Moore Wallace Incorporated Deferred Profit Sharing Plan



 Exhibit 4.8 
  
 Moore Corporation Limited 
  
 Deferred Profit Sharing Plan 
  
 Amended and Restated as of July 1, 2001 
  
  
 June 2001 









			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	i
	


  

 Table of Contents 
  

			
	 Article 1 — DEFINITIONS
	  	1
		
	 Article 2 — TRUST FUND
	  	10
		
	 Article 3 — PARTICIPATION AND ENROLMENT
	  	11
		
	 Article 4 — PARTICIPANT CONTRIBUTIONS
	  	12
		
	 Article 5 — EMPLOYER CONTRIBUTIONS
	  	13
		
	 Article 6 — INVESTMENT OPTIONS
	  	15
		
	 Article 7 — PARTICIPANT ACCOUNTS
	  	18
		
	 Article 8 — VESTING
	  	21
		
	 Article 9 — Withdrawal Privileges
	  	22
		
	 Article 10 — TERMINATION AND SUSPENSION OF PARTICIPATION
	  	23
		
	 Article 11 — PAYMENTS OF BENEFITS
	  	25
		
	 Article 12 — AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
	  	26
		
	 Article 13 — ADMINISTRATION AND GENERAL PROVISIONS
	  	28










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	Page 1
	


  

 Article 1 — Definitions 
  
 In this DPSP the following words and phrases shall, unless otherwise indicated, have the following meanings: 
  

	1.01	“Applicable Tax Legislation” means tax legislation as it applies to a deferred profit sharing plan. Applicable Tax Legislation includes the Income Tax Act (Canada) and any
applicable provincial income tax act, as amended from time to time, together with any relevant regulations and application rules made thereunder from time to time. 

  

	1.02	“Appropriate Form” means the form provided or prescribed by the Committee for a particular purpose. 

  

	1.03	“Approved Absence” means: 

  

	 	(a)	any period of absence not in excess of one year during which an Employee absents himself from work with the approval or at the direction of the Employer, including but not
restricted to absence on account of sickness, accident, disability, maternity or parenting; provided such Employee returns to work for the Employer at such time as the Employer may reasonably require; and 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	2
	


  


	 	(b)	any period of absence during which the Employee was in military service with the Canadian armed forces if he is re-employed within 90 days following termination of such military
service. 

  
 During an Approved Absence the
Employee will be regarded as in the Service of the Employer. 
  

	1.04	“Beneficiary” shall mean a person last designated by a Participant to receive payments or distributions under the terms of the DPSP upon his death pursuant to a written
notice on the Appropriate Form, filed with the Employer. 

  

	1.05	“Board of Directors” means the Board of Directors of the Corporation. 

  

	1.06	“Committee” means the Pension Committee as provided in Article 14 of the Savings Plan. 

  

	1.07	“Corporation” means Moore Corporation Limited and includes any successor thereto, provided that reference to any action to be taken, approval to be given or power or
discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly authorized by the Board of Directors in that behalf. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	3
	


  


	1.08	“Covered Earnings” shall mean the total annual compensation paid to an Employee for Service with the Employer and shall include basic salary, basic wages, overtime, shift
differentials, commissions and bonuses. 

  

	1.09	“Deferred Profit Sharing Plan” or “DPSP” means the Moore Corporation Limited Deferred Profit Sharing Plan registered under the Applicable Tax Legislation, as set
forth herein and as amended from time to time. 

  

	1.10	“Disability” or “Disabled” shall mean a state of incapacity which is deemed to commence 

  

	 	(a)	for an Employee who is a member of the Employer’s long term disability plan, on the date that he qualifies for a disability benefit from the long term disability plan.


  

	 	(b)	for an Employee who is not a member of the Employer’s long term disability plan, on the date seven months after he becomes disabled and has been certified by medical
documentation acceptable to the Employer to be unable to perform services of the nature usually performed by him for the employer during the preceding six months. 

  

	1.11	“Effective Date” shall mean January 1, 1986. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	4
	


  


	1.12	“Eligible Employee” shall mean an Employee who has completed three months of continuous Service with the Employer. 

  

	1.13	“Employee” means any person who is actively rendering services with the Employer, or with the Employer and one or more Associated Companies, on a permanent Full-time Basis
and who receives Covered Earnings from the Employer. 

  
 The term Employee excludes any person hired on a part-time, temporary, or contract basis. 
  

	1.14	“Employer” means the Corporation and includes: 

  

	 	(a)	any Predecessor Company; 

  

	 	(b)	any Associated Company which adopts the Savings Plan after the Effective Date and any successor thereto; and 

  

	 	(c)	any wholly-owned subsidiary of the Corporation whose employees have been designated by the Board of Directors as eligible to participate in the Savings Plan.


  
 “Associated Company” means any
company which is designated by the Corporation as an Associated Company. 









			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	5
	


  

 “Predecessor Company” means any company, all or a substantial part of whose business and
assets have been acquired by the Corporation, and any company which has been amalgamated with the Corporation. 
  
 The following are wholly owned subsidiaries which have been designated by the Board of Directors as eligible to participate in the DPSP: 
  

	 	•	Logidec, effective July 1, 1997 

  

	 	•	Phoenix Group, Inc., effective April 1, 1998 

  

	1.15	“Employer Contributions” means the total of the contributions being made by the Employer for the benefit of a Participant to the DPSP, as described in Article 5.


  

	1.16	“Full-time Basis” means employment which is customarily for more than 20 hours per week. 

  

	1.17	“Fund Manager” means the Trust Company and/or Insurance Company and/or investment fund manager selected by the Committee to invest the funds of the DPSP.


  

	1.18	“Grandfathered Employee” means an Employee who, as of December 31, 1997 is 

  

	 	(a)	at least age 50 and has at least ten years of Service, or 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	6
	


  


	 	(b)	at least 45 and has at least 20 years of Service, 

  
 and who elected to continue participation in the Savings Plan under Employer Contribution provisions as they existed prior to January 1, 1998. 

 

	1.19	“Insurance Company” means an insurance company authorized to do life insurance business in Canada. 

  

	1.20	“Investment Option” means any one of the Investment Options described in Article 6.01. 

  

	1.21	“Participant” shall mean a participant in the Savings Plan for whom contributions are made to the DPSP by the Employer. 

  

	1.22	“Participant Accounts” shall mean the separate accounts maintained for a Participant in the Trust Fund which hold Prior Participant Contributions and Employer
Contributions, and which are invested in the Investment Options as described in Article 7 hereof. 

  

	1.23	“Participant Basic Contributions” shall mean the basic contributions being made by a Participant as described in Article 4 of the Savings Plan. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	7
	


  


	1.24	“Performance Matching Contribution” means the Employer Contribution in respect of a Participant as described in Article 5.01. 

  

	1.25	“Plan Year” means the calendar year. 

  

	1.26	“Prior Participant Contributions” shall mean the amounts contributed prior to January 1, 1991 by a Participant in the DPSP, as Participant Basic Contributions or
additional contributions pursuant to the Savings Plan. 

  

	1.27	“Retirement” or “Retired” shall mean retirement within the meaning of the Retirement Income Plan. 

  

	1.28	“Retirement Income Plan” or “RIP” shall mean the Moore Corporation Limited Retirement Income Plan. 

  

	1.29	“Savings Plan” shall mean the Moore Corporation Limited Savings Plan as amended from time to time. 

  

	1.30	“Service” means the period of employment as an Employee of the Employer (commencing, in the case of an Employer referred to in clause (c) of that definition, on the
effective date of the designation), prior to Retirement. “Service” must be continuous and without interruption, other than for an Approved Absence as provided in Article 1.03. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	8
	


  

 In the case of any person in the employment of a company which becomes a Predecessor Company after
the Effective Date, or any person in the employ of an Associated Company which becomes an Employer after the Effective Date, his period of prior employment with such company shall not, except for the purposes of Article 8, be included in his period
of Service except to the extent and for the purposes then determined by the Corporation. 
  
 In the case of any person who was in the employ of a company which became a Predecessor Company prior to the Effective Date, his period of employment with such company shall be included in his period of Service.

  

	1.31	“Specified Shareholder” means a specified shareholder as defined in the Applicable Tax Legislation. In general this means a person who owns, directly or indirectly, ten
percent or more of the issued shares of any class of the capital stock of the Corporation or of any other corporation that is related to the Corporation. 

  

	1.32	“Trust Agreement” means the agreement between the Corporation and the Trustee with respect to the DPSP. 

  

	1.33	“Trust Company” means a trust company authorized to do business in Canada. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	9
	


  


	1.34	“Trustee” means the Trust Company or Companies and/or Insurance Company or Companies or at least three individual trustees selected by the Committee to hold the funds of
the DPSP pursuant to the Trust Agreement entered into in connection with the DPSP. Each of the Trustees under the DPSP must be resident in Canada within the meaning of the Applicable Tax Legislation. 

  

	1.35	“Trust Fund” shall mean the trust fund established to hold the Employer Contributions and Prior Participant Contributions under the DPSP. 

  

	1.36	“Valuation Date” shall mean any date on which the Participant’s accounts are valued in accordance with Article 7. 

  
 For purposes of the DPSP, words in the masculine gender will also include the feminine
gender, unless clearly indicated otherwise; words in the singular may include the plural or the plural may include the singular. 









			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	10
	


  

 Article 2 — Trust Fund 
  

	2.01	For the purposes of the DPSP, the Corporation has established and shall maintain a Trust Fund pursuant to a Trust Agreement. 

  

	2.02	All Employer Contributions shall be paid into the Trust Fund. 

  

	2.03	Prior Participant Contributions and related investment earnings are held in the Trust Fund. 

  

	2.04	The Trust Fund shall be administered by the Trustee in accordance with the terms set forth in the Trust Agreement and in accordance with the Applicable Tax Legislation.











			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	11
	


  

 Article 3 — Participation and Enrolment 
  

	3.01	A Participant shall participate in the DPSP as at the later of the following dates: 

  

	 	(a)	the date on which the Participant is eligible for Employer Contributions, i.e., on the date the Participant has one year of Service, or 

  

	 	(b)	the date he becomes a Participant in the Savings Plan. 

  

	3.02	Notwithstanding the above, no Employee who is, or who is related to (within the meaning of the Applicable Tax Legislation), a Specified Shareholder of the Corporation or of a
corporation which is related to (within the meaning of the Applicable Tax Legislation) the Corporation may become a participant in the DPSP. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	12
	


  

 Article 4 — Participant Contributions 
  

	4.01	Effective January 1, 1991 Participants may not make contributions to the DPSP. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	13
	


  

 Article 5 — Employer Contributions 
  

	5.01	Basic Matching Contribution for Employees 

  
 Effective January 1, 2001 the Employer shall contribute out of its profits to the DPSP on behalf of each Participant who is a Participant of the Savings
Plan with one full year of service with the Employer, $.50 for each $1.00 of the Participant Basic Contribution (hereinafter referred to as the Basic Matching Contribution). Basic Matching Contributions shall be credited to Participant Accounts at
the end of the month in which the Participant Basic Contributions are made. 
  

	5.02	Notwithstanding the foregoing provisions of this Article, total Employer Contributions to the DPSP in a Plan Year on behalf of a Participant may not exceed the lesser of the
following limits under the Applicable Tax Legislation as they apply for the Plan Year in which the Employer Contributions are actually made: 

  

	 	(a)	 1/2 of the money purchase limit for the Plan
Year, and 

  

	 	(b)	the lesser of: 

  

	 	(i)	18% of the Participant’s compensation, and 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	14
	


  


	 	(ii)	the money purchase limit for the year minus the Participant’s pension adjustment associated with the Retirement Income Plan for the Plan Year 

  
 as outlined in subsection 147(5.1) of the Income Tax Act (Canada) or any
other applicable limits outlined in the Applicable Tax Legislation. 
  

	5.03	Any portion of a Participant’s Account in which he does not have a vested interest in accordance with Article 8 at the time of termination of employment shall be forfeited, and
shall either be paid to the Employer or be applied to reduce Employer Contributions prior to December 31 of the Plan Year following the Plan Year in which the forfeiture occurred. 

  

	5.04	For greater certainty, no contribution shall be made to the DPSP other than Employer Contributions in accordance with this Article 5. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	15
	


  

 Article 6 — Investment Options 
  

	6.01	Investment Options 

  
 The following Investment Options are available: 
  

	 	(a)	“Canadian Equity Fund” A fund invested in common stocks of established Canadian companies. 

  

	 	(b)	“Diversified Fund” A fund invested in a mix of equities, bonds, and money market securities. 

  

	 	(c)	“Moore Corporation Stock Fund” A fund invested in Moore Corporation Limited common stock. Effective November 1, 1999 this has been changed from a pooled fund to directly
held shares of Moore Corporation common stock. 

  

	 	(d)	“GIC Fund” A fund invested in three-year Guaranteed Investment Certificates. Effective November 1, 1999 this has been changed to directly held GIC Certificates in l year,
2 year, 3 year, 4 year or 5 year terms. 

  

	 	(e)	“Global Equity Fund” A fund invested primarily in common stocks of companies outside of Canada. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	16
	


  


	 	(f)	“Bond Fund” A fund invested in high quality bonds of the federal and provincial government and in corporate fixed income securities. 

  

	 	(g)	“Money Market Fund” A fund invested in high quality short-term government and corporate securities, including Canadian treasury bills and commercial paper.


  

	6.02	Allocation Among Funds 

  

	 	(a)	Under the terms of the Savings Plan, a Participant must direct how his Participant contributions are to be allocated among the Investment Options. Contributions may be invested in
any of the Investment Options or may be allocated among the Investment Options in multiples of 5%, subject to the foreign content limitation in compliance with the Income Tax Act (Canada) and Regulations thereto in the Global Equity Fund. Employer
Contributions to the DPSP made after January 1, 1998 will be allocated in the same proportions. 

  

	 	(b)	The allocation of Prior Participant Contributions and Employer Contributions among Investment Options must be made on the Appropriate Form. Subsequent changes may be made at any
time, provided the Participant contacts the Trustee’s Customer Service via the call centre to provide direction of this transaction. Subject to paragraph (c), both past service contributions and future service contributions may be reallocated.











			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	17
	


  


	 	(c)	Notwithstanding paragraph (b), Employer Basic Matching Contributions made on behalf of all Participants prior to January 1, 1998 were made to the Diversified Fund and may only be
reallocated once they are vested in accordance with Article 8. Further, all Employer Supplementary Matching Contributions made prior to January 1, 1998 were invested in the Moore Corporation Stock Fund and may not be reallocated.


  

	 	(d)	For greater certainty, Prior Participant Contributions shall be invested in the Investment Options, and in the same proportions as other past service Participant contributions under
the Savings Plan. 

  

	6.03	The income of an Investment Option arising from dividends, interest payments and all other distributions shall be reinvested in the same Investment Option. Dividends earned through
investment in the Moore Corporation Stock Fund will be used to purchase additional Moore Corporation Limited common stock. 

  

	6.04	No part of the Trust Fund may be invested in notes, bonds, debentures, or similar obligations of the Corporation or another company with whom the Corporation does not deal at
arm’s length (within the meaning of the Applicable Tax Legislation), or in shares of a company at least 50 percent of the property of which consists of such obligations. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	18
	


  

 Article 7 — Participant Accounts 
  

	7.01	A separate Participant Account shall be established with respect to each Investment Option to which Prior Participant Contributions and the Employer Contributions made on a
Participant’s behalf are credited. 

  

	7.02	All income received, capital gains made and capital losses sustained by each Investment Option during a given Plan Year shall be allocated to the appropriate Participant Account
during that year or within 90 days after the end of that year, unless they have been allocated in previous years. 

  

	7.03	Valuation of Accounts Other Than Those Established for Moore Corporation Stock Fund 

  

	 	(a)	Amounts credited to a Participant Account by way of contributions and amounts credited or charged to a Participant Account by way of inter-Investment Option transfer, as referred to
in Article 6.02, shall be used to purchase units or shares of the applicable Investment Options based on the next available Valuation Date. 

  

	 	(b)	On each business day of the month, hereinafter referred to as the Valuation Date, each Participant Account shall be valued. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	19
	


  


	 	(c)	The value of a Participant Account shall be equal, at any date, to the number of units or shares of each Investment Option multiplied by the applicable unit or share value at the
Valuation Date coincident with or immediately preceding such date, plus or minus the amounts credited or charged to the account since that Valuation Date. 

  

	7.04	Valuation of Accounts Established for Moore Corporation Stock Fund 

  

	 	(a)	In any month, the aggregate amount to be credited to Participant Accounts established for the Moore Corporation Stock Fund made up of contributions and transfers, shall be used to
purchase shares of Moore Corporation Limited common stock. Once the dollar amount has been established, shares will be purchased within five business days following the receipt of all monthly contributions. A pro-rata number of shares, including
fractions of shares, will be allocated to each individual Participant Account based on the corresponding dollar amounts credited or charged to such Participant Accounts. 

  

	 	(b)	Brokerage fees for the purchase of shares in connection with paragraph (a) will be charged to Participant Accounts on a pro-rata basis. 

  

	 	(c)	The dollar value of a Participant Account established with respect to the Moore Corporation Stock Fund on any date shall be equal to the then 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	20
	


  

 current market value of Moore Corporation Limited common stock multiplied by the number of shares held in the
Participant Account, plus or minus the amounts credited or charged to the account but not yet used to purchase or sell shares. 









			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	21
	


  

 Article 8 — Vesting 
  

	8.01	Each Participant has a complete and a fully vested right in the value of his Prior Participant Contributions. 

  

	8.02	A Participant shall be fully vested in the value of the Employer Contributions after 24 month of participation in the Savings Plan. 

  

	8.03	Notwithstanding the foregoing provisions of this Article, Participants shall be fully vested in Employer Contributions 

  

	 	(a)	in the event of the termination of the DPSP 

  

	 	(b)	in the event of the partial termination of the DPSP (if such Participant is affected by such partial termination) 

  

	 	(c)	in the event of the complete discontinuance of Employer Contributions to the DPSP 

  

	 	(d)	upon the Participant’s Retirement, death or Disability. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	22
	


  

 Article 9 — Withdrawal Privileges 
  

	9.01	A Participant may withdraw the value of his Prior Participant Contributions and vested Employer Contributions to the DPSP, during his employment with the Employer, only under
extraordinary circumstances as described in Article 11 of the Savings Plan. For greater certainty, loans to Employees or Beneficiaries are not permitted. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	23
	


  

 Article 10 — Termination and Suspension of Participation 
  

	10.01	Upon termination of employment or death of a Participant, his participation in the DPSP shall cease. The full vested value of his Participant Accounts shall be paid to the
Participant or his Beneficiary, as applicable, pursuant to the provisions of Article 11 hereof. The full vested value of the Participant Accounts in the DPSP shall be payable no later than 90 days after the earlier of termination of employment or
death. 

  

	10.02	Upon the Retirement of a Participant, he may elect one of the following options: 

  

	 	(a)	cease participation in the DPSP in which case the full value of his Participant Accounts shall be paid in accordance with Article 11 hereof, or 

  

	 	(b)	continue participation in the DPSP and receive the full value of his Participant Accounts in accordance with Article 11 at such later date as the Participant elects. No further
Employer Contributions will be made to the DPSP after Retirement. 

  

	10.03	If a Participant suspends participation in the Savings Plan while remaining in the employment of the Company, his participation in the DPSP shall be suspended until the resumption
of his participation in the Savings Plan or his termination of employment. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	24
	


  


	10.04	Notwithstanding the above, in any event, the full value of the Participant’s Accounts shall be paid out no later than within 90 days of the end of the calendar year in which
the Participant attains age 69. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	25
	


  

 Article 11 — Payments of Benefits 
  

	11.01	Unless he elects otherwise pursuant to Article 11.02 or 11.03 hereof, a Participant shall be paid the full vested value of his Participant Accounts in cash, either in a lump sum
payment or pursuant to an annuity contract purchased from an Insurance Company or a Trust Company, the guaranteed term, if any, of such annuity contract not to exceed 15 years as provided in Section 147 of the Income Tax Act (Canada). The portion of
the Participant’s Accounts representing Prior Participant Contributions may not be applied to the purchase of the aforementioned annuity contract. 

  

	11.02	Subject to any Applicable Tax Legislation, a Participant may elect to transfer the lump sum payment provided in Article 11.01 to another plan duly registered under the Applicable
Tax Legislation except the portion of the Participant’s Accounts representing Prior Participant Contributions. 

  

	11.03	Notwithstanding any other provision herein, if any distribution of a Participant’s Accounts includes amounts standing to such Participant’s credit in the Moore Corporation
Stock Fund as set forth in Article 6.01, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive the amount standing to the Participant’s credit in such Investment Option in whole shares of
Corporation stock rather than cash, provided that a minimum number of shares of Corporation stock are then standing to the Participant’s credit in such Investment Fund. Any fractional shares shall be distributed in cash.











			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	26
	


  

 Article 12 — Amendment, Modification, Suspension Or Termination 
  

	12.01	Corporate Authority 

  
 The Corporation, by action of its Board of Directors, reserves the right at any time to amend, modify, suspend or terminate the DPSP, any contributions
thereunder, the Trust Fund or any contract relating to the DPSP, in whole or in part and for any reason and without the consent of any Participant or Beneficiary, including the right to change the Fund Manager and the Trustee. 
  

	12.02	Limitations 

  
 A modification or an amendment or termination of the DPSP shall not 
  

	 	(a)	retroactively impair any rights under the DPSP which any Participant or Beneficiary otherwise would have had at the date of such amendment or modification or termination of the
DPSP, by reason of the contributions thereto made, except to such extent as may be necessary or appropriate to qualify or maintain the DPSP, and the Trust Fund and any contract forming a part of the DPSP, in accordance with the Income Tax Act
(Canada) or 

  

	 	(b)	make it possible for any part of the funds of the DPSP (other than such part as is required to pay taxes, if any, or administrative costs as 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	27
	


  

 described in Article 13.02, and other than such part as represents forfeited amounts which may be
paid to the Employer) to be used for or diverted to any purposes other than for the exclusive benefit of Participants and their Beneficiaries under the DPSP. 
  

No merger or consolidation with, or transfer of assets or liabilities to, any other retirement savings plan, shall be made unless the benefit each
Participant in this DPSP would receive if the plans were terminated immediately after such merger or consolidation, or transfer of assets and liabilities, would be at least as great as the benefit he would have received had the DPSP terminated
immediately before such merger, consolidation or transfer. 
  

	12.03	Notice 

  
 Notice of any amendment, modification, suspension or termination of the DPSP shall be given by the Corporation to the Trustee and, in the case of any change which may adversely affect their interest their interests,
to all Participants. 
  

	12.04	Termination of DPSP 

  
 Upon termination of the DPSP, the vested value of the Participant Accounts shall be paid in accordance with Article 11 hereof not more than 90 days after
the date of such termination. 









			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	28
	


  

 Article 13 — Administration and General Provisions 
  

	13.01	The Committee shall decide all matters of any nature whatsoever in connection with the administration, interpretation or application of the DPSP, the Trust Fund and any contracts
related to the DPSP and the Committee’s decision shall be final and conclusive with respect to all questions, except on matters which affect the rights, duties, and responsibilities of the Trustee as set out in the Trust Agreement which shall
be decided with the mutual agreement of the Trustee and the Committee. 

  

	13.02	All administrative costs of the DPSP, including any transaction expense incurred in connection with the operation of the Trust Fund or the Investment Options, shall be charged on a
pro-rata basis to the Participant Accounts. 

  

	13.03	The Employer shall have no liability for payments under the DPSP except for the payment of Employer Contributions in accordance with Article 5. Participants and Beneficiaries shall
look solely to the assets of the DPSP for any payments under the DPSP. 

  

	13.04	The Employer shall not be liable for; 

  

	 	(a)	the investment performance of the Investment Options; or 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	29
	


  


	 	(b)	matters relating to the limits under any section of the Applicable Tax Legislation; or 

  

	 	(c)	compliance with foreign content rules under Applicable Tax Legislation. 

  

	13.05	No payment or distribution under the DPSP shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt by
anyone to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void. 

  

	13.06	The establishment of the DPSP shall not be construed as conferring any legal rights upon any Participant or any person for continuation of employment, nor shall it interfere with
the rights of the Employer to discharge any Participant without regard to the effect which such action might have upon him as a Participant of the DPSP. 

  

	13.07	The Committee shall be entitled to rely on all certificates and reports furnished by the Trustee and upon all opinions given by any outside legal counsel chosen by the Committee,
and the Committee shall not be liable in respect of any action taken or suffered by them in good faith in reliance upon the Trustee or any such counsel and all action so taken or suffered shall be conclusive upon each of them and upon any
Participant, annuitant, Beneficiary and contingent annuitant. 










			
	 Moore Corporation Limited
	 	 
	 Deferred Profit Sharing Plan
	 	 
	 Amended and Restated as of July 1, 2001
	 	30
	


  


	13.08	All Employer Contributions to the DPSP and all cash payments under the DPSP shall be payable in lawful currency of Canada. 

  

	13.09	In the event of conflict between the provisions of the DPSP and the provisions of the Savings Plan, the provisions of the DPSP shall prevail. In the event of conflict between the
provisions of the DPSP and the provisions of the Trust Agreement, the provisions of the DPSP shall prevail. 

  

	13.10	Participation in the DPSP shall be construed as acceptance of, and agreement by the Participant to be bound by the terms and conditions of the DPSP. 

  

	13.11	No advantage, other than as provided for in the DPSP, that is conditional in any way on the existence of the DPSP, shall be extended to the Participant or to a person with whom the
Participant was not dealing at arm’s length. 

  

	13.12	The Employer shall advise an Eligible Employee under the Savings Plan of the existence and of the general provisions of the DPSP. Every Participant shall receive a written
explanation of the general provisions of the DPSP and of any amendments to it, together with an explanation of his rights and duties and any other prescribed information. 








 Moore Corporation Limited Deferred Profit Sharing Plan 
  
 Amendment No. 1 
  
 WHEREAS Moore Corporation Limited (the “Corporation”) maintains the Moore
Corporation Limited Deferred Profit Sharing Plan (the “Plan”), which was originally effective January 1, 1986 and was most recently amended and restated as of July 1, 2001; and 
  
 WHEREAS in accordance with Article 12 of the Plan, the Corporation has the right to amend the Plan; and 
  
 WHEREAS the Corporation wishes to amend the Plan as of January 1, 2002; 
  
 NOW THEREFORE BE IT RESOLVED THAT, effective January 1, 2002 
  

	“1.	Article 1.12 be modified as follows: 

  
 “Eligible Employee” shall mean all Employee as defined under Article 1.13.” 
  

	“2.	Article 5.04 is renumbered 5.05.” 

  

	“3.	Article 5.04 is added as follows: 

  
 Notwithstanding Articles 5.01 and 5.02, no Employer Contributions for high income earners, as determined in accordance with the rules of the Corporation,
shall be made to the DPSP.” 
  

	“4.	Article 8.02 be modified as follows: 

  
 Each Participant has a complete and fully vested right in the value of the Employer Contributions.” 
  

	“5.	Article 8.03 is deleted.” 

  

	“6.	Article 10.05 is added as follows: 

  
 For purposes of Article 10.01, a Participant who is transferred within the Employer to a location outside of Canada shall be considered as having
terminated his employment with the Employer.” 









			
	 Moore Corporation Limited Deferred Profit Sharing Plan

	 Amendment No. 1
	 	 
	 2
	 	 
	


  


	“7.	Article 11.03 be modified as follows: 

  
 Notwithstanding any other provision herein, if any distribution of a Participant’s Accounts includes amounts standing to such Participant’s
credit in the Moore Corporation Stock Fund as set forth in Article 6.01, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive the amount standing to the Participant’s credit in such Investment
Option in whole shares of Corporation stock rather than cash. Any fractional shares shall be distributed in cash.” 
  

					
	 /s/ Illegible

	 	 	 	 August 12, 2002


	 Signature
	 	 	 	 Date

			
	 Executive Vice President, Treasurer

	 	 	 	 
	 Title
	 	 	 	 








 MOORE WALLACE INCORPORATED 
  
 DEFERRED PROFIT SHARING PLAN 
  

AMENDMENT NO.2 
  
 WHEREAS Moore Corporation Limited (the “Corporation”) established the Moore Corporation Limited Deferred Profit Sharing Plan (the “Plan”)
effective January 1, 1986; and 
  
 WHEREAS in accordance with Article 12 of
the Plan, the Corporation reserves the right at any time to amend the Plan; and 
  
 WHEREAS by Articles of Amendment dated May 15, 2003, the Corporation changed its name to Moore Wallace Incorporated (“Moore Wallace”); and 
  
 WHEREAS Moore Wallace and R.R. Donnelley & Sons Company (“R.R. Donnelley”) have entered into a combination agreement
dated as of November 8, 2003 pursuant to which R.R. Donnelley has agreed to acquire all of the issued and outstanding common shares of Moore Wallace by offering holders of Moore Wallace common shares 0.63 of a share of R.R. Donnelley common stock
for each Moore Wallace common share pursuant to a plan of arrangement (the “Arrangement”); and 
  
 WHEREAS one of the Investment Options made available to participants under the Plan is the purchase of Moore Wallace common shares and upon the completion of the Arrangement, all future investments under the
Plan directed to the purchase of Moore Wallace common shares will be invested in shares of R.R. Donnelley common stock; and 
  
 WHEREAS in accordance with Article 12.01 of the Plan, Moore Wallace wishes to amend the Plan to reflect the change of name of the Corporation and the change in the
Investment Option described above. 
  
 NOW THEREFORE BE IT RESOLVED THAT,
the Plan is amended as follows: 
  

	1.	Article 1.07 is deleted effective May 15, 2003 and replaced with the following: 

  
 “Corporation” means Moore Wallace Incorporated (known as Moore Corporation Limited before May 15, 2003) and any
successor corporation, provided that reference to any action to be taken, approval to be given or power or discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly
authorized by the Board of Directors in that behalf. 
  

	2.	Article 1.09 is deleted effective May 15, 2003 and replaced with the following: 

  
 “Deferred Profit Sharing Plan” or “DPSP” means the Moore Wallace Incorporated Deferred Profit Sharing
Plan registered under the Applicable Tax Legislation, as set forth herein and as amended from time to time. 
  

	3.	Article 1.28 is deleted effective May 15, 2003 and replaced with the following: 

  
 “Retirement Income Plan” or “RIP” means the Retirement Income Plan of Moore Wallace Incorporated.








 2 
  
  

	4.	Article 1.29 is deleted effective May 15, 2003 and replaced with the following: 

  
 “Savings Plan” means the Moore Wallace Incorporated Savings Plan, as amended from time to time. 
  

	5.	Article 6.01 (c) is deleted upon the effective time of the Arrangement and replaced with the following: 

  
 “R.R. Donnelley & Sons Company Common Stock” Before November 1, 1999, this Investment Option, known then as
the “Moore Corporation Stock Fund” was a fund invested in Moore Corporation Limited common stocks. Effective November 1, 1999, the Moore Corporation Stock Fund was changed from a pooled fund to directly held shares of Moore Corporation
Limited common stock, which became Moore Wallace Incorporated common stock effective May 15, 2003. Pursuant to a plan of arrangement and, upon the effective time of the arrangement, in accordance with a combination agreement dated November 8, 2003
between Moore Wallace Incorporated and R.R. Donnelley & Sons Company, Moore Wallace Incorporated common stock held under the Plan shall be exchanged for shares of common stock of R.R. Donnelley & Sons Company. 
  

	6.	Article 6.02(a) is amended upon the effective time of the Arrangement by deleting the second sentence and replacing it with the following: 

  
 “Contributions may be invested in any Investment Options or may be
allocated among the Investment Options in multiples of 5%, subject to the limit on investment in foreign property described in Article 6.05. 
  

	7.	Article 6.02(c) is amended upon the effective time of the Arrangement by deleting the words “and may not be reallocated” from the end of the second sentence.


  

	8.	Article 6.03 is deleted effective May 15, 2003 and replaced with the following: 

  
 The income of an Investment Option arising from dividends, interest payments and all other distributions shall be reinvested
in same Investment Option. Dividends earned through investment in the Investment Option described in paragraph (c) of Article 6.01, however, will be used to purchase additional shares of such common stock. 
  

	9.	Article 6.05 is added upon the effective time of the Arrangement as follows: 

  

	 	6.05	Re-balancing of Excess Foreign Property Investments 

  

	 	(a)	Investments in the Global Equity Fund and in R.R. Donnelley & Sons Company Common Stock are foreign property, as defined in Applicable Tax Legislation (“Foreign
Property”). 

  

	 	(b)	The Trustee shall re-balance each Participant’s DPSP Accounts among the Investment Options for compliance with the Foreign Property investment limit prescribed under Applicable
Tax Legislation (the “Foreign Property Limit”) as if the aggregate of the Participant’s DPSP Accounts were a separate plan or trust subject to the Foreign Property Limit. In the event the investments in a Participant’s DPSP
Accounts exceed the Foreign Property Limit, the Trustee shall transfer sufficient amounts from the Investment Option(s) in the Participant’s DPSP Accounts that hold(s) such excess investments in 








 3 
  
  
 Foreign Property to the remaining Investment Options selected by the
Participant for the Participant’s DPSP Accounts. 
  

	 	(c)	Any re-balancing under paragraph (b) above shall occur by reducing the investments in the Investment Option(s) that hold Foreign Property in proportion to the holdings in each such
Investment Option and by increasing the investments and all other Investment Option(s) selected by the Participant in proportion to the holdings in each such other Investment Option. 

  

	10.	The heading in respect of Article 7.03 is deleted upon the effective time of the Arrangement and replaced with the following: 

  
 Valuation of Accounts Other than Those Established for R.R. Donnelley &
Sons Company Common Stock 
  

	11.	The heading in respect of Article 7.04 is deleted upon the effective time of the Arrangement and replaced with the following: 

  
 Valuation of Accounts Established for R.R. Donnelley & Sons Company
Common Stock 
  

	12.	Article 7.04(a) is deleted upon the effective time of the Arrangement and replaced with the following: 

  
 In any month, the aggregate amount to be credited to Participant Accounts established for R.R. Donnelley & Sons Company
Common Stock made up of contributions and transfers, shall be used to purchase shares of R.R. Donnelley & Sons Company common stock. Once the dollar amount has been established, shares will be purchased within five business days following the
receipt of all monthly contributions. A pro-rata number of shares, including fractions of shares will be allocated to each individual Participant Account based on the corresponding dollar amounts credited or charged to such Participant Accounts.

  

	13.	Article 7.04(c) is deleted upon the effective time of the Arrangement and replaced with the following: 

  
 The dollar value of a Participant Account established with respect to shares of R.R. Donnelley & Sons Company Common
Stock on any date shall be equal to the then current market value of R.R. Donnelley & Sons Company common stock multiplied by the number of shares held in the Participant Account, plus or minus the amounts credited or charged to the account but
not yet used to purchase or sell shares. 
  

	14.	Article 11.03 is deleted upon the effective time of the Arrangement and replaced with the following: 

  
 Notwithstanding any other provision herein, if any distribution of a Participant’s Accounts includes amounts invested
in shares of R.R. Donnelley & Sons Company Common Stock as set forth in Article 6.01, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive such amounts in whole shares of R.R. Donnelley &
Sons Company common stock rather than cash. The value of any fractional shares will be paid in cash. 
  

	15.	All other terms and conditions of the Plan shall remain unamended and in full force and effect. 








 4 
  
  
 BE IT FURTHER RESOLVED THAT the chairman and one other member of the Management
Pension Committee established to administer the Plan be, and they hereby are, authorized and directed to take any of the following actions: 
  

	 	(a)	to execute and deliver, in the name and behalf of the Management Pension Committee or the Corporation, all documents, instruments and agreements and to take all such other action as
may be appropriate and requisite for the purpose of carrying into effect the foregoing provisions of this Resolution including, without limitation, authority to make the necessary filings with the Registered Plans Directorate of the Canada Revenue
Agency to ensure the approval of the Plan amendment and the continued registration of the Plan; and 

  

	 	(b)	to further amend the Plan, on the advice of counsel advising in these matters, where such amendments are required to comply with legislation, rules, regulations and administrative
polices and practices established by regulatory authorities having jurisdiction over the Plan or are requested by the trustee appointed for the Plan or are otherwise deemed appropriate in the circumstances, and to take any other action they may deem
appropriate in connection with the foregoing in order to obtain the required regulatory approval. 

  
 DATED
            2/27                , 2004 
  

			
	MOORE WALLACE INCORPORATED
		
	By:	 	 /s/ Heidi J. Marnoch

	 	 	

	 	 	 Heidi J. Marnoch
 Chairman of Management Pension Committee

		
	By:	 	 /s/ Andrew B. Panega

	 	 	

	 	 	 Name: Andrew B. Panega
 Title: SVP. Human Resources