Restricted Stock Plan

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Company shall not be the continuing or surviving corporation, (b) any Person shall consolidate with, or merge with the Company, and the Company shall be the continuing or surviving corporation and in connection therewith, all or part of the outstanding Company stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (c) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a subsidiary of any other Person, or (d) the Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Person or Persons. For purposes hereof, "PERSON" shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d).

1.7. CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.8. COMMITTEE. "Committee" shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 5.1, unless the Board has assumed the authority for administration of the Plan generally as provided in Section 5.2.

1.9. COMMON STOCK. "Common Stock" shall mean the common stock of the Company, par value $0.01 per share, and any equity security of the Company issued or authorized to be issued in the future, but excluding any preferred stock and any warrants, options or other rights to purchase Common Stock.

1.10. COMPANY. "Company" shall mean World Color Press, Inc., a Delaware corporation.

1.11. CORPORATE TRANSACTION. "Corporate Transaction" shall mean any of the following stockholder-approved transactions to which the Company is a party:

(i) a merger or consolidation in which the Company is
not the surviving entity, except for a transaction the
principal purpose of which is to change the State in which
the Company is incorporated, form a holding company or
effect a similar reorganization as to form whereupon the
Plan and all Awards are assumed by the successor entity;

(ii) the sale, transfer, exchange or other disposition
of all or substantially all of the assets of the Company, in
complete liquidation or dissolution of the Company in a
transaction not covered by the exceptions to clause (a),
above; or

(iii) any reverse merger in which the Company is
the surviving entity but in which securities possessing more
than fifty percent (50%) of the total combined voting power
of the Company's outstanding securities are transferred or
issued to a person or persons different from those who held
such securities immediately prior to such merger.

1.12. DIRECTOR. "Director" shall mean a member of the Board.


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1.13. EMPLOYEE. "Employee" shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or of any corporation which is a Subsidiary.

1.14. EXCHANGE ACT. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

1.15. FAIR MARKET VALUE. "Fair Market Value" of a share of Common Stock as of a given date shall be (i) the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the Fair Market Value of a share of Common Stock as established by the Committee acting in good faith.

1.16. HOLDER. "Holder" shall mean a person who has been granted an Award.

1.17. INDEPENDENT DIRECTOR. "Independent Director" shall mean a member of the Board who is not an Employee of the Company.

1.18. PERMITTED TRANSFEREE. "Permitted Transferee" shall mean (i) one or more of the following family members of a Holder: spouse, former spouse, child, whether natural or adopted, any other lineal descendant of the Holder, (ii) a trust, partnership or other entity established and existing for the sole benefit of, or under the sole control of, one or more of the above family members of the Holder, and (iii) any other transferee specifically approved by the Committee after taking into account any state or federal tax or securities laws applicable to Awards.

1.19. PLAN. "Plan" shall mean The Restricted Stock Plan of World Color Press, Inc.

1.20. QDRO. "QDRO" shall mean a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

1.21. RESTRICTED STOCK. "Restricted Stock" shall mean Common Stock awarded under Article IV of the Plan.

1.22. RESTRICTED STOCKHOLDER. "Restricted Stockholder" shall mean an Employee granted an award of Restricted Stock under Article VII of the Plan.

1.23. RULE 16B-3. "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time,

1.24. SECURITIES ACT. "Securities Act" shall mean the Securities Act of 1933, as amended.


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1.25. SUBSIDIARY. "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

1.26. TERMINATION OF EMPLOYMENT. "Termination of Employment" shall mean the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) a termination where there is a simultaneous reemployment or continuing employment of the Holder by the Company or any Subsidiary, (ii) at the discretion of the Committee, a termination which results in a temporary short-term severance of the employee-employer relationship, and (iii) at the discretion of the Committee, a termination which is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former employee. The Committee, acting in good faith, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment.

ARTICLE II.
SHARES SUBJECT TO PLAN

2.1. SHARES SUBJECT TO PLAN.

(a) The shares of stock subject to Awards shall be Common Stock. The aggregate number of such shares which may be issued upon any such Awards under the Plan shall not exceed one hundred and fifteen thousand (115,000). The shares of Common Stock issuable upon Awards may be either previously authorized but unissued shares or treasury shares.

(b) The maximum number of shares which may be subject to Awards, granted under the Plan to any individual in any calendar year shall not exceed the Award Limit.

2.2. ADD-BACK OF COMMON STOCK. Any shares subject to Awards which are adjusted pursuant to Section 6.3 and become exercisable with respect to shares of stock of another corporation shall be considered canceled and may again be awarded hereunder, subject to the limitations of Section 2.1. Shares of Common Stock which are delivered by the Holder or withheld by the Company, in payment of the tax withholding thereon may again be awarded hereunder, subject to the limitations of Section 2.1. If any share of Restricted Stock is forfeited by the Holder, such share may again be awarded hereunder, subject to the limitations of Section 2.1.

ARTICLE III.
GRANTING OF AWARDS

3.1. AWARD AGREEMENT. Each Award shall be evidenced by an Award Agreement in a form and containing provisions to be established from time to time by the Committee.


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3.2. CONSIDERATION. In consideration of the granting of an Award under the Plan, the Holder shall agree, in the Award Agreement, to remain in the employ of the Company or any Subsidiary for a period of at least one year (or such shorter period as may be fixed in the Award Agreement or by action of the Committee following grant of the Award) after the Award is granted. This Section 3.2 shall not apply after a Change in Control.

3.3. AT-WILL EMPLOYMENT. Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written employment agreement between the Holder and the Company and any Subsidiary.

ARTICLE IV.
AWARD OF RESTRICTED STOCK

4.1. ELIGIBILITY. Subject to the Award Limit, Restricted Stock may be awarded to any Employee who the Committee determines is a key Employee.

4.2. AWARD OF RESTRICTED STOCK.

(a) The Committee may from time to time, in its sole discretion:

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