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                                                              Exhibit 10.12


Moore                                                        Share Plan for
Corporation                                                    Non-Employee
Limited                                                           Directors


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6100 Vipond Drive
Mississauga, Ontario, Canada  L5T 2X1



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Moore                                                        Share Plan for
Corporation                                                    Non-Employee
Limited                                                           Directors

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        Table of Contents                                          Page No.

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                                   Section 1.
                               General Provisions

1.1.    Purpose......................................................    1
1.2.    Definitions..................................................    1
1.3.    Administration...............................................    2

                                   Section 2.
                              Awards Under the Plan

2.1.    Payment and Deferral of Annual Retainer......................    2
2.2.    Payment of Meeting and Chairmanship Fees.....................    3
2.3.    Adjustments and Reorganizations..............................    3
2.4.    Termination of Board Service.................................    3
2.5.    Transferability of Awards....................................    4
2.6.    No Right to Service..........................................    4
2.7.    Unfunded Plan................................................    4
2.8.    Successors and Assigns.......................................    4
2.9.    Plan Amendment...............................................    4
2.10.   Plan Termination.............................................    4
2.11.   Governing Law................................................    4





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Section 1.  General Provisions

1.1.     Purpose

                  The purpose of the Share Plan of Moore Corporation Limited
(the "Corporation") for Non-Employee Directors (the "Plan") is to promote a
greater alignment of interests between non-employee members of the Board and the
shareholders of the Corporation.

1.2.     Definitions

                  As used in the Plan, the following terms have the respective
meanings:

   (a)   "Average  Cost" means the average cost per share of the Common Shares
         purchased by the trustee  pursuant to paragraph 2.1(b);
   (b)   "Board" means the Board of Directors of the Corporation;
   (c)   "Committee" means the Compensation Committee of the Corporation's
         Board of Directors, or such other persons designated by the
         Corporation's Board of Directors;
   (d)   "Common Share" means a common share of Moore Corporation Limited;
   (e)   "Common Share Award" means an award of Common Shares under the Plan;
   (f)   "Corporation" means Moore Corporation Limited;
   (g)   "Deferred Share Unit" means a bookkeeping entry, equivalent in value
         to a Common Share, credited in accordance with an election made by an
         Eligible Director pursuant to Section 2.1;
   (h)   "Election  Date" means the date on which an Eligible Director files an
         election with the Secretary of the Corporation pursuant to Section
         2.1(a);
   (i)   "Eligible Director" means any director who is neither an employee nor
         an officer of the Corporation or any subsidiary of the Corporation on
         the applicable Election Date and includes the non-executive Chairman
         of the Board;
   (j)   "Fair Market Value" means the average of the high and low prices at
         which the Common Shares are traded on The Toronto Stock Exchange on
         the trading day preceding the grant (or, if such exchange is not open
         on such date, the immediately preceding date on which such exchange is
         open), or, if the Common Shares are not so listed or traded, the Fair
         Market Value shall be the value established by the Committee in good
         faith;
   (k)   "Plan" means the Moore Corporation Limited Share Plan for Non-Employee
         Directors;
   (l)   "Purchase  Date" means the date on which Common Shares are purchased
         pursuant to Section 5(b) in order to pay Common Share Awards (or, if
         the Eligible Director has elected to receive Deferred Share Units, the
         date on which Common Shares would have been provided had the Eligible
         Director chosen to receive Common Share Awards), which shall be,
         unless otherwise determined by the Committee, the later of the third
         business day following the release of the Corporation's second quarter
         results for the year in which the Eligible Director's annual term
         commenced or the third business day following the first release of the
         Corporation's  quarterly results that occurs after the Eligible
         Director's annual term commenced.

1.2.1.   Effective Date

         The Plan shall be effective as of July 1, 1997.


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1.3.     Administration

                  The Plan shall be administered by the Committee, which is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.


Section 2.  Awards Under the Plan

2.1.     Payment and Deferral of Annual Retainer

                  Each Eligible Director shall elect to receive up to US$15,000
of the annual retainer of US$25,000 in cash and the balance in the form of
Deferred Share Units or Common Share Awards, subject to such rules, approvals
and conditions as the Committee may impose. The Committee, in its discretion,
may negotiate an alternative arrangement with the Chairman of the Board.

(a)      Method of Electing.  In order to elect form of payment, the Eligible
         Director must complete and deliver to the  Secretary of the
         Corporation a written  election,  not later than 30 days after the
         date on which his or her annual term as a director  commenced,
         designating the portion of the balance of his or her  annual  retainer
         for that year of  service  as a  director  that is to be paid in
         Common Shares and the portion that is to be deferred  into  Deferred
         Share Units and the portion that is to be paid in cash.  If no
         election is made,  and no prior  election  remains  effective, the
         Eligible  Director  shall be deemed to have  elected  to be paid the
         balance  of the annual retainer in cash.

(b)      Common Share Awards.  If an Eligible Director elects to receive a
         portion of his or her annual retainer in the form of Common Share
         Awards, the Corporation shall transfer in cash, net of any applicable
         withholdings, the amount which the Eligible Director has elected be
         paid in Common Shares to a trust or custodial account, the trustee or
         custodian of which (the "Trustee") shall, on the Purchase Date, use
         such cash to purchase Common Shares on The Toronto Stock Exchange.
         Each Eligible Director shall be allocated a number of Common Shares
         equal to the cash amount that he or she has elected to receive in the
         form of Common Shares, divided by the Average Cost per share of the
         Common Shares purchased by the Trustee pursuant to this paragraph.
         Following the Trustee's purchase of the Common Shares the Trustee
         shall distribute the Common Shares to the Eligible Directors within
         ten days after such purchase or on such other date as is selected by
         the Eligible Director.  Any fractional shares shall be paid in cash.



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(c)      Deferred Share Units. That portion of an Eligible Director's annual
         retainer to be paid in the form of Deferred Share Units, Director will
         be credited to an account maintained for the Eligible Director on the
         books of the Corporation, as of the Purchase Date. The number of
         Deferred Share Units (including fractional Deferred Share Units) to be
         credited shall be determined by dividing the amount of annual retainer
         to be deferred into Deferred Share Units by the Average Cost, or if
         Average Cost has not been established, by the Fair Market Value.


                  Deferred Share Units shall be credited with dividend
equivalents when dividends are paid on Common Shares and such dividend
equivalents shall be converted into additional Deferred Share Units based on the
Fair Market Value of Common Shares on the date credited.

2.2.     Payment of Meeting and Chairmanship Fees

                  Fees payable for attending Board or committee meetings or for
serving as Chair of a Board committee will be payable in cash.

2.3.     Adjustments and Reorganizations

                  In the event of any stock dividend, stock split, combination
or exchange of shares, merger, consolidation, spin-off or other distribution
(other than normal cash dividends) of Corporation assets to shareholders, or any
other change affecting shares, such proportionate adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such change, shall
be made with respect to the number of Deferred Share Units outstanding under the
Plan. In the event the Corporation is not the surviving corporation of a merger,
consolidation or amalgamation with another corporation or in the event of a
liquidation, reorganization and in the absence of any surviving corporation's
assumption of outstanding awards made under the Plan, the Committee may provide
for appropriate settlements of Deferred Share Units.

2.4.     Termination of Board Service

                  No later than the last business day of the calendar quarter
following termination of Board service by an Eligible Director to whom Deferred
Share Units have been granted under the Plan, the Eligible Director will receive
a lump sum payment, net of any applicable withholdings, (a) in cash equal to the
number of Deferred Share Units credited to his or her account as of such date
multiplied by the Fair Market Value of a Common Share on that day; or (b) in
Common Shares equal in number to the Deferred Share Units credited to the
Eligible Director's account. If the payment is to be made in Common Shares, the
Corporation shall contribute to the Trustee an amount of cash sufficient to
purchase the number of Common Shares to which the Eligible Director is entitled
and the Trustee shall, as soon as practicable thereafter, purchase those Common
Shares on a securities exchange on which the Common Shares are listed or traded.
Any fractional shares shall be paid in cash based on the Fair Market Value of a
Common Share.


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2.5.     Transferability of Awards

                  Deferred Share Units shall not be transferable or assignable
other than by will or the laws of descent and distribution.

2.6.     No Right to Service

                  Neither participation in the Plan nor any action under the
Plan shall be construed to give any Eligible Director a right to be retained in
the service of the Corporation.

2.7.     Unfunded Plan

                  Unless otherwise determined by the Committee, the Plan shall
be unfunded. To the extent any individual holds any rights by virtue of a grant
awarded under the Plan, such rights (unless otherwise determined by the
Committee) shall be no greater than the rights of an unsecured general creditor
of the Corporation.

2.8.     Successors and Assigns

                  The Plan shall be binding on all successors and assigns of the
Corporation and an Eligible Director, including without limitation, the estate
of such Eligible Director and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Eligible Director's creditors.

2.9.     Plan Amendment

                  The Board may amend the Plan as it deems necessary or
appropriate.

2.10.    Plan Termination

                  The Board may terminate the Plan at any time. However, if so
terminated, prior awards shall, at the discretion of the Board, either (a)
become immediately payable, or (b) remain outstanding and in effect in
accordance with their applicable terms and conditions.

2.11.    Governing Law

                  The Plan and all matters to which reference is made herein
shall be governed by and construed in accordance with the laws of the Province
of Ontario, and the laws of Canada applicable therein.


Amended - July, 2001