**Exhibit 10.13**
**BOWNE & CO., INC.**
**LONG-TERM PERFORMANCE PLAN**
**1)** **PURPOSE**   The purpose of the Plan is to enable the Company, through awards ofincentive compensation, to attract and retain executives; to motivate theseexecutives to promote the long term growth and profitability of the Company;and to further associate the interests of these executives with those of theCompany’s stockholders. **2)** **DEFINITIONS**   “Award” shall mean the long term incentive award granted to a Participantfor a Performance Period under the Plan.   “Award Payment Date” shall mean, for each Performance Period, the date onwhich the amount of the Award for that Performance Period would have beenpaid to the Participant under Section 6 of the Plan, without regard to anyelection to defer receipt of the Award made by the Participant under Section8 of the Plan.   “Board of Directors” shall mean the Board of Directors of the Company.   “Change of Control” shall have the same meaning as in the Company’s 1997Stock Incentive Plan.   “Code” shall mean the Internal Revenue Code of 1986, as amended.   “Committee” shall mean the Compensation Committee of the Board of Directors.   “Company” shall mean Bowne & Co., Inc.   “Deferred Award Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan.   “Disability” shall mean a disability under the Company’s Long TermDisability Plan.   “Employee” shall mean any person (including an officer) employed by theCompany on a full-time salaried basis.
 

 

  “Fair Market Value” shall mean the average of the highest and lowest salesprices of stock reported as having occurred on the American Stock Exchangeon the date of determination thereof (or, if the stock is not then traded onthe American Stock Exchange, the mean between the highest and lowest salesprices reported as having occurred on the principal market (as determined bythe Committee) on which the stock is then traded) or, if there is no suchsale on that date, then on the last preceding date on which such a sale wasreported; provided, however, that, if the stock has not been traded for tentrading days or if there ceases to be a principal market for the stock ofthe Company, the “Fair Market Value” of such stock shall be determined bythe Committee in its reasonable discretion and in good faith.   “Participant” shall mean an Employee selected by the Committee toparticipate in the Plan for a Performance Period.   “Performance Period” shall mean three consecutive calendar years or suchother period of time designated by the Committee with respect to which anAward shall be earned; provided, however, that the Performance Periodpreceding fiscal 1997 is deemed to be the twelve months ended October 31,1996; and provided further that the Performance Period immediately prior tocalendar year 1998 is deemed to be the fourteen months ended December 31,1997.   “Plan” shall mean the Bowne & Co., Inc. Long-Term Performance Plan, as setforth herein, as from time to time amended and in effect.   “Retirement” shall mean retirement after age 60 or such earlier age as maybe approved by the Company in writing.   “Stock” shall mean shares of common stock of the Company. **3)** **ADMINISTRATION**   The Plan shall be administered by the Committee, which shall have fullauthority and discretion to interpret the Plan, to establish rules andregulations relating to the Plan, to determine the criteria for eligibilityto participate in the Plan, to select Participants in the Plan, theperformance targets under the Plan and the amount of the Awards, and tomake all other determinations and take all other actions necessary orappropriate for the proper administration of the Plan. The Committee’sinterpretation of the Plan, and all actions taken within the scope of itsauthority, shall be final and binding on the Company, its stockholders,Participants, Employees, former Employees and beneficiaries. No member ofthe Committee shall be eligible to participate in the Plan.
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**4)** **ELIGIBILITY AND PARTICIPATION**   Participation in the Plan shall be limited to those Employees whom theCommittee shall select, on the basis of such Employees’ significant impacton the long term success of the Company, to participate in the Plan for thatPerformance Period. **5)** **ESTABLISHMENT OF GOALS; GRANT OF AWARDS**   The Committee shall approve the level of performance goals which must beachieved during a Performance Period in order for a Participant to earn anAward payable under the Plan at the end of that Performance Period. EachParticipant selected by the Committee with respect to a particularPerformance Period shall be granted an Award for that Performance Perioddetermined by the Committee in its sole discretion. **6.** **PAYMENT OF AWARDS**
 (a) Subject to the provisions of Section 7 and Section 8, eachParticipant shall be eligible to receive after the close of aPerformance Period cash or Stock equal to the value of suchParticipant’s Award for that Performance Period; provided, however,that no Participant shall receive more than 100% of his or her targetAward; provided, further, that in the event payment of an Award, or aportion of an Award, would not be fully deductible, when paid by theCompany, under the Code, then payment for such Award, or the portion ofsuch Award which is not deductible, shall be mandatorily deferredpursuant to the Deferred Award Plan and such Award or portion of suchAward shall not be payable pursuant to this Plan.  (b) Subject to the provisions of Section 6 and Section 7, an Awardshall be paid as soon as practicable after the close of the PerformancePeriod, unless the Participant has made an election under Section 8 todefer receipt of such Award.  (c) In the event of a Change of Control, the Committee, in its solediscretion, may terminate any or all active Performance Periods withrespect to any Participant and pay such Participant cash or stock equalto the value of such Participant’s target Award for those terminatedPerformance Periods.
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**7.** **LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS**
 a) No Participant shall have any right to receive payment of anAward under the Plan for a Performance Period unless the Participantremains in the employ of the Company or any of its affiliatesthrough the Award Payment Date. However, in the event that, priorto the Award Payment Date, a Participant’s employment with theCompany and its affiliates terminates due to the Participant’sdeath, disability or retirement, the Participant (or, in the eventof the Participant’s death, the person or estate determined underSection 9) shall remain eligible to receive a portion of the Awardbased on the amount of time the Participant was employed during thePerformance Period. Notwithstanding the preceding two sentences,the Committee may, if in the reasonable opinion of the Committeecircumstances warrant such action, approve payment of an Award to aParticipant whose employment terminates prior to the Award PaymentDate for reasons other than death or disability or retirement.  b) Furthermore, no Participant shall have any right to receivepayment of an Award under the Plan if, subsequent to thecommencement of the Performance Period and prior to the AwardPayment date, the Participant either (i) engaged directly orindirectly, either personally or as an employee, agent, partner,stockholder, officer or director of, or consultant to, any entity orperson engaged in any business in which the Company or any of itsaffiliates is engaged, and, in the opinion of the Committee, suchentity or person has engaged in competition with the Company or anyof its affiliates or (ii) at any time divulged to any person orentity other than the Company or any of its affiliates, any of thetrade secrets, methods, processes or other proprietary orconfidential information of the Company or any of its affiliates.For the purposes of this paragraph, a Participant shall be deemednot a stockholder of a competing entity if the Participant’s recordand beneficial ownership amount to not more than one percent of theoutstanding capital stock of any company subject to the periodicreporting requirements of Section 13 or Section 15(d) of theSecurities Exchange Act of 1934, as amended.
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**8.** **DEFERRAL OF PAYMENT AWARDS.**
 a) A Participant may, subject to the terms and conditions ofthis Section 8, elect to defer payment of all or a portion of anyAward which the Participant might earn with respect to a PerformancePeriod by completing the payment deferral form prescribed by theCommittee. The Committee may, at its discretion, provide that apercentage or percentages of amounts voluntarily deferred pursuantto this Section 8 will be matched.  b) Payment Deferral Form. The payment deferral form shallinclude:
 (i) the amount to be deferred;  (ii) the period of deferral;  (iii) the period over which the payment is to be made; and  (iv) an acknowledgement by the Participant that he or shewill pay to the Company any amount required to be withheld inorder to comply with applicable tax laws and regulations.
 c) Date of Election. For any Performance Periods ending priorto November 1, 1997, an election to defer receipt of an Award shallbe made prior to the May 1 that immediately precedes the end of theapplicable Performance Period, and for any Performance Period endingon or after November 1, 1997, an election to defer receipt of anAward shall be made prior to the December 31 that immediatelyprecedes the end of the applicable Performance Period.Notwithstanding the preceding sentence, a Participant’s election todefer may be made up to 30 days after the date the individual firstbecomes a Participant.  d) Payment of Deferred Awards. The amount deferred and thematching amount plus or minus any earnings or losses thereonpursuant to Subsection (e) hereof will be paid (in cash or Stock, atthe Committee’s sole discretion) to the Participant (or, in theevent of the Participant’s death, the person or estate determinedunder Section 9), on the date(s) specified in the deferral formprescribed by the Committee; provided, however, that in the event adeferred Award or portion of an Award, when payable, would not befully deductible by the Company under the Code, then payment forsuch Award or portion of such Award will be mandatorily deferredhereunder until such time as the Company may fully deduct paymentfor such Award, or portion of such Award, pursuant to the Code.  e) Earnings Credited on Deferred Amounts/Matching Amounts. TheDeferred Amount and the matching amount will be credited withdividend equivalents and appreciate and depreciate in the samemanner as if it were Stock.
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 f) Acceleration of Payment of Deferred Amount.
 (i) At any time prior to complete payment of the DeferredAmount and matching amount plus or minus any earnings or losses,the Company may, in its sole discretion, pay to the Participant(or, in the event of the Participant’s death, the person orestate determined under Section 9), an amount not greater thanthat portion of the Deferred Amount plus or minus any earningsor losses that the Committee determines, in its sole discretion,necessary to meet a financial hardship arising from anemergency. The payment shall be made only in instances ofhardship arising from causes beyond the Participant’s control.The Participant shall apply in writing to the Committee for anyhardship payment under this subsection (i) and shall furnishthe Committee such information as the Committee deems necessaryand appropriate to make its determination.  (ii) The entire Deferred Amount and the matching amount,plus or minus any earnings or losses, shall become immediatelypayable in the event of a Change of Control.
**9.** **DESIGNATION OF BENEFICIARY**   A Participant may designate a beneficiary or beneficiaries who, in theevent of the Participant’s death prior to full payment of any Awardhereunder, shall receive payment of any Award due under the Plan. Suchdesignation shall be made by the Participant on a form prescribed by theCommittee. The Participant may at any time, change or revoke suchdesignation. A beneficiary designation, or revocation of a priorbeneficiary designation, will be effective only if it is made in writingon a form provided by the Company, signed by the Participant and receivedby the Secretary of the Company (or the Secretary’s designate). If theParticipant does not designate a beneficiary or the beneficiary diesprior to receiving any payment of an Award, Awards payable under the Planshall be paid to the Participant’s estate. If the beneficiary dies afterreceiving any payment of an Award, any amounts remaining to be paid shallbe paid to the beneficiary’s estate. **10.** **CORPORATE CHANGE**   If (i) the Company shall at any time be involved in a transactiondescribed in subsection (a) of Section 424 of the Code; (ii) the Companyshall declare a dividend payable in, or shall subdivide or combine, theStock; or (iii) any other event shall occur which in the judgment of theCommittee necessitates action by way of adjusting the terms of theoutstanding Awards, the Committee shall
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  forthwith take any such action as in its judgment shall be necessary topreserve the Participant’s rights substantially proportionate to therights existing prior to such event. The judgment of the Committee withrespect to any matter referred to in this paragraph shall be conclusiveand binding upon each Participant.
**11.** **AMENDMENTS**   The Board of Directors or the Committee may at any time amend (in wholeor in part) this Plan provided that no such amendment shall adverselyaffect an Award previously granted. **12.** **TERMINATION**   The Board of Directors or the Committee may terminate this Plan (in wholeor in part) at any time. The termination shall not adversely affect anAward previously granted. **13.** **MISCELLANEOUS PROVISIONS**
 (a) This Plan is not a contract between the Company and itsEmployees; it is totally gratuitous on the part of the Company. NoEmployee or other person shall have any claim or right to be grantedan Award under this Plan. Neither the establishment of this Plan,nor any action taken hereunder, shall be construed as giving anyEmployee any right to be retained in the employ of the Company.  (b) A Participant’s right and interest under the Plan may not beassigned or transferred, except as provided in Section 9 hereof, andany attempted assignment or transfer shall be null and void andshall extinguish the Company’s obligation under the Plan to payAwards with respect to the Participant.  (c) The Plan shall be unfunded except that the Company mayestablish a grantor trust to assist it in meeting its obligationshereunder.  (d) The Company shall have the right to deduct from Awards paidany taxes or other amounts required by law to be withheld.  (e) The Plan shall be construed, interpreted and governed inaccordance with the laws of the State of Delaware, without referenceto rules relating to conflicts of law.
**14.** **EFFECTIVE DATE**   The Plan shall be effective on November 1, 1996.
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