
Benefit Reduction		15.90	%
Early Retirement Reduction Factor		0.841
Qualified Benefit Payable at age 60.5833	$	22,445
SERP Benefit Payable at age 60.5833	$	141,036
Special Agreement Benefit Payable at age 60.5833	$	788,972

¹ Factors necessary to convert benefits from normal form of payment to life annuity

² Based on days from date of termination to March 31, 2004. The Employment Agreement reads from March 18, 2002 to date of termination

Hewitt Associates

Consulting and Release Agreement

Exhibit A

Page 3 of 3

RR Donnelley

Summary of Total Retirement Benefits

William Davis

	Immediate Life Annuity		Lump Sum 5.14%/6.00%
Qualified Plan Benefit	$	22,445		N/A
SERP Benefit		141,036		1,510,876
Special Agreement Benefit		788,972		7,935,689
Total	$	952,453	$	9,446,565

Hewitt Associates

EX-10.19

Exhibit 10.19

SEPARATION AGREEMENT

THIS AGREEMENT IS ENTERED INTO ON MARCH 24, 2004, by and between John C. Campanelli (“Executive”) and R.R. Donnelley & Sons Company, its subsidiaries, affiliates, predecessors, successors and assigns (the “Company”) in connection with Executive’s termination of employment with the Company.

IN CONSIDERATION OF the payments, obligations and promises set forth in this agreement (the “Separation Agreement”), Executive and the Company agree as follows:

1. Executive’s employment with the Company shall end effective March 31, 2004 (the “Final Separation Date”). Executive will be relieved of the duties as President, Donnelley Print Solutions of the Company effective as of March 1, 2004. Executive’s last day in office will be March 1, 2004. However, during the period from March 1, 2004 through the Final Separation Date, Executive will continue to be employed by the Company and provide consultative service as requested by the Company at mutually agreeable times involving no unreasonable delays. During this period, the Company will pay Executive the base salary and provide benefits at the same levels as they exist as of the date hereof.

2. Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants provided in this Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 16.

3. Pursuant to the Company’s reasonable request, Executive agrees to fully cooperate with the Company in connection with any investigations, inquiries, actions, suits, claims or proceedings involving the Company. The Company agrees to reimburse Executive for reasonable expenses, necessarily incurred, and to compensate Executive for his time at a reasonable rate, as a result of Executive’s participation under this paragraph.

4. Executive does hereby formally resign as of March 1, 2004 from all of Executive’s appointments, offices and directorships with the Company including President, Donnelley Print Solutions. Executive further agrees to fully cooperate and resign from any other Company appointments, offices and directorships, if any, including promptly executing any documents necessary to effect these resignations.

5. Executive agrees to return to the Company within five days of the date hereof, all Company documents, files, electronic information, equipment, and other property currently in Executive’s possession. Executive will also agree promptly to transfer to the Company any and all subscriptions, season tickets and memberships currently in Executive’s name which are paid for by the Company.

6. Executive agrees that the confidentiality obligations set forth in the Company’s policies shall continue in full force and effect from and after the date hereof, and Executive further agrees that from and after the date hereof, Executive will not disclose any confidential information regarding the Company to any third party or otherwise discuss the Company’s business, operations, affairs or prospects with any third party without the written consent of the Company, which may be withheld by the Company in the Company’s sole and absolute discretion.

7. Executive agrees that through the Final Separation Date and for eighteen (18) months after the Final Separation Date, Executive will not (i) accept a position with, or provide material services to, an entity that competes with a portion of the Company’s business representing more than $25 million of the Company’s revenues on the Final Separation Date, (ii) solicit or hire, or assist others in the solicitation or hiring of, the Company’s employees, or (iii) interfere with the Company’s business relationships with any material customers or suppliers. Notwithstanding the above, with the company’s written consent, which consent will not be unreasonably withheld, Executive may accept employment with a company that is, at any time during the above-referenced eighteen (18) month period, engaged in a non-print-related logistics business, such as Federal Express, United Parcel Service, Deutsche Post, provided that Executive’s services for such companies do not relate to a print-related logistics business.

8. In consideration for signing and returning both (i) the Separation Agreement, and (ii) the Updated Release attached hereto as Annex A no earlier than the Final Separation Date, and not revoking either document within the applicable revocation periods, and provided that Executive is in compliance with all of the terms of and conditions of the Separation Agreement and has not breached Executive’s obligations hereunder, Executive will receive the following separation benefits:

a. Severance Pay. Executive will receive $58,437.50 per month for eighteen (18) months following the Final Separation Date (the “Severance Period”). Of this amount, $8,173.08 per week for thirty-five (35) weeks represents “Regular Separation Pay” under the terms of the RR Donnelley Separation Pay Plan (“Separation Plan”). For more information as to the determination of your Regular Separation Pay, please see the Separation Plan’s Summary Plan Description (“SPD”), a copy of which is included with these materials. Notwithstanding the foregoing, Executive will be entitled to 25% of his Regular Separation Pay even if Executive fails to sign either (i) the Separation Agreement, or (ii) the Updated Release, or signs both documents but revokes either or both of the documents within the applicable revocation periods;

b. Special Severance Payment. Executive will receive a single lump-sum special severance payment in the amount of $240,000.00;

c. Special Payment. Executive will receive a single lump-sum payment in the amount of $206,087.00, which represents an amount that is roughly equivalent to the pro-rata amount that Executive would have accrued under the Company’s 3-year Long Term Incentive Compensation Plan;

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d. Payment Under Non-Qualified Deferred Compensation Plan. Executive will receive a single lump-sum payment in the amount of $71,702.98, which represents all amounts accrued in the Company’s Non-Qualified Deferred Compensation Plan;

e. COBRA Subsidy. The Company will subsidize Executive’s health care continuation benefits, for Executive and any eligible dependents that were covered during his employment, for a twelve (12) month period determined in accordance with the terms of the Separation Plan. The details of the COBRA subsidy are discussed at length in the included Separation Plan SPD;

f. Financial Planning Account. Executive will be entitled to utilize the amount currently accrued in the Company’s Financial Planning Account ($47,437.95) for purposes authorized under the Financial Planning Account plan only, provided that such services are incurred during the 18 month Severance Period;

g. Outplacement Services. Executive shall be entitled to up to $15,000 of outplacement services utilized by Executive from an outplacement service provider of Executive’s choice, provided that such services are utilized within the 18 month Severance Period;

h. Supplemental Life and Disability Insurance. The Company shall, to the extent permitted by the insurer, reimburse Executive for premium payments relating to each of Executive’s supplemental life and disability insurance policies that the Company previously reimbursed Executive, and shall continue to so reimburse Executive for such premium payments that become due on or before December 31, 2004.

9. Executive will receive a lump sum payment in lieu of any accrued but unused vacations days as of the Final Separation Date whether or not the Separation Agreement becomes effective.

10. All payments made pursuant to this Separation Agreement shall be reduced by applicable tax withholdings. All periodic payments made under this Separation Agreement shall be paid on or about the 20^th day of each month by automatic direct deposit into an account designated by Executive. Such periodic payments shall commence on April 20, 2004. All lump-sum payments made under this Separation Agreement shall be paid within 5 days after the Effective Date of the attached Updated Release. In the event Executive dies before all payments under this Separation Agreement are made, all remaining payments shall be made to Executive’s estate.

11. Executive agrees for himself and others acting on his behalf, that he (and they) have not and will not disparage, make negative statements about or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of their incumbent or former officers, directors, agents, consultants, employees, successors and assigns. Executive agrees that he shall refer all requests for employment references to Andrew Panega, Senior Vice President of Human Resources, and that Mr. Panega shall provide only neutral information including your dates of employment, your last job title, last salary, and your employee benefits.

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Mr. Panega (or his successor or designee) shall be the sole individual who is authorized to speak on behalf of the Company with respect to Executive.

12. For and in consideration of the payments, benefits and other things of value to be provided pursuant to this Separation Agreement, Executive agrees, knowingly and voluntarily, to release and forever discharge the Company and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action known and unknown, that Executive has, ever had or could have had as of the date hereof, arising out of or in any way connected with or related to this Separation Agreement, Executive’s employment by the Company or the cessation of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”)), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

• For costs, fees or other expenses including attorneys’ fees and disbursements.

This Separation Agreement does not waive or otherwise impair any rights that Executive may have under the terms of any health or welfare plan maintained by the Company or any vested rights under any tax-qualified retirement plan. Executive’s severance benefits will be limited to those described in this Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

Provided that Executive remains in compliance with the terms of this Separation Agreement, nothing in this release shall be considered a waiver or release of Executive’s right to the payments provided for in this Separation Agreement. Nothing herein shall be

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considered a waiver or release of Executive’s right to enforce the provisions of this Separation Agreement.

If any provision of this Separation Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Separation Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

13. Executive agrees that the terms of this Separation Agreement are and shall remain strictly confidential and shall not be disclosed to any third party, other than to Executive’s attorney or other advisors, or Executive’s spouse for purposes of considering whether to sign this Separation Agreement; provided that Executive discloses to such persons the existence of this confidentiality provision and such persons agree to maintain the confidentiality thereof, and provided further that Executive shall be fully responsible for any breach by any such person of this confidentiality provision. In the event any third party inquires about Executive’s employment or separation from employment with the Company, Executive agrees to respond that Executive was treated fairly by the Company, its affiliates and subsidiaries.

14. This Separation Agreement is not intended, and shall not be construed, as an admission that the Company has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive.

15. By signing this Separation Agreement, and initialing each of the following statements, Executive expressly acknowledges and agrees that:

• Executive has read and fully understands the terms of this Separation Agreement; [    ]

• Executive acknowledges and agrees that the payments, benefits and/or other things of value provided pursuant to this Separation Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to Executive, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Executive and the Company; and (ii) exceed any payment, benefit, or other thing of value to which Executive might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between Executive and the Company; [    ]

• Executive understands that (i) this Separation Agreement sets forth the entire agreement between us, and fully supersedes any prior agreements or

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understandings between the parties and (ii) this Separation Agreement and the attached Updated Release constitute a release by Executive of all claims, known and unknown, which relate to Executive’s employment or separation from employment; [        ]

Ÿ The Company advised Executive to consult an attorney prior to signing this Separation Agreement and the attached Updated Release; [        ]

Ÿ Executive has had adequate opportunity to request, and has received, all information Executive needs to understand this Separation Agreement and has been offered at least forty-five (45) days to consider the terms of this Separation Agreement and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to this Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period; and [        ]

Ÿ Executive has knowingly and voluntarily entered this Separation Agreement, without any duress, coercion or undue influence by anyone. [        ]

16. Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with this Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf. Other than for claims arising under the ADEA, Executive also agrees, to the fullest extent permitted by law, not to commence, encourage, facilitate or participate in any action or proceeding for damages, reinstatement, injunctive or any other type of relief, in any state, federal or local court or before any administrative agency, relating to this Separation Agreement or the attached Updated Release, the enforceability of any provision thereof or Executive’s employment with the Company or the termination thereof.

17. Any controversy or claim arising out of or relating to this Separation Agreement or the breach of this Separation Agreement that cannot be resolved by Executive and the Company, including any dispute as to the calculation of any payments hereunder, and the terms of this Separation Agreement, shall be determined by a single arbitrator in Chicago, Illinois, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he determines has prevailed in the arbitration any legal fees and other fees and expenses that may be incurred in respect of enforcing its respective rights under this Separation Agreement. This Separation Agreement shall be interpreted in accordance with the laws of the State of Illinois.

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18. Executive agrees that, if the Company is required to take any legal action to enforce Executive’s obligations under this Separation Agreement for any reason, except any claim arising under the ADEA, executive shall be responsible for all costs incurred by the Company to enforce Executive’s obligations thereunder including, without limitation, reasonable attorneys fee and expenses.

19. All notices or communications under this Separation Agreement must be in writing, addressed; (i) if to the Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696 and (ii) if to Executive, at Executive’s last known address (or to any other addresses as either party may designate in a notice duly delivered as described in this paragraph). Any notice or communication shall be delivered by fax (with proof of transmission), by hand or by courier (with proof of delivery). Notices and communications may also be sent by certified or registered mail, return receipt requested, postage prepaid, addressed as above and the third business day after the actual date of mailing shall constitute the time at which notice was given.

20. This Separation Agreement will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Separation Agreement, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event this Separation Agreement will not go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

AGREED AND ACCEPTED:

/s/    John C. Campanelli
Name:	John C. Campanelli

R.R. DONNELLEY & SONS COMPANY
By:	/s/    Andrew B. Penega
Name:	Andrew B. Panega
Title:	SVP Human Resources

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Annex A

UPDATED RELEASE

In consideration of the receipt of the payments and benefits described in the Separation Agreement dated                         , 2004 (the “Separation Agreement”), Executive knowingly and voluntarily releases and forever discharges R.R. Donnelley & Sons Company, its affiliates, subsidiaries, divisions, successors and assigns (the “Company”) and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action, known and unknown, that Executive has, ever had or could have had as of the date hereof arising out of or in any way connected with or related to Executive’s employment by the Company or the termination of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”)), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

For costs, fees or other expenses including attorneys’ fees and disbursements.

The Separation Agreement does not waive or otherwise impair any rights that Executive may have under the terms of any health or welfare plan maintained by the Company or any vested rights under any tax-qualified retirement plan. Executive’s severance benefits will be limited to those described in the Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

Provided that Executive remains in compliance with the terms of the Separation Agreement, nothing in this release shall be considered a waiver or release of Executive’s

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right to the payments provided for in the Separation Agreement. Nothing herein shall be considered a waiver or release of Executive’s right to enforce the provisions of the Separation Agreement.

Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants provided in the Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 16.

Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with the Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf.

Executive has had an adequate opportunity to request, and has received, all information Executive needs to understand this Updated Release and has been offered at least forty-five (45) days to consider the terms of this Updated Release and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to the Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period.

Executive has knowingly and voluntarily executed this Updated Release without any duress, coercion or undue influence by anyone.

This Updated Release will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Updated Release, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event neither this Updated Release nor the obligation to provide any unpaid payments or benefits provided under the Separation Agreement shall go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

If any provision of this Updated Release is held to be illegal, void, or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible.

Dated:
	John C. Campanelli

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March 1, 2004

Annex B

DISCLOSURE INFORMATION PROVIDED

PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT

Time Limitations and Eligibility Factors

In connection with the combination of R.R. Donnelley & Sons Company (“RRD”), and Moore-Wallace, Inc., (“MW”) the employment of certain employees will be terminated. All employees of both RRD and MW occupying positions between the level of Vice President and divisional President comprise the decisional unit. Employees selected for termination on or before March 31, 2004 in connection with the combination are being offered additional severance benefits in exchange for their signing a Separation Agreement and Updated Release.

Employees who have been selected for termination and who desire to receive the additional severance benefits have at least forty-five (45) days from the date of receipt of this disclosure information and the attached Separation Agreement and Updated Release to sign the Separation Agreement and the Updated Release. They may receive the additional severance benefits by signing the Separation Agreement, and also by signing the Updated Release no earlier than their last day of employment and returning both documents to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696. The Separation Agreement, and the Updated Release shall each become effective on the eighth (8^th) day following their being signed (respectively, the Separation Agreement Effective Date, and the Updated Release Effective Date).

Employees may, at any time prior to the Separation Agreement Effective Date or the Updated Release Effective Date, revoke the Separation Agreement or the Updated Release by giving notice in writing of such revocation to the Senior Vice President, Human Resources, at the address above, by the seventh (7^th) day after they sign each document, except that if the seventh (7^th) day following the date the employee signs either document falls on a Saturday, Sunday or legal holiday, then the last day of the revocation period shall be the next business day, and the applicable effective date shall be the following day.

In accordance with law, RRD is disclosing to you the job titles and dates of birth of the employees selected and not selected for termination in this program.

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EX-10.20

Exhibit 10.20

SEPARATION AGREEMENT

THIS AGREEMENT IS ENTERED INTO ON April 17, 2004, by and between Joseph C. Lawler (“Executive”) and R.R. Donnelley & Sons Company, its subsidiaries, affiliates, predecessors, successors and assigns (the “Company”) in connection with Executive’s termination of employment with the Company.

IN CONSIDERATION OF the payments, obligations and promises set forth in this agreement (the “Separation Agreement”), Executive and the Company agree as follows:

1. Executive’s employment with the Company shall end effective March 31, 2004 (the “Final Separation Date”). Executive will be relieved of the duties as Executive Vice President of the Company effective as of March 1, 2004. Executive’s last day in office will be March 1, 2004. However, during the period from March 1, 2004 through the Final Separation Date, Executive will continue to be employed by the Company and provide consultative service as requested by the Company at mutually agreeable times involving no unreasonable delays. During this period, the Company will pay Executive the base salary and provide benefits at the same levels as they exist as of the date hereof.

2. Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants, including under the Agreement Regarding Confidential Information, Intellectual Property, and Non-Solicitation of Employees dated November 6, 1995 (“Confidentiality Agreement”), and as provided in this Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 17, provided however, that paragraph 10 of the Confidentiality Agreement is hereby modified to provide that the post-termination restriction period of paragraph 10 of the Confidentiality Agreement shall be eighteen (18) months from the Executive’s date of termination of employment with the Company instead of two (2) years, such that the restriction period in paragraph 10 of the Confidentiality Agreement coincides precisely with and does not exceed the restriction period in paragraph 7 of the Separation Agreement. The Confidentiality Agreement defined and referenced in this Separation Agreement shall mean the Confidentiality Agreement as modified herein.

3. Pursuant to the Company’s reasonable request, Executive agrees to fully cooperate with the Company in connection with any investigations, inquiries, actions, suits, claims or proceedings involving the Company to the extent such cooperation is not unduly burdensome to Executive and does not unduly interfere with Executive’s personal or business schedule. The Company agrees to reimburse Executive for reasonable expenses, necessarily incurred, and to compensate Executive for his time at a reasonable rate, as a result of Executive’s participation under this paragraph.

4. Executive does hereby formally resign as of March 1, 2004 from all of Executive’s appointments, offices and directorships with the Company including Executive Vice President. Executive further agrees to fully cooperate and resign from any other Company appointments, offices and directorships, if any, including promptly executing any documents necessary to effect these resignations.

5. Executive agrees to return to the Company within five days of the date hereof, all Company documents, files, electronic information, equipment, and other property currently in Executive’s possession, excluding Executive’s Company provided cellular telephone; however, the Company shall have no obligation with respect to any charges related to the use of this cellular telephone. Except as otherwise provided herein, Executive will also agree promptly to transfer to the Company any and all subscriptions, season tickets and memberships currently in Executive’s name which are paid for by the Company.

6. Executive agrees that the confidentiality obligations set forth in the Company’s policies, including the Confidentiality Agreement, shall continue in full force and effect from and after the date hereof, and Executive further agrees that from and after the date hereof, Executive will not disclose any confidential information regarding the Company to any third party or otherwise discuss the Company’s business, operations, affairs or prospects with any third party without the written consent of the Company, which may be withheld by the Company in the Company’s sole and absolute discretion.

7. Executive agrees that through the Final Separation Date and for eighteen (18) months after the Final Separation Date, Executive will not (i) accept a position with, or provide material services to, an entity that competes with a portion of the Company’s business representing more than $25 million of the Company’s revenues on the Final Separation Date, (ii) solicit or hire, or assist others in the solicitation or hiring of, the Company’s employees, or (iii) interfere with the Company’s business relationships with any material customers or suppliers. Notwithstanding the above, the Company will consider case specific requests for a waiver of the above provision which shall be determined in the sole and absolute discretion of the Company’s Chief Executive Officer. Such exercise of discretion shall not be subject to challenge or appeal.

8. In consideration for signing and returning both (i) the Separation Agreement, and (ii) the Updated Release attached hereto as Annex A no earlier than the Final Separation Date, and not revoking either document within the applicable revocation periods, and provided that Executive is in compliance with all of the terms of and conditions of the Separation Agreement and has not breached Executive’s obligations hereunder, Executive will receive the following separation benefits:

a. Severance Pay. Executive will receive $51,875.00 per month for eighteen (18) months (the “Severance Period”). Of this amount, $7,980.77 per week for twelve (12) weeks represents “Regular Separation Pay” under the terms of the RR Donnelley Separation Pay Plan (“Separation Plan”). For more information as to the determination of your Regular Separation Pay, please see the Separation Plan’s Summary Plan Description

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(“SPD”), a copy of which is included with these materials. Notwithstanding the foregoing, Executive will be entitled to 25% of his or her Regular Separation Pay even if Executive fails to sign either (i) the Separation Agreement, or (ii) the Updated Release, or signs both documents but revokes either or both of the documents within the applicable revocation periods;

b. Special Payment. Executive will receive a payment of approximately $138,129.00, which represents an amount that is roughly equivalent to the pro-rata amount that the Executive would have accrued under the Company’s 3-year Long Term Incentive Plan;

c. Home Loan. Executive will receive or be accorded a lump-sum payment, the net amount of which (after tax withholdings and payroll deductions), shall be an amount equal to the outstanding principal and interest balance (as of the date of such lump sum payment) of the home loan provided to Executive by the Company. Executive agrees that this net payment shall be immediately applied to pay in full, the outstanding balance of the home loan owed to the Company. The outstanding balance as of March 1, 2004 was $241,179.00

d. COBRA Subsidy. The Company will subsidize Executive’s health care continuation benefits for a certain period determined in accordance with the terms of the Separation Plan. The details of the COBRA subsidy are discussed at length in the included Separation Plan SPD.

e. Financial Planning Account. Executive will be entitled to utilize the amount currently accrued in the Company’s Financial Planning Account for purposes authorized under the Financial Planning Account plan only, provided that such services are incurred during the 18 month Severance Period.

f. Outplacement Services. Executive shall be entitled to up to $15,000 of outplacement services utilized by Executive from an outplacement service provider of Executive’s choice, provided that such services are utilized within the 18 month Severance Period.

9. Executive will receive a lump sum payment for all banked and accrued but unused vacation days as of the Final Separation Date whether or not the Separation Agreement becomes effective, to the extent not previously paid. Without duplication, this shall include payment for 27 days of accrued, but unused, vacation.

10. All payments made pursuant to this Separation Agreement shall be reduced by applicable tax withholdings. All periodic payments made under this Separation Agreement shall be paid in accordance with usual Company payroll practices, as they may be in effect from time to time, by automatic direct deposit into an account designated by Executive beginning with the month following the Effective Date of the attached Updated Release. All lump-sum payments made under this Separation Agreement shall be paid as soon as administratively practicable after the Effective Date of the attached Updated Release.

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11. Executive agrees for himself and others acting on his behalf, that he (and they) have not and will not disparage, make negative statements about or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of their incumbent or former officers, directors, agents, consultants, employees, successors and assigns. Executive agrees that he shall refer all requests for employment references to Andrew Panega, Senior Vice President of Human Resources, and that Mr. Panega shall provide only neutral information including Executive’s dates of employment, last job title, last salary, and employee benefits. Mr. Panega (or his successor or designee) shall be the sole individual who is authorized to speak on behalf of the Company with respect to Executive.

12. For and in consideration of the payments, benefits and other things of value to be provided pursuant to this Separation Agreement, Executive agrees, knowingly and voluntarily, to release and forever discharge the Company and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action known and unknown, that Executive has, ever had or could have had as of the date hereof, arising out of or in any way connected with or related to this Separation Agreement, Executive’s employment by the Company or the cessation of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

• For costs, fees or other expenses including attorneys’ fees and disbursements.

This release does not waive or otherwise impair Executive’s rights (i) under any benefit plan or program of the Company in accordance with the terms of such plan(s), (ii)

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to continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or under Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 as amended, or (iii) under this Separation Agreement. Executive’s severance benefits will be limited to those described in this Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

If any provision of this Separation Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Separation Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

13. Executive agrees that the terms of this Separation Agreement are and shall remain strictly confidential and shall not be disclosed to any third party, other than to Executive’s attorney or other advisors, or Executive’s spouse for purposes of considering whether to sign this Separation Agreement; provided that Executive discloses to such persons the existence of this confidentiality provision and such persons agree to maintain the confidentiality thereof, and provided further that Executive shall be fully responsible for any breach by any such person of this confidentiality provision. In the event any third party inquires about Executive’s employment or separation from employment with the Company, Executive agrees to respond that Executive was treated fairly by the Company, its affiliates and subsidiaries. Notwithstanding the provisions of this paragraph 13, in the event that information regarding Executive’s employment restrictions is requested by a prospective employer, Executive shall be entitled to disclose to the requesting prospective employer the language contained in the Confidentiality Agreement and in paragraphs 6, 7 and 11 of this Separation Agreement only and none other, provided that the requesting prospective employer agrees to maintain the confidentiality of the language authorized to be disclosed pursuant to this paragraph.

14. Executive will continue to be covered under the terms of the indemnity provisions of Article Twelve of the Certificate of Incorporation for all acts occurring during the Executive’s employment including any work as an Officer or Director of the Company or any of the Company’s subsidiaries or affiliates. Executive does not waive any rights he may have as a stockholder of the Company.

15. This Separation Agreement is not intended, and shall not be construed, as an admission that the Company has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive.

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16. By signing this Separation Agreement, and initialing each of the following statements, Executive expressly acknowledges and agrees that:

• Executive has read and fully understands the terms of this Separation Agreement; [            ]

• Executive acknowledges and agrees that the payments, benefits and/or other things of value provided pursuant to this Separation Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to Executive, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Executive and the Company; and (ii) exceed any payment, benefit, or other thing of value to which Executive might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between Executive and the Company; [            ]

• Executive understands that (i) this Separation Agreement sets forth the entire agreement between the parties, and fully supersedes any prior agreements or understandings between the parties and (ii) this Separation Agreement and the attached Updated Release constitute a release by Executive of all claims, known and unknown, which relate to Executive’s employment or separation from employment; [            ]

• The Company advised Executive to consult an attorney prior to signing this Separation Agreement and the attached Updated Release; [            ]

• Executive has had adequate opportunity to request, and has received, all information Executive needs to understand this Separation Agreement and has been offered at least forty-five (45) days to consider the terms of this Separation Agreement and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to this Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period; and [            ]

• Executive has knowingly and voluntarily entered this Separation Agreement, without any duress, coercion or undue influence by anyone. [            ]

17. Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with this Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf. Other than for claims arising under the ADEA, Executive also agrees, to the fullest extent permitted by law, not to commence, encourage, facilitate or participate in any action or proceeding for

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damages, reinstatement, injunctive or any other type of relief, in any state, federal or local court or before any administrative agency, relating to this Separation Agreement or the attached Updated Release, the enforceability of any provision thereof or Executive’s employment with the Company or the termination thereof.

18. Any controversy or claim arising out of or relating to this Separation Agreement or the breach of this Separation Agreement that cannot be resolved by Executive and the Company, including any dispute as to the calculation of any payments hereunder, and the terms of this Separation Agreement, shall be determined by a single arbitrator in Chicago, Illinois, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he determines has prevailed in the arbitration any legal fees and other fees and expenses that may be incurred in respect of enforcing its respective rights under this Separation Agreement. This Separation Agreement shall be interpreted in accordance with the laws of the State of Illinois.

19. Executive agrees that, if the Company is required to take any legal action to enforce Executive’s obligations under this Separation Agreement for any reason, and the Company is a prevailing party on any claim asserted to enforce this Separation Agreement, except any claim arising under the ADEA, Executive shall be responsible for all costs incurred by the Company with respect to the Company’s prevailing claims to enforce Executive’s obligations thereunder including, without limitation, reasonable attorneys fee and expenses.

20. All notices or communications under this Separation Agreement must be in writing, addressed; (i) if to the Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696 and (ii) if to Executive, at Executive’s last known address (or to any other addresses as either party may designate in a notice duly delivered as described in this paragraph). Any notice or communication shall be delivered by fax (with proof of transmission), by hand or by courier (with proof of delivery). Notices and communications may also be sent by certified or registered mail, return receipt requested, postage prepaid, addressed as above and the third business day after the actual date of mailing shall constitute the time at which notice was given.

21. This Separation Agreement will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Separation Agreement, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event this Separation Agreement will

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not go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

AGREED AND ACCEPTED:
/S/    JOSEPH C. LAWLER
Name:	Joseph C. Lawler

R.R. DONNELLEY & SONS COMPANY
By:	/S/    ANDREW B. PANEGA
Name:	Andrew B. Panega
Title:	SVP Human Resources

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Annex A

UPDATED RELEASE

In consideration of the receipt of the payments and benefits described in the Separation Agreement dated                         , 2004 (the “Separation Agreement”), Executive knowingly and voluntarily releases and forever discharges R.R. Donnelley & Sons Company, its affiliates, subsidiaries, divisions, successors and assigns (the “Company”) and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action, known and unknown, that Executive has, ever had or could have had as of the date hereof arising out of or in any way connected with or related to Executive’s employment by the Company or the termination of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

• For costs, fees or other expenses including attorneys’ fees and disbursements.

This Updated Release does not waive or otherwise impair Executive’s rights (i) under any benefit plan or program of the Company in accordance with the terms of such plan(s), (ii) to continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or under Sections 601 through 609 of the Employee Retirement Income Security Act of 1974 as amended, or (iii) under the Separation Agreement. Executive’s severance benefits will be limited to those described in the Separation Agreement, and except as otherwise provided herein, Executive’s

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participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants provided in the Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 17.

Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with the Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf.

Executive has had an adequate opportunity to request, and has received, all information Executive needs to understand this Updated Release and has been offered at least forty-five (45) days to consider the terms of this Updated Release and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to the Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period.

Executive has knowingly and voluntarily executed this Updated Release without any duress, coercion or undue influence by anyone.

This Updated Release will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Updated Release, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event neither this Updated Release nor the obligation to provide any unpaid payments or benefits provided under the Separation Agreement shall go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

If any provision of this Updated Release is held to be illegal, void, or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible.

Dated:
	Joseph C. Lawler

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March 1, 2004

Annex B

DISCLOSURE INFORMATION PROVIDED

PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT

Time Limitations and Eligibility Factors

In connection with the combination of R.R. Donnelley & Sons Company (“RRD”), and Moore-Wallace, Inc., (“MW”) the employment of certain employees will be terminated. All employees of both RRD and MW occupying positions between the level of Vice President and divisional President comprise the decisional unit. Employees selected for termination on or before March 31, 2004 in connection with the combination are being offered additional severance benefits in exchange for their signing a Separation Agreement and Updated Release.

Employees who have been selected for termination and who desire to receive the additional severance benefits have at least forty-five (45) days from the date of receipt of this disclosure information and the attached Separation Agreement and Updated Release to sign the Separation Agreement and the Updated Release. They may receive the additional severance benefits by signing the Separation Agreement, and also by signing the Updated Release no earlier than their last day of employment and returning both documents to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696. The Separation Agreement, and the Updated Release shall each become effective on the eighth (8^th) day following their being signed (respectively, the Separation Agreement Effective Date, and the Updated Release Effective Date).

Employees may, at any time prior to the Separation Agreement Effective Date or the Updated Release Effective Date, revoke the Separation Agreement or the Updated Release by giving notice in writing of such revocation to the Senior Vice President, Human Resources, at the address above, by the seventh (7^th) day after they sign each document, except that if the seventh (7^th) day following the date the employee signs either document falls on a Saturday, Sunday or legal holiday, then the last day of the revocation period shall be the next business day, and the applicable effective date shall be the following day.

In accordance with law, RRD is disclosing to you the job titles and dates of birth of the employees selected and not selected for termination in this program.

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EX-10.21

Exhibit 10.21

SEPARATION AGREEMENT

THIS AGREEMENT IS ENTERED INTO ON April 16, 2004, by and between Robert S. Pyzdrowski (“Executive”) and R.R. Donnelley & Sons Company, its subsidiaries, affiliates, predecessors, successors and assigns (the “Company”) in connection with Executive’s termination of employment with the Company.

IN CONSIDERATION OF the payments, obligations and promises set forth in this agreement (the “Separation Agreement”), Executive and the Company agree as follows:

1. Executive’s employment with the Company shall end effective March 31, 2004 (the “Final Separation Date”). Executive will be relieved of the duties as President, Solution Delivery of the Company effective as of March 31, 2004. Executive’s last day in office will be March 31, 2004. However, during the period from March 1, 2004 through the Final Separation Date, Executive will continue to be employed by the Company and provide consultative service as requested by the Company at mutually agreeable times involving no unreasonable delays. During this period, the Company will pay Executive the base salary and provide benefits at the same levels as they exist as of the date hereof.

2. Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants provided in this Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 16.

3. Pursuant to the Company’s reasonable request, Executive agrees to fully cooperate with the Company in connection with any investigations, inquiries, actions, suits, claims or proceedings involving the Company.

4. Executive does hereby formally resign as of March 1, 2004 from all of Executive’s appointments, offices and directorships with the Company including President, Solution Delivery. Executive further agrees to fully cooperate and resign from any other Company appointments, offices and directorships, if any, including promptly executing any documents necessary to effect these resignations.

5. Executive agrees to return to the Company within five days of the date hereof, all Company documents, files, electronic information, equipment, and other property currently in Executive’s possession. Executive will also agree promptly to transfer to the Company any and all subscriptions, season tickets and memberships currently in Executive’s name which are paid for by the Company.

6. Executive agrees that the confidentiality obligations set forth in the Company’s policies shall continue in full force and effect from and after the date hereof, and Executive further agrees that from and after the date hereof, Executive will not disclose

any confidential information regarding the Company to any third party or otherwise discuss the Company’s business, operations, affairs or prospects with any third party without the written consent of the Company, which may be withheld by the Company in the Company’s sole and absolute discretion.

7. Executive agrees that through the Final Separation Date and for twelve (12) months after the Final Separation Date, Executive will not (i) accept a position with, or provide material services to, an entity that competes with a portion of the Company’s business representing more than $25 million of the Company’s revenues on the Final Separation Date, (ii) solicit or hire, or assist others in the solicitation or hiring of, the Company’s employees, or (iii) interfere with the Company’s business relationships with any material customers or suppliers.

8. In consideration for signing and returning both (i) the Separation Agreement, and (ii) the Updated Release attached hereto as Annex A no earlier than the Final Separation Date, and not revoking either document within the applicable revocation periods, and provided that Executive is in compliance with all of the terms of and conditions of the Separation Agreement and has not breached Executive’s obligations hereunder, Executive will receive the following separation benefits:

a. Severance Pay. Executive will receive $42,875.00 per month for twelve (12) months (the “Severance Period”). Of this amount, $6,596.15 per week for forty-one (41) weeks represents “Regular Separation Pay” under the terms of the RR Donnelley Separation Pay Plan (“Separation Plan”). For more information as to the determination of your Regular Separation Pay, please see the Separation Plan’s Summary Plan Description (“SPD”), a copy of which is included with these materials. Notwithstanding the foregoing, Executive will be entitled to 25% of his Regular Separation Pay even if Executive fails to sign either (i) the Separation Agreement, or (ii) the Updated Release, or signs both documents but revokes either or both of the documents within the applicable revocation periods;

b. Special Payment. Executive will receive a single lump-sum payment in the amount of $100,810.00, which represents an amount that is roughly equivalent to the pro-rata amount that Executive would have accrued under the Company’s 3-year Long Term Incentive Compensation Plan;

c. COBRA Subsidy. The Company will subsidize Executive’s health care continuation benefits, for Executive and any eligible dependents that were covered during his employment, for a twelve (12) month period. The details of the COBRA subsidy are discussed at length in the included Separation Plan SPD;

d. Financial Planning Account. Executive will be entitled to utilize the amount currently accrued in his Company Financial Planning Account for purposes authorized under the Financial Planning Account plan only, provided that such services are incurred during the 12 month Severance Period;

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e. Outplacement Services. Executive shall be entitled to up to $40,000.00 of outplacement services utilized by Executive from an outplacement service provider of Executive’s choice, provided that such services are utilized within the 12 month Severance Period;

f. Supplemental Life and Disability Insurance. With respect to each of Executive’s supplemental life and disability insurance policies for which the Company has been reimbursing Executive for premium payments, the Company shall reimburse Executive only for premium payments that are due on or prior to the Final Separation Date. After the Final Separation Date, the Company shall have no responsibility with respect to such supplemental insurance policies and payment of policy premiums due on such policies after the Final Separation Date will be the sole responsibility of Executive.

9. Executive will receive a lump sum payment in lieu of all accrued but unused vacation days as of the Final Separation Date whether or not the Separation Agreement becomes effective. This shall include, without duplication, 12 unused vacation days attributable to Executive’s vacation allotment for 2003, and any banked vacation days, and any unused vacation days earned and accrued in 2004 prior to the Final Separation Date.

10. All payments made pursuant to this Separation Agreement shall be reduced by applicable tax withholdings. All periodic payments made under this Separation Agreement shall be paid in accordance with usual Company payroll practices, as they may be in effect from time to time, by automatic direct deposit into an account designated by Executive beginning with the month following the Effective Date of the attached Updated Release. All lump-sum payments made under this Separation Agreement shall be paid as soon as administratively practicable after the Effective Date of the attached Updated Release.

11. Executive agrees for himself and others acting on his behalf, that he (and they) have not and will not disparage, make negative statements about or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of their incumbent or former officers, directors, agents, consultants, employees, successors and assigns.

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12. For and in consideration of the payments, benefits and other things of value to be provided pursuant to this Separation Agreement, Executive agrees, knowingly and voluntarily, to release and forever discharge the Company and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action known and unknown, that Executive has, ever had or could have had as of the date hereof, arising out of or in any way connected with or related to this Separation Agreement, Executive’s employment by the Company or the cessation of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”)), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

• For costs, fees or other expenses including attorneys’ fees and disbursements.

This Separation Agreement does not waive or otherwise impair any rights that Executive may have under the terms of any health or welfare plan maintained by the Company or any vested rights under any tax-qualified retirement plan. Executive’s severance benefits will be limited to those described in this Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

If any provision of this Separation Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Separation Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

13. Executive agrees that the terms of this Separation Agreement are and shall remain strictly confidential and shall not be disclosed to any third party, other than to Executive’s attorney or other advisors, or Executive’s spouse for purposes of considering whether to sign this Separation Agreement; provided that Executive discloses to such persons the existence of this confidentiality provision and such persons agree to maintain the confidentiality thereof, and provided further that Executive shall be fully responsible for any breach by any such person of this confidentiality provision. In the event any third party inquires about Executive’s employment or separation from employment with the Company, Executive agrees to respond that Executive was treated fairly by the Company, its affiliates and subsidiaries.

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14. This Separation Agreement is not intended, and shall not be construed, as an admission that the Company has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive.

15. By signing this Separation Agreement, and initialing each of the following statements, Executive expressly acknowledges and agrees that:

Ÿ Executive has read and fully understands the terms of this Separation Agreement; [    ]

Ÿ Executive acknowledges and agrees that the payments, benefits and/or other things of value provided pursuant to this Separation Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to Executive, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Executive and the Company; and (ii) exceed any payment, benefit, or other thing of value to which Executive might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between Executive and the Company; [    ]

Ÿ Executive understands that (i) this Separation Agreement sets forth the entire agreement between us, and fully supersedes any prior agreements or understandings between the parties and (ii) this Separation Agreement and the attached Updated Release constitute a release by Executive of all claims, known and unknown, which relate to Executive’s employment or separation from employment; [    ]

Ÿ The Company advised Executive to consult an attorney prior to signing this Separation Agreement and the attached Updated Release; [    ]

Ÿ Executive has had adequate opportunity to request, and has received, all information Executive needs to understand this Separation Agreement and has been offered at least forty-five (45) days to consider the terms of this Separation Agreement and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to this Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period; and [    ]

Ÿ Executive has knowingly and voluntarily entered this Separation Agreement, without any duress, coercion or undue influence by anyone. [    ]

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16. Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with this Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf. Other than for claims arising under the ADEA, Executive also agrees, to the fullest extent permitted by law, not to commence, encourage, facilitate or participate in any action or proceeding for damages, reinstatement, injunctive or any other type of relief, in any state, federal or local court or before any administrative agency, relating to this Separation Agreement or the attached Updated Release, the enforceability of any provision thereof or Executive’s employment with the Company or the termination thereof.

17. Any controversy or claim arising out of or relating to this Separation Agreement or the breach of this Separation Agreement that cannot be resolved by Executive and the Company, including any dispute as to the calculation of any payments hereunder, and the terms of this Separation Agreement, shall be determined by a single arbitrator in Chicago, Illinois, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he determines has prevailed in the arbitration any legal fees and other fees and expenses that may be incurred in respect of enforcing its respective rights under this Separation Agreement. This Separation Agreement shall be interpreted in accordance with the laws of the State of Illinois.

18. Executive agrees that, if the Company is required to take any legal action to enforce Executive’s obligations under this Separation Agreement for any reason, except any claim arising under the ADEA, executive shall be responsible for all costs incurred by the Company to enforce Executive’s obligations thereunder including, without limitation, reasonable attorneys fee and expenses.

19. All notices or communications under this Separation Agreement must be in writing, addressed; (i) if to the Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696 and (ii) if to Executive, at Executive’s last known address (or to any other addresses as either party may designate in a notice duly delivered as described in this paragraph). Any notice or communication shall be delivered by fax (with proof of transmission), by hand or by courier (with proof of delivery). Notices and communications may also be sent by certified or registered mail, return receipt requested, postage prepaid, addressed as above and the third business day after the actual date of mailing shall constitute the time at which notice was given.

20. This Separation Agreement will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Separation Agreement, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W.

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Wacker Drive Chicago, IL 60601-1696, in which event this Separation Agreement will not go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

AGREED AND ACCEPTED:
/s/    Robert S. Pyzdrowski
Name:	Robert S. Pyzdrowski

R.R. DONNELLEY & SONS COMPANY
By:	/s/    Andrew B. Panega
Name:	Andrew B. Panega
Title:	SVP Human Resources

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Annex A

UPDATED RELEASE

In consideration of the receipt of the payments and benefits described in the Separation Agreement dated                 , 2004 (the “Separation Agreement”), Executive knowingly and voluntarily releases and forever discharges R.R. Donnelley & Sons Company, its affiliates, subsidiaries, divisions, successors and assigns (the “Company”) and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action, known and unknown, that Executive has, ever had or could have had as of the date hereof arising out of or in any way connected with or related to Executive’s employment by the Company or the termination of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”)), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

For costs, fees or other expenses including attorneys’ fees and disbursements.

The Separation Agreement does not waive or otherwise impair any rights that Executive may have under the terms of any health or welfare plan maintained by the Company or any vested rights under any tax-qualified retirement plan. Executive’s severance benefits will be limited to those described in the Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any

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continuing obligations under all Company policies and covenants provided in the Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 16.

Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with the Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf.

Executive has had an adequate opportunity to request, and has received, all information Executive needs to understand this Updated Release and has been offered at least forty-five (45) days to consider the terms of this Updated Release and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to the Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period.

Executive has knowingly and voluntarily executed this Updated Release without any duress, coercion or undue influence by anyone.

This Updated Release will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Updated Release, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event neither this Updated Release nor the obligation to provide any unpaid payments or benefits provided under the Separation Agreement shall go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

If any provision of this Updated Release is held to be illegal, void, or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible.

Dated:
	Robert S. Pyzdrowski

A-2

February 29, 2004

Annex B

DISCLOSURE INFORMATION PROVIDED

PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT

Time Limitations and Eligibility Factors

In connection with the combination of R.R. Donnelley & Sons Company (“RRD”), and Moore-Wallace, Inc. (“MW”), the employment of certain employees will be terminated. All employees of both RRD and MW occupying positions between the level of Vice President and divisional President comprise the decisional unit. Employees selected for termination on or before March 31, 2004 in connection with the combination are being offered additional severance benefits in exchange for their signing a Separation Agreement and Updated Release.

Employees who have been selected for termination and who desire to receive the additional severance benefits have at least forty-five (45) days from the date of receipt of this disclosure information and the attached Separation Agreement and Updated Release to sign the Separation Agreement and the Updated Release. They may receive the additional severance benefits by signing the Separation Agreement, and also by signing the Updated Release no earlier than their last day of employment and returning both documents to R.R. Donnelley & Sons Company, to the attention of the Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696. The Separation Agreement, and the Updated Release shall each become effective on the eighth (8^th) day following their being signed (respectively, the Separation Agreement Effective Date, and the Updated Release Effective Date).

Employees may, at any time prior to the Separation Agreement Effective Date or the Updated Release Effective Date, revoke the Separation Agreement or the Updated Release by giving notice in writing of such revocation to the Senior Vice President, Human Resources, at the address above, by the seventh (7^th) day after they sign each document, except that if the seventh (7^th) day following the date the employee signs either document falls on a Saturday, Sunday or legal holiday, then the last day of the revocation period shall be the next business day, and the applicable effective date shall be the following day.

In accordance with law, RRD is disclosing to you the job titles and dates of birth of the employees selected and not selected for termination in this program.

B-1

EX-10.22

Exhibit 10.22

SEPARATION AGREEMENT

THIS AGREEMENT IS ENTERED INTO ON April 15, 2004, by and between Gregory A. Stoklosa (“Executive”) and R.R. Donnelley & Sons Company, its subsidiaries, affiliates, predecessors, successors and assigns (the “Company”) in connection with Executive’s termination of employment with the Company.

IN CONSIDERATION OF the payments, obligations and promises set forth in this agreement (the “Separation Agreement”), Executive and the Company agree as follows:

1. Executive’s employment with the Company shall end effective March 31, 2004 (the “Final Separation Date”). Executive will be relieved of the duties as Executive Vice President and Chief Financial Officer of the Company effective as of March 1, 2004. Executive’s last day in office will be March 1, 2004. However, during the period from March 1, 2004 through the Final Separation Date, Executive will continue to be employed by the Company and provide consultative services as requested by the Company at mutually agreeable times involving no unreasonable delays. During this period, the Company will pay Executive the base salary and provide benefits at the same levels as they exist as of the date hereof. Executive will vest in all options and other equities which vest prior to March 31, 2004, in accord with the terms of the applicable agreements. Exhibit A lists the equities, the amount vested in each, and the exercise price. These vested equities are exercisable for 90 days after March 31, 2004 under the terms of the agreements covering each and are not repurchasable by the Company.

2. Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants provided in this Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 16, and under the Agreement Regarding Confidential Information, Intellectual Property, and Non-Solicitation of Employees (“Confidentiality Agreement”), which he signed on June 27, 1997.

3. Pursuant to the Company’s reasonable request, Executive agrees to fully cooperate with the Company in connection with any investigations, inquiries, actions, suits, claims or proceedings involving the Company. Executive will be reimbursed for any reasonable out-of-pocket expenses associated with his cooperation under this paragraph.

4. Executive does hereby formally resign as of March 1, 2004 from all of Executive’s appointments, offices and directorships with the Company including Executive Vice President and Chief Financial Officer. Executive further agrees to fully cooperate and resign from any other Company appointments, offices and directorships, if any, including promptly executing any documents necessary to effect these resignations.

5. Executive agrees to return to the Company within five days of the date hereof, all Company documents, files, electronic information, equipment, and other property currently in Executive’s possession. Executive will also agree promptly to transfer to the Company any and all subscriptions, season tickets and memberships currently in Executive’s name which are paid for by the Company.

6. Executive agrees that the confidentiality obligations set forth in the Company’s policies, including the Confidentiality Agreement, shall continue in full force and effect from and after the date hereof, and Executive further agrees that from and after the date hereof, Executive will not disclose any confidential information regarding the Company to any third party or otherwise discuss the Company’s business, operations, affairs or prospects with any third party without the written consent of the Company, which may be withheld by the Company in the Company’s sole and absolute discretion, except that Executive may share information about his termination, this settlement agreement, and related matters, with his spouse, legal advisors, or accountants, so long as those individuals agree to be bound by the terms of Executive’s confidentiality obligations as to third parties.

7. Executive agrees that through the Final Separation Date and for eighteen (18) months after the Final Separation Date, Executive will not (i) accept a position with, or provide material services to, an entity that competes with a portion of the Company’s business representing more than $25 million of the Company’s revenues on the Final Separation Date, (ii) breach the terms of the Confidentiality Agreement, or (iii) materially interfere with the Company’s business relationships with any material customers or suppliers.

8. In consideration for signing and returning both (i) the Separation Agreement, and (ii) the Updated Release attached hereto as Annex A no earlier than the Final Separation Date, and not revoking either document within the applicable revocation periods, and provided that Executive is in compliance with all of the terms of and conditions of the Separation Agreement and has not breached Executive’s obligations hereunder, Executive will receive the following separation benefits:

a. Severance Pay. Executive will receive $50,375.00 per month for eighteen (18) months. Of this amount, $7,500.00 per week for fifteen (15) weeks represents “Regular Separation Pay” under the terms of the RR Donnelley Separation Pay Plan (“Separation Plan”). For more information as to the determination of your Regular Separation Pay, please see the Separation Plan’s Summary Plan Description (“SPD”), a copy of which is included with these materials. Notwithstanding the foregoing, Executive will be entitled to 25% of his or her Regular Separation Pay even if Executive fails to sign either (i) the Separation Agreement, or (ii) the Updated Release, or signs both documents but revokes either or both of the documents within the applicable revocation periods;

2

b. Special Payment – Executive will receive a payment of approximately $185,405.00, which represents an amount that is roughly equivalent to the pro-rata amount that the Executive would have accrued under the Company’s 3-year Long Term Incentive Plan; and,

c. COBRA Subsidy. The Company will subsidize Executive’s health care continuation benefits for a certain period determined in accordance with the terms of the Separation Plan. Executive will be required to pay the amounts for the coverage he selected which he had been paying prior to his Final Separation Date, if he continues to qualify for COBRA coverage, and the Company will pay the balance. Executive will be responsible for completing the appropriate paperwork he will receive from the COBRA administrator within the specified time frames.

d. Financial Planning Account. Through September 30, 2005, if Executive is not in breach of this Agreement, Executive may use the remaining balance in his financial planning account for expenses comparable to the expenses paid for Executive and other participants in these accounts prior to March 1, 2004. Any requests for payment from this account should be sent to Andrew Panega.

e. Outplacement Services. Executive shall be entitled to up to $15,000 of outplacement services utilized by Executive from an outplacement service provider of Executive’s choice, provided that such services are utilized within the 18 month period following the Final Separation Date.

9. Executive will receive a lump sum payment in lieu of any accrued but unused vacations days as of the Final Separation Date whether or not the Separation Agreement becomes effective.

10. All payments made pursuant to this Separation Agreement shall be reduced by applicable tax withholdings. All periodic payments made under this Separation Agreement shall be paid in accordance with usual Company payroll practices, as they may be in effect from time to time, by automatic direct deposit into an account designated by Executive beginning with the month following the Effective Date of the attached Updated Release. All lump-sum payments made under this Separation Agreement shall be paid as soon as administratively practicable after the Effective Date of the attached Updated Release.

11. (a) Executive agrees for himself and others acting on his behalf, that he (and they) have not and will not disparage, make negative statements about or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of their incumbent or former officers, directors, agents, consultants, employees, successors and assigns.

(b) If any prospective employers request a reference, the Company will provide them with only the fact that you worked for the Company, the positions you held, and your salary. No further information will be provided unless we receive a written release

3

or unless the Company is required to do so by law. You will notify Andrew Panega at least one week before you begin any employment prior to September 30, 2005.

12. For and in consideration of the payments, benefits and other things of value to be provided pursuant to this Agreement, Executive agrees, knowingly and voluntarily, to release and forever discharge the Company and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action known and unknown, that Executive has, ever had or could have had as of the date hereof, arising out of or in any way connected with or related to this Separation Agreement, Executive’s employment by the Company or the cessation of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

• For costs, fees or other expenses including attorneys’ fees and disbursements.

This Separation Agreement does not waive or otherwise impair Executive’s rights (i) under any benefit plan or program of the Company in accordance with the terms of such plan(s), (ii) to continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or (iii) under this Separation Agreement. Executive’s severance benefits will be limited to those described in this Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

If any provision of this Separation Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect;

4

however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Separation Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

Executive will continue to be covered under the terms of the indemnity provisions of Article Twelve of the Certificate of Incorporation for all acts occurring during his employment including any work as an Officer or Director of any of our subsidiaries, and to the same extent as any other Officer who is provided indemnification in a matter in which Executive also seeks indemnification from the Company. Executive does not waive any rights he may have as a stockholder of the Company.

13. Executive agrees that the terms of this Separation Agreement are and shall remain strictly confidential and shall not be disclosed to any third party, other than to Executive’s attorney or other advisors, or Executive’s spouse for purposes of considering whether to sign this Separation Agreement; provided that Executive discloses to such persons the existence of this confidentiality provision and such persons agree to maintain the confidentiality thereof, and provided further that Executive shall be fully responsible for any breach by any such person of this confidentiality provision. In the event any third party inquires about Executive’s employment or separation from employment with the Company, Executive agrees to respond as follows: “I have reached agreement with the Company. I cannot comment any further.”

14. This Agreement is not intended, and shall not be construed, as an admission that the Company has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against Executive.

15. By signing this Separation Agreement, and initialing each of the following statements, Executive expressly acknowledges and agrees that:

Ÿ Executive has read and fully understands the terms of this Separation Agreement; [        ]

Ÿ Executive acknowledges and agrees that the payments, benefits and/or other things of value provided pursuant to this Separation Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to Executive, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between Executive and the Company; and (ii) exceed any payment, benefit, or other thing of value to which Executive might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between Executive and the Company; [        ]

5

· Executive understands that (i) this Separation Agreement sets forth the entire agreement between the parties, and fully supersedes any prior agreements or understandings between the parties and (ii) this Separation Agreement and the attached Updated Release constitute a release by Executive of all claims, known and unknown, which relate to Executive’s employment or separation from employment; [            ]

· The Company advised Executive to consult an attorney, and Executive has so consulted an attorney, prior to signing this Separation Agreement and the attached Updated Release; [            ]

· Executive has had adequate opportunity to request, and has received, all information Executive needs to understand this Separation Agreement and has been offered at least forty-five (45) days to consider the terms of this Separation Agreement and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to this Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period; and [            ]

· Executive has knowingly and voluntarily entered this Separation Agreement, without any duress, coercion or undue influence by anyone. [            ]

16. Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with this Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf. Other than for claims arising under the ADEA, Executive also agrees, to the fullest extent permitted by law, not to commence, encourage, facilitate or participate in any action or proceeding for damages, reinstatement, injunctive or any other type of relief, in any state, federal or local court or before any administrative agency, relating to this Separation Agreement or the attached Updated Release, the enforceability of any provision thereof or Executive’s employment with the Company or the termination thereof.

17. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that cannot be resolved by Executive and the Company, including any dispute as to the calculation of any payments hereunder, and the terms of this Separation Agreement, shall be determined by a single arbitrator in Chicago, Illinois, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he determines has prevailed in the arbitration any legal fees and other fees and expenses that may be incurred in respect of enforcing its

6

respective rights under this Agreement. This Agreement shall be interpreted in accordance with the laws of the State of Illinois.

18. Executive agrees that, if the Company is required to take any legal action to enforce Executive’s obligations under this Separation Agreement for any reason, except any claim arising under the ADEA, executive shall be responsible for all costs incurred by the Company to enforce Executive’s obligations thereunder including, without limitation, reasonable attorneys fee and expenses, provided that a court of competent jurisdiction has issued a final, non-appealable order or decision that Executive has violated this Agreement.

19. All notices or communications under this Agreement must be in writing, addressed; (i) if to the Company, to the attention of Andrew Panega, Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696 and (ii) if to Executive, at Executive’s last known address (or to any other addresses as either party may designate in a notice duly delivered as described in this paragraph). Any notice or communication shall be delivered by fax (with proof of transmission), by hand or by courier (with proof of delivery). Notices and communications may also be sent by certified or registered mail, return receipt requested, postage prepaid, addressed as above and the third business day after the actual date of mailing shall constitute the time at which notice was given.

20. This Separation Agreement will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Separation Agreement, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of Andrew Panega, Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event this Separation Agreement will not go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

AGREED AND ACCEPTED:

/s/    Gregory A. Stoklosa

Name: Gregory A. Stoklosa

7

R.R. DONNELLEY & SONS COMPANY
By:	/s/    Andrew B. Panega
Name:	Andrew B. Panega
Title:	Senior Vice President, Human Resources

8

Annex A

UPDATED RELEASE

In consideration of the receipt of the payments and benefits described in the Separation Agreement dated                 , 2004 (the “Separation Agreement”), Executive knowingly and voluntarily releases and forever discharges R.R. Donnelley & Sons Company, its affiliates, subsidiaries, divisions, successors and assigns (the “Company”) and the current and former shareholders, employees, officers, directors, consultants, representatives and agents thereof, of and from any and all claims, liabilities, demands or causes of action, known and unknown, that Executive has, ever had or could have had as of the date hereof arising out of or in any way connected with or related to Executive’s employment by the Company or the termination of Executive’s employment (this “Release”). This total and unlimited release includes, but is not limited to, any claims based on any local, state or federal statute, or other regulations or laws (including common law):

• Relating to bias based on Executive’s age, sex, religion, religious creed, citizenship, color, race, ancestry, national origin, veteran, familial or marital status, sexual orientation or preference, genetic predisposition or carrier status, physical or mental disability or past or present history of the same or any other form of discrimination, harassment or retaliation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Illinois Human Rights Act, the Illinois Equal Pay laws, the Cook County Human Rights Ordinance, and the Chicago Human Rights Ordinance;

• Relating to the Worker Adjustment and Retraining Notification Act (“WARN”);

• Any claim under the Family and Medical Leave Act;

• For wrongful discharge, harassment or retaliation;

• Relating to any implied or express contract (whether oral or written);

• For intentional or negligent infliction of emotional harm, defamation or any other tort;

• For fraud or conversion;

• In connection with continuation of sponsored health benefits; and

For costs, fees or other expenses including attorneys’ fees and disbursements.

This Updated Release does not waive or otherwise impair Executive’s rights (i) under any benefit plan or program of the Company in accordance with the terms of such plan(s), (ii) to continuation of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or (iii) under the Separation Agreement. Executive’s severance benefits will be limited to those described in the Separation Agreement, and except as otherwise provided herein, Executive’s participation in any Company-sponsored employee benefit plan shall cease as of the Final Separation Date.

A-1

Executive represents and agrees that as of the date hereof Executive is in compliance with, not aware of any material violations of, and will comply with any continuing obligations under all Company policies and covenants provided in the Separation Agreement, including, but not limited to those provided in paragraphs 6, 7, 11, 13, and 16.

Executive represents and warrants that as of the date hereof Executive has not filed any complaints, charges, or claims for relief against the Company, any of its past or present officers, directors, employees, consultants or agents arising out of any acts or omissions they allegedly may have committed in connection with the Separation Agreement, Executive’s employment or the termination of such employment with any local, state or federal court or administrative agency and has not authorized any other person or entity to assert such a claim on Executive’s behalf.

Executive has had an adequate opportunity to request, and has received, all information Executive needs to understand this Updated Release and has been offered at least forty-five (45) days to consider the terms of this Updated Release and the information attached at Annex B which is provided pursuant to the Older Workers Benefit Protection Act, and Executive agrees that any modifications, material or otherwise, made to the Separation Agreement shall not restart or affect in any manner the original forty-five (45) calendar day consideration period.

Executive has knowingly and voluntarily executed this Updated Release without any duress, coercion or undue influence by anyone.

This Updated Release will become effective on the eighth day after Executive signs it. During the seven (7) days after Executive signs this Updated Release, Executive may revoke it by giving written notice to R.R. Donnelley & Sons Company, to the attention of Andrew Panega, Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696, in which event neither this Updated Release nor the obligation to provide any unpaid payments or benefits provided under the Separation Agreement shall go into effect. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the State of Illinois, then the revocation period shall not expire until the next business day.

If any provision of this Updated Release is held to be illegal, void, or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible.

Dated:
	Gregory A. Stoklosa

A-2

March 1, 2004

Annex B

DISCLOSURE INFORMATION PROVIDED

PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT

Time Limitations and Eligibility Factors

In connection with the combination of R.R. Donnelley & Sons Company (“RRD”), and Moore-Wallace, Inc. (“MW”), the employment of certain employees will be terminated. All employees of both RRD and MW occupying positions between the level of Vice President and divisional President comprise the decisional unit. Employees selected for termination on or before March 31, 2004 in connection with the combination are being offered additional severance benefits in exchange for their signing a Separation Agreement and Updated Release.

Employees who have been selected for termination and who desire to receive the additional severance benefits have at least forty-five (45) days from the date of receipt of this disclosure information and the attached Separation Agreement and Updated Release to sign the Separation Agreement and the Updated Release. They may receive the additional severance benefits by signing the Separation Agreement, and also by signing the Updated Release no earlier than their last day of employment and returning both documents to R.R. Donnelley & Sons Company, to the attention of Andrew Panega, Senior Vice President, Human Resources, 77 W. Wacker Drive Chicago, IL 60601-1696. The Separation Agreement, and the Updated Release shall each become effective on the eighth (8^th) day following their being signed (respectively, the Separation Agreement Effective Date, and the Updated Release Effective Date).

Employees may, at any time prior to the Separation Agreement Effective Date or the Updated Release Effective Date, revoke the Separation Agreement or the Updated Release by giving notice in writing of such revocation to Andrew Panega, Senior Vice President, Human Resources, at the address above, by the seventh (7^th) day after they sign each document, except that if the seventh (7^th) day following the date the employee signs either document falls on a Saturday, Sunday or legal holiday, then the last day of the revocation period shall be the next business day, and the applicable effective date shall be the following day.

In accordance with law, RRD is disclosing to you the job titles and dates of birth of the employees selected and not selected for termination in this program.

B-1

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Mark A. Angelson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of R.R. Donnelley & Sons Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2004

Signature:	/S/    MARK A. ANGELSON
	Mark A. Angelson
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, James R. Sulat, certify that:

1. I have reviewed this quarterly report on Form 10-Q of R.R. Donnelley & Sons Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2004

Signature:	/S/    JAMES R. SULAT
	James R. Sulat
	Senior Executive Vice President, Interim Chief
	Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63

OF TITLE 18, UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of R.R. Donnelley & Sons Company (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2004 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/S/    MARK A. ANGELSON
Dated: May 10, 2004	Name: Mark A. Angelson
	Title: Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63

OF TITLE 18, UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of R.R. Donnelley & Sons Company (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2004 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/S/    JAMES R. SULAT
Dated: May 10, 2004	Name: James R. Sulat
	Title: Senior Executive Vice President, Interim Chief Financial Officer