<PAGE>
 
                                                                      EXHIBIT B
 
                             AMENDED AND RESTATED
 
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
 
                           1996 STOCK INCENTIVE PLAN
                                     AS OF
                                  MAY 7, 1997
 
                                  I. GENERAL
 
  1. Plan. To provide incentives to management through rewards based upon the
ownership or performance of the common stock of Donnelley Enterprise
Solutions, Inc. (the "Company"), the Committee hereinafter designated, may
grant cash or bonus awards, stock options, or combinations thereof, to
eligible persons, on the terms and subject to the conditions stated in the
Plan. For purposes of the Plan, references to employment by the Company also
mean employment by a majority-owned subsidiary of the Company and employment
by any other entity designated by the Board or the Committee in which the
Company has a direct or indirect equity interest.
 
  2. Eligibility. Officers and other key management employees of, agents of,
consultants to and advisors to, the Company, its majority-owned subsidiaries,
and any other entity designated by the Board or the Committee in which the
Company has a direct or indirect equity interest, shall be eligible, upon
selection by the Committee, to receive cash or bonus awards or stock options,
either singly or in combination, as the Committee, in its discretion, shall
determine.
 
  3. Limitation on Shares to be Issued. Subject to adjustment as provided in
Section 5 of this Article I, 500,000 shares of common stock ("common stock")
shall be available under the Plan, reduced by (i) the aggregate number of
shares of common stock which become subject to outstanding stock options under
the terms of the Donnelley Enterprise Solutions Incorporated 1996 Broad-Based
Employee Stock Plan, and (ii) the aggregate number of shares of common stock
which become subject to outstanding bonus awards and stock options under this
Plan. Shares subject to a grant or award under either the Donnelley Enterprise
Solutions Incorporated 1996 Broad-Based Employee Stock Plan or this Plan which
for any reason are not issued or delivered, including by reason of the
expiration, termination, cancellation or forfeiture of all or a portion of the
grant or award or by reason of the delivery or withholding of shares to pay
all or a portion of the exercise price or to satisfy tax withholding
obligations, shall again be available for future grants and awards hereunder.
For the purpose of complying with Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the rules and regulations thereunder,
the maximum number of shares of common stock with respect to which options may
be granted during any three-year period to any person shall be 150,000,
subject to adjustment as provided in Section 5 of this Article I. The maximum
number of shares of common stock with respect to which fixed awards in the
form of restricted stock may be granted hereunder is 100,000 in the aggregate,
subject to adjustment as provided in Section 5 of this Article I.
 
  Shares of common stock to be issued may be authorized and unissued shares of
common stock, treasury stock or a combination thereof.
 
  4. Administration of the Plan. The Plan shall be administered by a Committee
designated by the Board of Directors (the "Committee"). Each member of the
Committee shall be (i) an "outside director" within the meaning of Section
162(m) of the Code and (ii) a "Non-Employee Director" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Committee shall, subject to the terms of the Plan, select
eligible persons for participation; determine the form of each grant and
award, either as cash, a bonus award or stock options or a combination
thereof; and determine the number of shares or units subject to the grant or
award, the fair market value of the common stock or units when necessary, the
time and conditions of vesting, exercise or settlement, and all other terms
and conditions of each grant and award, including, without limitation, the
form of instrument evidencing the grant or award. The Committee may establish
rules and regulations for the administration of the Plan, interpret the Plan,
and impose, incidental to a grant or award, conditions with respect to
competitive employment or other activities not inconsistent with the
 
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Plan. All such rules, regulations, interpretations and conditions shall be
conclusive and binding on all parties. Each grant and award shall be evidenced
by a written instrument and no grant or award shall be valid until an
agreement is executed by the Company and the recipient thereof and, upon
execution by each party and delivery of the agreement to the Company, such
grant or award shall be effective as of the effective date set forth in the
agreement.
 
  The Committee may delegate some or all of its power and authority hereunder
to the Chairman or other executive officer of the Company as the Committee
deems appropriate; provided, however, that the Committee may not delegate its
power and authority with regard to (i) the selection for participation in the
Plan of (A) an employee who is a "covered employee" within the meaning of
Section 162(m) of the Code or who, in the Committee's judgment, is likely to
be a covered employee at any time during the period a grant or award hereunder
to such employee would be outstanding or (B) an officer or other person
subject to Section 16 of the Exchange Act or (ii) decisions concerning the
timing, pricing or amount of a grant or award to such an employee, officer or
other person.
 
  A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without a meeting.
 
  5. Adjustments. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of common stock other than a regular
cash dividend, the number and class of securities available under the Plan,
the number and class of securities subject to each outstanding bonus award,
the number and class of securities subject to each outstanding stock option
and the purchase price per security shall be appropriately adjusted by the
Committee, such adjustments to be made in the case of outstanding stock
options without a change in the aggregate purchase price. If any such
adjustment would result in a fractional security being (i) available under the
Plan, such fractional security shall be disregarded, or (ii) subject to an
outstanding grant or award under the Plan, the Company shall pay the holder
thereof, in connection with the first vesting, exercise or settlement of such
grant or award in whole or in part occurring after such adjustment, an amount
in cash determined by multiplying (i) the fraction of such security (rounded
to the nearest hundredth) by (ii) the excess, if any, of (A) the fair market
value on the date of such vesting, exercise or settlement over (B) the
exercise price, if any, of such grant or award.
 
  6. Effective Date and Term of Plan. The Plan, as amended and restated, shall
be submitted to the stockholders of the Company for approval and, if approved,
shall become effective as of the date of such approval. The Plan shall
terminate when shares of common stock are no longer available under the Plan
unless terminated prior thereto by action of the Board. No further grants or
awards shall be made under the Plan after termination, but termination shall
not affect the rights of any participant under any grants or awards made prior
to termination.
 
  7. Amendments. The Plan may be amended or terminated by the Board in any
respect except that no amendment may be made without stockholder approval if
stockholder approval is required by applicable law, rule or regulation,
including Section 162(m) of the Code, or such amendment would increase
(subject to Section 5 of this Article I) the maximum number of shares
available under the Plan. No amendment may impair the rights of a holder of an
outstanding grant or award without the consent of such holder.
 
                               II. BONUS AWARDS
 
  1. Form of Award. Bonus awards, whether performance awards or fixed awards,
may be made to eligible persons in the form of (i) cash, whether in an
absolute amount or as a percentage of compensation, (ii) stock units, each of
which is substantially the equivalent of a share of common stock but for the
power to vote and, subject to the Committee's discretion, the entitlement to
an amount equal to dividends or other distributions
 
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otherwise payable on a like number of shares of common stock, (iii) shares of
common stock issued to the eligible person but forfeitable and with
restrictions on transfer in any form as hereinafter provided or (iv) any
combination of the foregoing.
 
  2. Performance Awards. Awards may be made in terms of a stated potential
maximum dollar amount, percentage of compensation or number of units or
shares, with the actual such amount, percentage or number to be determined by
reference to the level of achievement of corporate, sector, business unit,
division, individual or other specific objectives over a performance period of
not less than one nor more than ten years, as determined by the Committee. No
rights or interests of any kind shall be vested in an individual receiving a
performance award until the conclusion of the performance period and the
determination of the level of achievement specified in the award, and the time
of vesting, if any, thereafter shall be as specified in the award.
 
  3. Fixed Awards. Awards may be made which are not contingent on the
achievement of specific objectives, but are contingent on the participant's
continuing in the Company's employ for a period specified in the award.
 
  4. Rights with Respect to Restricted Shares. If shares of restricted common
stock are subject to an award, the participant shall have the right, unless
and until such award is forfeited or unless otherwise determined by the
Committee at the time of grant, to vote the shares and to receive dividends
thereon from the date of grant and the right to participate in any capital
adjustment applicable to all holders of common stock; provided, however, that
a distribution with respect to shares of common stock, other than a regular
quarterly cash dividend, shall be deposited with the Company and shall be
subject to the same restrictions as the shares of common stock with respect to
which such distribution was made.
 
  During the restriction period, a certificate or certificates representing
restricted shares shall be registered in the holder's name and may bear a
legend, in addition to any legend which may be required under applicable laws,
rules or regulations, indicating that the ownership of the shares of common
stock represented by such certificate is subject to the restrictions, terms
and conditions of the Plan and the agreement relating to the restricted
shares. All such certificates shall be deposited with the Company, together
with stock powers or other instruments of assignment (including a power of
attorney), each endorsed in blank with a guarantee of signature if deemed
necessary or appropriate, which would permit transfer to the Company of all or
a portion of the shares of common stock subject to the award in the event such
award is forfeited in whole or in part. Upon termination of any applicable
restriction period, including, if applicable, the satisfaction or achievement
of applicable objectives, and subject to the Company's right to require
payment of any taxes, a certificate or certificates evidencing ownership of
the requisite number of shares of common stock shall be delivered to the
holder of such award.
 
  5. Rights with Respect to Stock Units. If stock units are credited to a
participant pursuant to an award, then, subject to the Committee's discretion,
amounts equal to dividends and other distributions otherwise payable on a like
number of shares of common stock after the crediting of the units (unless the
record date for such dividends or other distributions precedes the date of
grant of such award) shall be credited to an account for the participant and
held until the award is forfeited or paid out. Interest shall be credited on
the account annually at a rate equal to the return on five year U.S. Treasury
obligations.
 
  6. Vesting and Resultant Events. The Committee may, in its discretion,
provide for early vesting of an award in the event of the participant's death,
permanent and total disability or retirement, or such other circumstances as
the Committee may specify. At the time of vesting, (i) the award, if in units,
shall be paid to the participant either in shares of common stock equal to the
number of units, in cash equal to the fair market value of such shares, or in
such combination thereof as the Committee shall determine, and the
participant's account to which dividend equivalents, other distributions and
interest have been credited shall be paid in cash, (ii) the award, if a cash
bonus award, shall be paid to the participant either in cash, or in shares of
common stock with a then fair market value equal to the amount of such award,
or in such combination thereof as the Committee shall determine and (iii)
shares of restricted common stock issued pursuant to an award shall be
released from the restrictions.
 
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                              III. STOCK OPTIONS
 
  1. Grants of Options. Options to purchase shares of common stock may be
granted to such eligible persons as may be selected by the Committee. These
options may, but need not, constitute "incentive stock options" under Section
422 of the Code or any other form of option under the Code. To the extent that
the aggregate fair market value (determined as of the date of grant) of shares
of common stock with respect to which options designated as incentive stock
options are exercisable for the first time by a participant during any
calendar year (under the Plan or any other plan of the Company, or any parent
or subsidiary) exceeds the amount (currently $100,000) established by the
Code, such options shall not constitute incentive stock options.
 
  2. Number of Shares and Purchase Price. The number of shares of common stock
subject to an option and the purchase price per share of common stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of common stock shall not
be less than 100% of the fair market value of a share of common stock on the
date of grant of the option; provided further, that if an incentive stock
option shall be granted to any person who, on the date of grant of such
option, owns capital stock possessing more than ten percent of the total
combined voting power of all classes of capital stock of the Company (or of
any parent or subsidiary) (a "Ten Percent Holder"), the purchase price per
share of common stock shall be the price (currently 110% of fair market value)
required by the Code in order to constitute an incentive stock option.
 
  3. Exercise of Options. The period during which options granted hereunder
may be exercised shall be determined by the Committee; provided, however, that
no incentive stock option shall be exercised later than ten years after its
date of grant; provided further, that if an incentive stock option shall be
granted to a Ten Percent Holder, such option shall not be exercisable more
than five years after its date of grant. The Committee may, in its discretion,
establish performance measures which shall be satisfied or met as a condition
to the grant of an option or to the exercisability of all or a portion of an
option. The Committee shall determine whether an option shall become
exercisable in cumulative or non-cumulative installments and in part or in
full at any time. An exercisable option, or portion thereof, may be exercised
only with respect to whole shares of common stock.
 
  An option may be exercised (i) by giving written notice to the Company
specifying the number of whole shares of common stock to be purchased and
accompanied by payment therefor in full (or arrangement made for such payment
to the Company's satisfaction) either (A) in cash, (B) in previously owned
whole shares of common stock (which the optionee has held for at least six
months prior to delivery of such shares or which the optionee purchased on the
open market and for which the optionee has good title free and clear of all
liens and encumbrances) having a fair market value, determined as of the date
of exercise, equal to the aggregate purchase price payable by reason of such
exercise, (C) in cash by a broker-dealer acceptable to the Company to whom the
optionee has submitted an irrevocable notice of exercise or (D) a combination
of (A) and (B) and (ii) by executing such documents as the Company may
reasonably request. The Committee shall have sole discretion to disapprove of
an election pursuant to any of clauses (B)-(D). Any fraction of a share of
common stock which would be required to pay such purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the
optionee. No certificate representing common stock shall be delivered until
the full purchase price therefor has been paid.
 
  4. Termination of Employment or Service. An option may be exercised during
the optionee's continued employment with the Company or during the optionee's
continued provision of services to the Company, and, unless otherwise
determined by the Committee as set forth in the agreement relating to the
option, for a period not in excess of ninety days following termination of
employment or the provision of services, as the case may be, and only within
the original term of the option; provided, however, that if employment of the
optionee by the Company or the provision of services by the optionee to the
Company shall have terminated by reason of retirement or total and permanent
disability, then the option may be exercised to the extent set forth in the
agreement relating to the option for a period not in excess of five years
following termination of employment or the provision of services, but not
after the expiration of the term of the option. In the event of the death of
an optionee (i) during employment or the term in which services are being
provided, (ii) within a period not in
 
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excess of five years after termination of employment or the term in which
services are being provided by reason of retirement or total and permanent
disability or (iii) within ninety days after termination of employment or the
term in which services are being provided for any other reason, outstanding
options held by such optionee at the time of death may be exercised to the
extent set forth in the agreement relating to the option by the executor,
administrator, personal representative, beneficiary or similar persons of such
deceased optionee within ninety days of the date of death.
 
                                   IV. OTHER
 
  1. Non-Transferability of Options. No option shall be transferable other
than (i) by will, the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Company or (ii) as
otherwise set forth in the agreement relating to such option. Each option may
be exercised during the participant's lifetime only by the participant or the
participant's guardian, legal representative or similar person. Except as
permitted by the second preceding sentence, no option may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of any option, such award
and all rights thereunder shall immediately become null and void.
 
  2. Tax Withholding. The Company shall have the right to require, prior to
the issuance or delivery of any shares of common stock or the payment of any
cash pursuant to a grant or award hereunder, payment by the holder thereof of
any Federal, state, local or other taxes which may be required to be withheld
or paid in connection therewith. An agreement may provide that (i) the Company
shall withhold whole shares of common stock which would otherwise be delivered
to a holder, having an aggregate fair market value determined as of the date
the obligation to withhold or pay taxes arises in connection therewith (the
"Tax Date"), or withhold an amount of cash which would otherwise be payable to
a holder, in the amount necessary to satisfy any such obligation or (ii) the
holder may satisfy any such obligation by any of the following means: (A) a
cash payment to the Company, (B) delivery to the Company of previously owned
whole shares of common stock (which the holder has held for at least six
months prior to the delivery of such shares or which the holder purchased on
the open market and for which the holder has good title, free and clear of all
liens and encumbrances) having an aggregate fair market value determined as of
the Tax Date, (C) authorizing the Company to withhold whole shares of common
stock which would otherwise be delivered having an aggregate fair market value
determined as of the Tax Date or withhold an amount of cash which would
otherwise be payable to a holder, (D) in the case of the exercise of an
option, a cash payment by a broker-dealer acceptable to the Company to whom
the optionee has submitted an irrevocable notice of exercise or (E) any
combination of (A), (B) and (C); provided, however, that the Committee shall
have sole discretion to disapprove of an election pursuant to any of clauses
(B)-(E). An agreement relating to a grant or award hereunder may provide for
shares of common stock to be delivered or withheld having an aggregate fair
market value in excess of the minimum amount required to be withheld, but not
in excess of the amount determined by applying the holder's maximum marginal
tax rates. Any fraction of a share of common stock which would be required to
satisfy such an obligation shall be disregarded and the remaining amount due
shall be paid in cash by the holder.
 
  3. Acceleration Upon Change in Control. If while any performance award or
fixed award granted under Article II or any stock option granted under Article
III is outstanding--
 
    (a) any "person," as such term is defined in Section 3(a)(9) of the
  Exchange Act, as modified and used in Section 13(d) and 14(d) thereof (but
  not including (i) the Company or any of its subsidiaries, (ii) a trustee or
  other fiduciary holding securities under an employee benefit plan of the
  Company or any of its subsidiaries, (iii) an underwriter temporarily
  holding securities pursuant to an offering of such securities, or (iv) a
  corporation owned, directly or indirectly, by the stockholders of the
  Company in substantially the same proportions as their ownership of stock
  of the Company) (hereinafter a "Person") is or becomes the beneficial
  owner, as defined in Rule 13d-3 of the Exchange Act, directly or
  indirectly, of securities of the
 
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  Company (not including in the securities beneficially owned by such Person
  any securities acquired directly from the Company or its affiliates,
  excluding an acquisition resulting from the exercise of a conversion or
  exchange privilege in respect of outstanding convertible or exchangeable
  securities) representing 50% or more of the combined voting power of the
  Company's then outstanding securities; or
 
    (b) during any period of twenty-four (24) consecutive months (not
  including any period prior to the effective date of the Plan), individuals
  who at the beginning of such period constitute the Board and any new
  director (other than a director designated by a Person who has entered into
  any agreement with the Company to effect a transaction described in Clause
  (a), (c) or (d) of this Section) whose election by the Board or nomination
  for election by the Company's stockholders was approved by a vote of at
  least two-thirds ( 2/3) of the directors then still in office who either
  were directors at the beginning of the period or whose election or
  nomination for election was previously so approved, cease for any reason to
  constitute a majority thereof; or
 
    (c) the stockholders of the Company approve a merger or consolidation of
  the Company with any other corporation, other than (i) a merger or
  consolidation which would result in the voting securities of the Company
  outstanding immediately prior thereto continuing to represent (either by
  remaining outstanding or by being converted into voting securities of the
  surviving entity), in combination with the ownership of any trustee or
  other fiduciary holding securities under an employee benefit plan of the
  Company, at least 50% of the combined voting power of the voting securities
  of the Company or such surviving entity outstanding immediately after such
  merger or consolidation, or (ii) a merger or consolidation effected to
  implement a recapitalization of the Company (or similar transaction) in
  which no Person acquires more than 50% of the combined voting power of the
  Company's then outstanding securities; or
 
    (d) the stockholders of the Company approve a plan of complete
  liquidation of the Company or an agreement for the sale or disposition by
  the Company of all or substantially all the Company's assets (any of such
  events being hereinafter referred to as a "Change in Control"), then from
  and after the date on which public announcement of the acquisition of such
  percentage shall have been made, or the date on which the change in the
  composition of the Board set forth above shall have occurred, or the date
  of any such stockholder approval of a merger, consolidation, plan of
  complete liquidation or an agreement for the sale of the Company's assets
  as described above occurs (the applicable date being hereinafter referred
  to as the "Acceleration Date"), (i) with respect to such performance
  awards, the highest level of achievement specified in the award shall be
  deemed met and the award shall be immediately and fully vested, (ii) with
  respect to such fixed awards, the period of continued employment or
  provision of services, as the case may be, specified in the award upon
  which the award is contingent shall be deemed completed and the award shall
  be immediately and fully vested and (iii) with respect to such options, all
  such options, whether or not then exercisable in whole or in part, shall be
  fully and immediately exercisable.
 
  4. Restrictions on Shares. Each grant and award made hereunder shall be
subject to the requirement that if at any time the Company determines that the
listing, registration or qualification of the shares of common stock subject
thereto upon any securities exchange or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the delivery
of shares thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company.
The Company may require that certificates evidencing shares of common stock
delivered pursuant to any grant or award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder
is prohibited except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
 
  5. No Right of Participation or Employment. No person shall have any right
to participate in the Plan. Neither the Plan nor any grant or award made
hereunder shall confer upon any person any right to continued employment or
engagement for services by the Company, any subsidiary or any affiliate of the
Company or affect in any manner the right of the Company, any subsidiary or
any affiliate of the Company to terminate the employment or engagement for
services of any person at any time without liability hereunder.
 
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  6. Rights as Stockholder. No person shall have any right as a stockholder of
the Company with respect to any shares of common stock or other equity
security of the Company which is subject to a grant or award hereunder unless
and until such person becomes a stockholder of record with respect to such
shares of common stock or equity security.
 
  7. Governing Law. The Plan, each grant and award hereunder and the related
agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United
States, shall be governed by the laws of the State of Delaware and construed
in accordance therewith without giving effect to principles of conflicts of
laws.
 
  8. Approval of Plan. The Plan, as amended and restated, and all grants and
awards made hereunder shall be null and void if the adoption of the Plan, as
amended and restated, is not approved by the stockholders of the Company.
 
  9. Foreign Eligible Persons. Without amending this Plan, the Committee may
grant options to eligible persons who are foreign nationals on such terms and
conditions different from those specified in this Plan as may in the judgment
of the Committee be necessary or desirable to foster and promote achievement
of this Plan and, in furtherance of such purposes the Committee may make such
modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or
jurisdictions in which the Company or its subsidiaries operates or has
employees, agents, consultants or advisors.
 
                                      B-7