EX-10.17







Exhibit 10.17




BOWNE & CO., INC.




DEFERRED SALES COMPENSATION PLAN

(Amended and Restated effective as of December 31, 2008)




 









 





BOWNE & CO., INC.




DEFERRED SALES COMPENSATION PLAN





     Effective December 31, 2008 Bowne & Co., Inc., a corporation organized under the laws
of the State of Delaware, hereby amends and restates the Bowne & Co., Inc. Deferred Sales
Compensation Plan (the “Plan”), first established September 1, 1982, restated February 1,
1999 and as thereafter amended from time to time, for the benefit of Eligible Employees.



Section 1. Purpose.





     The purpose of the Plan is to enable Bowne to retain a select group of highly
compensated salespeople by allowing deferrals of Compensation with Company match
and investment growth based on US Treasury Bills and Bowne & Co., Inc., stock.
Participation is voluntary and failure to participate in any Plan Year will not
preclude participation in a future Plan Year, nor will participation in any Plan
Year obligate the Participant to participate in any other Plan Year.



Section 2. Definitions.





	 	(a)	 	“Affiliated Group” means (i) Bowne; (ii) all corporations wholly owned
by Bowne on the effective date of the Plan which are engaged in the financial printing
business and have been designated as members of the Affiliated Group by the Board of
Directors of Bowne; and (iii) any corporation, partnership, joint venture or other
entity associated with Bowne which is formed or acquired in the future and which is so
designated.
	 
	 	(b)	 	“Board of Directors” means the board of directors of Bowne.
	 
	 	(c)	 	“Bowne” means Bowne & Co., Inc.
	 
	 	(d)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(e)	 	“Committee” means the committee of three or more employees of one or
more members of the Affiliated Group appointed by the Board of Directors to administer
and carry out the provisions of this Plan.
	 
	 	(f)	 	 “Compensation” means commissions and salary, if any, accrued and
payable with respect to a Plan Year.
	 
	 	(g)	 	“Deferred Compensation-Cash Account” means the cash account maintained
pursuant to Section 4(a) for each Eligible Employee who has elected to participate in
the Plan and to defer receipt of cash Compensation.
	 
	 	(h)	 	“Deferred Compensation-Stock Account” means the equity account
maintained pursuant to Section 4(b) for each Eligible Employee who has elected to
participate in the Plan and to convert Compensation into deferred stock equivalents.




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	 	(i)	 	“Disability” means any one of the following: (1) a disability that
makes a Participant unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months;
(2) any medically determinable physical or mental impairment that can be expected to
result in the Participant’s death or can be expected to last for a continuous period of
not less than 12 months, for which the Participant is receiving income replacement
benefits for a period of not less than three months under an accident and health plan
covering employees of Bowne; or (3) a determination that a Participant is totally
disabled by the Social Security Administration or Railroad Retirement Board.
	 
	 	(j)	 	“Eligible Employee” means an employee of the Affiliated Group who
principally sells financial printing or an employee who is designated a Participant by
the Committee and at the sole discretion of the Committee. An Eligible Employee must
have compensation as recorded on his or her Form W-2 for the prior Plan Year in excess
of the limit, as adjusted, set forth in section 401(a)(17) of the Code ($245,000 for
2009) to participate in the Plan for any Plan Year beginning after December 31, 1998.
An eligible employee who becomes a Participant but does not meet the required
compensation limit in a future Plan Year will be suspended from making further
deferrals until his or her compensation reaches or exceeds the limit.
	 
	 	(k)	 	“Employee Voluntary Deferrals” means the voluntary deferrals made by a
Participant provided for in Section 3(a).
	 
	 	(l)	 	“Employer Contributions” means the Bowne match provided for in Section
3(c).
	 
	 	(m)	 	“Fair Market Value” means the average of the highest and lowest sales
prices of Bowne & Co., Inc. common stock reported as having occurred on the New York
Stock Exchange (or its successor) on the date of determination (or, if the stock is not
then traded on the New York Stock Exchange, the mean between the highest and lowest
sales prices reported as having occurred on the principal market (as determined by the
Committee) on which the stock is then traded) or, if there is no such sale on that
date, then on the last preceding date on which such a sale was reported; provided,
however, that if the stock has not been traded for ten trading days or if there ceases
to be an active trading market for the stock, its value shall be determined by the
Committee in its reasonable discretion, in accordance with the requirements of section
409A of the Code and in good faith.
	 
	 	(n)	 	“MEA Sign-On and Stay Bonus Deferrals” means the deferrals provided for
in Section 3(a) of a Participant’s Sign-On and Stay Bonus under a Master Employment
Agreement.
	 
	 	(o)	 	“Misconduct” means embezzlement, fraud, dishonesty or deliberate
disregard of policy or rules of the Affiliated Group or any member thereof, or
unauthorized disclosure of secrets or confidential information, as a result of which
any member of
the Affiliated Group suffers or may suffer material loss or damage. The
determination of whether Misconduct has occurred shall be made in the sole
discretion of the Committee.




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	 	(p)	 	“Participant” means an Eligible Employee for whom a Deferred
Compensation-Cash Account or a Deferred Compensation-Stock Account is maintained
hereunder.
	 
	 	(q)	 	“Plan Year” means the 12-month period ending December 31.
	 
	 	(r)	 	“Retirement” means a separation from service with any member of the
Affiliated Group after having reached age 55 with at least 15 years of service with
Bowne or a member of its Affiliated Group or after reaching age 65 with no service
requirement.
	 
	 	(s)	 	“U.S. Treasury Bill Yield” means the average of interest rates on
3-month Treasury Bills for the week ended prior to the commencement of the applicable
calendar quarter published by the Federal Reserve Bank of St. Louis in the weekly
publication “U.S. Financial Data” or as published in such other publication as may be
designated by the Committee.





Section 3. Election to Participate, Amount Deferred and Employer Contribution.





	 	(a)	 	Elections. An Eligible Employee may elect in writing, prior to the
beginning of any Plan Year, to participate in the Plan with respect to any Compensation
earned during that Plan Year, except that no election shall apply to the final
commission payment earned by a Participant. Any such election to make Employee
Voluntary Deferrals shall remain effective with respect to any Compensation earned by
the Eligible Employee in subsequent Plan Years unless the election is revoked in
writing by the Eligible Employee on or before the last day of the Plan Year preceding
the Plan Year in which the Compensation is to be earned. An election shall be in
substantially the form attached as Exhibit A, as such form may be revised from time to
time, and include all the information required on the Election form. In addition, a
Participant’s Master Employment Agreement may provide for MEA Sign-On and Stay Bonus
Deferrals. An Eligible Employee may elect in writing to have Employee Voluntary
Deferrals and MEA Sign-On and Stay Bonus Deferrals made into either the Deferred
Compensation-Stock Account or the Deferred Compensation-Cash Account. Alternatively, a
Participant may elect to allocate some of their Employee Voluntary Deferral or MEA
Sign-On and Stay Bonus Deferral to a Deferred Compensation-Cash Account and some to a
Deferred Compensation-Stock Account, provided that if such an allocation is made in
terms of percentages of Compensation, such percentages must be even multiples of 10. To
the extent an Eligible Employee fails to make a designation, his Employee Voluntary
Deferral or MEA Sign-On and Stay Bonus Deferral shall be made into the Deferred
Compensation-Cash Account.
	 
	 	(b)	 	Amount Deferred. An Eligible Employee’s election must specify the
amount or percentage of Compensation (other than the final commission payment) to be an
Employee Voluntary Deferral and whether it is to be made to a Deferred
Compensation-Cash Account or to a Deferred Compensation-Stock Account or to some
combination of the two. A Participant’s Master Employment Agreement shall specify the
amount or percentage of the MEA Sign-On and Stay Bonus to be an MEA Sign-On and Stay
Bonus Deferral. The Participant




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	 	 	 	shall elect on the appropriate form whether it is to be
made to a Deferred Compensation-Cash Account or to a Deferred Compensation-Stock
Account or to some combination of the two. A Participant may defer any whole
percentage, or any amount of Compensation in any one Plan Year. Notwithstanding the
foregoing, the Employee Voluntary Deferral for any Plan Year is limited to the amount
of commissions earned in excess of the Participant’s draw
and/or salary. The amount which a Participant elects to defer under the Plan will
be withheld from the Participant’s Compensation at the normal settlement dates and
simultaneously an equivalent amount will be credited to the Participant’s Deferred
Compensation-Cash Account and the Participant’s Deferred Compensation-Stock Account,
as the Participant directs. Any amounts deferred into the Participant’s Deferred
Compensation-Stock Account will be deemed to be converted into deferred stock
equivalents on the first business day of the calendar quarter in which the
compensation is deferred.
	 
	 	(c)	 	Employer Contributions. In addition to amounts deferred pursuant to
Section 3(b), the Deferred Compensation-Cash Account or the Deferred Compensation-Stock
Account of a Participant will be credited, as of the normal commission settlement
dates, with an amount equal to 50% of the Employee Voluntary Deferrals (“Employer
Contributions”), provided, however, that Employer Contributions on behalf of any one
Participant may not exceed the lesser of (i) 5% of the Participant’s Compensation; or
(ii) a maximum dollar amount in any Plan Year, as adjusted. For the Plan Year
commencing on January 1, 2008 it shall be $26,700. The maximum dollar amount will be
adjusted to reflect increases or decreases in the cost of living by comparing the last
monthly Bureau of Labor Statistics’ Consumer Price Index for All Urban Consumers, All
Items, (the “CPI”) published prior to the commencement of the Plan Year with the
corresponding CPI published for the previous Plan Year. The percentage increase or
decrease, as the case may be, will be multiplied by the maximum dollar amount for the
preceding Plan Year, which result will be rounded to the nearest $100, provided,
however, that in no event may the maximum dollar amount be less than $26,700. Employer
Contributions will not apply to imputed cash or stock dividends that may be reinvested
within a Deferred Compensation-Stock Account, or to interest earned on balances in a
Deferred Compensation-Cash Account.
	 
	 	(d)	 	Transfers. No transfers between a Deferred Compensation-Cash Account
and a Deferred Compensation-Stock Account shall be allowed.





Section 4. Deferred Compensation-Cash Accounts and Deferred Compensation-Stock Accounts.





	 	(a)	 	Maintenance of Deferred Compensation-Cash Accounts. A Deferred
Compensation-Cash Account will be maintained for each Participant who so elects. The
Deferred Compensation-Cash Account will be increased from time to time by amounts of
Compensation deferred pursuant to Section 3(b), by Employer Contributions, and by
interest on the balance in the Deferred




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	 	 	 	Compensation-Cash Account, to be determined
pursuant to Section 4(c). The Deferred Compensation-Cash Account will be decreased by
amounts paid therefrom to a Participant pursuant to Sections 5, 6 and 9 and any amount
forfeited pursuant to Section 4(f).
	 
	 	(b)	 	Non-Segregation of Deferred Compensation-Cash Accounts. Amounts
credited to a Deferred Compensation-Cash Account, including Employee Voluntary
Deferrals, MEA Sign-On and Stay Bonus Deferrals, Employer Contributions and accrued
interest on the Deferred Compensation-Cash Account, will not be segregated but will be
treated in all respects as general funds of the employing member of the Affiliated
Group, will be subject to the risks of the Affiliated Group’s business and may be
deposited, invested or expended by the Affiliated Group in any manner.
	 
	 	(c)	 	Interest on Deferred Compensation-Cash Accounts. At the end of each
calendar
quarter of the Affiliated Group, a Participant’s Deferred Compensation-Cash Account
at the beginning of the Plan Year, increased by the amount of (i) any deferrals
pursuant to Section 3(b) and (ii) Employer Contributions which have been credited
since the beginning of the Plan Year, will be credited with interest at the rate
(rounded to the nearest 1/100 of 1 percent) of the applicable U. S. Treasury Bill
Yield. Interest will continue to be credited to a Participant’s Deferred
Compensation-Cash Account until such time as the balance in the account is reduced
to zero.
	 
	 	(d)	 	Maintenance of Deferred Compensation-Stock Accounts. A Deferred
Compensation-Stock Account will be maintained for each Participant who so elects. The
balance in the Deferred Compensation-Stock Account will represent, to three decimal
places, the number of shares of Bowne & Co., Inc. common stock converted into deferred
stock equivalents in accordance with Section 3(b). Thereafter, the number of these
share equivalents in a Deferred Compensation-Stock Account will be increased from time
to time as of the date on which the Company pays a cash dividend to its
stockholders, by that number of additional share equivalents that could have been
purchased at Fair Market Value on the dividend record date with the cash value of the
dividends that would have been paid if the stock equivalents in the Deferred
Compensation-Stock Account had been outstanding shares of stock and any subsequent
contribution. The Deferred Compensation-Stock Account will also be credited, when
appropriate, with any stock dividends or stock splits declared by Bowne on outstanding
 shares.
	 
	 	(e)	 	Equity Status of Deferred Compensation-Stock Accounts. The deferred
stock equivalents held in a Participant’s Deferred Compensation-Stock Account (“DSUs”)
are convertible into Bowne’s common stock on a one-for-one basis.
	 
	 	(f)	 	Account Vesting and Forfeiture of Employer Contributions. MEA Sign-On
and Stay Bonus Deferrals and Employee Voluntary Deferrals, together with investment
growth credited thereon pursuant to Section 4(c) and (d), will be fully vested at all
times, provided, however, that the investment growth described in this sentence will be
forfeited if (i) the Participant’s employment with the Affiliated Group terminates and
the Participant subsequently accepts employment that the Committee, in its sole
discretion, considers to be





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	 	 	 	competitive with the business interests of any member of
the Affiliated Group or (ii) the Participant engages in Misconduct.
	 
	 	 	 	Employer Contributions with respect to each Plan Year, together with investment
growth thereon, will vest at the rate of 10% for each full Plan Year commencing with
the Plan Year in which the Participant’s employment with Bowne commences and ending
with the date on which the Participant’s employment with the Affiliated Group
terminates, provided, however, that Employer Contributions together with investment
growth thereon will be forfeited if (i) the Participant’s employment with the
Affiliated Group terminates and the Participant subsequently accepts employment that
the Committee, in its sole discretion, considers to be competitive with business
interests of any member of the Affiliated Group or (ii) the Participant engages in
Misconduct. A Participant may be considered to be in competition even if the new
employment is outside the area of sales.
	 
	 	 	 	Notwithstanding the foregoing provisions of this subsection (f), upon a Change in Control
Event pursuant to Section 9(a) or upon a Participant’s Death, Disability or Retirement with the
consent of Bowne, his entire Deferred Compensation-Cash Account and Deferred Compensation-Stock
Account will be fully vested.





Section 5. Payment and Distribution Upon Termination of Employment.





	 	(a) 1. 	 	Basic Cash Payment Rules-Cash Accounts. Subject to Sections 5(b) and (c)
below, the vested portion from a Participant’s Deferred Compensation-Cash Account will
be paid to the Participant or the Participant’s designated beneficiary, as defined in
Section 7, in three substantially equal annual installments, the first of which will be
paid within ninety (90) days following the date of the Participant’s separation from
service (six months after termination of employment for any Participant who is a
“specified employee” as defined in a resolution of the Committee setting forth such
rules in accordance with section 409A of the Code), with the remaining two payments
being made on the first and second anniversaries of the initial payment, respectively.
	 
	 	 	 	Any amounts paid out pursuant to the Plan shall first be considered to be
distributions of the Employee Voluntary Deferrals, until all such deferred
amounts have been exhausted, and shall then be considered distributions from the
reminder of the Participant’s Deferred Compensation-Cash Account.
	 
	 	(a) 2. 	 	Basic Stock Payment Rules-Deferred Stock Unit Accounts. Subject to Sections
5(b) and (c) below, the vested portion from a Participant’s Deferred
Compensation-Deferred Stock Unit Account will be distributed to the Participant or the
Participant’s designated beneficiary, as defined in Section 7, in three substantially
equal annual installments, the first of




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	 	 	 	which will be distributed within ninety (90)
days following the date of the Participant’s termination of employment (six months
after termination of employment for any Participant who is a “specified employee” as
defined in a resolution of the Committee setting forth such rules in accordance with
section 409A of the Code), with the remaining two distributions being made on the first
and second anniversaries of the initial distribution, respectively.
	 
	 	 	 	Distributions will be made in the form of Bowne common stock to the Participant. For
example, if the Participant has a balance of 12,000 deferred stock equivalents,
the amount of the first installment will be 4,000 shares of Bowne common stock
with the remaining balance, plus dividends earned on the remaining balance, to
be converted and distributed in the next two installments. Until converted and
distributed, the remaining balance, if any, shall continue to be deferred stock
equivalents.
	 
	 	 	 	Any distributions made pursuant to the Plan shall first be considered to be
distributions of the Employee Voluntary Deferrals, until all such deferred
amounts have been exhausted, and shall then be considered distributions from the
remainder of Participant’s Deferred Compensation-Cash Account and/or Deferred
Compensation-Stock Account.
	 
	 	(b)	 	Death; Disability. In the event of a Participant’s Death or Disability, the
amount credited to the Participant’s Deferred Compensation-Cash Account as of the date
of his Death or Disability will be paid to the Participant or his designated
beneficiary, as the case may be, in three substantially equal annual installments, the
first of which will be distributed within ninety (90) days following the date of the
Participant’s Death or Disability, with the remaining two distributions being made on
the first and second anniversaries of the initial distribution, respectively.





Section 6. Hardship Payments.




          A Participant who requires funds by reason of severe financial hardship due to a sudden and
unexpected illness or accident of the Participant or of a dependent (as defined in section 152(a)
of the Code) of the Participant or other similar unforeseeable circumstances, as determined by the
Committee in its sole discretion, may request in writing at any time that the Committee permit the
Participant to revoke any election made pursuant to Section 3(a) or to withdraw from his Deferred
Compensation-Cash Account and/or Deferred Compensation-Stock Account an amount not exceeding the
amount which the Participant has deferred pursuant to Section 3(b), provided that the amount that
may be withdrawn shall be limited to the amount reasonably necessary to relieve the hardship upon
which the request is based. The Committee may reject or approve such request in whole or in part in
its sole discretion.



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Section 7. Designation of Beneficiary.


          A Participant may designate a person or persons as the beneficiary or beneficiaries who will
be entitled to receive any of the payments to be made hereunder in the event of the Participant’s
death. This designation may be revoked or changed by the Participant at any time. Any such
designation, revocation or change shall be in writing, dated, signed by the Participant, witnessed
and delivered to the Committee. If the Participant does not designate a named beneficiary, or if
no designated named beneficiary survives the participant, payment and distribution hereunder
subsequent to Participant’s death shall be made to the Participant’s estate. If a designated
beneficiary survives the Participant, but dies prior to the payment of the entire amount to which
such beneficiary is entitled hereunder, any unpaid amount shall be paid to the estate of the
designated beneficiary.



Section 8. Allocation Among Members of Affiliated Group.


          In the event that a Participant elects to defer Compensation hereunder that is payable by more
than one member of the Affiliated Group, the obligation to make payments hereunder shall be
allocated among such members on the basis of the obligations to the Participant incurred hereunder
during such Participant’s respective periods of employment with each such member, provided,
however, that in the event that one or more members of the Affiliated Group are unable to satisfy
their obligations under this Section 8, Bowne and/or the remaining members of the Affiliated
Group agree to assume such obligations.


Section 9. Change of Control.


For the purposes of this Plan, “Change in Control Event” means any of the following, in accordance
with Section 409A of the Code:



	 	(a)	 	The date any one person, or more than one person acting as a group, acquires
ownership of stock of Bowne that, together with stock held by such person or group,
constitutes more than 50 percent of the total fair market value or total voting power
of the stock of Bowne.
	 
	 	(b)	 	The date any one person, or more than one person acting as a group, acquires
(or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of Bowne possessing 30
percent or more of the total voting power of the stock of Bowne.
	 
	 	(c)	 	The date a majority of the members of the Bowne Board of Directors is replaced
during any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Bowne Board of Directors before the date of the
appointment or election.
	 
	 	(d)	 	The date any one person, or more than one person acting as a group, acquires
(or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from Bowne that have a total gross fair
market value equal to or more than 40 percent of the total gross fair market value of
all of the assets of Bowne immediately before such acquisition or acquisitions. For
this purpose, gross fair market value means the





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	 	 	 	value of the assets of Bowne, or the
value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.






Any determination of the occurrence of any Change in Control Event made in good faith by the
Board, on the basis of information available at the time to it, shall be conclusive and
binding for all purposes under the Plan.




If a Change in Control Event has occurred, the entire portion of that Participant’s Deferred
Compensation-Cash Account and Deferred Compensation-Stock Account will be fully vested.




Section 10. Amendment; Termination.




     Although Bowne expects to continue the Plan indefinitely, inasmuch as future conditions
cannot be foreseen, it reserves the right to amend or terminate the Plan, in whole or in
part, at any time. In the event the Plan is terminated, all amounts credited to
Participants’ Deferred Compensation-Cash Accounts and Deferred Compensation-Stock Accounts
as of the termination date shall continue to vest and earn interest in accordance with the
terms of the Plan and payments of Participants’ Deferred Compensation-Cash
Account and Deferred Compensation-Stock Account may be made as set forth in Sections 5, 6
and 7, or on such other basis as the Committee may determine, but only to the extent
permitted under section 409A of the Code.




Section 11. Compliance with Legal and Other Requirements.




     The Company may postpone the issuance or delivery of stock or payment of other benefits
under this Plan, if the Company reasonably anticipates that the delivery of such stock or
payment of other benefits would violate any federal or state law, rule or regulation, and
may require any Participant to make such representations, furnish such information and
comply with or be subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of stock or payment of other benefits in compliance
with applicable laws, rules, and regulations, provided however that delivery of stock or
payment of other benefits shall be made at the earliest date at which Bowne reasonably
anticipates that such delivery of stock or payment of other benefits will not cause a
violation of the applicable laws, rules and regulations.




Section 12. Authority of the Committee.




     The Plan shall be administered by the Committee, which shall have full and final
authority, in each case subject to and consistent with the provisions of the Plan, to select
Eligible Employees to become Participants; to grant Employer Contributions, the forfeiture
or deferral periods relating to Deferred Compensation-Cash Account and Deferred
Compensation-Stock Account amounts, the rate at which such amounts shall vest, lapse or
terminate, the acceleration of any such dates, whether, to what extent, and under what
circumstances a Deferred Compensation-Cash Account and Deferred



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Compensation-Stock Account
an Award may be settled, and other terms and conditions of, and all other matters relating
to, amounts under the Plan; to prescribe documents evidencing or setting terms of the Plan
and Deferred Compensation-Cash Account and Deferred Compensation-Stock Account and rules and
regulations for the administration of the Plan; to construe and interpret the Plan documents
and correct defects, supply omissions or reconcile inconsistencies therein; and to make all
other decisions and determinations as the Committee may deem necessary or advisable for the
administration of the Plan. The Committee shall interpret and administer the Plan in a
manner that will permit the amounts to comply with the requirements of section 409A of the
Code, including the payment restrictions applicable to “specified employees” as that term is
defined in a resolution of the Committee setting forth the definition used by Bowne to
identify such employees in accordance with Section 409A of the Code. Decisions of the
Committee with respect to the administration and interpretation of the Plan shall be final,
conclusive, and binding upon all persons interested in the Plan, including Participants,
beneficiaries, and other persons claiming rights from or through a Participant, and
stockholders.




Section 13. Miscellaneous.




	 	(a)	 	Inalienability of Rights. The interest and property
rights of any person in the Plan or in any distribution to be made under the
Plan shall not be subject to
option nor be assignable, either by voluntary or involuntary assignment or
by operation of law, including (without limitation) bankruptcy, garnishment,
attachment or other creditor’s process, and any act in violation hereof
shall be void.
	 
	 	(b)	 	No Right to Employment. The establishment of the Plan,
the granting of benefits or any action of any member of the Affiliated Group or
any other person hereunder shall not be held or construed to confer upon any
person any right to continue as an employee nor, upon dismissal, to confer any
right or interest other than as provided herein. No provision of the Plan
shall restrict the right of any member of the Affiliated Group to discharge any
employee at any time, with or without cause.
	 
	 	(c)	 	Competency to Handle Benefits. If, in the opinion of
the Committee, any person is incompetent to handle properly any amount payable
to such person from a Deferred Compensation-Cash Account and/or Deferred
Compensation-Stock Account, then the Committee may make any reasonable
arrangement for payment on such person’s behalf as it deems appropriate.
	 
	 	(d)	 	Withholding. Any payments made pursuant to the Plan
shall be subject to all applicable State and Federal tax withholding
requirements.
	 
	 	(e)	 	Unsecured Obligations. The payments to be made
hereunder are only unsecured obligations of members of the Affiliated Group,
and a Participant is only a general creditor of Bowne and the other members of
the Affiliated Group with respect to his Deferred Compensation-Cash Account and
Deferred Compensation-Stock Account.






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