Director Retainer Fee Plan Dated 6/2/99

WALLACE COMPUTER SERVICES, INC.
DIRECTOR RETAINER FEE PLAN


1. Purpose. Wallace Computer Services, Inc., a Delaware corporation (the "Company"), hereby adopts this Director Retainer Fee Plan (the "Plan") to promote the long-term growth and financial success of the Company by attracting and retaining directors of outstanding ability and assisting the Company in promoting a greater identity of interest between the Company's directors and its stockholders.


2. Administration.


(1) The Plan shall be administered by the Compensation Committee
of the Board of Directors (the "Board") unless another shall be
appointed by the Board, which Committee shall consist solely of two or
more non-employee directors (the "Committee"). The members of the
Committee shall be appointed by, and may be changed at any time and
from time to time in the discretion of the Board.


(2) The Committee shall have the authority (i) to exercise all of
the powers granted to it under the Plan, (ii) to construe, interpret
and implement the Plan and all documents executed pursuant to the Plan
(including all Election Forms), (iii) to prescribe, amend and rescind
rules relating to the Plan, (iv) to make any determination necessary or
advisable in administering the Plan and (v) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan.


(3) The determination of the Committee on all matters relating to
the Plan or any document executed pursuant to the Plan shall be
conclusive.


(4) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan.


3. Definitions.


"Annual Retainer Fee" shall mean the annual retainer fee then
currently paid to active members of the Board of Directors of the
Company for services rendered as a member of the Board. The Annual
Retainer Fee shall accrue at the rate of 25% of the fee on each
February 1, May 1, August 1, and November 1 during the period of
service of the Director.


"Director's Fees" shall mean the sum of (i) the Annual Retainer
Fee, (ii) any board and committee meeting fees, and (iii) any fees
payable to a director by virtue of service as a chairperson.


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Director Retainer Fee Plan


"Eligible Director" shall mean any director of the Company or any
affiliate of the Company.


"Payment Date" shall mean January 15th of the year following the
period of service.


"Shares" shall mean shares of common stock, par value $1.00 per
share, of the Company and any other stock into which such common
stock shall thereafter be changed by reason of any merger,
reorganization, recapitalization, consolidation, split-up,
combination of shares or similar event as set forth in and in
accordance with this Section 5.


"Valuation Dates" shall mean each of February 1, May 1, August 1,
and November 1.


4. Common Shares Subject to the Plan.


4.1 Shares Available for Awards. Subject to Section 4.2 (relating to
adjustments upon changes in capitalization), as of any date, the total
number of Shares issuable under the Plan shall be 100,000. Shares that
shall be paid to the Eligible Directors pursuant to the Plan shall be
treasury Shares.


4.2 Adjustments. In the event of any merger, reorganization,
recapitalization, consolidation, sale or other distribution of all or
substantially all of the assets of the Company, any stock dividend, split,
spin-off, split-up, split-off, distribution of securities or other property
by the Company, or other change in the Company's corporate structure
affecting the Shares, the Shares then credited pursuant to Section 5.3 and
the number of Shares issuable under the Plan shall be appropriately
adjusted as determined by the Committee in its sole discretion.


5. Payment of Director's Fees.


5.1 Payment in Shares. On the Payment Date, the Company shall pay to
each Eligible Director, forty percent of their Annual Retainer Fee in
Shares. Shares payable under this Section shall be valued on each Valuation
Date by dividing forty percent of the accrued portion of the Annual
Retainer Fee by the Fair Market Value on such date. Such Shares will be
distributed to the Eligible Directors annually on each Payment Date unless


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Director Retainer Fee Plan


such Eligible Director has elected to defer receipt of such Shares pursuant
to Section 5.3 below.


5.2 Election To Receive Shares.


(1) An Eligible Director may elect to receive payment of all or
part of accrued Director's Fees (not converted pursuant to Section 5.1)
in Shares valued at the Fair Market Value on the applicable Valuation
Date. The election shall be made by submitting an election form to the
Committee no later than the end of the calendar year prior to the year
for which the election is made. The election shall indicate the
percentage of the Director's Fees that are to be paid in Shares.
Notwithstanding the foregoing to the contrary, any individual who first
becomes an Eligible Director on a date other than the first day of the
calendar year shall make an election for that calendar year promptly
upon becoming an Eligible Director.


(2) Any election made under this Section 5.2 shall continue in
full force and effect until revoked by notice to the Committee, until
superseded by a subsequent election or unless no longer permitted by
law or regulations (including Rule 16b-3), provided, however that no
revocation of an election or supersession of such form by a subsequent
election shall be effective with respect to any Director's Fees which
become payable to the Eligible Director until the end of the calendar
year following date of such revocation or supersession.


(3) Shares elected pursuant to this Section will be distributed
to the Eligible Directors on each Payment Date unless such Eligible
Director has elected to defer receipt of such Shares pursuant to
Section 5.3 below.


(4) Amounts deferred pursuant to other deferred compensation
plans shall not be available for conversion into Shares under this
Plan.


5.3 Elective Deferrals.


(1) An Eligible Director may elect to defer the receipt of the
Director's Fees, to the extent such payments are to be made in the form
of Shares, by submitting an election form (a "Deferred Payment Election
Form") to the


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