EXHIBIT 10.1



 





Exhibit 10.1



December 1, 2004



Bowne & Co., Inc.

345 Hudson Street

New York, NY 10014

Attn: Bill Coote



               Re: Overnight Share Repurchase


Ladies and Gentlemen:




     Section 1. Initial Shares.



     (a) Bank of America, N.A. (the “Seller”) will sell to Bowne & Co., Inc., a
Delaware corporation (the “Company”), and the Company will purchase from the
Seller for settlement on December 1, 2004 (the “Purchase Date”), 2,530,000
shares (the “Initial Shares”) of common stock, par value $0.01 per share, of
the Company (the “Common Stock”) at a purchase price (the “Purchase Price”)
equal to the number of the Initial Shares multiplied by $15.75 (the “Initial
Share Price”). Such sale shall be effected in accordance with the Seller’s
customary procedures.



     (b) In connection with its purchase of the Initial Shares, and in addition
to the payment of the Purchase Price, the Company will pay on the Purchase Date
a brokerage fee of $0.03 per Initial Share to Banc of America Securities LLC
(“BAS”), which is registered as a broker and a dealer under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) a one-time
contract payment to the Seller equal to $256,998.19.



     Section 2. Definitions.



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



     "Averaging Period” means the period of 262 consecutive Trading Days
commencing December 2, 2004 and ending on the Trading Day on which the
Completed Share Amount equals the number of Initial Shares.



     "BAS” has the meaning specified in Section 1(b).



     "Calculation Agent” means BAS.



     "Common Stock” means the common stock, par value $0.01 per share, of the
Company.



     "Company” has the meaning specified in Section 1(a).



     "Completed Share Amount” means, for any Trading Day, the sum of the Daily
Share Amounts for such Trading Day and each prior Trading Day in the Averaging
Period.



 









 





     "Daily Average Price” means (i) for any Trading Day in the Averaging
Period, the dollar volume weighted average price per share of Common Stock for
that Trading Day based on transactions executed during that Trading Day on the
Exchange, excluding the opening transaction and any transaction executed during
the last ten minutes, as reported on Bloomberg Page “DCI.N <Equity> AQR
SEC” (or any successor thereto) or (ii) for any Trading Day in the Valuation
Period, the dollar volume weighted average price per share of Common Stock for
that Trading Day based on transactions executed by the Seller or its designated
affiliate during that Trading Day in connection with the settlement of this
Letter Agreement.



     "Daily Rebate Amount” means, for any day, the product of the Outstanding
Notional Amount on such day and the Rebate Rate for such day.



     "Daily Share Amount” means, for any Trading Day, a number as determined by
the Seller in its sole discretion, which number shall be not less than 8% and
not greater than 12% of the number of shares of Common Stock traded on the
Exchange on such Trading Day, as reported on Bloomberg Page “DCI.N
<Equity> HP” (or any successor thereto), subject to Section 3(b).



     "Effectiveness Period” has the meaning specified in Section 12(a).



     "Exchange” means, at any time, the principal national securities exchange
or automated quotation system, if any, on which the Common Stock is listed or
quoted at such time.



     "Exchange Act” has the meaning specified in Section 1(b).



     "Federal Funds Rate” means, for any day, the rate on such day for Federal
Funds, as published by Bloomberg and found by pressing the following letters
“FEDSOPEN” followed by pressing the <Index> key and pressing the
following letters “HP” followed by pressing the <Go> key; provided that
if any such day is not a New York Banking Day, the Federal Funds Rate for such
day shall be the Federal Funds Rate for the immediately preceding New York
Banking Day.



     "Initial Share Price” means $15.75.



     "Initial Shares” has the meaning specified in Section 1(a).



     "Make-Whole Payment Shares” has the meaning specified in Section 5(c).



     "Maximum Deliverable Number” means 5,060,000 shares of Common Stock,
subject to adjustment pursuant to Section 7(b).



     "New York Banking Day” means any day except for a Saturday, Sunday or a
day on which the Federal Reserve Bank of New York is closed.



     "Outstanding Notional Amount” means, on any day prior to the Purchase
Date, zero (0), and on any day on or following the Purchase Date, the Purchase
Price minus the aggregate amount of payments made by the Seller on or prior to
such day for settlement of transactions executed by the Seller or its
designated affiliate during the Averaging Period pursuant to Section 3(a)
(which difference may be negative).



     "Payment Shares” means Registered Payment Shares, Restricted Payment
Shares or Make-Whole Payment Shares.



     "Private Placement Agreement” has the meaning specified in Section
6(b)(iii).



     "Prospectus” has the meaning specified in Section 6(a)(i).



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     "Purchase Date” has the meaning specified in Section 1(a).



     "Purchase Price” has the meaning specified in Section 1(a).



     "Rebate” means the sum of the Daily Rebate Amounts for each day from but
excluding the Purchase Date to and including the last day of the Averaging
Period.



     "Rebate Rate” means, for any day, the Federal Funds Rate for such day
(expressed as a daily rate) minus 50 basis points; provided that if the
Outstanding Notional Amount on such day is negative, the Rebate Rate used to
calculate the Daily Rebate Amount for such day shall be the Federal Funds Rate
(expressed as a daily rate) plus 50 basis points.



     "Refund Shares” has the meaning specified in Section 5(a)(i).



     "Registered Payment Shares” has the meaning specified in Section 5(a)(ii).



     "Registration Statement” has the meaning specified in Section 6(a)(i).



     "Regulation M” means Regulation M under the Exchange Act.



     "Remaining Scheduled Days” means the scheduled number of Trading Days
remaining in the Averaging Period or the Valuation Period as of the time of any
suspension of the Averaging Period or the Valuation Period, as the case may be.



     "Requirements” has the meaning specified in Section 3(b).



     "Restricted Payment Shares” has the meaning specified in Section 5(a)(ii).



     "Restricted Share Amount” means the number of shares of Common Stock equal
to the quotient of (i) the absolute value of the Settlement Amount divided by
(ii) the Restricted Share Value of a Restricted Payment Share.



     "Restricted Share Value” means, with respect to any Restricted Payment
Shares or Make-Whole Payment Shares, the value thereof per share to the Seller,
determined by the Calculation Agent by commercially reasonable means.



     "Rule 10b-18” means Rule 10b-18 under the Exchange Act.



     "Securities Act” means the Securities Act of 1933, as amended.



     "Seller” has the meaning specified in Section 1(a).



     "Settlement Amount” means an amount equal to (i) the Purchase Price minus
(ii) the sum of the products, with respect to each Trading Day in the Averaging
Period, of (A) the Daily Share Amount for such Trading Day and (B) the Daily
Average Price for such Trading Day minus (iii) the Rebate.



     "Settlement Balance” has the meaning specified in Section 5(c).



     "Settlement Day” means any day that is not a Saturday, a Sunday or a day
on which banking institutions or trust companies in The City of New York are
authorized or obligated by law or executive order to close. A Settlement Day
“corresponds” to a Trading Day if it is the day for settlement of regular way
transactions for equity securities entered into on the Exchange on that Trading
Day.



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     "Share Amount” means, for any Trading Day, the quotient of (i) the product
of (A) the Valuation Fraction multiplied by (B) the absolute value of the
Settlement Amount, divided by (ii) 100% of the Daily Average Price for that
Trading Day, in the case of Refund Shares pursuant to Section 5(a)(i)(A), or
95% of the Daily Average Price for that trading Day, in the case of Registered
Payment Shares pursuant to Section 5(a)(ii)(A).



     "Trading Day” means any day (i) other than a Saturday, a Sunday or a day
on which the Exchange is not open for business, (ii) during which trading of
any securities of the Company on any national securities exchange has not been
suspended and (iii) during which there has not been, in the Calculation Agent’s
judgment, a material limitation in the trading of Common Stock.



     "Transfer Agreement” has the meaning specified in Section 6(a)(iv).



     "Valuation Fraction” means a fraction, the numerator of which is one and
the denominator of which is the number of Trading Days in the Valuation Period.



     "Valuation Period” means the period of up to 30 Trading Days, the actual
number to be determined by the Seller and notified to the Company by the Seller
prior to the commencement of the Valuation Period, commencing (i) on the first
Trading Day immediately following the final day of the Averaging Period or (ii)
in the case of Registered Payment Shares, if the Seller determines that resale
by it of such shares would constitute a distribution for purposes of Regulation
M, on the first Trading Day immediately following the applicable “restricted
period” (as defined under Regulation M), measuring such restricted period from
the final day of the Averaging Period; provided that this delay in commencement
of the Valuation Period shall not apply in the event that the Registered
Payment Shares constitute “excepted securities” as defined in Rule 101(c) of
Regulation M. If the Valuation Period is suspended by the Seller pursuant to
Section 3(b), at the end of such suspension the Seller shall determine the
number of Trading Days remaining in the Valuation Period, which number shall
not exceed the Remaining Scheduled Days as of the time of such suspension.



     Section 3. Seller Purchases.



     (a) The Initial Shares may be sold short to the Company. It is understood
that during the Averaging Period the Seller will purchase shares of Common
Stock in connection with this Letter Agreement, which shares may be used to
cover all or a portion of such short sale and, if the Settlement Amount is
greater than zero, during the Valuation Period the Seller will purchase shares
of Common Stock to fulfill its obligations, if any, to deliver Refund Shares to
the Company pursuant to Section 5(a)(i). Such purchases will be conducted
independently of the Company. The timing of such purchases by the Seller, the
number of shares purchased by the Seller on any day, the price paid per share
of Common Stock pursuant to such purchases and the manner in which such
purchases are made, including without limitation whether such purchases are
made on any securities exchange or privately, shall be within the absolute
discretion of the Seller. The Seller agrees to effect such purchases of Common
Stock in a manner that would, if the Seller were the Company or an affiliated
purchaser of the Company, be subject to the safe harbor provided by Rule
10b-18(b) or otherwise in a manner that the Seller reasonably believes is in
compliance with applicable requirements. For this reason, the Company shall,
at least one day prior to the first day of the Averaging Period, and, if the
Settlement Amount is greater than zero, prior to the first day of the Valuation
Period, notify the Seller of the total number of shares of Common Stock
purchased in Rule 10b-18 purchases of blocks by or for the Company or any of
its affiliated purchasers during each of the four calendar weeks preceding the
first day of the Averaging Period (“Rule 10b-18 purchase”, “blocks” and
“affiliated purchaser” each being used as defined in Rule 10b-18), which notice
shall be substantially in the form set forth as Appendix B hereto. It is the
intent of the parties that this transaction comply with the requirements of
Rule 10b5-1(c)(i)(B) of the Exchange Act, and the parties agree that (i) this
Letter Agreement shall be interpreted to comply with the requirements of Rule
10b5-1(c) and (ii) they shall take no action that results in



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this transaction not so complying with such requirements. Without
limiting the generality of the preceding sentence, the Company acknowledges and
agrees that (A) the Company does not have, and shall not attempt to exercise,
any influence over how, when or whether the Seller effects any purchases of
Common Stock in connection with this Letter Agreement, (B) the Company is
entering into this Letter Agreement in good faith and not as part of a plan or
scheme to evade compliance with federal securities laws including, without
limitation, Rule 10b-5 promulgated under the Exchange Act and (c) the Company
will not alter or deviate from this Letter Agreement or enter into or alter a
corresponding hedging transaction with respect to the Common Stock.




     (b) In the event that the Seller, in its discretion, determines that it is
appropriate with regard to any legal, regulatory or self-regulatory
requirements or related policies and procedures (whether or not such
requirements, policies or procedures are imposed by law or have been
voluntarily adopted by the Seller, and including without limitation Rule
10b-18, “Requirements”), for the Seller to refrain from purchasing Common Stock
or to purchase fewer than the minimum Daily Share Amount of Common Stock on any
Trading Day during the Averaging Period or, if the Settlement Amount is greater
than zero, the Valuation Period, then the Seller may, in its discretion, elect
that the minimum Daily Share Amount shall be reduced for such day to an amount
determined by the Seller in its discretion as appropriate with regard to any
Requirements. The Seller shall notify the Company upon the exercise of the
Seller’s rights pursuant to this Section 3(b) and shall subsequently notify the
Company on the day the Seller believes that the circumstances giving rise to
such exercise have changed. The Seller shall not communicate to the Company
the reason for the Seller’s exercise of its rights pursuant to this Section
3(b).



     (c) The Company shall not engage in a distribution of Common Stock for
purposes of Regulation M during the Averaging Period and, if the Settlement
Amount is greater than zero, the Valuation Period.



     Section 4. Company Purchases.



     Without the prior written consent of the Seller, the Company shall not,
and shall cause its affiliates and affiliated purchasers (each as defined in
Rule 10b-18) not to, directly or indirectly (including by means of a
cash-settled derivative instrument) purchase any shares of Common Stock (or any
security convertible into or exchangeable for shares of Common Stock) during
the Averaging Period and thereafter until all payments or deliveries of shares
pursuant to Section 5 below have been made. During such time, any purchases of
Common Stock by the Company shall be made through BAS, which is an affiliate of
the Seller, pursuant to a letter substantially in the form of Appendix A hereto
and subject to such conditions as the Seller shall impose, and shall be in
compliance with Rule 10b-18 or otherwise in a manner that the Company and the
Seller believe is in compliance with applicable requirements.



     Section 5. Purchase Price Adjustment and Settlement.



     (a) After the expiration of the Averaging Period,




     (i) if the Settlement Amount is greater than zero, as an adjustment
to the Purchase Price, the Company shall elect either for




     (A) the Seller to transfer to the Company, for no
additional consideration, a number of shares of Common Stock
equal to the sum of the Share Amounts for each of the Trading
Days in the Valuation Period (the “Refund Shares”) in the manner
provided in Section 5(b), or




     (B) the Seller to make a cash payment to the Company in
immediately available funds in an amount equal to the Settlement
Amount on



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the Settlement Day corresponding to the last Trading Day of
the Averaging Period and




     (ii) if the Settlement Amount is less than zero, as an adjustment
to the Purchase Price, the Company shall elect to




     (A) transfer to the Seller, for no additional
consideration, a number of shares of Common Stock, which will be
registered for resale in the manner set forth in Section 6(a),
equal to the sum of the Share Amounts for each of the Trading
Days in the Valuation Period (the “Registered Payment Shares”)
in the manner provided in Section 5(b),




     (B) transfer to the Seller, for no additional
consideration, a number of shares of Common Stock, which will
not be registered for resale, equal to the Restricted Share
Amount (the “Restricted Payment Shares”) on the Settlement Day
corresponding to the last Trading Day of the Averaging Period in
the manner provided in Section 5(b), and any Make-Whole Payment
Shares as provided in Section 5(c), or




     (C) make a cash payment to the Seller in immediately
available funds in an amount equal to the absolute value of the
Settlement Amount on the Settlement Day corresponding to the
last Trading Day of the Averaging Period.




The Company shall give written notice to the Seller not later than 10
Trading Days prior to the then scheduled last Trading Day of the
Averaging Period of the Company’s election, if the Settlement Amount is
greater than zero, for the Seller to deliver Refund Shares or make a
cash payment or, if the Settlement Amount is less than zero, for the
Company to deliver Registered Payment Shares, to deliver Restricted
Payment Shares or to make a cash payment. Once made, such election will
be irrevocable. If the Company fails to make such an election by the
election deadline, the Company shall have been deemed to have elected to
receive or deliver, as the case may be, a cash payment. If the Company
elects to deliver Registered Payment Shares or Restricted Payment Shares
pursuant to this Section 5(a)(ii)(C), the Calculation Agent shall have
the right to adjust the Settlement Amount to compensate the Seller for
its cost of funds at Federal Funds Rate during the Valuation Period.




(b) Delivery of Refund Shares, Registered Payment Shares or Restricted
Payment Shares shall be made as follows:




     (i) if Refund Shares are to be transferred to the Company, the
Seller shall deliver the shares to the Company on the fourth Settlement
Day following the last day of the Valuation Period,




     (ii) if Registered Payment Shares are to be transferred to the
Seller, on each Settlement Day corresponding to each Trading Day in the
Valuation Period, the Company shall deliver to the Seller a number of
Registered Payment Shares equal to the Share Amount for such Trading
Day, and if the Share Amount for any Trading Day during the Valuation
Period includes fractional shares, in lieu of delivering the fractional
            shares, the Company or the Seller (as the case may be) shall deliver
cash to the Seller or the Company, as the case may be, in an amount
based on the closing price of the Common Stock on the Exchange on that
Trading Day, and




     (iii) if Restricted Payment Shares are to be transferred to the
Seller, on the Settlement Day corresponding to the last Trading Day in
the Averaging Period, the Company shall deliver to the Seller a number
of Restricted Payment Shares equal to the



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Restricted Share Amount, and the Company shall deliver any
additional Make-Whole Shares as provided in Section 5(c).



     (c) If Restricted Payment Shares are delivered in accordance with Section
5(b)(iii), on the last Trading Day of the Averaging Period a balance (the
"Settlement Balance”) shall be established with an initial balance equal to the
absolute value of the Settlement Amount. Following the delivery of Restricted
Payment Shares or any Make-Whole Payment Shares, Seller shall sell all such
Restricted Payment Shares or Make-Whole Payment Shares in a commercially
reasonable manner. At the end of each Trading Day upon which sales have been
made, the Settlement Balance shall be reduced by an amount equal to 95% of the
aggregate proceeds received by Seller upon the sale of such Restricted Payment
Shares or Make-Whole Payment Shares. If, on any Trading Day, all Restricted
Payment Shares and Make-Whole Payment Shares have been sold and the Settlement
Balance has not been reduced to zero, the Company shall (i) deliver to Seller
or as directed by Seller on the Settlement Day corresponding to such Trading
Day an additional number of Shares (the “Make-Whole Payment Shares”) equal to
(x) the Settlement Balance as of such Trading Day divided by (y) the Restricted
Share Value of the Make-Whole Payment Shares or (ii) promptly deliver to Seller
cash in an amount equal to the then remaining Settlement Balance. This
provision shall be applied successively until either the Settlement Balance is
reduced to zero or the aggregate number of Restricted Payment Shares and
Make-Whole Payment Shares equals the Maximum Deliverable Number.



     Section 6. Payment Shares.



     (a) The Company may only deliver Registered Payment Shares pursuant to
Section 5(a)(ii) subject to satisfaction of the following conditions:




     (i) a registration statement covering public resale of the
Registered Payment Shares by the Seller (the “Registration Statement”)
shall have been filed with, and declared effective by, the Securities
and Exchange Commission under the Securities Act on or prior to the last
Trading Day of the Averaging Period, and no stop order shall be in
effect with respect to the Registration Statement; a printed prospectus
relating to the Registered Payment Shares (including any prospectus
supplement thereto, the “Prospectus”) shall have been delivered to the
Seller, in such quantities as the Seller shall reasonably have
requested, on or prior to the last Trading Day of the Averaging Period;




     (ii) the form and content of the Registration Statement and the
Prospectus (including, without limitation, any sections describing the
plan of distribution) shall be reasonably satisfactory to the Seller;




     (iii) the Seller and its agents, including BAS, shall have been
afforded a reasonable opportunity to conduct a due diligence
investigation with respect to the Company customary in scope for
underwritten offerings of equity securities and the results of such
investigation are satisfactory to the Seller, in its discretion; and




     (iv) as of the last Trading Day of the Averaging Period, an
agreement (the “Transfer Agreement”) shall have been entered into with
the Seller in connection with the public resale of the Registered
Payment Shares by the Seller substantially similar to underwriting
agreements customary for underwritten offerings of equity securities, in
form and substance satisfactory to the Seller, which Transfer Agreement
shall include, without limitation, provisions substantially similar to
those contained in such underwriting agreements relating to the
indemnification of, and contribution in connection with the liability
of, the Seller and its affiliates.



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If the Settlement Amount is less than zero and the Company has elected to
deliver Registered Payment Shares and any of the above conditions is not
satisfied as of the last Trading Day of the Averaging Period, the Company
shall, in lieu of delivery of Registered Payment Shares, make a cash payment to
the Seller in immediately available funds in an amount equal to the absolute
value of the Settlement Amount on the second Settlement Day following the end
of the Averaging Period and shall reimburse the Seller for all reasonable
out-of-pocket expenses it incurs in connection with due diligence and otherwise
in connection with the anticipated delivery of the Registered Payment Shares,
including, without limitation, the reasonable fees and expenses of outside
counsel to the Seller incurred in connection thereof.




     (b) The Company may only deliver Restricted Payment Shares pursuant to
Section 5(a)(ii) and Make-Whole Payment Shares pursuant to Section 5(c) subject
to satisfaction of the following conditions:




     (i) all Restricted Payment Shares and Make-Whole Payment Shares
shall be delivered to the Seller (or any affiliate of the Seller
designated by the Seller) pursuant to the exemption from the
registration requirements of the Securities Act provided by Section 4(2)
thereof;




     (ii) BAS, the Seller and any potential purchaser of any such shares
from the Seller (or any affiliate of the Seller designated by the
Seller) identified by BAS or the Seller shall have been afforded a
commercially reasonable opportunity to conduct a due diligence
investigation with respect to the Company customary in scope for private
placements of equity securities (including, without limitation, the
right to have made available to them for inspection all financial and
other records, pertinent corporate documents and other information
reasonably requested by them); and




     (iii) an agreement (a “Private Placement Agreement”) shall have
been entered into between the Company and the Seller (or any affiliate
of the Seller designated by the Seller) in connection with the private
placement of such shares by the Company to the Seller (or any such
affiliate) and the private resale of such shares by the Seller (or any
such affiliate), substantially similar to private placement purchase
agreements customary for private placements of equity securities, in
form and substance commercially reasonably satisfactory to the Seller,
which Private Placement Agreement shall include, without limitation,
provisions substantially similar to those contained in such private
placement purchase agreements relating to the indemnification of, and
contribution in connection with the liability of, the Seller and its
affiliates, and shall provide for the payment by the Company of all fees
and expenses in connection with such resale, including all fees and
expenses of counsel for the Seller, and shall contain representations,
warranties and agreements of the Company reasonably necessary or
advisable to establish and maintain the availability of an exemption
from the registration requirements of the Securities Act for such
resales.


If the Settlement Amount is less than zero and the Company has elected to
deliver Restricted Payment Shares and any of the above conditions is not
satisfied as of the last Trading Day of the Averaging Period and on each date
when any Make-Whole Payment Shares are to be delivered, the Company shall, in
lieu of delivery of the Restricted Payment Shares or such Make-Whole Payment
Shares, as the case may be, make a cash payment to the Seller in immediately
available funds in an amount equal to the absolute value of the Settlement
Amount or the then remaining Settlement Balance, as the case may be, in either
case on the second Settlement Day following the date when such delivery would
have otherwise been required and shall reimburse the Seller for all reasonable
out-of-pocket expenses it incurs in connection with the anticipated delivery of
the Restricted Payment Shares or the Make-Whole Payment Shares, including,
without limitation, the reasonable fees and expenses of outside counsel to the
Seller incurred in connection thereof.




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     (c) Notwithstanding the provisions of Section 5(a) above, if the Company
has elected to deliver any Payment Shares hereunder, the Company shall not be
required to deliver more than the Maximum Deliverable Number of shares of
Common Stock as Payment Shares hereunder.



     Section 7. Adjustment of Terms.



     (a) In the event an offer is made to the holders of Common Stock to tender
shares of Common Stock for cash, the Calculation Agent may, in its discretion
(i) reduce the number of Trading Days in the Averaging Period by an amount the
Seller deems appropriate or (ii) adjust the terms of the transaction so that
(A) the final day of the Averaging Period shall be the earlier of the scheduled
final Trading Day of the Averaging Period and the date such tender offer is
consummated and (B) for each of the Trading Days in the Averaging Period
following the date on which such tender offer is made, the Daily Average Price
shall equal the price per share of Common Stock at which the tender offer is to
be consummated. The Seller shall notify the Company in writing as to the terms
of any adjustment made pursuant to this Section 7(a) no later than ten days
after such a tender offer is made.



     (b) In the event of any corporate event involving the Company or the
Common Stock not specifically addressed in subsection (a) of this Section 7
(including, without limitation, a stock split, stock dividend, bankruptcy,
insolvency, reorganization, merger, offer to tender Common Stock for
consideration other than cash, rights offering, recapitalization or spin-off)
or in the event that the Seller, in its good faith judgment, determines that
the adjustments described in subsection (a) of this Section 7 will not result
in an equitable adjustment of the terms of the transaction described herein,
the terms of the transaction (including, without limitation, the Purchase Price
and the number of Trading Days in the Averaging Period) described herein shall
be subject to adjustment by the Calculation Agent as in the exercise of its
good faith judgment it deems appropriate under the circumstances.



     (c) Notwithstanding the authority provided to the Calculation Agent in
subsections (a) and (b) of this Section 7, in the event of a corporate event
(such as certain reorganizations, mergers, or other similar events) in which
all holders of Common Stock may receive consideration other than the common
equity securities of the continuing or surviving entity, the adjustments
referred to in such subsections shall permit the Company to satisfy its
settlement obligations hereunder by delivering the consideration received by
holders of Common Stock upon such corporate event, in such proportions as in
the exercise of its good faith judgment the Calculation Agent deems appropriate
under the circumstances.



     Section 8. Governing Law.



     THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.



     Section 9. Assignment and Transfer.



     The rights and duties under this Letter Agreement may not be assigned or
transferred by the Company or the Seller without the prior written consent of
the other party; provided that the Seller may assign any of its rights or
duties hereunder to any of its affiliates without the prior written consent of
the Company.



     Section 10. No Condition of Confidentiality.



     The Seller and the Company hereby acknowledge and agree that the Seller
has authorized the Company to disclose this Letter Agreement and the
transactions contemplated hereby to any and all persons, and there are no
express or implied agreements, arrangements or understandings



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to the contrary, and the Seller hereby waives any and all claims to any
proprietary rights with respect to this Letter Agreement and the transactions
contemplated hereby, and authorizes the Company to use any information that the
Company receives or has received with respect to this Letter Agreement and the
transactions contemplated hereby in any manner.




     Section 11. Calculations.



     The Calculation Agent shall make all calculations in respect of this Letter Agreement.



     Section 12. Representations, Warranties and Agreements of the Company.



     The Company represents and warrants to, and agrees with, the Seller as
follows:



     (a) The Company shall cause the Registration Statement, if any, to remain
effective under the Securities Act for a period (the “Effectiveness Period”) of
30 days immediately following the date any Registered Payment Shares are
delivered to the Seller pursuant to Section 5(a)(ii).



     (b) The Company acknowledges and agrees that it is not relying, and has
not relied, upon the Seller or any affiliate of the Seller with respect to the
legal, accounting, tax or other implications of this Letter Agreement and that
it has conducted its own analyses of the legal, accounting, tax and other
implications hereof. The Company further acknowledges and agrees that neither
the Seller nor any affiliate of the Seller has acted as its advisor in any
capacity in connection with this Letter Agreement or the transactions
contemplated hereby. The Company is entering into this Letter Agreement with a
full understanding of all of the terms and risks hereof (economic and
otherwise), has adequate expertise in financial matters to evaluate those terms
and risks and is capable of assuming (financially and otherwise) those risks.



     (c) The Company has all corporate power and authority to enter into this
Letter Agreement and to consummate the transactions contemplated hereby. This
Letter Agreement has been duly authorized and validly executed and delivered by
the Company and constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and to general equitable principles.



     (d) If Payment Shares are delivered pursuant to Section 5(a)(ii), such
Payment Shares, when delivered, shall have been duly authorized and shall be
duly and validly issued, fully paid and nonassessable and free of preemptive or
similar rights, and such delivery shall pass title thereto free and clear of
any liens or encumbrances.



     (e) The Company is not entering into this Letter Agreement to facilitate a
distribution of the Common Stock (or any security convertible into or
exchangeable for Common Stock) or in connection with a future issuance of
securities.



     (f) The Company is not entering into this Letter Agreement to create
actual or apparent trading activity in the Common Stock (or any security
convertible into or exchangeable for Common Stock) or to raise or depress or
otherwise manipulate the price of the Common Stock (or any security convertible
into or exchangeable for Common Stock).



     (g) The execution and delivery by the Company of, and the compliance by
the Company with all of the provisions of, this Letter Agreement and the
consummation of the transactions herein contemplated are within the Company’s
corporate powers and will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or any other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its



10









 




subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action result in
any violation of the provisions of the Certificate of Incorporation or By-laws
or other constitutive documents of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
respective properties, except for such conflicts, breaches, defaults or
violations that would not have a material adverse effect on the ability of the
Company to perform its obligations under this Letter Agreement.




     (h) No consent, approval, authorization, order, registration,
qualification or filing of or with any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
respective properties is required for the execution and delivery by the Company
of, and the compliance by the Company with all the terms of, this Letter
Agreement or the consummation by the Company of the transactions contemplated
hereby.



     (i) On the date hereof, the Company could purchase shares of the Common
Stock in the open market in compliance with Section 10(b) of the Exchange Act
and Rule 10b5-1 thereunder.



     (j) In the event that the Seller or the Calculation Agent or any of their
affiliates becomes involved in any capacity in any action, proceeding or
investigation brought by or against any person in connection with any matter
referred to in this Letter Agreement, the Company shall reimburse the Seller or
the Calculation Agent or such affiliate for its reasonable legal and other
out-of-pocket expenses (including the cost of any investigation and
preparation) incurred in connection therewith within 30 days of receipt of
notice of such expenses, and shall indemnify and hold the Seller or the
Calculation Agent or such affiliate harmless against any losses, claims,
damages or liabilities to which the Seller or the Calculation Agent or such
affiliate may become subject in connection with any such action, proceeding or
investigation except to the extent that any losses, claims, damages,
liabilities or expenses incurred by the Seller or the Calculation Agent or such
affiliate results from the gross negligence or bad faith of the Seller or the
Calculation Agent or a breach by the Seller or the Calculation Agent of any of
its covenants or obligations hereunder. If for any reason the foregoing
indemnification is unavailable to the Seller or the Calculation Agent or such
affiliate or insufficient to hold it harmless, then the Company shall
contribute to the amount paid or payable by the Seller or the Calculation Agent
or such affiliate as a result of such losses, claims, damages or liabilities
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Seller or the Calculation Agent
or such affiliate on the other hand in the matters contemplated by this Letter
Agreement or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits received by the Company on the one hand and the
Seller or the Calculation Agent or such affiliate on the other hand in the
matters contemplated by this Letter Agreement but also the relative fault of
the Company and the Seller or the Calculation Agent or such affiliate with
respect to such losses, claims, damages or liabilities and any other relevant
equitable considerations. The relative benefits received by the Company, on
the one hand, and the Seller or the Calculation Agent or such affiliate, on the
other hand, shall be in the same proportion as the Purchase Price bears to the
brokerage fee referred to in Section 1(b). The reimbursement, indemnity and
contribution obligations of the Company under this Section 12(i) shall be in
addition to any liability that the Company may otherwise have, shall extend
upon the same terms and conditions to the partners, directors, officers,
agents, employees and controlling persons (if any), as the case may be, of the
Seller or the Calculation Agent and their affiliates and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Seller or the Calculation Agent, any such
affiliate and any such person. The Company also agrees that neither the
Seller, the Calculation Agent nor any of such affiliates, partners, directors,
officers, agents, employees or controlling persons shall have any liability to
the Company for or in connection with any matter referred to in this Letter
Agreement except to the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company result from the gross



11









 




negligence or bad faith of the Seller or the Calculation Agent or a breach
by the Seller or the Calculation Agent of any of its covenants or obligations
hereunder. The foregoing provisions shall survive any termination or
completion of this Letter Agreement.




     (k) The Company will not (i) alter the amount per share or frequency of
its ordinary cash dividend on the Common Stock or (ii) declare any dividend
other than an ordinary cash dividend on the Common Stock, in either case that
affects any dividend for which the ex-dividend date occurs from and including
the date of this Letter Agreement through and including the last day of the
Averaging Period.



     (l) For the avoidance of doubt, the parties agree that the commissions
incorporated in the definitions of Share Amount and Restricted Share Value are
commercially reasonable fees for BofA’s activities in connection with
Settlement under Section 5.



     Section 13. Notices.



     Unless otherwise specified, notices under this contract may be made by
telephone, to be confirmed in writing to the address below. Changes to the
Notices must be made in writing.





	 	(a)	 	If to the Company:
	 
	 	 	 	Bowne & Co., Inc.

345 Hudson Street

New York, NY 10014

Attn: William J. Coote

Telephone: (212) 886-0614

Facsimile: (212) 229-7392
	 
	 	(b)	 	If to the Seller:
	 
	 	 	 	Bank of America, N.A.

Equity Derivatives Group

c/o Banc of America Securities LLC

9 W. 57th Street

New York, NY 10019

Attn: Christopher J. Innes

Telephone: (212) 583-8173

Facsimile: (212) 583-8457





     Section 14. Designation of Affiliate for Transactions in Common Stock.



     Notwithstanding any other provision of this Letter Agreement to the
contrary requiring or allowing the Seller to purchase, sell, deliver or receive
any shares of Common Stock, the Seller shall designate one or more of its
affiliates to purchase, sell, deliver or receive such shares. The Seller shall
be discharged of its obligations to the Company to the extent of any such
performance by an affiliate.



     Section 15. Equity Rights.



     The Seller acknowledges and agrees that this Letter Agreement is not
intended to convey to it rights with respect to this transaction that are
senior to the claims of common stockholders in the event of the Company’s
bankruptcy. For the avoidance of doubt, the parties agree that the preceding
sentence shall not apply at any time other than during the Company’s bankruptcy
to any claim arising as a result of a breach by the Company of any of its
obligations under this Letter Agreement. For the avoidance of doubt, the
parties acknowledge that this Letter Agreement is not



12









 




secured by any collateral that would otherwise secure the obligations of
the Company herein under or pursuant to any other agreement.




13









 





     Please confirm your agreement to the foregoing by signing and returning to
us the enclosed duplicate of this Letter Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Eric P. Hambleton


	

	 	 	 	 	 	 	 	Name:
	 	Eric P. Hambleton
	

	 	 	 	 	 	 	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 	 	 
	Acknowledged and agreed to as of
the date first above written,	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BOWNE & CO., INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ C. Cody Colquitt

	 	 	 	 	 	 
	

	 	Name:
	 	C. Cody Colquitt	 	 	 	 	 	 
	

	 	Title
	 	Senior Vice
President and Chief
Financial Officer	 	 	 	 	 	 







14









 





APPENDIX A



December 1, 2004



Bowne & Co., Inc.

345 Hudson Street

New York, NY 10014

Attn: Bill Coote



               Re: Overnight Share Repurchase


Ladies and Gentlemen:




     Reference is made to the Overnight Share Repurchase Letter Agreement
between you and Bank of America, N.A. dated as of December 1, 2004 (the
"Agreement”). Capitalized terms used without definition in this letter have
the definitions assigned to them in the Agreement.



     In accordance with Section 4 of the Agreement, the Seller agrees that
Company may purchase shares of Common Stock during the Averaging Period subject
to the following procedures:




     (i) all such purchases will be made by Banc of America Securities
LLC (“BAS”) in accordance with Rule 10b-18(b) or otherwise in a manner
that Company and BAS believe is in compliance with applicable
requirements;




     (ii) each purchase order Company places with BAS will be an all or
nothing order to purchase a minimum of 10,000 shares;




     (iii) Company will pay to BAS a $0.03 per share commission for each
share of Common Stock purchased; and




     (iv) Company agrees that, in purchasing shares of Common Stock, BAS
may purchase shares of Common Stock for the account of the Seller, which
is an affiliate of BAS, other than any single block of 10,000 or more shares of Common Stock, without your prior consent; you acknowledge
that, because any orders you place pursuant to the above procedures will
be all or nothing orders, other orders to purchase Common Stock
(including orders placed by the Seller or BAS) may reduce the number of
            shares of Common Stock available for purchase and may therefore impact
your ability to obtain execution of any such all or nothing orders.



 









 





     We may terminate this letter agreement upon the effectiveness of any
change in applicable law or regulation that would cause the procedures set
forth herein to impede our ability to hedge our obligations under the
Agreement.



     Please indicate your agreement to, and acknowledgment of, the above by
signing and returning to us a copy of this letter.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANC OF AMERICA SECURITIES LLC
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 	 
	

	 	 	 	 	 	 	 	

Name:
	

	 	 	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	Acknowledged and agreed to as of
the date first above written,	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BOWNE & CO., INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 
	

	 	Name:
	 	C. Cody Colquitt	 	 	 	 
	

	 	Title:
	 	Senior Vice
President and Chief
Financial Officer	 	 	 	 







A-2









 





APPENDIX B



Bank of America, N.A.

c/o Banc of America Securities LLC

9 W. 57th Street

New York, New York 10019

Attn: Christopher J. Innes



               Re: Overnight Share Repurchase


Ladies and Gentlemen:




     In connection with our entry into an Overnight Share Repurchase Letter
Agreement dated as of December 1, 2004 (the “Agreement”), we hereby represent
that set forth below is the total number of shares of our common stock
purchased by or for us or any of our affiliated purchasers in Rule 10b-18
purchases of blocks (all defined in Rule 10b-18 under the Securities Exchange
Act of 1934) during the four full calendar weeks immediately preceding the
first day of the Averaging Period (as defined in the Agreement):



     NONE.



     We understand that you will use this information in calculating trading
volume for purposes of Rule 10b-18.



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 
	 	 	BOWNE & CO., INC.
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	
	 	 
	

	 	 	 	Name:
	 	William J. Coote	 	 
	

	 	 	 	Title:
	 	Vice President and Treasurer	 	 








A-3