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Wallace Computer Services, Inc.
Amended and Restated Executive Incentive Plan
Amendment No. 1
Whereas, Wallace Computer Services, Inc., a Delaware corporation
(the "Company"), has heretofore adopted and maintained a bonus plan for the
benefit of certain of its employees designated the Wallace Computer
Services, Inc. Amended and Restated Executive Incentive Plan (the "Plan");
Whereas, the Company desires to amend the Plan in the following certain
respects;
Now therefore, pursuant to the power of amendment contained in Section
7(a) of the Plan,
A. Sections 6(a) and 6(b) of the Plan are hereby deleted in their entirety
and replaced with the following:
"(a) Subject to the conditions set forth in Section 6(d) of the Plan,
(1)In the event that the Participant continues to
render services as an Employee of the Company
until his or her Normal Retirement Date or Early
Retirement Date, as defined in the Wallace Profit
Sharing and Retirement Fund ("Retirement"), death
or disability, payment of Cash Award balances
shall be made in 120 monthly installments
commencing on the first day of the month
following the Retirement, death or disability of
such Participant. In lieu of installment
payments, the Committee may in its discretion pay
any amount due in a lump sum. Account balances of
such participants which are less than $5,000
shall be automatically paid in a lump sum.
(2)Upon the termination of a Participant for any
other reason, payment of the Cash Award balances
shall be made in a lump sum as soon as
practicable after the termination of such
Participant.
(b) Subject to the conditions set forth in Section 6(d) of the Plan:
(1)In the event that the Participant continues to
render services as an Employee of the Company
until his or her Retirement, death or disability,
payment of Stock Award balances shall be made in
10 annual installments commencing on the first
day of the year following the year of the
Retirement, death or disability of such
Participant. In lieu of installment payments the
Compensation Committee may in its discretion
transfer any Stock Award in a single installment.
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(2)Upon the termination of a Participant for any
other reason, payment of the Stock Award balance
shall be made in a single installment as soon as
practicable after such termination."
B. Section 6(d)(1) is hereby deleted in its entirety.
In Witness Whereof, the Company has caused this instrument to be
executed by its duly authorized officers this 29th day of November, 2000.
Wallace Computer Services, Inc.
By: /s/ Michael O. Duffield
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President
Attest:
By: /s/ Steven L. Carson
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Its: Secretary
