10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2008,
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission File No. 1-5842

Bowne & Co., Inc.

(Exact name of Registrant as specified in its charter)

Delaware	13-2618477
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
55 Water Street New York, New York (Address of principal executive offices)	10041 (Zip code)

(212) 924-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, Par Value $.01	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes o     No þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o     

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o     No þ

The aggregate market value of the Common Stock issued and outstanding and held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $324.5 million. For purposes of the foregoing calculation, the registrant’s 401(K) Savings Plan and its Global Employees Stock Purchase Plan are deemed to be affiliates of the registrant.

The registrant had 27,310,604 shares of Common Stock outstanding as of March 1, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the documents of the registrant listed below have been incorporated by reference into the indicated parts of this Annual Report on Form 10-K:

Notice of Annual Meeting of Stockholders and Proxy Statement anticipated to be dated April 15, 2009. Part III, Items 10-12

TABLE OF CONTENTS

Form 10-K
Item No.		Name of Item	Page
PART I
	Item 1.	Business		2
	Item 1A.	Risk Factors		10
	Item 1B.	Unresolved Staff Comments		17
	Item 2.	Properties		18
	Item 3.	Legal Proceedings		19
	Item 4.	Submission of Matters to a Vote of Security Holders		19
		Supplemental Item. Executive Officers of the Registrant		20
PART II
	Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		21
	Item 6.	Selected Financial Data		23
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		47
	Item 8.	Financial Statements and Supplementary Data		50
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		93
	Item 9A.	Controls and Procedures		93
	Item 9B.	Other Information		96
PART III
	Item 10.	Directors and Executive Officers of the Registrant		97
	Item 11.	Executive Compensation		97
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		97
	Item 13.	Certain Relationships and Related Transactions		98
	Item 14.	Principal Accountant Fees and Services		98
PART IV
	Item 15.	Exhibits and Financial Statement Schedules		99
		Signatures		101
EX-3.5: BYLAWS, AS AMENDED
EX-10.1: 1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED
EX-10.2: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AS AMENDED AND RESTATED
EX-10.3: FORM OF TERMINATION PROTECTION AGREEMENT AS AMENDED AND RESTATED
EX-10.4: 2000 STOCK INCENTIVE PLAN AS AMENDED AND RESTATED
EX-10.5: LONG-TERM PERFORMANCE PLAN AS AMENDED AND RESTATED
EX-10.6: DEFERRED AWARD PLAN AS AMENDED AND RESTATED
EX-10.7: STOCK PLAN FOR DIRECTORS AS AMENDED AND RESTATED
EX-10.10: FORM OF STOCK OPTION AGREEMENT UNDER THE 1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED
EX-10.11: FORM OF STOCK OPTION AGREEMENT UNDER THE 2000 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED
EX-10.13: FORM OF RESTRICTED STOCK UNIT AGREEMENT
EX-10.16: FORM OF LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT AS AMENDED AND RESTATED
EX-10.17: DEFERRED SALES COMPENSATION PLAN AS AMENDED AND RESTATED
EX-10.19: CONSULTING AGREEMENT
EX-10.20: FORM OF 2009 LONG-TERM INCENTIVE PLAN AGREEMENT
EX-21: SUBSIDIARIES OF THE COMPANY
EX-23.1: CONSENT OF KPMG LLP
EX-24: POWERS OF ATTORNEY
EX-31.1: SECTION 302 CERTIFICATION OF CEO
EX-31.2: SECTION 302 CERTIFICATION OF CFO
EX-32.1: SECTION 906 CERTIFICATION OF CEO
EX-32.2: SECTION 906 CERTIFICATION OF CFO

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PART I

Item 1.   Business

Bowne & Co., Inc. (Bowne and its subsidiaries are hereinafter collectively referred to as “Bowne,” the “Company,” “We” or “Our” unless otherwise noted), established in 1775, is a global leader in providing business services that help companies produce and manage their shareholder, investor, marketing and business communications. These communications include, but are not limited to, regulatory and compliance documents; personalized financial statements; enrollment kits; and sales and marketing collateral. Its services span the entire document life cycle and involve both electronic and printed media. Bowne helps clients create, edit and compose their documents, manage the content, translate the documents when necessary, personalize the documents, prepare the documents and in many cases perform the filing, and print and distribute the documents, both through the mail and electronically.

During 2008, the Company made several significant changes to its organizational structure and manufacturing capabilities to support the consolidation of its business units into a unified model that supports and markets Bowne’s full range of service offerings, from transactional services to corporate compliance reporting to investment management solutions and personalized digital marketing communications. These modifications were made in response to the evolving needs of our clients, who are increasingly asking for services that span Bowne’s full range of offerings. As a result of these changes, the Company evaluated the impact on segment reporting and made certain changes to its segment reporting in the first quarter of 2008. As such, the Company now has one reportable segment, which is consistent with how the Company is structured and managed. The Company previously conducted its business in two distinct operating segments: Financial Communications and Marketing & Business Communications. Prior to these changes, each segment had its own sales force, marketing and customer service organizations as well as research and development, product development, technology support and manufacturing. However, the fundamentals behind these two segments have converged. Clients for all of the services increasingly overlap; the technology for serving them and the marketing and channel requirements for reaching them are now similar or virtually identical. No longer is there a parallel set of distinct customers, services and channels; rather, there is an increasing cross-over between clients, application needs and sales and marketing requirements.

The Company made several significant internal changes during 2008 in order to more effectively address these market dynamics. Essentially, the Company has integrated its customer-facing resources to provide all Bowne services to all clients and prospects; the Company has unified its manufacturing footprint to provide the best quality and cost-effective technology regardless of timing and location; and has consolidated its administrative and support functions so that best practices and economic advantages are being leveraged across the enterprise. These changes have reduced costs during 2008 and the Company expects to realize the benefits of these changes in 2009 and beyond.

During 2008, the Company completed three strategic acquisitions to expand its customer base, gain access to new vertical and geographic markets, and expand technology-based offerings. As such, in 2008, the Company acquired the following businesses:

In February 2008, the Company acquired GCom² Solutions, Inc. (“GCom”). This acquisition expands the Company’s shareholder reporting services offerings within the investment management marketplace in the United States, the United Kingdom, Ireland and Luxembourg.

In April 2008, the Company acquired the digital print business of Rapid Solutions Group (“RSG”), a subsidiary of Janus Capital Group Inc. RSG is a provider of end-to-end solutions for marketing communications clients in the financial services and health care industries, which enables the Company to further expand its presence in those markets.

In July 2008, the Company acquired the U.S.-based assets and operating business of Capital Systems, Inc. (“Capital”), a leading provider of shareholder communications based in midtown New York City. Capital’s former office in midtown New York City complements the Company’s existing facility in the downtown New York City financial district. Capital enables Bowne to further extend its reach into key existing verticals: investment management, compliance reporting and capital markets services. Capital provides mutual fund quarterly and

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annual reporting and disclosure documents, such as SEC filings, including proxy statements and 10-Ks, as well as capital markets services for equity offerings, debt deals, securitizations, and mergers and acquisitions.

The acquisitions of these businesses are discussed in more detail in Note 2 to the Consolidated Financial Statements.

Overall, the Company generated revenue of approximately $766.6 million in 2008, $850.6 million in 2007, and $833.7 million in 2006, with segment profit of $33.2 million in 2008, $77.3 million in 2007, and $66.2 million in 2006. The Company’s segment profit is defined as gross profit (revenue less cost of revenue) less selling and administrative expenses.

Further information regarding revenue, operating results, identifiable assets and capital spending attributable to the Company’s operations for the calendar years 2008, 2007 and 2006, as well as a reconciliation of segment profit to pre-tax (loss) income from continuing operations, are shown in Note 19 to the Consolidated Financial Statements. The Company’s previous year’s segment information has been restated to conform to the current year’s presentation.

Industry Overview

The business services industry is highly fragmented, with hundreds of independent service companies that provide a full range of document management services and with a wide range of technology and software providers. Specific to capital markets services and compliance reporting, there are many companies, including Bowne, that participate in a material way. Demand for capital markets services tends to be cyclically related to new debt and equity issuances and public mergers and acquisitions activity. Demand for compliance reporting is less sensitive to capital market changes and represents a recurring periodic activity, with seasonality linked to significant filing deadlines imposed by law on public reporting companies and mutual funds. Demand is also impacted by changing regulatory and corporate disclosure requirements.

The market for digital, personalized communications is currently fragmented with a large number of active participants providing a wide range of services. The primary competitors provide end-to-end, digital services ranging from message design services, to technical solutions design and implementation, to printing and distribution via mail or on-line delivery. Bowne is focused on providing the full range of services required to support clients with data integration, document creation, production, distribution and management solutions that address the growing variable personalized communications needs of many industries. Companies are increasingly looking to digital, variable, data-driven solutions to help streamline their communications and increase their competitive edge. For example, a firm’s ability to create relevant, engaging, and targeted communications to both customers and prospective customers can help increase customer retention and sales, as well as protect brand integrity. Bowne’s depth of experience in digital variable document production coupled with the technologies that provide clients with an end-to-end solution for business and marketing communications, supported by Bowne’s reputation for quality, integrity, and overall production experience in a number of industries, uniquely position Bowne in this emerging marketplace.

The Company

The Company provides a full-range of services consisting of the following: capital markets services, formerly referred to as “transactional services,” shareholder reporting services, marketing communications and commercial printing.

Capital markets services

Capital markets services includes a comprehensive array of services to create, manage, translate, file and distribute shareholder and investor-related documents. Bowne provides these services to its clients in connection with capital market transactions, such as equity and debt issuances and mergers and acquisitions. The Company’s capital markets services apply to registration statements, prospectuses, bankruptcy solicitation materials, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, acquisitions and mergers. The Company also offers Bowne Virtual Dataroom^tm, (“VDR”) a hosted online data room

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capability, which provides a secure and convenient means for clients to permit due diligence of documents in connection with securities offerings, mergers and acquisitions and other corporate transactions. This service is offered through an alliance with BMC Group Inc., an information management and technology service provider to corporate, legal and financial professionals. During 2008, the Company rolled out a major expansion of its virtual data room offering, with enhanced product features and an expanded sales force. Historically, capital markets transactional services have been the single largest contributor to the Company’s total revenue and in 2008 represented approximately 25% of Bowne’s total revenue.

Shareholder reporting services

Shareholder reporting services include compliance reporting, investment management services and translations services revenue. Bowne provides services to public corporations in connection with their compliance obligations to produce, file and deliver periodic and other reports under applicable laws and regulations, which the Company calls “compliance reporting services.”

The Company’s compliance reporting services apply to annual and interim reports, regular proxy materials and other periodic reports that public companies are required to file with the Securities and Exchange Commission (“SEC”) or other regulatory bodies around the world. Bowne is also a leading filing agent for EDGAR, the SEC’s electronic filing system. The Company provides both full-service and self-service filing options, the latter through Internet-based filing products: BowneFile16^®, 8-K Express^tm, and 6-K Express^tm. In 2006, the Company expanded its compliance service offerings to include Pure Compliance^tm, an EDGAR-only filing service that offers clients a balance of fixed pricing, rapid turnaround, and high quality HTML output to meet their regulatory filing requirements. In 2007, the Company launched its electronic Proxy service, Bowne ePod^tm, to assist public companies in responding to the SEC’s rule enabling issuers to furnish proxy materials to shareholders through an electronic Notice and Access delivery model and in 2008 the Company launched Bowne Compliance Driver^sm, an automated financial statement reporting tool, through a strategic alliance with Clarity Systems, Inc. The Company is also an active member of XBRL International, a not-for-profit steering group of over 500 firms dedicated to the development and advancement of XBRL. In December 2008, the SEC issued a requirement that would require companies to submit financial disclosures in XBRL beginning in June 2009. As an ongoing effort to position the Company at the forefront of this emerging technology, the Company announced enhancements to its suite of XBRL solutions during 2008, which will assist clients in meeting the SEC filing requirement.

Investment management services apply to regulatory and shareholder communications such as annual or interim reports, prospectuses, information statements and marketing-related documents. The Company offers Customized Investor Books, which empowers investment managers to tailor the information they provide to their shareholders and contract holders, reducing costs and creating a better customer experience.

In addition, the Company provides customized translation services to financial, legal, advertising, consulting and corporate communications professionals.

Marketing communications

Marketing communications include a portfolio of services to create, manage and distribute personalized communications, including financial statements, enrollment kits and sales and marketing collateral, to help companies communicate with their customers. Bowne provides these services primarily to the financial services, commercial banking, health care, insurance, gaming, and travel and leisure industries.

The marketing communications services offered by the Company use advanced database technology, coupled with high-speed digital printing, to help clients reach their customers with targeted customized and personalized communications. Using a model that begins with extensive consultation to ascertain clients’ communications challenges, Bowne delivers quality technology-based applications that integrate document creation, content management, digital printing, and electronic and physical delivery.

Bowne has developed unique technology solutions that provide the framework to customize each document to meet a client’s unique needs, while maintaining the controls and standards to ensure each personalized

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communication produced and delivered on the client’s behalf is consistently accurate and of the highest quality, from creation to delivery.

•  Clients are provided with web-based tools to edit and manage their document content repository and order documents for delivery, with an electronic library of the client’s documents that can be edited in real-time by the client’s sales, marketing and legal professionals, as well as other authorized users.

•  Extensive business logic provides for automated customization and personalization of each document based on an individual client’s needs.

•  Production and distribution methods are flexible to match the needs of clients with a mix of capabilities for digital print and electronic delivery that can be managed at the document level.

•  Automated controls incorporated throughout the system utilize barcode technology, provide for speed, quality, and audit capabilities for a unique document to be tracked anywhere in the system.

Bowne services help clients create, manage and distribute critical information, such as statements, trade confirmations, welcome and enrollment kits, sales kits and marketing collateral. With the ability to provide personalized and targeted communications, rather than the conventionally printed generic information, clients are able to achieve higher returns on their marketing dollars and reduce waste. Because of the integration of systems between Bowne and its clients, these services tend to involve longer-term relationships. The primary clients for these services include mutual funds, stock brokerage firms, defined contribution providers, investment banks, insurance companies, commercial banks, health care providers, and educational services.

Commercial printing

Bowne also provides commercial printing, which consists of annual reports, sales and marketing literature, point of purchase materials, research reports, newsletters and other custom-printed matter.

Operations

Over the last several years, the Company has focused on improving its cost structure and operating efficiencies by reducing fixed costs and increasing flexibility to better respond to market fluctuations. The Company has reorganized its regional operations and closed or consolidated a portion of its U.S. offices and facilities. While the Company maintains its own printing capabilities in North America, Bowne also outsources some printing to independent printers, especially during times of peak demand. This outsourcing allows the Company to preserve flexibility while reducing the staffing, maintenance and operating expense associated with underutilized facilities, and is in line with industry practice. The Company also has arrangements with companies in India to perform some of its composition processing and related functions. Importantly, in preceding years the Company invested significantly in new technologies that it now leverages to perform the same volume of high-quality service for its clients despite the reductions in its workforce. This has allowed the Company to significantly reduce its fixed and direct labor costs. As a result of the increased flexibility Bowne has achieved in the last few years, the Company expects that its cost savings will be long-term and that it will not need to add back most of the personnel and related costs as the business expands.

The Company believes that its technology investments have produced one of the most flexible and efficient composition, printing and distribution systems in the industry, for example:

•  Bowne launched FundSuite SX, an investment management product obtained from its acquisition of GCom in February 2008. FundSuite SX automates a tedious process with which investment management administrators have historically been tasked. It converts raw financial data into effective communications, reports and filings, and is integrated with the Company’s full suite of investment management products and services.

•  As a result of its acquisition of St Ives Financial in 2007 the Company now offers Smartapps^tm, an online content management system that improves the process of producing financial documents, and MergeText, a content repository.

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•  Based upon technology acquired from PLUM Computer Consulting Inc. during 2006 the Company announced the launch of a content management system, FundAlign^®, that provides mutual fund and investment management firms with the means to collaborate throughout the process of creating, composing and distributing critical communications such as prospectuses and shareholder reports. The system combines a Microsoft^® interface with a network of composing systems.

•  In October 2008, the Company released Bowne Compliance Driver^sm, an external reporting tool, as a result of a strategic relationship with Clarity Systems, Inc.

•  In 2007 and 2008, Bowne was named to the Information Week 500, the annual ranking of the nation’s most innovative Information Technology companies. Bowne was recognized for investments in innovative technology infrastructure and its client facilities with an advanced telecommunications and information technology infrastructure and state-of-art amenities.

•  During 2008, the Company upgraded its iGen presses to iGen4^tm digital presses which utilize the latest digital technology.

•  Bowne developed the Bowne Interactive XBRL Viewer, which gives issuers the ability to upload, technically validate, and preview XBRL documents before submitting them to the SEC. Through its strategic relationship with Rivet^tm Software, Bowne offers XBRL tagging capabilities. The Company also formed an offshore XBRL team to complete XBRL tagging under the strict supervision of internal experts. Under recently announced SEC requirements, U.S. large accelerated filers are required to file financial disclosures in XBRL in 2009, with all other issuers subject to the mandate within the next three years.

•  During 2008, the Company continued progress on building its distributive print platform converting its Secaucus, NJ, Boston, MA and Houston, TX offset print facilities into integrated offset and digital print facilities.

•  Advances in technology have permitted Bowne to centralize the majority of its composition operations into six “Centers of Excellence,” to reduce its composition workforce and to outsource the more routine and less critical composition work at a lower cost than performing it in-house.

•  In 2008, the Company expanded its use of centralized customer service centers, creating a centralized Investment Management center. In 2007, the Company created a Compliance Service Assistance center that transitioned a majority of the labor-intensive task of work order creation and project coordination of several EDGAR-only compliance documents (8-Ks, 6-Ks, and Schedule 13s); in 2008, the Compliance Service Assistance Center added Section 16 filing capabilities. These centers free up capacity in the Company’s local Customer Service centers, enabling project coordinators to better manage the relationship side of these transactions and increase their focus on projects that require greater one-on-one communication with clients.

•  In 2008, the Company launched a new workflow and billing system, which accelerates and simplifies the movement of data between customer service, manufacturing shop floor and invoicing.

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Other Information

For each of the past three fiscal years, the Company’s capital markets transactional services revenue has accounted for the largest share of consolidated total revenue, as shown below:

	Years Ended
	December 31,
Type of Service	2008			2007			2006
Capital markets services revenue:
Transactional services		25	%		36	%		36	%
VDR services		2			1			—
Total capital markets services revenue		27			37			36
Shareholder reporting services revenue:
Compliance reporting		22			22			21
Investment management		23			19			19
Translation services		2			2			1
Total shareholder reporting services revenue		47			43			41
Marketing communication services revenue		22			15			16
Commercial printing and other revenue		4			5			7
		100	%		100	%		100	%

The Company has facilities to serve customers throughout the United States, Canada, Europe, Central America, South America and Asia.

Although investment in equipment and facilities is required, the Company’s business is principally service-oriented. In all of its activities, speed, accuracy, quality of customer service, and the need to preserve the confidentiality of the customers’ information is paramount.

The Company’s composing and its manufacturing platforms are operated as centralized and fully distributive models. This provides Bowne with the ability to maximize efficiency, increase utilization and better service its customers’ needs.

During 2008, the Company reduced the number of conference rooms it maintains for use by clients while transactions are in progress. This reduction was in response to decreased client demand; however, these amenities are still provided in high density markets. On-site customer service professionals work directly with clients, which promotes speed and ease of editorial changes and otherwise facilitates the completion of clients’ documents. In addition, the Company uses an extensive electronic communications network, which facilitates data handling and makes collaboration practicable among clients at different sites.

The Company was established in 1775, incorporated in 1909, reincorporated in 1968 in the State of New York, and reincorporated again in 1998 in the State of Delaware. The Company’s corporate offices are located at 55 Water Street, New York, NY 10041, telephone (212) 924-5500. The Company’s website is www.bowne.com, and contains electronic copies of Bowne news releases and SEC filings, as well as descriptions of Bowne’s corporate governance structure, products and services, and other information about the Company. This information is available free of charge. References to the Company’s website address do not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document.

Competition

The Company believes that it offers a unique array of services and solutions for its clients. However, competition in the various individual services described above is intense. Factors in this competition include not only the speed and accuracy with which the Company can meet customer needs, but also the price of the services, quality of the product, historical experience with the client and complementary services.

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In capital market services and shareholder reporting services, the Company competes primarily with several global competitors and regional service providers having similar degrees of specialization. Some of these organizations operate at multiple locations and some are subsidiaries or divisions of companies having greater financial resources than those of the Company. Based upon the most recently available published information, the Company is a market leader in capital markets services. In addition to its customer base, the Company has experienced competition for sales, customer service and production personnel in financial printing.

In commercial printing the Company competes with general commercial printers, which are far more numerous than those in the financial communications market and some of these printers have far greater financial resources than those of the Company.

In the digital personalized communications market Bowne competes with diverse competition from a variety of companies, including commercial printers, in-house departments, direct marketing agencies, facilities management companies, software providers and other consultants.

Cyclical, Seasonal and Other Factors Affecting the Company’s Business

Revenue from capital markets services accounted for approximately 27% of the Company’s revenue in 2008. This revenue stream is driven by a transactional or financing event and is affected by various factors including conditions in the world’s capital markets. Transactional revenue and net income depends upon the volume of public financings, particularly equity offerings, as well as merger and acquisitions activity. Activity in the capital markets is influenced by corporate funding needs, stock market fluctuations, credit availability and prevailing interest rates, and general economic and political conditions. During 2008, the Company experienced a significant decline in revenue from capital markets services primarily resulting from the current economic conditions. If these conditions persist or further deteriorate, they could potentially have a more significant impact on customers’ demand for the Company’s capital market services, which could result in a decrease in revenue in future periods.

Revenue from all other lines of service besides capital markets accounted for approximately 73% of Bowne’s revenue and tends to be more recurring in nature and includes revenue from shareholder reporting services as well as revenue from marketing communications product offerings.

Revenue derived from shareholder reporting services is seasonal, with the greatest number of proxy statements and regulatory reports required during the Company’s first fiscal quarter ending March 31 and the early part of the Company’s second quarter ending June 30. Because of these cyclical and seasonal factors, coupled with the general need to complete certain printing jobs quickly after delivery of copy by the customers, the Company must maintain physical plant and customer service staff sufficient to meet peak work loads. Shareholder reporting services, commercial and digital printing are not considered to be as cyclical as capital markets transactional services, and help to diversify the Company’s revenue streams.

A small portion of revenue originates in the insurance industry related to statutory reporting which is seasonal, with most of this business occurring during the first quarter ending March 31. In addition, the portion of revenue from marketing communications services relating to enrollment kits is seasonal, as it relates to employee benefits open enrollment activity which typically occurs during the fourth quarter ending December 31.

Research and Development

The Company evaluates, on an ongoing basis, advances in computer software, hardware and peripherals, computer networking, telecommunications systems and Internet-related technologies as they relate to the Company’s business and to the development and deployment of enhancements to the Company’s proprietary systems.

The Company utilizes a computerized composition and telecommunications system in the process of preparing documents. The Company continues to research and develop its digital print technology, enhancing its service offerings as there are advances in software, hardware, and other related technologies.

As the oldest and one of the largest shareholder and marketing communication companies in the world, Bowne’s extensive experience allows it to proactively identify clients’ needs. Bowne understands the ever-changing

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aspect of technology in this business, and continues to be on the cutting edge in researching, developing and implementing technological breakthroughs to better serve clients. Capital investments are made as needed, and technology and equipment is updated as necessary.

Bowne works with industry-leading hardware and software vendors to support the technology infrastructure. Various software tools and programming languages are used within the technical development environment. The Company invests in the latest technologies and equipment to constantly improve services and remain on the leading edge. With a technology team comprised of over 200 professionals as of December 31, 2008 (in solutions management, application development and technology operations departments), Bowne is constantly engaged in numerous and valuable systems enhancements.

Bowne has established document management capacity that is flexible and aligned with customer demand. Technology plays a key role in this strategy through the extension of the composition network with vendors in India. This allows the Company to efficiently and seamlessly outsource EDGAR conversions and composition work as needed. In addition, other technology services are outsourced where it can be done at substantial cost savings and added flexibility.

The Company strives to ensure the confidentiality, integrity and availability of clients’ data. Bowne developed a secure mechanism that, through software logic, secure gateways, and firewalls provides a system that is designed for security and reliability with substantial disaster recovery capability for clients. The Company continually seeks to improve these systems.

Patents and Other Rights

The Company has no significant patents, licenses, franchises, concessions or similar rights other than certain trademarks. Except for a proprietary computer composition and telecommunication system, the Company does not have significant specialized machinery, facilities or contracts which are unavailable to other firms providing the same or similar services to customers. The Company and its affiliates utilize many trademarks and service marks worldwide, many of which are registered or pending registration. The most significant of these is the trademark and trade name Bowne^®. The Company also uses the following service marks and trademarks: Bowne Compliance Driver^sm, Bowne Compliance Plus^sm, Bowne ePod^®, Bowne 8-K Express^®, BowneFax^tm, BowneFile16^®, BowneImpressions^®, BowneLink^®, Bowne 6-K Express^®, Bowne Virtual Dataroom^tm, Deal Room Express^®, DealTrans^tm, E2 Express^tm, Express Start^tm, FundAlign^®, FundSmith^®, ProspectusNow^®, Pure Compliance^®, QuickPath^tm, SecuritiesConnect^®, smartapps^tm, smartforum^tm, smartedgar^tm, smartproof^tm, and XMark^tm.

Sales and Marketing

The Company employs approximately 200 sales and marketing personnel. During 2008, the Company created a unified client-facing sales organization which leverages the Company’s regional field sales management to sell and support all Bowne services. In addition to soliciting business from existing and prospective customers by building relationships and delivering customized solutions, the sales personnel act as a liaison between the customer and the Company’s customer service operations. They also provide advice and assistance to customers. The Company periodically advertises in trade publications and other media, and conducts sales promotions by mail, by presentations at seminars and trade shows and by direct delivery of marketing collateral material to customers.

Customers and Backlog of Orders

The Company’s customers include a wide variety of corporations, law firms, investment banks, insurance companies, bond dealers, mutual funds and other financial institutions.

During the fiscal year ended December 31, 2008, no single customer accounted for 10% or more of the Company’s sales. The Company has no backlog, within the common meaning of that term, which is normal throughout the service offerings in which the Company is focused. However, within its Capital Markets Services, the Company usually has a backlog of customers preparing for financial offerings. This backlog is greatly affected by capital market activity.

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Employees

At December 31, 2008, the Company had approximately 3,200 full-time employees. The Company believes relations with its employees are excellent. Less than one percent of the Company’s employees are members of various unions covered by collective bargaining agreements. The Company provides pension, 401(k), profit-sharing, certain insurance and other benefits to most non-union employees.

Suppliers

The Company purchases or leases various materials and services from a number of suppliers, of which the most important items are paper, air and ground delivery services, computer hardware, copiers and printing equipment, software and peripherals, communication equipment and services, outsourced printing and composition services and electrical energy. The Company purchases paper from paper mills and paper merchants. The Company has experienced no difficulty to date in obtaining an adequate supply of these materials and services. Alternate sources of supply are presently available.

International Sales

The Company’s international business offers similar services as those delivered by its domestic operations. International capabilities are delivered primarily by the Company or in some areas through strategic relationships. The Company conducts operations in Canada, Europe, Central America, South America and Asia. In addition, the Company has affiliations with firms providing similar services abroad. Revenues derived from foreign countries, other than Canada, were approximately 11% of the Company’s total revenues in 2008, 13% in 2007 and 12% in 2006. During 2008, 2007 and 2006, revenues derived from foreign countries other than Canada totaled $85 million, $110 million and $97 million, respectively. Canadian revenues were approximately 8%, 10% and 10% of the Company’s total sales in 2008, 2007 and 2006, respectively. During 2008, 2007 and 2006, revenues derived from Canada totaled $63 million, $83 million, and $89 million, respectively.

Item 1A.   Risk Factors

The Company’s consolidated results of operations, financial condition and cash flows can be adversely affected by various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this annual report on Form 10-K. You should carefully consider all of these risks.

Current global economic conditions have created turmoil in credit and capital markets that, if they persist or deteriorate, could have a significant adverse impact on the Company’s operations.

Current United States and worldwide economic conditions have resulted in an extraordinary tightening of credit markets and contractions in the capital markets. These economic conditions have resulted in negative impacts on businesses and financial institutions and financial services entities in particular. They have also resulted in unprecedented intervention in financial institutions and markets by governments throughout the world, including the enactment in the United States of the Emergency Economic Stabilization Act of 2008. These economic conditions have been characterized in news reports as a global economic crisis, and have also had a significant negative impact on the Company’s operations during the second half of 2008. If these conditions persist or deteriorate, they could potentially have a more significant impact on operations in future periods by:

•  creating uncertainty in the business environment, which uncertainty would act as a disincentive for financial institutions and financial services entities to engage in credit market and capital market activities;

•  further decreasing customers’ demand for Bowne’s capital market services and other product offerings;

•  adversely affecting customers’ ability to obtain credit to fund operations, which in turn would affect their ability to timely make payment on invoices; and

•  unless these conditions abate, it may become more difficult for the Company to refinance or extend its credit facility and, if such refinancing or credit extension is available, negatively impact the interest rates and terms upon which such refinancing or credit extensions would be available to us.

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An inability to repay or refinance the $150 million five-year senior, unsecured revolving credit facility, which matures in May 2010, would have a material adverse effect on the Company’s financial condition.

The $150 million five-year senior, unsecured revolving credit facility, under which the Company had $79.5 million outstanding at December 31, 2008, matures in May 2010. The Company’s ability to repay or refinance this credit facility will depend on, among other things, its financial condition at the time, credit market conditions and the availability of financing. The credit markets have tightened significantly since the second quarter of 2008. While the Company believes that it could obtain requisite replacement financing, it cannot predict whether capital will be available at reasonable interest rates and on acceptable terms, if at all, when these obligations mature in 2010.

The Company is in discussions with the members of its bank group to amend and extend its existing revolving credit facility. Such amendment and extension is expected to be completed in the near future. However, there is no assurance that the full amount of this facility will be amended and extended.

Continued economic crisis and stock market declines could reduce future potential earnings and could result in future goodwill impairments.

The current global economic crisis has impacted the stock prices of many companies. If the price of Bowne common stock remains depressed, it could result in an impairment of the Company’s goodwill. Bowne’s stock value is dependent upon continued future growth in demand for the Company’s services and products. If such growth does not materialize or the Company’s forecasts are significantly reduced, the Company could be required to recognize an impairment of its goodwill. The Company performed its annual goodwill impairment assessment as of December 31, 2008. Based on the analysis, it concluded that the fair value of the Company’s reporting unit exceeds the carrying amount and therefore goodwill is not considered impaired. When the assessment was performed, market capitalization, which is an indicator of fair value, was below the carrying value of the reporting unit due to significant declines in stock price during the year. However, an estimated control premium was also used in the Company’s determination of fair value. The control premium represents the amount an investor would pay, over and above market capitalization, in order to obtain a controlling interest in a company. The control premium used in the determination of fair value is subject to management judgment, including the interpretation of economic indicators and market valuations at the time of the analysis as well as Bowne’s strategic plans with regard to its operations. To the extent additional information arises, Bowne’s stock price remains depressed, or its strategies change, it is possible that the conclusion regarding goodwill impairment could change, which could have an adverse effect on Bowne’s financial position and results of operations.

The Company’s strategy to increase revenue through introducing new products and services and acquiring businesses that complement its existing businesses may not be successful, which could adversely affect results and may negatively affect earnings.

Approximately 27% of the Company’s revenue was derived from capital market services in 2008, which are dependent upon capital markets transactional activity. Bowne is pursuing strategies designed to improve our capital markets service offerings and grow non-capital markets businesses (which represented about 73% of Bowne’s revenue in 2008), including compliance reporting services, investment management services and the Company’s digital and personalization business. At the same time Bowne has pursued a strategy of acquisitions and strategic alliances for complementary products and service offerings. The Company also believes that pursuing complementary acquisition opportunities will lead to more stable and diverse recurring revenue. This strategy has many risks, including the following:

•  the pace of technological changes affecting the Company’s businesses and its clients’ needs could accelerate, and Bowne products and services could become obsolete before the Company has recovered the cost of developing them or obtained the desired return on its investment; and

•  product innovations and effectively serving clients require a large investment in personnel and training. The market for sales and technical staff is competitive, and the Company may not be able to attract and retain a sufficient number of qualified personnel.

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If the Company is unsuccessful in continuing to enhance its non-transactional products and services and acquire complementary products and services, it will not be able to continue to diversify its revenues and will remain subject to the sometimes volatile swings in the capital markets that directly impact the demand for transactional capital markets services. Furthermore, if the Company is unable to provide value-added services in areas of document management other than traditional composition and printing, its results may be adversely affected if an increasing number of clients handle this process in-house, to the extent that new technologies allow this process to be conducted internally. The Company believes that if it is not successful in achieving its strategic objectives within transactional capital markets services, growing its other business lines and acquiring complementary product and service offerings, Bowne may experience decreases in profitability and volume. If this decline in profitability were to continue, without offsetting increases in revenues from other products and services, the Company’s business and results of operations would be materially and adversely affected.

Revenue from printed shareholder documents is subject to regulatory changes and volatility in demand, which could adversely affect the Company’s operating results.

The market for these services depends in part on the demand for printed shareholder and investor documents, which is driven largely by capital markets activity and the requirements of the SEC and other regulatory bodies. Any rulemaking substantially affecting the content of documents to be filed and the method of their delivery could have an adverse effect on Bowne’s business. In addition, evolving market practices in light of regulatory developments, such as postings of documents on Internet web pages and electronic delivery of offering documents, may adversely affect the demand for printed financial documents and reports.

Recent regulatory developments in the United States and abroad have sought to change the method of dissemination of financial documents to investors and shareholders through electronic delivery rather than through delivery of paper documents. The SEC’s “access equals delivery” rules which eliminate the requirement to deliver a printed final prospectus unless requested by the investor, its rules for the dissemination of proxy materials to shareholders electronically and for the dissemination of mutual fund prospectuses electronically, unless a printed prospectus is requested by the investor, are reflective of these regulatory developments. Regulatory developments which decrease the delivery of printed transactional or compliance documents could harm Bowne’s business and adversely affect its operating results.

Regulatory developments in the United States have also accelerated the timing for filing periodic compliance reports, such as public company annual reports and interim quarterly reports, and also have changed some of the content requirements requiring greater disclosure in those reports. The combination of shorter deadlines for public company reports and more content may adversely affect the Company’s ability to meet client’s needs in times of peak demand, or may cause clients to try to exercise more control over their filings by performing those functions in-house.

The Company’s revenue may be adversely affected as clients implement technologies enabling them to produce and disseminate documents on their own. For example, clients and their financial advisors have increasingly relied on web-based distributions for prospectuses and other printed materials. Also, the migration from an ASCII-based EDGAR system to an HTML format for SEC public filings eventually may enable more clients to handle all or a portion of their periodic filings without the need for Bowne’s services.

The environment in which Bowne competes is highly competitive, which creates adverse pricing pressures and may harm the Company’s business and operating results if it cannot compete effectively.

Competition in this business is intense. The speed and accuracy with which Bowne can meet client needs, the price of its services and the quality of its products and supporting services are factors in this competition. In the capital markets, shareholder reporting and commercial printing lines of service, the Company competes directly with several other service providers having similar degrees of specialization. One of these service providers is a division of a company that has greater financial resources than those of Bowne.

The Company’s marketing communications services face diverse competition from a variety of companies including commercial printers, in-house print operations, direct marketing agencies, facilities management

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companies, software providers and other consultants. In commercial printing services, the Company competes with general commercial printers, which are far more numerous than those in the financial printing market.

These competitive pressures could reduce Bowne’s revenue and earnings.

The market for marketing communications services is relatively new and the Company may not realize the anticipated benefits of its investment.

The personalized communications market is loosely defined with a wide variety of different types of services and product offerings. Moreover, customer acceptance of the diverse solutions for these services and products remains to be proven in the long-term, and demand for discrete services and products remains difficult to predict.

Bowne has made significant investments in developing its capabilities through the purchase of the marketing and business communications division of Vestcom, which was completed in January 2006; the acquisition of Alliance Data Mail Services, which was completed in November 2007; and the acquisition of RSG, which was completed in April 2008.

If the Company is unable to adequately implement its solutions, generate sufficient customer interest in those solutions or capitalize on sales opportunities, it may not be able to realize the return on its investments that were anticipated. Failure to recover an investment or the inability to realize sufficient return on its investment may adversely affect the Company’s results of operations as well as its efforts to diversify the Company’s businesses.

Bowne’s business could be harmed if it does not successfully manage the integration of businesses that are acquired.

As part of its business strategy, Bowne has and may continue to acquire other businesses that complement its core capabilities. Recent acquisitions are reflective of that strategy. The benefits of an acquisition may often take considerable time to develop and may not be realized. Acquisitions involve a number of risks, including:

•  the potential loss of revenue and/or customers related to the recent acquisitions;

•  the difficulty of integrating the operations and personnel of the acquired businesses into Bowne’s ongoing operations;

•  the potential disruption of ongoing business and distraction of management;

•  the difficulty in incorporating acquired technology and rights into the Company’s products and technology;

•  unanticipated expenses and delays relating to completing acquired development projects and technology integration;

•  an increase in the Company’s indebtedness and contingent liabilities, which could restrict the Company’s ability to access additional capital when needed or to pursue other important elements of its business strategy;

•  the management of geographically remote units;

•  the establishment and maintenance of uniform standards, controls, procedures and policies;

•  the impairment of relationships with employees and clients as a result of any integration of new management personnel;

•  risks of entering markets or types of businesses in which Bowne has either limited or no direct experience;

•  the potential loss of key employees or clients of the acquired businesses; and

•  potential unknown liabilities, such as liability for hazardous substances, or other difficulties associated with acquired businesses.

As a result of the aforementioned and other risks, the Company may not realize anticipated benefits from acquisitions, which could adversely affect its business.

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The Company is exposed to risks associated with operations outside of the United States.

Bowne derived approximately 19% of its revenues in 2008 from various foreign sources, and a significant part of its current operations are outside of the United States. The Company conducts operations in Canada, Europe, Central America, South America and Asia. In addition, Bowne has affiliations with certain firms providing similar services abroad. As a result, the Company’s business is subject to political and economic instability and currency fluctuations in various countries. The maintenance of Bowne’s international operations and entry into additional international markets require significant management attention and financial resources. In addition, there are many barriers to competing successfully in the international arena, including:

•  costs of customizing products and services for foreign countries;

•  difficulties in managing and staffing international operations;

•  increased infrastructure costs including legal, tax, accounting and information technology;

•  reduced protection for intellectual property rights in some countries;

•  exposure to currency exchange rate fluctuations;

•  potentially greater difficulties in collecting accounts receivable, including currency conversion and cash repatriation from foreign jurisdictions;

•  increased licenses, tariffs and other trade barriers;

•  potentially adverse tax consequences;

•  increased burdens of complying with a wide variety of foreign laws, including employment-related laws, which may be more stringent than U.S. laws;

•  unexpected changes in regulatory requirements; and

•  political and economic instability.

The Company cannot assure that its investments in other countries will produce desired levels of revenue or that one or more of the factors listed above will not harm its business.

The Company does not have long-term service agreements in the capital markets services business, which may make it difficult to achieve steady earnings growth on a quarterly basis and lead to adverse movements in the price of its common stock.

A majority of Bowne’s revenue from its capital markets services is derived from individual projects rather than long-term service agreements. Therefore, the Company cannot assure that a client will engage Bowne for further services once a project is completed or that a client will not unilaterally reduce the scope of, or terminate, existing projects. The absence of long-term service agreements makes it difficult to predict the Company’s future revenue. As a result, Bowne’s financial results may fluctuate from period to period based on the timing and scope of the engagement with its clients which could, in turn, lead to adverse movements in the price of the Company’s common stock or increased volatility in its stock price generally. Bowne has no backlog, within the common meaning of that term; however, within its capital markets services, it usually has a backlog of clients preparing for initial public offerings, or IPOs. This IPO backlog is highly dependent on the capital markets for new issues, which can be volatile. During 2008, the IPO market experienced a severe reduction in activity.

If the Company is unable to retain key employees and attract and retain other qualified personnel, its business could suffer.

Bowne’s ability to grow and its future success will depend to a significant extent on the continued contributions of key executives, managers and employees. In addition, many of Bowne’s individual technical and sales personnel have extensive experience in the Company’s business operations and/or have valuable client relationships that would be difficult to replace. Their departure from the Company, if unexpected and unplanned for, could cause a disruption to Bowne’s business. The Company’s future success also depends in large part on its ability to identify,

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attract and retain other highly qualified managerial, technical, sales and marketing and customer service personnel. Competition for these individuals is intense, especially in the markets in which Bowne operates. The Company may not succeed in identifying, attracting and retaining these personnel. Further, competitors and other entities have in the past recruited and may in the future attempt to recruit Bowne employees, particularly its sales personnel. The loss of the services of the Company’s key personnel, the inability to identify, attract and retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel, could make it difficult for Bowne to manage its business and meet key objectives, such as the timely introduction of new technology-based products and services, which could harm Bowne’s business, financial condition and operating results.

If the Company fails to keep clients’ information confidential or if it handles their information improperly, Bowne’s business and reputation could be significantly and adversely affected.

The Company manages private and confidential information and documentation related to its clients’ finances and transactions, often prior to public dissemination. The use of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result in civil and criminal penalties. If Bowne, or its vendors and subcontractors, fail to keep clients’ proprietary information and documentation confidential, the Company may lose existing clients and potential new clients and may expose them to significant loss of revenue based on the premature release of confidential information. The Company may also become subject to civil claims by its clients or other third parties or criminal investigations by appropriate authorities.

The Company has indebtedness and this indebtedness and its costs may increase.

As of December 31, 2008, Bowne had approximately $89.8 million of total debt outstanding. In the future, it may incur additional debt to finance its business operations. If the Company’s level of indebtedness increases, there may be an increased risk of a credit rating downgrade or a default on its obligations that could adversely affect Bowne’s financial condition and results of operations.

Downgrades of the Company’s debt rating could adversely affect the Company’s results of operations and financial position.

In December 2008, Standard & Poor’s Ratings Services lowered its corporate credit rating on the Company to ‘B’ from ‘BB-’, and also lowered its issue-level rating on the Company’s convertible subordinated debentures to ‘CCC+’ from ‘B’. In February 2009, Moody’s Investors Service (“Moody’s”) lowered its corporate credit rating on the Company to ‘B1’ from ‘Ba3’, and also lowered its rating on the Company’s convertible subordinated debentures to ‘B3’ from ‘B2’. If these credit rating agencies further downgrade the Company’s credit rating, it may increase the Company’s cost of capital and make it more difficult for the Company to obtain new financing, which could adversely affect the Company’s business. In addition, if the Company’s credit rating on its convertible subordinated debentures is downgraded to Moody’s Caa3 or Standard & Poor’s ‘CCC’, the holders of the Company’s convertible subordinated debentures would be entitled to convert their debentures into common stock of the Company at the applicable conversion rate (the conversion price is $16.00 until October 1, 2010) prior to the stated maturity date of the debentures. As of December 31, 2008, approximately $8.3 million of the Company’s convertible subordinated debentures were outstanding.

Covenants in the Company’s credit facility could adversely affect its financial condition.

Bowne’s credit facility contains customary restrictions, requirements and other limitations on its ability to incur indebtedness. The Company’s ability to borrow under its facility is subject to compliance with certain financial and other covenants. In addition, failure to comply with covenants could cause a default under the facility, and Bowne may then be required to repay such debt, or negotiate an amendment. Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms.

The Company relies on debt financing, including borrowings under its credit facility to finance working capital and acquisitions. If Bowne is unable to obtain debt financing from these or other sources, or refinance existing indebtedness upon maturity, its financial condition and results of operations would likely be adversely affected. If

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Bowne breaches covenants in debt agreements, the lenders can declare a default and adversely affect the Company’s operations and financial condition.

Seasonality and credit crises may decrease Bowne’s available cash.

The Company’s cash flow requirements are impacted by the seasonal nature of operations, especially its compliance services business. Ordinarily, Bowne’s cash flow needs are highest during the first half of the year and decrease during the remainder of the year as a result of the collection of receivables for services rendered. This seasonality, together with recent economic conditions including a general unavailability of credit, have increased the Company’s draw on its existing credit facilities. If the Company’s cash flow requirements increase, or if it is unable to receive timely payment of a substantial portion of its receivables, or if it is unable to obtain additional credit to meet cash flow requirements, Bowne’s operations would likely be materially adversely affected.

The current market conditions could adversely affect the funded status of the Company’s defined benefit pension plan.

The funded status of the Company’s defined benefit pension plan (the “Plan”) is dependent upon many factors, including returns on invested assets and the level of certain market interest rates. The current global economic crisis has impacted the prices of many investments. During 2008, the Plan investments experienced a significant decline in market value, which resulted in a significant reduction of the Plan’s funded status, and the related increases in the pension plan liabilities as of December 31, 2008. Further declines in the market value of the Company’s Plan investments could adversely affect the level of pension expense, and may require the Company to make additional contributions in future years. In addition, current market conditions may lead to changes in the discount rate used to value the year-end benefit obligations of the plans, which could partially mitigate the effects of the lower asset returns.

The Company’s services depend on the reliability of its computer systems and its ability to implement and maintain information technology and security measures.

Bowne’s global platform of services depends on the ability of its computer systems to operate efficiently and reliably at all times. Certain emergencies or contingencies could occur, such as a computer virus attack, a natural disaster, a significant power outage covering multiple cities or a terrorist attack, which could temporarily shut down the Company’s facilities and computer systems. Maintaining up to date and effective security measures requires extensive capital expenditures. In addition, the ability to implement further technological advances and to maintain effective information technology and security measures is important to the Company’s business. If Bowne’s technological and operations platforms become outdated, it will be at a disadvantage when competing in its industry. Furthermore, if the security measures protecting the Company’s computer systems and operating platforms are breached, it may lose business and become subject to civil claims by clients or other third parties.

Bowne’s services depend on third-parties to provide or support some of its services and its business and reputation could suffer if these third-parties fail to perform satisfactorily.

The Company outsources a portion of its services to third parties, both domestically and internationally. For example, its EDGAR document conversion services of SEC filings substantially rely on independent contractors to provide an increasing portion of this work. If these third parties do not perform their services satisfactorily or confidentially, if they decide not to continue to provide such services to Bowne on commercially reasonable terms or if they decide to service competitors, or compete directly with Bowne, the Company’s business could be adversely affected. The Company could also experience delays in providing products and services, which could negatively affect Bowne’s business until comparable third-party service providers, if available, were identified and obtained. Any service interruptions experienced by clients could negatively impact Bowne’s reputation, resulting in lost clients and limited ability to attract new clients and the Company may become subject to civil claims by its clients or other third parties. In addition, the Company could face increased costs by using substitute third-party service providers.

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The Company must adapt to rapid changes in technology and client requirements to remain competitive.

The market and demand for Bowne’s products and services, to a varying extent, have been characterized by:

•  technological change;

•  frequent product and service introductions; and

•  evolving client requirements.

The Company believes that these trends will continue into the foreseeable future, and its success will depend, in part, upon its ability to:

•  enhance existing products and services;

•  successfully develop new products and services that meet increasing client requirements; and

•  gain market acceptance.

To achieve these goals, the Company will need to continue to make substantial investments in development and marketing. The Company may not:

•  have sufficient resources to make these investments;

•  be successful in developing product and service enhancements or new products and services on a timely basis, if at all; or

•  be able to market successfully these enhancements and new products once developed.

Further, the Company’s products and services may be rendered obsolete or uncompetitive by new industry standards or changing technology.

The inability to identify, obtain and retain important intellectual property rights to technology could harm the Company’s business.

Bowne’s success depends in part upon the development, acquisition, licensing and enhancement of document composition, creation, production and job management systems, applications, tools and other information technology software to conduct its business. These systems, applications, and tools are generally “off the shelf” software that are generally available and may be obtained on competitive terms and conditions, or are developed by employees, or are available from a limited number of vendors or licensors on negotiated terms and conditions. The Company’s technologies or service offerings may become subject to intellectual property claims by others, which even if unfounded, could be costly, or harm the Company’s business. The Company’s future success will increasingly depend in part on its ability to identify, obtain and retain intellectual property rights to technology, both for its internal use as well as for its clients’ direct use, either through internal development, acquisition or licensing from others, or alliances with others. The inability to identify, obtain and retain rights to certain technology on favorable terms and conditions would make it difficult for Bowne to conduct business, or to timely introduce new and innovative technology-based products and services, which could harm the Company’s business, financial condition and operating results.

Fluctuations in the costs of paper, ink, energy, and other raw materials may adversely impact the Company.

Bowne’s business is subject to risks associated with the cost and availability of paper, ink, other raw materials, and energy. Consolidation of supplier markets or increases in the costs of these items may increase the Company’s costs, and the Company may not be able to pass these costs on to customers through higher prices. Increases in the costs of materials may adversely impact customers’ demand for printing and related services. A severe paper, multi-market energy shortage or delivery delays could have an adverse effect upon many of the Company’s operations.

Item 1B.   Unresolved Staff Comments

As of the filing of this annual report on Form 10-K, there were no unresolved comments from the staff of the SEC.

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Item 2.   Properties

Information regarding the significant facilities of the Company, as of December 31, 2008, twelve of which were leased and seven of which were owned, is set forth below.

	Year
	Lease			Square
Location	Expires		Description	Footage
5 Henderson Drive West Caldwell, NJ		2014	Digital printing plant and general office space.		211,000
55 Water Street New York, NY		2026	Customer service center, general office space, and corporate headquarters.		143,000
2130-2134 French Settlement Dallas, TX 75212		2009	Digital printing plant and general office space.		99,200
111 Lehigh Drive Fairfield, NJ		2014	Warehouse space.		93,600
60 Gervais Drive Don Mills (Toronto), Ontario, Canada		2010	Customer service center, printing plant, and general office space.		71,000
13527 Orden Drive Santa Fe Springs, CA		2011	Digital printing plant and general office space.		60,000
1570 Northside Drive Atlanta, GA		2009	Customer service center, composition, printing plant and general office space.		51,000
5 Cornell Place Carson, CA		2009	Offset printing and general office space.		49,500
500 West Madison Avenue Chicago, IL		2016	Customer service center and general office space.		36,000
140 East 45th Street New York, NY		2014	Customer service center and general office space.		35,000
2 Braxton Way Concordsville, PA		2013	Customer service center and general office space.		30,000
1 London Wall London, England		2021	Customer service center and general office space.		16,500
5021 Nimtz Parkway South Bend, IN		Owned	Digital and offset printing plant and general office space.		127,000
215 County Avenue Secaucus, NJ		Owned	Digital and offset printing plant and general office space.		125,000
1200 Oliver Street Houston, TX		Owned	Digital and offset printing plant, customer service center, composition and general office space.		110,000
1931 Market Center Blvd. Dallas, TX		Owned	Customer service center, composition and general office space.		75,000
411 D Street Boston, MA		Owned	Digital and offset printing plant, customer service center, composition and general office space.		73,000
1241 Superior Avenue Cleveland, OH		Owned	Customer service center, composition and general office space.		73,000
1500 North Central Avenue Phoenix, AZ		Owned	Customer service center, composition and general office space.		53,000

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All of the properties described above are well maintained, in good condition and suitable for all presently anticipated requirements of the Company. The majority of the Company’s equipment is owned outright.

The Company expects to close its digital printing and general office space located at 2130-2134 French Settlement, Dallas, TX, during the second quarter of 2009. In addition, the Company entered into a new lease agreement, and will be relocating its facility located in Atlanta, GA, in May 2009. The new facility in Atlanta, GA will have approximately 20,000 square feet and will consist of a customer service center and general office space.

Refer to Note 15 of the Notes to Consolidated Financial Statements for additional information regarding property and equipment leases.

Item 3.   Legal Proceedings

The Company is not involved in any material pending legal proceedings other than routine litigation incidental to the conduct of its business.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of stockholders during the fourth quarter of fiscal year 2008.

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Supplemental Item.  Executive Officers of the Registrant

The following information is included in accordance with the provisions of Part III, Item 10 of Form 10-K. The executive officers of the Company and their recent business experience are as follows:

Name	Principal Occupation During Past Five Years	Age
David J. Shea	Chairman and Chief Executive Officer since November 2007, previously served as Chairman, President, and Chief Executive Officer from January 2007 to November 2007, President and Chief Operating Officer from October 2004 to January 2007. Also served as Senior Vice President, Bowne & Co., Inc., and Senior Vice President and Chief Executive Officer, Bowne Business Solutions and Bowne Enterprise Solutions from November 2003 to October 2004; and as Senior Vice President of the Company and President of Bowne Business Solutions from May 2002 to November 2003.		53
William P. Penders	President since November 2007, previously served as Senior Vice President and President of Bowne Financial Communications from August 2006 to November 2007; Chief Operating Officer of Bowne Financial Communications from December 2005 to August 2006, and served as President of Bowne International and President of the Eastern Region of Bowne Financial Communications from 2003 to December 2005.		48
Elaine Beitler	Senior Vice President, Business Integration, Manufacturing and Chief Information Officer since November 2007; previously served as Senior Vice President from March 2007 to November 2007 and President of Bowne Marketing & Business Communications from December 2005 to March 2007. Also served as General Manager of Bowne Enterprise Solutions from 2004 to December 2005 and Senior Vice President of Client Services and Operations for Bowne Enterprise Solutions from 2003 to 2004, and Chief Technology Officer for Bowne Technology Enterprise from 1998 to 2003.		49
Susan W. Cummiskey	Senior Vice President, Human Resources since December 1998.		56
Scott L. Spitzer	Senior Vice President, General Counsel and Corporate Secretary since May 2004; served as Vice President, Associate General Counsel and Corporate Secretary from March 2002 to May 2004; served as Vice President and Associate General Counsel from April 2001 to March 2002.		57
John J. Walker	Senior Vice President and Chief Financial Officer since September 2006; previously, served as Senior Vice President, Chief Financial Officer and Treasurer for Loews Cineplex Entertainment Corporation since 1990.		56
Richard Bambach, Jr.	Chief Accounting Officer of the Company since May 2002 and Vice President, Corporate Controller since August 2001; served as Interim Chief Financial Officer of the Company from April 2006 to September 2006.		44
Bryan Berndt	Treasurer and Vice President of Tax and Finance since April 2007 and Vice President of Tax and Finance from September 2006 to April 2007; previously, served as Vice President of Finance, Controller and Principal Accounting Officer at Loews Cineplex Entertainment Corporation since 1997.		52

There are no family relationships among any of the executive officers, and there are no arrangements or understandings between any of the executive officers and any other person pursuant to which any of such officers was selected. The executive officers are normally elected by the Board of Directors at its first meeting following the Annual Meeting of Stockholders for a one-year term or until their respective successors are duly elected and qualify.

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PART II

Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters

Share Prices

The Company’s common stock is traded on the New York Stock Exchange under the symbol “BNE.” The following are the high and low share prices as reported by the New York Stock Exchange, and dividends paid per share for calendar 2008 and 2007 by year and quarters.

					Dividends
					Per
	High		Low		Share
2008
Fourth quarter	$	11.53	$	1.86	$	0.055
Third quarter		14.01		10.86		0.055
Second quarter		17.23		12.53		0.055
First quarter		17.57		12.00		0.055
Calendar year		17.57		1.86	$	0.22
2007
Fourth quarter	$	18.59	$	15.89	$	0.055
Third quarter		20.46		14.07		0.055
Second quarter		20.09		15.50		0.055
First quarter		16.17		14.35		0.055
Calendar year		20.46		14.07	$	0.22

The number of holders on record as of December 31, 2008 was 1,010.

In February 2009, the Company issued a stock dividend to its shareholders equivalent to $0.055 per share, which was based on the average sales price of the Company’s common stock for the 30-day trading period prior to the dividend record date, and equated to 0.012 shares of the Company’s common stock held as of the dividend record date. In addition, the dividends on any fractional shares were paid in cash. The payment of dividends in cash has been suspended until economic conditions improve.

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Comparison of Five-Year Cumulative Return

The following graph shows yearly changes in the total return on investment in Bowne common stock on a cumulative basis for the Company’s last five fiscal years. The graph also shows two other measures of performance: total return on the Standard & Poor’s 500 Index, and total return on the Standard & Poor’s 1500 Commercial Printing Index. For convenience, we refer to these two comparison measures as “S&P 500” and “S&P 1500”, respectively.

In the prior years, the Company used the Standard & Poor’s Diversified Commercial and Professional Services Index (“S&P Services Index”) as its peer group. During 2008, the S&P Services Index was discontinued, and is no longer available to use as of December 31, 2008. As such, we selected the S&P 1500 to replace the S&P Services Index as our peer group. We believe that the S&P 1500 is an appropriate published industry index that measures the performance of other companies within our industry. In addition, Bowne is included in the companies represented in the S&P 1500. The Company chose the S&P 500 because it is a broad index of the equity markets.

We calculated the yearly change in Bowne’s return in the same way that both the S&P 500 and the S&P 1500 calculate change. In each case, we assumed an initial investment of $100 on December 31, 2003. In order to measure the cumulative yearly change in that investment over the next five years, we first calculated the difference between, on one hand, the price per share of the respective securities on December 31, 2003 and, on the other hand, the price per share at the end of each succeeding fiscal year. Throughout the five years we assumed that all dividends paid were reinvested into the same securities. Finally, we turned the result into a percentage of change by dividing that result by the difference between the price per share on December 31, 2003 and the price per share at the end of each later fiscal year.

	Base
	Period
Company/Index	12/31/03		12/31/04		12/31/05		12/31/06		12/31/07		12/31/08
Bowne & Co., Inc.	$	100	$	121.66	$	112.74	$	122.86	$	137.41	$	46.80
S&P 500 Index	$	100	$	110.88	$	116.33	$	134.70	$	142.10	$	89.53
S&P 1500 Commercial Printing	$	100	$	122.30	$	118.56	$	127.75	$	138.13	$	55.62

A listing of the companies included in the S&P 1500 is available through publications from Standard & Poor’s and other licensed providers.

Stock Repurchase

Since inception of the Company’s share repurchase program in December 2004 through December 31, 2007, the Company effected the repurchase of approximately 12.9 million shares of its common stock at an average price of $15.18 per share for an aggregate purchase price of approximately $196.3 million, which is described in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007. During the year ended December 31, 2007, the Company repurchased approximately 3.1 million shares of its common stock for approximately $51.7 million (an average price of $16.52 per share). This program was completed in December 2007, and there were no repurchases of the Company’s common stock by the Company during 2008.

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Item 6.   Selected Financial Data

Five-Year Financial Summary

	Years Ended December 31,
	2008			2007			2006			2005			2004
	(In thousands)
Operating Data
Revenue	$	766,645		$	850,617		$	833,734		$	668,667		$	639,402
Expenses:
Cost of revenue		525,047			531,230			543,502			429,302			398,704
Selling and administrative		208,374			242,118			224,011			187,151			193,195
Depreciation		28,491			27,205			25,397			25,646			25,372
Amortization		4,606			1,638			534			—			—
Restructuring charges, integration costs and asset impairment charges		39,329			17,001			14,159			10,410			7,738
Gain on sale of building		—			—			—			—			896
Purchased in-process research and development		—			—			958			—			—
Operating (loss) income		(39,202	)		31,425			25,173			16,158			15,289
Interest expense		(6,019	)		(5,433	)		(5,477	)		(5,154	)		(10,435	)
Loss on extinguishment of debt		—			—			—			—			(8,815	)
Loss on sale of marketable securities		—			—			—			(7,890	)		—
Gain on sale of equity investment		—			9,210			—			—			—
Other income (expense), net		5,561			1,127			3,340			1,537			(39	)
(Loss) income from continuing operations before income taxes		(39,660	)		36,329			23,036			4,651			(4,000	)
Income tax benefit (expense)		10,774			(9,002	)		(10,800	)		(4,501	)		20
(Loss) income from continuing operations	$	(28,886	)	$	27,327		$	12,236		$	150		$	(3,980	)

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	Years Ended December 31,
	2008			2007		2006		2005		2004
	(In thousands, except per share data and current ratio)
Balance Sheet Data
Current assets	$	202,453		$	310,222	$	298,291	$	369,995	$	308,299
Current liabilities	$	109,884		$	201,273	$	128,527	$	139,100	$	157,387
Working capital	$	92,569		$	108,949	$	169,764	$	230,895	$	150,912
Current ratio		1.84:1			1.54:1		2.32:1		2.66:1		1.96:1
Plant and equipment, net	$	130,149		$	121,848	$	132,784	$	106,944	$	93,997
Total assets	$	481,020		$	509,417	$	516,243	$	564,092	$	662,624
Total debt	$	89,848		$	77,758	$	77,509	$	75,780	$	75,000
Stockholders’ equity	$	186,200		$	250,479	$	235,235	$	310,256	$	378,631
Per Share Data
(Loss) earnings per share from continuing operations:
Basic	$	(1.05	)	$	0.97	$	0.39	$	0.00	$	(0.11	)
Diluted	$	(1.05	)	$	0.90	$	0.39	$	0.00	$	(0.11	)
Dividends	$	0.22		$	0.22	$	0.22	$	0.22	$	0.22

As of December 31, 2008, the remaining portion of the Company’s $75.0 million convertible subordinated debentures (the “Notes” — approximately $8.3 million) are classified as noncurrent liabilities. The Notes were included in current liabilities as of December 31, 2007 as a result of the redemption and repurchase features that were able to occur on October 1, 2008, as discussed in more detail in Note 11 to the Consolidated Financial Statements. Excluding this classification in 2007, working capital would have been $183,949, and the current ratio would have been 2.46 to 1. This amount is classified as a noncurrent liability for 2004 through 2006. The classification of the debentures is discussed in more detail in Note 11 to the Consolidated Financial Statements.

Also refer to Items Affecting Comparability in Management’s Discussion and Analysis of Financial Condition and Results of Operations for other items affecting the comparability of the financial information presented above.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except per share information and where noted)

Cautionary Statement Concerning Forward Looking Statements

The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “1995 Act”). The 1995 Act provides a “safe harbor” for forward-looking statements to encourage companies to provide information without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected.

This report includes and incorporates by reference forward-looking statements within the meaning of the 1995 Act. These statements are included throughout this report, and in the documents incorporated by reference in this report, and relate to, among other things, projections of revenues, earnings, earnings per share, cash flows, capital expenditures, working capital or other financial items, output, expectations regarding acquisitions, discussions of estimated future revenue enhancements, potential dispositions and cost savings. These statements also relate to the Company’s business strategy, goals and expectations concerning the Company’s market position, future operations, margins, profitability, liquidity and capital resources. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases identify forward-looking statements in this report and in the documents incorporated by reference in this report.

Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The Company’s operations involve risks and uncertainties, many of which are

24

outside the Company’s control, and any one of which, or a combination of which, could materially affect the Company’s results of operations and whether the forward-looking statements ultimately prove to be correct.

Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors including, but not limited to:

•  the prolonged continuation or further deterioration of current credit and capital market conditions;

•  the effect of economic conditions on customers and the capital markets the Company serves, particularly the difficulties in the financial services industry and the general economic downturn that began in the latter half of 2007 and which has further deteriorated during 2008;

•  interest rate fluctuations and changes in capital market conditions or other events affecting the Company’s ability to obtain necessary financing on favorable terms to operate and fund its business or to refinance its existing debt;

•  continuing availability of liquidity from operating performance and cash flows as well as the revolving credit facility;

•  a weakening of the Company’s financial position or operating results could result in noncompliance with its debt covenants;

•  competition based on pricing and other factors;

•  fluctuations in the cost of paper, fuel, other raw materials and utilities;

•  changes in air and ground delivery costs and postal rates and regulations;

•  seasonal fluctuations in overall demand for the Company’s services;

•  changes in the printing market;

•  the Company’s ability to integrate the operations of acquisitions into its operations;

•  the financial condition of the Company’s clients;

•  the Company’s ability to continue to obtain improved operating efficiencies;

•  the Company’s ability to continue to develop services for its clients;

•  changes in the rules and regulations to which the Company is subject;

•  changes in the rules and regulations to which the Company’s clients are subject;

•  the effects of war or acts of terrorism affecting the overall business climate;

•  loss or retirement of key executives or employees; and

•  natural events and acts of God such as earthquakes, fires or floods.

Many of these factors are described in greater detail in the Company’s filings with the SEC, including those discussed elsewhere in this report or incorporated by reference in this report. All future written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by the previous statements. Refer also to the Risk Factors included in Item 1A.

Overview

The Company’s results for the year ended December 31, 2008 reflect the unfavorable economic conditions in 2008, including the significant decline in overall capital markets activity. Total revenue declined approximately $84.0 million, or 10%, for the year ended December 31, 2008, as compared to the same period in 2007. Capital markets services revenue, which historically has been the Company’s most profitable service offering, decreased $110.2 million, or 35%, for the year ended December 31, 2008, as compared to the same period in 2007. Shareholder reporting services revenue, which includes revenue from compliance reporting, investment management services and translation services, decreased $0.3 million for the year ended December 31, 2008, as compared to the same period in 2007. Marketing communications services revenue for the year ended December 31, 2008 increased by approximately $35.9 million, or 27%, as compared to the same periods in 2007, primarily as a result of the addition of revenue associated with the Company’s recent acquisitions. The Company reported diluted loss per

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share from continuing operations of ($1.05) for the year ended December 31, 2008, as compared to diluted earnings per share of $0.90 for the same period in 2007.

As discussed in further detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007, in early 2008 the Company implemented several significant changes to its organizational structure to support the consolidation of its divisions into a unified model that supports Bowne’s full range of service offerings, from services related to capital markets and compliance reporting to investment management solutions and personalized, digital marketing communications. These modifications were made in response to the evolving needs of clients, who are increasingly asking for services that span Bowne’s full range of offerings. As a result of these changes, the Company evaluated the impact on segment reporting and made certain changes to its segment reporting in the first quarter of 2008. As such, the Company now has one reportable segment, which is consistent with how the Company is structured and managed. The Company had previously reported two reportable segments: Financial Communications and Marketing & Business Communications. The consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 have been presented to reflect one reportable segment in accordance with SFAS No. 131.

Acquisition Activity

During the year ended December 31, 2008, the Company acquired the following businesses:

In February 2008, the Company acquired GCom² Solutions, Inc. (“GCom”) for $46.3 million in cash. The acquisition included working capital valued at approximately $3.8 million. This acquisition expanded the Company’s shareholder reporting services offerings in the United States, the United Kingdom, Ireland and Luxembourg.

In April 2008, the Company acquired the digital print business of Rapid Solutions Group (“RSG”), a subsidiary of Janus Capital Group Inc., for $14.5 million in cash, which included preliminary working capital estimated at $5.0 million. Pursuant to the asset purchase agreement, actual working capital greater than $5.0 million was for the benefit of the seller. During the third quarter of 2008, the Company paid an additional $3.0 million related to the settlement of the working capital in excess of the $5.0 million that was included as part of the purchase price. RSG is a provider of end-to-end solutions for marketing and business communications clients in the financial services and healthcare industries, which enables the Company to further expand its presence in those markets.

In July 2008, the Company acquired the U.S.-based assets and operating business of Capital Systems, Inc. (“Capital”), a leading provider of financial communications based in midtown New York City for approximately $14.6 million, which included working capital estimated at $0.9 million. Capital’s former office in midtown New York City complements the Company’s existing facility in the downtown New York City financial district. Capital enables Bowne to further extend its reach into key existing verticals: investment management, compliance reporting and capital markets services. Capital provides mutual fund quarterly and annual reporting and disclosure documents, such as SEC filings, including proxy statements and 10-Ks, as well as capital markets services for equity offerings, debt deals, securitizations, and mergers and acquisitions.

Cost Reduction Initiatives

In light of the significant decline in overall capital markets activity experienced in 2008 and the uncertainty surrounding the current economic conditions, the Company reduced its workforce by approximately 900 positions (excluding acquisitions) since December 31, 2007, or approximately 25% of the Company’s total headcount. These workforce reductions included a broad range of functions and were enterprise-wide. The impact of these headcount reductions and the cost reduction initiatives described below are expected to result in annualized savings of approximately $70.0 million to $75.0 million. In 2008, the Company realized approximately $15.0 million in cost savings. In 2009, the Company expects that these initiatives will result in incremental cost savings estimated at $55.0 million to $60.0 million. These initiatives are part of the Company’s continued focus on improving its cost structure and realizing operating efficiencies, and in response to the downturn in overall capital markets activity. These cost reductions consisted of the following:

•  a reduction in the Company’s workforce by approximately 270 positions implemented during the second quarter of 2008, resulting in expected annualized cost savings of approximately $23.0 million, including $11.0 million expected in 2009;

26

•  a reduction in the Company’s workforce by approximately 400 positions implemented during the fourth quarter of 2008, resulting in expected annualized cost savings of approximately $22.0 million, including $20.0 million expected in 2009;

•  a reduction in the Company’s workforce by approximately 200 positions implemented during the first quarter of 2009, expected to result in cost savings of approximately $12.0 million in 2009; and

•  the suspension of the Company’s matching contribution to its 401(k) Savings Plan for the 2009 plan year, the elimination of normal merit increases in 2009, and a targeted reduction in travel and entertainment spending, expected to result in combined savings of approximately $15.0 million in 2009.

These cost savings initiatives are further detailed below:

During the second quarter of 2008, the Company reduced its headcount by approximately 270 positions, excluding the impact of headcount reductions associated with recent acquisitions. The reduction in workforce included a broad range of functions and was enterprise-wide. The Company also has closed its digital print facilities in Wilmington, MA and Sacramento, CA and its manufacturing and composition operations in Atlanta, GA. Work that was produced in these facilities has been transferred to the Company’s other facilities or moved to outsourcing providers. The Company expects that these actions will result in annualized savings of approximately $23.0 million, including approximately $12.0 million in 2008 and $11.0 million expected in 2009. The related restructuring charges resulting from these actions resulted in a pre-tax charge of approximately $15.1 million recognized primarily during the second and third quarters of 2008.

The Company reduced its workforce by approximately 400 positions in the fourth quarter of 2008. This initiative included a broad range of functions and was enterprise-wide. The reduction is expected to result in annualized cost savings of approximately $22.0 million, including $20.0 million expected in 2009, and resulted in a fourth quarter pre-tax restructuring charge of approximately $7.8 million. Included in these actions were headcount reductions related to the outsourcing of the Company’s domestic information technology support services.

In January 2009, the Company reduced its workforce by an additional 200 positions, or 6% of the Company’s total headcount. The reduction in workforce included a broad range of functions and was enterprise-wide. The Company estimates that the related restructuring charges, primarily severance and other employee-related costs, resulting from these actions will result in a first quarter 2009 pre-tax charge of $4.0 million, and will result in cost savings of $12.0 million in 2009.

In 2006 and 2007, the Company implemented cost savings measures which were designed to eliminate $35.0 million in costs over a three-year period. In the first two years of the three-year program, a total of $28.0 million in annual cost reductions was achieved. In 2008, Bowne eliminated an additional $9.0 million in costs, which are estimated to result in annual aggregate savings of approximately $37.0 million over the three-year period, exceeding the original target. These actions are a continuation of initiatives put into place in 2007, including the full year benefit of the conversion to a cash balance pension plan, the reduction in the Company’s annual lease cost at its corporate headquarters related to the downsizing of space occupied, and the integration of certain manufacturing facilities completed in the second half of 2007.

The Company also completed the following actions related to the integration of recent acquisitions:

•  the Company closed one of the two digital print facilities in Dallas, TX that were acquired as part of the acquisition of Alliance Data Mail Services in November 2007. Work that was produced in this facility has been migrated primarily to the Company’s print facilities in West Caldwell, NJ, South Bend, IN, and Santa Fe Springs, CA.

•  the Company closed the digital print facility located in Aston, PA, which was acquired as part of the acquisition of GCom in February 2008. Work that was produced in this facility has been migrated to the Company’s print facility in Secaucus, NJ.

•  the Company closed the digital print facilities located in Melville, NY and Mt. Prospect, IL which were acquired as part of the acquisition of RSG. Work that was produced in these facilities has been migrated primarily to the Company’s print facilities in West Caldwell, NJ, South Bend, IN and Houston, TX.

The closure of these facilities was completed primarily during the third and fourth quarters of 2008, and approximately 400 positions were eliminated as part of the synergies of these acquisitions. The Company believes

27

that these actions will result in combined annualized cost savings from pre-acquisition levels of spending of approximately $23.0 million, including approximately $9.0 million realized in 2008. The shut down and integration of these operations are expected to result in costs of approximately $23.0 million, of which approximately $6.0 million was accrued as part of the cost of these acquisitions. Through December 31, 2008, approximately $14.1 million has been included in integration expense for these acquisitions and approximately $2.4 million has been capitalized as a component of the Company’s property, plant and equipment. The remaining $0.5 million will be capitalized as a component of the Company’s property, plant and equipment in 2009.

In addition, the Company also anticipates costs of approximately $1.5 million to $2.0 million related to the integration of Capital, which will primarily be recorded as integration expense (approximately $1.0 million has been recorded as integration expense for this acquisition through December 31, 2008).

Items Affecting Comparability

The following table summarizes the expenses incurred for restructuring, integration and asset impairment charges for the last three years:

	2008		2007		2006
	(In thousands, except per share data)
Total restructuring, integration and asset impairment charges	$	39,329	$	17,001	$	14,159
After tax impact	$	23,235	$	10,476	$	8,701
Per share impact	$	0.85	$	0.32	$	0.28

The charges recorded in 2008 primarily represent the following: (i) costs related to the Company’s headcount reductions, as previously discussed; (ii) integration costs of approximately $14.1 million, primarily related to the Company’s recent acquisitions; (iii) costs related to the closure of the Company’s digital print facilities in Wilmington, MA and Sacramento, CA and its manufacturing and composition operations in Atlanta, GA; and (iv) costs associated with the consolidation of the Company’s digital print facility in Milwaukee, WI with its existing facility in South Bend, IN. The amounts above include certain non-cash asset impairments amounting to $631, $6,588 and $2,550 for the years ended December 31, 2008, 2007 and 2006, respectively. Further discussion of the restructuring, integration and asset impairment activities is included in the results of operations, which follows, as well as in Note 9 to the Consolidated Financial Statements.

The following non-recurring transactions also affect the comparability of results from year to year:

During 2008, the Company recognized non-cash compensation expense of $1.1 million (approximately $0.7 million after tax), or $0.02 per share, related to its Long-Term Equity Incentive Plan (“LTEIP”) that went into effect in 2006. This amount represents the remaining compensation to be vested through the settlement of the awards in March 2008, which was based on the level of performance achieved in 2007. The plan had a three-year performance cycle with an acceleration clause that was met as of December 31, 2007 based on the 2007 operating results. During 2007, the Company recognized non-cash compensation expense of $11.2 million (approximately $6.9 million after tax), or $0.21 per share, related to the LTEIP. In 2006, the Company recognized $1.5 million (approximately $0.9 million after tax), or $0.03 per share, of expense under this plan. This plan is described further in Note 17 to the Consolidated Financial Statements.

During the fourth quarter of 2008, the Company recorded a curtailment gain on its defined benefit pension plan of approximately $1.8 million (approximately $1.1 million after tax) or $0.04 per share, resulting from reductions in the Company’s workforce during 2008, which is described in more detail in Note 12 to the Consolidated Financial Statements.

During 2007, the Company sold its shares of an equity investment and recognized a gain on the sale of $9.2 million (approximately $5.7 million after tax), or $0.17 per share, which is described further in Note 8 to the Consolidated Financial Statements.

During 2007, the Company recorded a curtailment gain of approximately $1.7 million (approximately $1.1 million after tax), or $0.03 per share, related to plan modifications associated with its postretirement benefit plan for its Canadian subsidiary, which is described further in Note 12 to the Consolidated Financial Statements.

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During 2007, the Company recognized tax benefits of approximately $6.7 million, or $0.20 per share, related to the completion of audits of the 2001 through 2004 federal income tax returns and recognition of previously unrecognized tax benefits, which is described further in Note 10 to the Consolidated Financial Statements.

During 2006, the Company recorded a charge of $958 (approximately $584 after tax), or $0.02 per share, related to purchased in-process research and development which is based on an allocation of the purchase price related to the Company’s acquisition of certain technology assets of PLUM Computer Consulting, Inc. (“PLUM”).

Results of Operations

As previously discussed, the Company has been realigned to operate as a unified company in 2008, and no longer operates as two separate business units. As such, the Company now has one reportable segment, which is consistent with how the Company is structured and managed. The results of operations for all periods presented reflect this current presentation.

Management uses segment profit to evaluate Company performance. Segment profit is defined as gross profit (revenue less cost of revenue) less selling and administrative expenses. Segment performance is evaluated exclusive of interest, income taxes, depreciation, amortization, restructuring, integration and asset impairment charges, and other expenses and other income. Segment profit is measured because management believes that such information is useful in evaluating the Company’s results relative to other entities that operate within the same industry. Segment profit is also used as the primary financial measure for purposes of evaluating financial performance under the Company’s annual incentive plan.

Year Ended December 31, 2008 compared to Year Ended December 31, 2007

	Years Ended December 31,												Year Over Year
				% of						% of			Favorable/(Unfavorable)
	2008			Revenue			2007			Revenue			$ Change			% Change
	(Dollars in thousands)
Capital markets services revenue:
Transactional services	$	189,737			25	%	$	304,431			36	%	$	(114,694	)		(38	)%
Virtual Dataroom (“VDR”) services		13,714			2			9,185			1			4,529			49
Total capital markets services revenue		203,451			27			313,616			37			(110,165	)		(35	)
Shareholder reporting services revenue:
Compliance reporting		171,092			22			186,005			22			(14,913	)		(8	)
Investment management		173,605			23			161,369			19			12,236			8
Translation services		16,932			2			14,554			2			2,378			16
Total shareholder reporting services revenue		361,629			47			361,928			43			(299	)		—
Marketing communications services revenue		166,704			22			130,843			15			35,861			27
Commercial printing and other revenue		34,861			4			44,230			5			(9,369	)		(21	)
Total revenue		766,645			100			850,617			100			(83,972	)		(10	)
Cost of revenue		(525,047	)		(69	)		(531,230	)		(62	)		6,183			1
Gross profit		241,598			31			319,387			38			(77,789	)		(24	)
Selling and administrative expenses		(208,374	)		(27	)		(242,118	)		(29	)		33,744			14
Segment profit	$	33,224			4	%	$	77,269			9	%	$	(44,045	)		(57	)%

Revenue

Total revenue decreased $83,972 , or 10%, to $766,645 for the year ended December 31, 2008 as compared to 2007. The decline in revenue is primarily attributed to the decrease in capital markets services revenue which reflects a reduction in overall capital market activity in 2008 as compared to 2007. Overall capital market activity in 2008 reflects a decrease in overall filing activity of approximately 25% and a 78% decrease in the number of IPOs that were completed and priced in 2008 as compared to 2007. The number of market-wide priced IPOs decreased from 264 in 2007 to 59 in 2008, with only one priced IPO occurring during the fourth quarter of 2008. This overall

29

market decline significantly impacted Bowne’s capital markets services revenue. As such, revenue from capital markets services decreased $110,165, or 35%, during the year ended December 31, 2008 as compared to 2007. The Company’s transactional revenue from capital markets activity in 2008 ($189.7 million) was at its lowest level since the mid 1990’s. In addition, transactional revenue from capital markets activity in the third and fourth quarters of 2008 also represents some of the lowest quarterly levels the Company has experienced since the mid 1990’s. Included in capital markets services revenue for the year ended December 31, 2008 is $13,714 of revenue related to the Company’s VDR services, which increased 49% as compared to 2007. The increase in VDR revenue is a direct result of the Company’s focus on the sales and marketing of its new products, including an increase in the VDR services sales force in 2008. Included in capital markets services revenue was $2,915 of revenue related to the acquisition of Capital.

Shareholder reporting services revenue decreased slightly to $361,629 during the year ended December 31, 2008 as compared to 2007. Shareholder reporting services includes revenue from compliance reporting, investment management and translation services. Compliance reporting revenue decreased approximately 8% for the year ended December 31, 2008 as compared to the same period in 2007. The decrease was partially offset by increases in investment management services revenue and translation services revenue of $12,236, or 8%, and $2,378, or 16%, respectively, during the year ended December 31, 2008 as compared to 2007. The decrease in compliance reporting revenue is due to several factors, including: (i) non-recurring jobs in 2007, (ii) fewer filings and (iii) competitive pricing pressure. Compliance reporting revenue in 2007 benefited from new SEC regulations regarding executive compensation proxy disclosures, resulting in more extensive disclosure requirements and an increased amount of work related to the initial preparation of these new disclosures. Compliance reporting revenue in 2007 also benefited from larger non-recurring special notice and proxy jobs in 2007 as compared to 2008. In addition, compliance reporting revenue in 2008 was partially impacted by electronic delivery of compliance documents, resulting in lower print volumes and activity levels for certain clients in 2008 as compared to 2007. Included in compliance revenue was $2,041 of revenue related to the acquisition of Capital. The increase in investment management revenue is primarily a result of the addition of $18,126 of revenue from the acquisitions of GCom and Capital. The increase in translation services revenue is due to the addition of new clients and increased work from existing clients, primarily in the European market during 2008.

Marketing communications services revenue increased $35,861, or 27%, during the year ended December 31, 2008 as compared to 2007, primarily due to the addition of $56,215 of combined revenue from the Company’s recent acquisitions, including: Alliance Data Mail Services (acquired in 2007), GCom and RSG. The increase in revenue from these acquisitions was partially offset by a decline in revenue generated by the legacy business due to lower activity levels from existing customers and the loss of certain accounts in 2008 as compared to 2007.

Commercial printing and other revenue decreased approximately 21% for the year ended December 31, 2008 as compared to 2007, primarily due to lower activity levels in 2008 as a result of the general downturn in the economy and competitive pricing pressure.

	Years Ended December 31,										Year Over Year
			% of					% of			Favorable/(Unfavorable)
Revenue by Geography:	2008		Revenue			2007		Revenue			$ Change			% Change
	(Dollars in thousands)
Domestic (United States)	$	618,709		81	%	$	658,158		77	%	$	(39,449	)		(6	)%
International		147,936		19			192,459		23			(44,523	)		(23	)
Total revenue	$	766,645		100	%	$	850,617		100	%		(83,972	)		(10	)%

Revenue from the domestic market decreased 6% to $618,709 for the year ended December 31, 2008, compared to $658,158 for the year ended December 31, 2007. This decrease is primarily due to a substantial reduction in capital markets services revenue, and was partially offset by revenue associated with the Company’s recent acquisitions, as discussed above.

Revenue from the international markets decreased 23% to $147,936 for the year ended December 31, 2008, as compared to $192,459 for the year ended December 31, 2007. Revenue from the international markets primarily reflects a reduction in capital markets services revenue, primarily due to lower overall capital markets activity in 2008 and a large non-recurring job in Europe that occurred in 2007. These decreases were partially offset by an

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increase in translation services revenue in Europe as a result of the addition of new clients and the addition of revenue resulting from the acquisition of GCom. The change in exchange rate did not significantly impact total revenue from international markets for the year ended December 31, 2008 as compared to the prior year.

Gross Profit

Gross profit decreased $77,789, or 24%, for the year ended December 31, 2008 as compared to 2007 and the gross margin percentage decreased to approximately 31% for the year ended December 31, 2008 as compared to a gross margin percentage of 38% for the year ended December 31, 2007. The decrease in gross profit was primarily due to the decrease in capital markets services revenue, which historically is the Company’s most profitable class of service. Also contributing to the decrease in gross margin percentage was the margin contribution from its recently acquired businesses, which generated lower gross margin percentages in 2008 than the Company’s historical revenue streams. Combined revenue for these acquisitions during the year ended December 31, 2008 was $80,639 with a gross profit contribution of $11,270, resulting in a gross margin percentage of approximately 14%. The lower gross profit contribution from these acquired businesses includes a high cost structure that remained in place for part of 2008, as the Company was in the process of completing the integration of these acquired businesses. These integrations have been substantially completed in the latter part of 2008, and the Company expects its gross margin percentage to improve as it realizes the full benefit of the recent consolidation of its facilities and operations and the completion of its integrated manufacturing platform including the integration of its recent acquisitions. Excluding the results of the recent acquisitions during the year ended December 31, 2008, gross margin percentage would have been approximately 34%, a decrease of four percentage points as compared to 2007.

Selling and Administrative Expenses

Selling and administrative expenses decreased $33,744, or 14%, for the year ended December 31, 2008 as compared to 2007. The decrease is primarily due to decreases in incentive compensation and expenses directly associated with sales, such as bonuses and commissions, and the favorable impact of recent cost savings measures, including the Company’s headcount reductions that occurred during 2008, the reduction of leased space at the Company’s New York City facility, and cost savings related to the decrease in pension costs. The Company will not pay bonuses for 2008 under its annual incentive plan based on the 2008 results of operations. Also contributing to the decrease in selling and administrative expenses is a decrease in stock-based compensation expense for the year ended December 31, 2008 as compared to 2007, primarily related to the reduction in compensation expense recognized under the Company’s equity incentive compensation plans, which is discussed further in Note 17 to the Consolidated Financial Statements. In addition, selling and administrative expenses for the year ended December 31, 2008 was reduced by a curtailment gain of approximately $1.8 million recognized by the Company related to its defined benefit pension plan, which resulted from reductions in the Company’s workforce during 2008. This is discussed further in Note 12 to the Consolidated Financial Statements. Partially offsetting the decrease in selling and administrative expenses for the year ended December 31, 2008 as compared to 2007 was an increase in costs associated with increasing the VDR and translation services sales force during 2008 and increased labor costs as a result of the Company’s recent acquisitions. In addition, bad debt expense for the year ended December 31, 2008 increased by approximately $3.3 million, primarily a result of the current economic conditions. As a percentage of revenue, overall selling and administrative expenses improved to 27% for the year ended December 31, 2008 as compared to 29% in 2007.

While the Company experienced costs savings in 2008 related to the changes to its pension plan as discussed further in Note 12 to the Consolidated Financial Statements, the Company expects that pension expense will increase by approximately $6.0 million in 2009, as a result of declines in the value of plan assets. This increase in pension expense will be offset by the savings resulting from the suspension of the matching contribution to the 401(k) Savings Plan for the 2009 plan year (expected to result in approximately $6.0 million of savings) and by additional headcount reductions that occurred in January 2009 (expected to result in annualized savings of approximately $12.0 million).

Segment Profit

As a result of the foregoing, segment profit of $33,224 (as defined in Note 19 to the Consolidated Financial Statements) decreased 57% for the year ended December 31, 2008 as compared to 2007 and segment profit as a percentage of revenue decreased to approximately 4% for the year ended December 31, 2008 as compared to 9% in

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2007. The decrease in segment profit is primarily a result of the substantial reduction in capital markets services revenue due to the unfavorable market conditions in 2008, which historically is the Company’s most profitable class of service. Segment profit for the year ended December 31, 2008 includes a profit of approximately $4.3 million on revenue of $80.6 million related to the operation of the Company’s recent acquisitions, which were substantially integrated into the Company’s operations during the fourth quarter of 2008. Refer to Note 19 of the Consolidated Financial Statements for additional segment financial information and reconciliation of segment profit to (loss) income from continuing operations before income taxes.

Other Factors Affecting Net Income

	Years Ended December 31,												Year Over Year
				% of						% of			Favorable/(Unfavorable)
	2008			Revenue			2007			Revenue			$ Change			% Change
	(Dollars in thousands)
Depreciation	$	(28,491	)		(4	)%	$	(27,205	)		(3	)%	$	(1,286	)		(5	)%
Amortization	$	(4,606	)		(1	)%	$	(1,638	)		—		$	(2,968	)		(181	)%
Restructuring, integration and asset impairment charges	$	(39,329	)		(5	)%	$	(17,001	)		(2	)%	$	(22,328	)		(131	)%
Gain on sale of equity investments		—			—		$	9,210			1	%	$	(9,210	)		(100	)%
Interest expense	$	(6,019	)		(1	)%	$	(5,433	)		(1	)%	$	(586	)		(11	)%
Other income, net	$	5,561			1	%	$	1,127			—		$	4,434			393	%
Income tax benefit (expense)	$	10,774			1	%	$	(9,002	)		(1	)%	$	19,776			220	%
Effective tax rate		27.2	%					24.8	%
Income (loss) from discontinued operations	$	5,719			1	%	$	(223	)		—		$	5,942			2,665	%

Depreciation and amortization expense increased for the year ended December 31, 2008 as compared to the same period in 2007 primarily due to depreciation and amortization expense recognized in 2008 related to the Company’s recent acquisitions. The increases in depreciation expense were partially offset by decreases in depreciation expense recognized for the year ended December 31, 2007 for facilities that were subsequently closed in connection with the consolidation of the Company’s manufacturing platform.

Restructuring, integration and asset impairment charges for the year ended December 31, 2008 were $39,329 as compared to $17,001 in 2007. The charges incurred during the year ended December 31, 2008 consisted of: (i) costs related to the Company’s workforce reductions that were implemented during 2008; (ii) integration costs of approximately $14.1 million primarily related to the Company’s recent acquisitions; (iii) costs related to the closure of the Company’s digital print facilities in Wilmington, MA and Sacramento, CA and its manufacturing and composition operations in Atlanta, GA; and (iv) costs associated with the consolidation of the Company’s digital print facility in Milwaukee, WI with its existing facility in South Bend, IN. The charges incurred for the year ended December 31, 2007 primarily consisted of: (i) severance and integration costs related to the integration of the St Ives Financial Business; (ii) facility exit costs and asset impairment charges related to the reduction of leased space at the Company’s New York City facility; (iii) facility exit costs related to leased warehouse space; (iv) Company-wide workforce reductions; and (v) an asset impairment charge of $2.1 million related to the goodwill associated with the Company’s JFS Litigators Notebook^® (“JFS”) business. The JFS business was sold in September 2008 for approximately $400, and the Company recognized a pre tax loss on the sale of approximately $132 in 2008.

Interest expense increased $586, or 11%, for the year ended December 31, 2008 as compared to 2007, primarily due to interest resulting from borrowings on the Company’s revolving credit facility during 2008. Offsetting the increase in interest expense was a decrease in the interest expense accrued under the Company’s convertible subordinated debentures (the “Notes”) during the fourth quarter of 2008, as a result of the redemption of approximately $66.7 million of the Notes on October 1, 2008.

Other income increased $4,434 for the year ended December 31, 2008 as compared to 2007, primarily due to foreign currency gains of $2,822 for the year ended December 31, 2008 as compared to foreign currency losses of $1,526 in 2007, as a result of the improvement in the U.S. dollar compared to other currencies during the second half of 2008. Also contributing to the increase in other income was the reduction of legal reserves in 2008 resulting from

32

the withdrawal of outstanding legal claims from prior years. Other income in 2008 was negatively impacted by a decrease in interest income for the year ended December 31, 2008 as compared to the same period in 2007, primarily due to a decrease in the average balance of interest bearing cash in 2008 as compared to 2007 and the liquidation of approximately $35.6 million of the Company’s short-term marketable securities during 2008, which is discussed in more detail in Note 5 to the Consolidated Financial Statements.

Income tax benefit for the year ended December 31, 2008 was $10,774 on pre-tax loss from continuing operations of ($39,660) compared to income tax expense of $9,002 on pre-tax income from continuing operations of $36,329 in 2007. The effective tax rates for the year ended December 31, 2008 and 2007 were 27.2% and 24.8%, respectively.

Income from discontinued operations for the year ended December 31, 2008 was $5,719 as compared to a loss from discontinued operations of ($223) in 2007. This increase is primarily due to the recognition of previously unrecognized tax benefits of approximately $5.8 million related to the Company’s discontinued outsourcing and globalization businesses during the third quarter of 2008, which is discussed further in Note 10 to the Consolidated Financial Statements.

As a result of the foregoing, net loss for the year ended December 31, 2008 was ($23,167) as compared to net income of $27,104 for the year ended December 31, 2007.

Domestic Versus International Results of Operations

The Company has operations in the United States, Canada, Europe, Central America, South America and Asia. Domestic and international components of (loss) income from continuing operations before income taxes for the years ended December 31, 2008 and 2007 are as follows:

	Years Ended
	December 31,
	2008			2007
Domestic (United States)	$	(43,457	)	$	15,180
International		3,797			21,149
(Loss) income from continuing operations before taxes	$	(39,660	)	$	36,329

The decrease in domestic and international pre-tax income from continuing operations is primarily due to the substantial reduction in capital markets services revenue for the year ended December 31, 2008, as previously discussed. In addition, the domestic and international results for the year ended December 31, 2008 include approximately $36.8 million and $2.5 million, respectively, of restructuring and integration costs. Domestic results of operations include shared corporate expenses such as: administrative, legal, finance and other support services that primarily are not allocated to the Company’s international operations.

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Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

	Years Ended December 31,												Year Over Year
				% of						% of			Favorable/(Unfavorable)
	2007			Revenue			2006			Revenue			$ Change			% Change
	(Dollars in thousands)
Capital markets services revenue:
Transactional services	$	304,431			36	%	$	298,363			36	%	$	6,068			2	%
VDR services		9,185			1			3,115			—			6,070			195
Total capital markets services revenue		313,616			37		$	301,478			36			12,138			4
Shareholder reporting services revenue:
Compliance reporting		186,005			22			175,186			21			10,819			6
Investment management		161,369			19			157,235			19			4,134			3
Translation services		14,554			2			12,296			1			2,258			18
Total shareholder reporting services revenue		361,928			43			344,717			41			17,211			5
Marketing communications services revenue		130,843			15			129,266			16			1,577			1
Commercial printing and other revenue		44,230			5			58,273			7			(14,043	)		(24	)
Total revenue		850,617			100			833,734			100			16,883			2
Cost of revenue		(531,230	)		(62	)		(543,502	)		(65	)		12,272			2
Gross profit		319,387			38			290,232			35			29,155			10
Selling and administrative expenses		(242,118	)		(29	)		(224,011	)		(27	)		(18,107	)		(8	)
Segment profit	$	77,269			9	%	$	66,221			8	%	$	11,048			17	%

Revenue

Total revenue increased $16,883, or 2%, for the year ended December 31, 2007 as compared to the year ended December 31, 2006. The increase in revenue was primarily attributed to the increase in revenue from capital markets services, which reflects increased IPO activity in 2007 as compared to 2006. As such, revenue from capital markets services increased $12,138, or 4%, to $313,616 for the year ended December 3, 2007 as compared to $301,478 in 2006. Included in capital markets services revenue for the year ended December 31, 2007 was $9,185 of revenue related to the Company’s VDR services, which represents a substantial increase as compared to the same period in 2006. Also, contributing to the increase in capital markets services revenue was the addition of approximately $17.0 million of revenue from the acquisition of the St Ives Financial business, which was acquired in January 2007.

Shareholder reporting services revenue increased $17,211, or 5%, to $361,928 for the year ended December 31, 2007 as compared to $344,717 in 2006. Compliance reporting revenue increased 6% for the year ended December 31, 2007 as compared to 2006, and investment management revenue increased 3% for the year ended December 31, 2007 as compared to 2006. Also, there was an increase in translation services revenue of 18% for the year ended December 31, 2007 as compared to 2006. The increase in compliance reporting revenue was partly due to new SEC regulations and more extensive disclosure requirements in 2007, including new executive compensation proxy rules. The increases in revenue from the investment management and translation services were primarily due to the addition of several new clients and additional work from existing clients in 2007 as compared to 2006.

Marketing communications services revenue increased slightly for the year ended December 31, 2007 as compared to 2006, primarily due to the increase in revenue generated by the Company’s legacy business in 2007 and the addition of approximately $6.1 million of combined revenue from the acquisitions of St Ives Financial, as discussed above, and Alliance Data Mail Services, which was acquired in November 2007. This increase is partially offset by non-recurring revenue that occurred in 2006, including revenue related to the initial rollout of the Medicare Part D open enrollment program in 2006, revenue from Vestcom’s retail customers that transferred back

34

to Vestcom as part of the transition services agreement and other Vestcom transition revenue in 2006, which did not occur in 2007.

	Years Ended December 31,										Year Over Year
			% of					% of			Favorable/(Unfavorable)
Revenue by Geography:	2007		Revenue			2006		Revenue			$ Change		% Change
	(Dollars in thousands)
Domestic (United States)	$	658,158		77	%	$	647,265		78	%	$	10,893		2	%
International		192,459		23			186,469		22			5,990		3
Total revenue	$	850,617		100	%	$	833,734		100	%		16,883		2	%

Revenue from the international markets increased 3.2% to $192,459 for the year ended December 31, 2007, as compared to $186,469 in 2006, primarily due to the weakness in the U.S. dollar compared to foreign currencies. Revenue from international markets reflects an increase in non-capital markets services in Europe and capital markets services in Brazil during the year ended December 31, 2007 as compared to 2006. This increase was partially offset by a decrease in Canada during 2007 as compared to 2006, primarily due to a decline in revenue from commercial printing and investment management services. In 2006, Canada results benefited from a change in mutual fund disclosure regulations that required all mutual fund companies to include a management report on fund performance in their fund reports. It also allowed the mutual fund companies to request from the fund holders the ability to continue receiving the annual/semi-annual fund reports (including the new management report). As a result, Canada experienced a significant increase in its mutual fund services business in 2006 but experienced a decline in 2007 due to several fund holders electing not to continue to receive the management report. At constant exchange rates, revenue from international markets decreased 2.5% for the year ended December 31, 2007 compared to 2006.

Gross Profit

Gross profit increased $29,155, or 10%, for the year ended December 31, 2007 as compared to 2006, and the gross margin percentage increased by three percentage points, to 38%, for the year ended December 31, 2008 as compared to a gross margin percentage of 35% in 2006. The increase in gross profit was primarily due to the favorable impact of strategic initiatives implemented by the Company, including cost savings measures. The results for 2007 also included the favorable impact of the decrease in pension costs and the curtailment gain related to the Canadian postretirement benefit plan, which is discussed in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

Selling and Administrative Expenses

Selling and administrative expenses increased by approximately $18,107, or 8%, to $242,118 for the year ended December 31, 2007 as compared to 2006. The increase was primarily the result of expenses that are directly associated with sales, such as selling expenses (including commissions and bonuses) and costs associated with the addition of the St Ives Financial sales staff. As a percentage of revenue, overall selling and administrative expenses increased to 29% for the year ended December 31, 2007 as compared to 27% in 2006. Selling and administrative expenses include the non-cash stock compensation expenses associated with the Company’s long-term equity incentive compensation plan, which went into effect in July 2006. The expenses associated with the long-term equity incentive compensation plan increased approximately $9.8 million to $11.2 million in 2007 due to an increase in the amounts earned under the plan as a result of the improved results of operations in 2007 as compared to 2006. The 2007 expense also includes approximately $5.3 million as a result of the acceleration of the payout of the awards as described in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007. Partially offsetting the increase in selling and administrative expenses in 2007 were higher facility costs in 2006 related to higher rental costs, duplicate facility costs resulting from overlapping leases and costs associated with the move of the Company’s corporate office and New York City based operations. In addition, bad debt expense decreased approximately $1.2 million in 2007 as compared to 2006, a direct result of improved billing and collection efforts.

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Segment Profit

As a result of the foregoing, segment profit (as defined in Note 19 to the Consolidated Financial Statements) increased 17% for the year ended December 31, 2007 as compared to 2006 and segment profit as a percentage of revenue increased one percentage point to 9% for the year ended December 31, 2007 as compared to segment profit of 8% in 2006. The increase in segment profit was primarily a result of the increase in revenue and the favorable impact of strategic initiatives implemented by the Company, including cost saving measures. Refer to Note 19 of the Consolidated Financial Statements for additional segment financial information and reconciliation of segment profit to income from continuing operations before income taxes.

Other Factors Affecting Net Income

	Years Ended December 31,												Year Over Year
				% of						% of			Favorable/(Unfavorable)
	2007			Revenue			2006			Revenue			$ Change			% Change
	(Dollars in thousands)
Depreciation	$	(27,205	)		(3	)%	$	(25,397	)		(3	)%	$	(1,808	)		(7	)%
Amortization	$	(1,638	)		—		$	(534	)		—		$	(1,104	)		(207	)%
Restructuring, integration and asset impairment charges	$	(17,001	)		(2	)%	$	(14,159	)		(2	)%	$	(2,842	)		(20	)%
Purchased in-process research and development		—			—		$	(958	)		—		$	958			100	%
Interest expense	$	(5,433	)		(1	)%	$	(5,477	)		(1	)%	$	44			1	%
Gain on sale of equity investment	$	9,210			1	%		—			—		$	9,210			100	%
Other income, net	$	1,127			—		$	3,340			—		$	(2,213	)		(66	)%
Income tax expense	$	(9,002	)		(1	)%	$	(10,800	)		(1	)%	$	1,798			17	%
Effective tax rate		24.8	%					46.9	%
Loss from discontinued operations	$	(223	)		—		$	(14,004	)		(2	)%	$	13,781			98	%

Depreciation and amortization expense increased for the year ended December 31, 2007, compared to 2006, primarily due to depreciation and amortization expense recognized in 2007 related to the Company’s acquisitions in 2007 and the increase in capital expenditures in recent years.

There were approximately $17,001 in restructuring, integration, and asset impairment charges during the year ended December 31, 2007, as compared to $14,159 in 2006. The charges incurred in 2007 consisted of: (i) facility exit costs and asset impairment charges related to the reduction of leased space at the Company’s New York City facility; (ii) severance and integration costs related to the integration of the St Ives Financial business; (iii) Company-wide workforce reductions; (iv) facility exit costs and asset impairment charges, including the consolidation of the Company’s digital print facility in Milwaukee, WI with its existing print facility in South Bend, IN, the consolidation of the Company’s former facility in Philadelphia with the newly acquired Philadelphia facility previously occupied by St Ives, and facility exit costs related to leased warehouse space; and (v) an asset impairment charge of $2.1 million related to the goodwill associated with the Company’s JFS business. The charges incurred in 2006 primarily represent costs related to an asset impairment charge related to the consolidation of marketing and communications facilities and severance and integration costs associated with the integration of the workforce, additional workforce reductions in certain locations and the closing of a portion of the Company’s facility in Washington, D.C.

The Company recorded a charge of $958 related to purchased in-process research and development during the year ended December 31, 2006 which was based on an allocation of the purchase price related to the Company’s acquisition of certain technology assets of PLUM.

The Company recognized a gain of $9,210 in 2007 related to the sale of its shares of an equity investment, as discussed in Note 8 to the Consolidated Financial Statements.

Other income decreased $2,213 for the year ended December 31, 2007 as compared to 2006 primarily due to foreign currency losses in 2007 driven by the weakness in the U.S. dollar compared to other currencies. In addition, there was a decrease in interest income received from the Company’s investments in short-term marketable

36

securities due to a decrease in the average balance of interest bearing cash and short-term marketable securities in 2007 as compared to 2006.

Income tax expense for the year ended December 31, 2007 was $9,002 on pre-tax income from continuing operations of $36,329 compared to $10,800 on pre-tax income from continuing operations of $23,036 in 2006. The effective tax rate for the year ended December 31, 2007 was 24.8%, which was significantly lower than the effective tax rate for the year ended December 31, 2006 of 46.9%, primarily due to tax benefits of approximately $6,681 related to the completion of audits of the 2001 through 2004 federal income tax returns and recognition of previously unrecognized tax benefits.

The 2007 results from discontinued operations primarily include adjustments to accruals related to the Company’s discontinued litigation solutions and globalization businesses. The 2006 results from discontinued operations include: (i) the net gain on the sale of the assets of the Company’s joint venture investment in CaseSoft, (ii) the net loss on the sale of the Company’s DecisionQuest^® business, (iii) the operating results of DecisionQuest until its sale, including an asset impairment charge of approximately $13.3 million related to the impairment of its goodwill, (iv) the exit costs associated with leased facilities formerly occupied by discontinued businesses, and (v) the operating results of the document scanning and coding business until its sale.

As a result of the foregoing, net income for the year ended December 31, 2007 was $27,104 as compared to net loss of $1,768 for the year ended December 31, 2006.

Domestic Versus International Results of Operations

Domestic (U.S.) and international components of income from continuing operations before income taxes for 2007 and 2006 were as follows:

	Years Ended December 31,
	2007		2006
Domestic (United States)	$	15,180	$	4,317
International		21,149		18,719
Income from continuing operations before taxes	$	36,329	$	23,036

The increase in domestic and international pre-tax income from continuing operations was primarily due to the favorable impact of the cost savings and strategic initiatives implemented by the Company. Also contributing to the increase in domestic pre-tax income was the improvement in segment profit resulting from the synergies obtained from the integration of Vestcom’s marketing and communications business, and the gain of $9.2 million in 2007 related to the Company’s sale of an equity investment, as previously discussed. Domestic results of operations include shared corporate expenses such as: administrative, legal, finance and other support services that primarily are not allocated to the Company’s international operations.

2009 Outlook

The following statements and certain statements made elsewhere in this document are based upon current expectations. These statements are forward looking and are subject to factors that could cause actual results to differ materially from those suggested here, including demand for and acceptance of the Company’s services, new technological developments, competition and general economic or market conditions, particularly in the domestic and international capital markets. Refer also to the Cautionary Statement Concerning Forward Looking Statements included at the beginning of this Item 7, and the Risk Factors included in Item 1A.

	Full Year 2009
Revenue:
Transactional services		$120 to $175 million
Total		$700 to $770 million
Segment profit (excludes restructuring, integration and asset impairment charges)		$40 to $60 million

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Liquidity and Capital Resources

Liquidity and Cash Flow information:	2008			2007			2006
Working capital	$	92,569		$	108,949		$	169,764
Current ratio		1.84 to 1			1.54 to 1			2.32 to 1
Net cash provided by operating activities	$	6,740		$	94,889		$	4,110
Net cash (used in) provided by investing activities	$	(63,242	)	$	(30,224	)	$	6,128
Net cash provided by (used in) financing activities	$	6,928		$	(46,220	)	$	(63,555	)
Capital expenditures	$	(22,119	)	$	(20,756	)	$	(28,668	)
Purchases of treasury stock	$	—		$	(51,749	)	$	(68,558	)
Acquisitions, net of cash acquired	$	(79,495	)	$	(25,791	)	$	(32,923	)
Average days sales outstanding		70			68			73

Overall working capital decreased approximately $16.4 million as of December 31, 2008 as compared to December 31, 2007. Working capital for 2007 reflects the Company’s $75.0 million convertible subordinated debentures (the “Notes”) as a current liability due to the redemption and repurchase features that were able to occur on October 1, 2008. The redemption of the Notes is discussed further below. Excluding this classification in 2007, working capital would have been $183,949, and the current ratio would have been 2.46 to 1. The change in working capital from 2007 to 2008 is primarily attributed to: (i) reduced cash provided by operating activities due to lower revenue in 2008, resulting in additional borrowings under the revolving credit facility, (ii) cash used in the recent acquisitions of Alliance Data Mail Services, GCom, RSG and Capital; (iii) cash used in the partial redemption of the Notes as discussed further below; (iv) cash used to pay restructuring and integration related expenses associated with the Company’s recent acquisitions and the Company’s reorganization, which is discussed in more detail in Note 9 to the Consolidated Financial Statements; and (v) cash used for capital expenditures. Also, contributing to the decrease in working capital is the classification of approximately $3.1 million of auction rate securities, at par, as a noncurrent asset as of December 31, 2008, which is discussed in more detail in Note 5 to the Consolidated Financial Statements. These decreases are partially offset by a decrease in accrued employee compensation and benefits, as a result of the decrease in accrued incentive compensation as of December 31, 2008 based on the 2008 operating results and the cost savings initiatives implemented by the Company, as previously discussed.

October 1, 2008 marked the five-year anniversary of the Company’s $75.0 million Notes, and was also the first day on which the “put” and “call” option became exercisable. On this date, holders of approximately $66.7 million of the Notes exercised their right to have the Company repurchase their Notes. As a result, the Company repurchased approximately $66.7 million of the Notes in cash, at par, plus accrued interest, using borrowings under its existing revolving credit facility, and approximately $8.3 million of the Notes remain outstanding. The Company believes that the high incidence of Notes put back to the Company was primarily attributed to the adverse change in the general convertible notes market during September 2008.

During the third quarter of 2008, as an inducement to holders to not put their Notes, the Company amended the terms of the Note indenture effective October 1, 2008 for the Notes which remained outstanding on that date. The amendment increases the semi-annual cash interest payable on the Notes from 5.0% to 6.0% per annum for interest accruing for the period from October 1, 2008 to October 1, 2010. The amendment also provides the Note holders with an additional put option on October 1, 2010. In addition, the amendment changes the conversion price applicable to the Notes to $16.00 per share from $18.48 per share for the period from October 1, 2008 to October 1, 2010 and includes a make-whole table in the event of fundamental changes, including but not limited to, certain consolidations or mergers that result in a change of control of the Company during the period from October 1, 2008 until October 1, 2010. These amendments apply to the $8.3 million of Notes which remain outstanding.

The Company had $79.5 million of borrowings outstanding under its $150 million five-year senior, unsecured revolving credit facility as of December 31, 2008. The amounts outstanding under this facility are classified as long-term debt since the facility is due to expire in May 2010.

Bowne’s revolving credit facility contains customary restrictions, requirements and other limitations on its ability to incur indebtedness, including covenants that limit its ability to incur debt based on the level of its ratio of total debt to EBITDA and its ratio of EBITDA to interest expense. The Company’s ability to borrow under this

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facility is subject to compliance with certain financial and other covenants. The Company was in compliance with all financial loan covenants under the revolving credit facility as of December 31, 2008, and based upon its current projections, including the anticipated benefits of the previously mentioned cost savings initiatives and benefits of the acquisitions, the Company believes it will be in compliance with the financial loan covenants in 2009. However, further deterioration of the Company’s operating results coupled with additional borrowings on its remaining capacity under the credit facility may bring the Company much closer to its financial covenant compliance levels than in the past. Failure to comply with covenants could cause a default under the facility, and Bowne may then be required to repay the debt, or negotiate an amendment. Under those circumstances, other sources of capital may not be available to the Company, or be available only on unattractive terms. The Company is not subject to any financial covenants under the Notes other than cross default provisions.

As of March 1, 2009, the Company had $105.5 million outstanding under the existing facility, which reflects the normal seasonal increase in borrowing in the first quarter. As of March 1, 2009, the Company has approximately $9.3 million of letters of credit outstanding. As such, total available borrowings under the credit facility as of March 1, 2009 are approximately $35.2 million.

The Company is in discussions with the members of its bank group to amend and extend its existing revolving credit facility. Such amendment and extension is expected to be completed in the near future. However, there is no assurance that the full amount of this facility will be amended and extended.

Capital expenditures for the year ended December 31, 2008 were $22.1 million, which includes approximately $2.4 million related to the integration of the Company’s recent acquisitions. Capital expenditures for the year ended December 31, 2007 were $20.8 million, which includes approximately $3.0 million related to the consolidation and build-out of the existing space at 55 Water Street as a result of the lease modification that occurred in June 2007. Capital expenditures for the year ended December 31, 2006 were $28.7 million, which includes approximately $2.7 million associated with the relocation of the Company’s corporate office and New York City based operations to 55 Water Street, which occurred in January 2006, and approximately $3.3 million related to the relocation of its London facility during the second quarter of 2006. In addition, capital expenditures for the year ended December 31, 2006 includes approximately $5.6 million related to the integration of the Marketing and Business Communications division of Vestcom. The Company estimates that capital spending in 2009 will approximate $15.0 million to $20.0 million.

During 2008, the Company received approximately $39.4 million of cash from its international operations for U.S. working capital purposes. Additionally, as previously discussed, the Company was able to sell, at par, $35.6 million of investments in auction rate securities during 2008.

The Company relies upon its cash flow generated from operations (both domestic and foreign), timely collection of accounts receivables and its borrowing capacity to fund its working capital needs, fund capital expenditures, provide for the payment of dividends and meet its debt service requirements. The Company is actively managing its liquidity position which is presently tight given the current difficult economic climate. Some of the actions the Company has taken include: (i) the January 2009 workforce reduction, expected to result in annualized savings of approximately $12.0 million in 2009; (ii) suspension of the matching contribution to the 401(k) Savings Plan for the 2009 plan year, elimination of normal merit increases in 2009 and a targeted reduction in travel and entertainment spending, expected to result in combined savings of approximately $15.0 million in 2009; and (iii) the suspension of the payment of dividends in cash until economic conditions improve.

In February 2009, the Company issued stock dividends to its shareholders equivalent to $0.055 per share, which was based on the average sales price of the Company’s common stock for the 30-day trading period prior to the dividend record date, and equates to 0.012 shares of the Company’s common stock held as of the dividend record date. In addition, the dividends on any fractional shares were paid in cash.

The Company experiences certain seasonal factors with respect to its working capital; the heaviest demand for utilization of working capital is normally the first and second quarter. The Company’s existing borrowing capacity provides for this seasonal demand. Although the Company believes that the level of cash flow expected from operations and the remaining availability under its credit facility should be adequate to fund its operating needs in the foreseeable future, there are no assurances at this time that this will be the case.

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Cash Flows

The Company continues to focus on cash management, including managing receivables and inventory. The Company’s average days sales outstanding was 70 days in 2008 as compared to 68 days in 2007. The Company had net cash provided by operating activities of $6,740, $94,889 and $4,110 for the years ended December 31, 2008, 2007 and 2006, respectively. The decrease in net cash provided by operating activities in 2008 as compared to the same period in 2007 was primarily the result of a decrease in operating income of approximately $70.6 million for the year ended December 31, 2008 as compared to 2007, a decrease in the collection of accounts receivable for the year ended December 31, 2008 as compared to 2007, due to reduced revenue and the current economic environment and an increase in cash used to pay restructuring and integration expenses during the year ended December 31, 2008 as compared to 2007. Net cash used to pay income taxes for the year ended December 31, 2008 was $1.7 million as compared to $4.5 million during 2007, which included income tax refunds of approximately $9.0 million. Overall, cash provided by operating activities for the twelve month periods decreased by approximately $88.1 million from December 31, 2007 to December 31, 2008. The increase in cash provided by operating activities from 2006 to 2007 was impacted by the improvement in operating results and by the change in accounts receivable resulting from higher collections of receivables during 2007 as compared to 2006, as a result of improved billing and collection efforts. In addition, the increase in cash provided by operations was also attributable to the funding of costs related to the Company’s relocation of its corporate office and New York City based operations in 2006, a decrease in income taxes paid during 2007 as compared to 2006 and a decrease in the funding of the Company’s pension plans in 2007 as compared to 2006.

Net cash (used in) provided by investing activities was ($63,242), ($30,224) and $6,128 for the years ended December 31, 2008, 2007 and 2006, respectively. The increase in net cash used in investing activities in 2008 as compared to the same period in 2007 was primarily due to the increase in the cash used for acquisitions in 2008 as compared to 2007. Net cash used in acquisitions for the year ended December 31, 2008 amounted to $79,495, which consists of the acquisitions of GCom, RSG, Capital and a net working capital adjustment related to the acquisition of Alliance Data Mail Services that was received in June 2008. Net cash used in acquisitions for the year ended December 31, 2007 amounted to $25,791, which consisted of the acquisitions of St Ives Financial and Alliance Data Mail Services and an additional $3,000 related to the acquisition of certain technology assets of PLUM. The net proceeds from the sale of marketable securities was $35,459 in 2008 as compared to $3,800 in 2007. In addition, the Company received proceeds of $1,000 during the fourth quarter of 2008 related to the collection of a portion of the amount due from the sale of the Company’s DecisionQuest business that occurred in 2006. The Company also received proceeds of $1,345 during 2008 primarily related to the sale of various equipment that was not being used by the Company. Capital expenditures for the year ended December 31, 2008 were $22,119 as compared to $20,756 in 2007. The increase in net cash used in investing activities from 2006 to 2007 was primarily the result of: (i) a decrease in the net proceeds from the sale of marketable securities in 2007 due to less purchases of marketable securities in 2007 as compared to 2006, (ii) a decrease in net cash provided by discontinued operations, primarily due to the proceeds received from the sale of the assets of the Company’s joint venture investment in CaseSoft in 2006, and (iii) the net proceeds received from the sale of its DecisionQuest business in 2006. The change was partially offset by (i) net proceeds of $10,817 received from the sale of an equity investment in 2007, (ii) a decrease in the net cash used to fund acquisitions in 2007 as compared to 2006, which included net cash used in the acquisition of Vestcom’s Marketing and Business Communications division and certain technology assets of PLUM, and (iii) a decrease in capital expenditures in 2007 as compared to 2006.

The Company had net cash provided by financing activities of $6,928 for the year ended December 31, 2008, as compared to net cash used in financing activities of $46,220 and $63,555 for the years ended December 31, 2007 and 2006, respectively. The change from net cash used in financing activities in 2007 to net cash provided by financing activities in 2008 was primarily due to the Company not repurchasing any shares of its common stock in 2008 as a result of the completion of the Company’s stock repurchase program in December 2007. During the year ended December 31, 2007 the Company repurchased approximately 3.1 million shares of its common stock for $51,749. During 2008, the Company received net proceeds of $79.5 million from borrowings under its $150 million revolving credit facility, as compared to no borrowings in 2007. A significant portion of the amounts borrowed under the revolving credit facility were used in the redemption of the $66.7 million of the Notes in October 2008, as previously discussed. Offsetting the increase in cash provided by financing activities for the year ended December 31, 2008 was a decrease in the cash received from stock option exercises in 2008 as compared to

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2007. The decrease in net cash used in financing activities in 2007 as compared to 2006 primarily resulted from a decrease in the repurchase of the Company’s common stock in 2007 as compared to 2006, and a slight decrease in the cash received from stock option exercises in 2007 as compared to 2006.

Contractual Obligations, Commercial Commitments, and Off-Balance Sheet Arrangements

The Company’s debt as of December 31, 2008 primarily consists of borrowings under its $150 million unsecured revolving credit facility and the $8.3 million remaining outstanding under its convertible subordinated debentures which were amended in October 2008. The Company also leases equipment under leases that are accounted for as capital leases, where the equipment and related lease obligation are recorded on the Company’s balance sheet.

The Company and its subsidiaries also occupy premises and utilize equipment under operating leases that expire at various dates through 2026. In accordance with generally accepted accounting principles, the obligations under these operating leases are not recorded on the Company’s balance sheet. Many of these leases provide for payment of certain expenses and contain renewal and purchase options.

The Company’s contractual obligations and commercial commitments are summarized in the table below:

	Payments Due by Year
Contractual Obligations	Total		2009		2010		2011		2012		2013		Thereafter
Long-term debt obligations(1)	$	87,820	$	—	$	87,820	$	—	$	—	$	—	$	—
Operating lease obligations(2)		196,752		32,824		25,558		20,885		17,487		15,078		84,920
Capital lease obligations		2,231		842		605		370		356		58		—
Unconditional purchase obligations(3)		48,517		12,600		14,583		15,917		5,000		417		—
Total contractual cash obligations	$	335,320	$	46,266	$	128,566	$	37,172	$	22,843	$	15,553	$	84,920

(1)	Includes total borrowings outstanding under the Company’s $150 million five-year senior, unsecured revolving credit facility and the balance outstanding under the Company’s convertible subordinated debentures as of December 31, 2008, as previously discussed. These amounts are classified as non-current obligations in the above table since the credit facility expires in May 2010, and the debentures may be redeemed by the Company, or the holders of the debentures may require the Company to repurchase the debentures on October 1, 2010, as further described in Note 11 to the Consolidated Financial Statements. The Company is in discussions with the members of its bank group to amend and extend its existing revolving credit facility. Such amendment and extension is expected to be completed in the near future. However, there is no assurance that the full amount of this facility will be amended and extended.
(2)	The operating lease obligations shown in the table have not been reduced by minimum non-cancelable sublease rentals aggregating approximately $7.9 million throughout the terms of the leases. The Company remains secondarily liable under these leases in the event that the sub-lessee defaults under the sublease terms. The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreements.
(3)	Unconditional purchase obligations represent commitments for outsourced services.

As discussed in Note 13 to the Consolidated Financial Statements, the Company has long-term liabilities for deferred employee compensation, including pension, supplemental retirement plan, and deferred compensation. The payments related to the supplemental retirement plan and deferred compensation are not included above since they are dependent upon when the employee retires or leaves the Company, and whether the employee elects lump-sum or annuity payments. In addition, minimum pension funding requirements are not included above as such amounts are not available for all periods presented. The Company was not required to contribute to its defined benefit pension plan in 2008. Based on current market conditions the Company anticipates that it will contribute approximately $6.0 million to the plan in 2009. Funding requirements for subsequent years are uncertain and will significantly depend on the actual return on plan assets, whether the plan’s actuary changes any assumptions used to calculate plan funding levels, changes in the employee groups covered by the plan, and any new legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes the Company may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law. The Company estimates it will contribute approximately $1.9 million to its unfunded

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supplemental retirement plan in 2009, which represents the expected benefit payments in 2009. During 2008, the Company made approximately $2.4 million in supplemental retirement plan contributions.

As discussed further in Note 10 to the Consolidated Financial Statements, the Company had total liabilities for unrecognized tax benefits of approximately $2.9 million as of December 31, 2008, which were excluded from the table above. The Company believes that it is reasonably possible that up to approximately $0.4 million of its currently unrecognized tax benefits may be recognized by the end of 2009.

The Company has issued standby letters of credit in the ordinary course of business totaling $4,144. These letters of credit primarily expire in 2009. In addition, pursuant to the terms of the lease entered into in February 2005 for the relocation of its primary New York City offices, the Company delivered to the landlord a letter of credit for approximately $9.4 million to secure the Company’s performance of its obligations under the lease. This letter of credit was reduced in 2007 by approximately $2.8 million, to $6.6 million, and was further reduced by approximately $0.7 million in 2007 and 2008, respectively. As of December 31, 2008, the remaining amount of the letter of credit was approximately $5.2 million, and will be reduced in equal amounts annually until 2016, at which point the Company shall have no further obligation to post the letter of credit, provided no event of default has occurred and is continuing. The letter of credit obligation shall also be terminated if the entire amount of the Company’s Convertible Subordinated Debentures due October 1, 2033 are converted into stock of the Company, or repaid and refinanced either upon repayment or as a result of a subsequent refinancing for a term ending beyond October 1, 2010.

The Company has issued a guarantee, pursuant to the terms of the lease entered into in February 2006 for its London facility. The term of the lease is 15 years and the rent commencement date is February 1, 2009. The guarantee is effective through the term of the lease, which expires in 2021.

The Company does not use derivatives, variable interest entities, or any other form of off-balance sheet financing.

Critical Accounting Policies and Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States. The Company’s significant accounting polices are disclosed in Note 1 to the Consolidated Financial Statements. The selection and application of these accounting principles and methods requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. On an ongoing basis, the Company evaluates its estimates, including those related to the recognition of revenue, allowance for doubtful accounts, valuation of goodwill and other intangible assets, income tax provision and deferred taxes, restructuring costs, actuarial assumptions for employee benefit plans, and contingent liabilities related to litigation and other claims and assessments. These estimates and assumptions are based on management’s best estimates and judgment, which management believes to be reasonable under the circumstances. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. The weakening economy, illiquid credit markets, and declines in capital markets activity have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

The Company has identified its critical accounting policies and estimates below. These are policies and estimates that the Company believes are the most important in portraying the Company’s financial condition and results, and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management has discussed the development, selection and disclosure of these critical accounting policies and estimates with the Audit Committee of the Company’s Board of Directors.

Accounting for Goodwill and Intangible Assets — Two issues arise with respect to these assets that require significant management estimates and judgment: a) the valuation in connection with the initial purchase price allocation, and b) the ongoing evaluation for impairment.

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In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 141 “Business Combinations,” the Company allocates the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. Certain intangible assets, such as customer relationships, are amortized to expense over time, while purchase price allocated to in-process research and development, if any, is recorded as a charge at the acquisition date if it is determined that it has no alternative future use. The Company’s future operating performance will be impacted by the future amortization of identifiable intangible assets and potential impairment charges related to goodwill and other indefinite lived intangible assets. Accordingly, the allocation of the purchase price to intangible assets and goodwill has a significant impact on the Company’s future operating results. The allocation of the purchase price of the acquired companies to intangible assets and goodwill requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate to value these cash flows. Should different conditions prevail, material write-downs of net intangible assets and/or goodwill could occur.

The Company has acquired certain identifiable intangible assets in connection with its recent acquisitions. These identifiable intangible assets primarily consist of the value associated with customer relationships and technology. The valuation of these identifiable intangible assets is subjective and requires a great deal of expertise and judgment. The values of the customer relationships were primarily derived using estimates of future cash flows to be generated from the customer relationships. This approach was used since the inherent value of the customer relationship is its ability to generate current and future income. The value of the technology was primarily derived using the cost approach, which computes the amount to recreate the existing technology at the same level of functional utility. While different amounts would have been reported using different methods or using different assumptions, the Company believes that the methods selected and the assumptions used are the most appropriate for each asset analyzed. Depreciation of the acquired technology and amortization of all other intangible assets are charged to operating expenses as separate components of expenses in the Consolidated Statements of Operations.

In accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS 144”), identifiable intangible assets are reviewed for impairment whenever events or circumstances indicate that the asset’s undiscounted expected future cash flows are not sufficient to recover the carrying value amount. The Company measures potential impairment loss by utilizing an undiscounted cash flow valuation technique. To the extent that the Company’s undiscounted future cash flows were to decline substantially, an impairment charge could result. No impairment charge related to the carrying value of its intangible assets was identified in 2008 based on an analysis prepared in accordance with SFAS 144 . There are certain assumptions inherent in projecting the recoverability of the Company’s identifiable intangible assets. If actual experience differs from the assumptions made, the Company’s consolidated results of operations or financial position could be materially impacted. The Company also periodically evaluates the appropriateness of the remaining useful lives of long-lived assets and the method of depreciation or amortization.

SFAS No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”), requires annual impairment testing of goodwill based upon the estimated fair value of the Company’s reporting unit. At December 31, 2008, the Company’s goodwill balance was $50,371. The Company currently has one reporting unit.

In testing for potential impairment of goodwill, SFAS 142 requires the Company to: 1) allocate goodwill to the reporting unit to which the acquired goodwill relates; 2) estimate the fair value of the reporting unit to which goodwill relates; and 3) determine the carrying value (book value) of the reporting unit. Furthermore, if the estimated fair value is less than the carrying value for a particular reporting unit, then the Company is required to estimate the fair value of all identifiable assets and liabilities of the reporting unit in a manner similar to a purchase price allocation for an acquired business. Only after this process is completed is the amount of goodwill impairment determined.

Accordingly, the process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. The Company estimated its current fair market value based on its market capitalization as of December 31, 2008, plus an implied control premium. Based on its market capitalization of approximately $158.6 million, an implied control premium of approximately 17.4% was needed in order for the Company’s carrying value not to exceed its estimated fair value. The Company determined that this implied control premium as of December 31, 2008 is within an acceptable range and is reasonable based upon

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current control premiums used in recent industry-wide transactions. Based on this analysis, the Company has concluded that the fair value of the Company’s reporting unit exceeded the carrying amount, and therefore, goodwill is not considered impaired as of December 31, 2008.

The Company continues to monitor its stock price and market capitalization. If the price of the Company’s common stock remains depressed, or if the current global economic conditions do not improve, the Company will be required to perform impairment testing of its goodwill in advance of its next annual testing date, which could result in future impairment of its goodwill during an interim period.

Revenue Recognition — The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition,” which requires that: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectibility is reasonably assured. The Company recognizes revenue when services are completed or when the printed documents are shipped to customers. Revenue from virtual dataroom services is recognized when the documents are loaded into the dataroom. Revenue for completed but unbilled work is recognized based on the Company’s historical standard pricing for type of service and is adjusted to actual when billed. The Company accounts for sales and other use taxes on a net basis in accordance with Emerging Issues Task Force Issue No. 06-3 “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement.” Therefore, these taxes are excluded from revenue and cost of revenue in the Consolidated Statements of Operations.

Allowance for Doubtful Accounts and Sales Credits — The Company realizes that it will be unable to collect all amounts that it bills to its customers. Therefore, it estimates the amount of billed receivables that it will be unable to collect and provides an allowance for doubtful accounts and sales credits during each accounting period. A considerable amount of judgment is required in assessing the realization of these receivables. The Company’s estimates are based on, among other things, the aging of its account receivables, its past experience collecting receivables, information about the ability of individual customers to pay, and current economic conditions. While such estimates have been within the Company’s expectations and the provisions established, a change in financial condition of specific customers or in overall trends experienced may result in future adjustments of the Company’s estimates of recoverability of its receivables. In addition, the current global economic crisis may adversely affect customers’ ability to obtain credit to fund operations, which in turn would affect their ability to timely make payment on invoices. As of December 31, 2008, the Company had an allowance for doubtful accounts and sales credits of $5,178.

Accounting for Income Taxes — Accounting for taxes requires significant judgments in the development of estimates used in income tax calculations. Such judgments include, but are not limited to, the likelihood the Company would realize the benefits of net operating loss carryforwards, the adequacy of valuation allowances, and the rates used to measure transactions with foreign subsidiaries. As part of the process of preparing the Company’s financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which the Company operates. The judgments and estimates used are subject to challenge by domestic and foreign taxing authorities. It is possible that either domestic or foreign taxing authorities could challenge those judgments and estimates and draw conclusions that would cause the Company to incur liabilities in excess of those currently recorded. The Company uses an estimate of its annual effective tax rate at each interim period based upon the facts and circumstances available at that time, while the actual effective tax rate is calculated at year-end. Changes in the geographical mix or estimated amount of annual pre-tax income could impact the Company’s overall effective tax rate. The Company’s overall effective tax rate was 41.5% for the year ended December 31, 2008 as compared to 38.5% for the years ended December 31, 2007 and 2006.

The Company accounts for income taxes in accordance with SFAS No. 109 “Accounting for Income Taxes,” (“SFAS 109”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

At December 31, 2008 and 2007, the Company had deferred tax assets in excess of deferred tax liabilities of $60,664 and $39,535, respectively. At December 31, 2008 and 2007, management determined that it is more likely than not that $56,636 and $35,954, respectively, of such assets will be realized, resulting in a valuation allowance of

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$4,028 and $3,581, respectively, which are related to certain net operating losses which may not be utilized in future years.

The Company evaluates quarterly the realization of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The primary factor used to assess the likelihood of realization is the Company’s forecast of future taxable income. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. In management’s opinion, adequate provisions for income taxes have been made for all years presented.

Accounting for Pensions — The Company sponsors a defined benefit pension plan in the United States. The Company accounts for its defined benefit pension plan in accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” and SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Retirement Plans,” (“SFAS 158”) which was adopted in December 2006. These standards require that expenses and liabilities recognized in financial statements be actuarially calculated. Under these accounting standards, assumptions are made regarding the valuation of benefit obligations and the future performance of plan assets. According to SFAS 158, the Company is required to recognize the funded status of the plans as an asset or liability in the financial statements, measure defined benefit postretirement plan assets and obligations as of the end of the employer’s fiscal year, and recognize the change in the funded status of defined benefit postretirement plans in other comprehensive income. The primary assumptions used in calculating pension expense and liability are related to the discount rate at which the future obligations are discounted to value the liability, expected rate of return on plan assets, and projected salary increases. These rates are estimated annually as of December 31.

The discount rate assumption is tied to a long-term high quality bond index and is therefore subject to annual fluctuations. A lower discount rate increases the present value of the pension obligations, which results in higher pension expense. The discount rate was 6.25% at December 31, 2008 and 6.0% at December 31, 2007 and 2006, respectively. A discount rate of 6.00% was used to calculate the 2008 pension expense. Each 0.25 percentage point change in the discount rate would result in a $3.4 million change in the projected pension benefit obligation and a $0.3 million change in annual pension expense.

The expected rate of return on plan assets assumption is based on the long-term expected returns for the investment mix of assets currently in the portfolio. Management uses historic return trends of the asset portfolio combined with anticipated future market conditions to estimate the rate of return. For 2004 through 2008 the Company’s expected return on plan assets has remained at 8.5%. Each 0.25 percentage point change in the assumed long-term rate of return would result in a $0.3 million change in annual pension expense.

The projected salary increase assumption is based upon historical trends and comparisons of the external market. Higher rates of increase result in higher pension expenses. As this rate is also a long-term expected rate, it is less likely to change on an annual basis. Management has used the rate of 4.0% for the past several years.

Restructuring Accrual — During fiscal years 2008, 2007 and 2006, the Company recorded significant restructuring charges. The Company accounts for these charges in accordance with SFAS No. 146 (“SFAS 146”), “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Accounting for costs associated with exiting leased facilities is based on estimates of current facility costs and is offset by estimates of projected sublease income expected to be recovered over the remainder of the lease. These estimates are based on a variety of factors including the location and condition of the facility, as well as the overall real estate market. The actual sublease terms could vary from the estimates used to calculate the initial restructuring accrual, resulting in potential adjustments in future periods. In management’s opinion, the Company has made reasonable estimates of these restructuring accruals based upon available information. The Company’s accrued restructuring is discussed in more detail in Note 9 to the Consolidated Financial Statements.

45

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities. Under SFAS 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS 157 establishes a fair value hierarchy that prioritizes the information used to develop the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In addition, SFAS 157 requires that fair value measurements be separately disclosed by level within the fair value hierarchy. SFAS 157 does not require new fair value measurements and was effective for financial assets and financial liabilities within its scope for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS 157 for financial assets and financial liabilities within its scope in January 2008. The adoption of this standard did not have a significant impact on the Company’s results of operations or financial statements and is discussed in more detail in Note 1 to the Consolidated Financial Statements.

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”), which defers the effective date of SFAS 157 for all non-financial assets and non-financial liabilities for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for items within the scope of FSP FAS 157-2. The Company does not anticipate that the adoption of this standard for non-financial assets and non-financial liabilities will have a material impact on its financial statements.

In October 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-3, “Determining the Fair Value of a Financial Asset when the Market for That Asset Is Not Active,” which became effective for us immediately. This standard clarifies the methods employed in determining the fair value for financial assets when a market for such assets is not active. The Company adopted this standard during the fourth quarter of 2008. The adoption of this standard did not have a significant impact on the Company’s results of operations or financial statements and is discussed in more detail in Note 1 to the Consolidated Financial Statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that currently are not required to be measured at fair value. This Statement is effective no later than fiscal years beginning on or after November 15, 2007. As discussed in Note 1 to the Consolidated Financial Statements, the Company elected not to adopt the provisions of SFAS 159 for its financial instruments that are not required to be measured at fair value.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” which became effective for us in November 2008. This standard identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). The Company adopted this standard during the fourth quarter of 2008. The adoption of this standard did not have a significant impact on the Company’s results of operations or consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 outlines the accounting and reporting for ownership interests in a subsidiary held by parties other than the parent. This standard is effective for fiscal years beginning on or after December 15, 2008. The Company does not anticipate that this standard will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired and also changes the accounting treatment for certain acquisition related costs, restructuring activities, and acquired contingencies, among other changes. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This Statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The Company will adopt this standard during the first quarter of 2009. The Company expects that

46

its adoption will reduce the Company’s operating earnings due to required recognition of acquisition and restructuring costs through operating earnings. The magnitude of this impact will be dependent on the number, size, and nature of acquisitions in periods subsequent to adoption.

In April 2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, “Determination of the Useful Life of Intangible Assets”. The FSP amends the facts that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. The FSP requires companies to consider their historical experience in renewing or extending similar arrangements together with the asset’s intended use, regardless of whether the arrangements have explicit renewal or extension provisions. In the absence of historical experience, companies should consider the assumptions that market participants would use about renewal or extension consistent with the highest and best use of the asset, adjusted for entity-specific factors. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, which will require prospective application. The Company will adopt this standard during the first quarter of 2009. The Company does not anticipate that this standard will have a material impact on its financial statements.

In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments that May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. The FSP requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. As such, the initial debt proceeds from the sale of the Company’s convertible subordinated debentures, which are discussed in more detail in Note 11 to the Consolidated Financial Statements, would be allocated between a liability component and an equity component. The resulting debt discount would be amortized over the instrument’s expected life as additional non-cash interest expense. The FSP is effective for fiscal years beginning after December 15, 2008 and will require retrospective application. The Company will adopt this standard during the first quarter of 2009. The adoption of this FSP will result in the Company recognizing additional interest expense on a retrospective and prospective basis and will also result in a reduction of earnings per share. The Company is currently assessing the impact that these adjustments will have on its financial statements. Based on preliminary estimates, the Company expects that the adoption of this FSP on a retroactive basis will result in the Company recognizing additional interest expense of approximately $2.4 million ($1.5 million, net of tax) per year for the years ended December 31, 2004 through 2007, and approximately $2.2 million ($1.3 million, net of tax) for the year ended December 31, 2008. In addition, the Company expects to recognize approximately $0.2 million ($0.1 million, net of tax) of additional interest expense resulting from the adoption of this FSP in 2009 on a prospective basis. However, the adoption of this FSP will not impact the amount of cash interest paid.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets”. The FSP amends SFAS No. 132 (revised 2003) to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The FSP requires employers of public and nonpublic companies to disclose more information about how investment allocation decisions are made, more information about major categories of plan assets, including concentration of risk and fair-value measurements, and the fair-value techniques and inputs used to measure plan assets. The disclosure requirements are effective for years ending after December 15, 2009. The Company will adopt the disclosure requirements of the FSP in the Company’s annual report on form 10-K for the year ended December 31, 2010, and does not anticipate that this standard will have a material impact on its financial statements.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

The Company’s market risk is principally associated with trends in the domestic and international capital markets. This includes trends in the initial public offerings and mergers and acquisitions markets, both important components of the Company’s revenue. The Company also has market risk tied to interest rate fluctuations related to its debt obligations and fluctuations in foreign currency, as discussed below.

Interest Rate Risk

The Company’s exposure to market risk for changes in interest rates relates primarily to its long-term debt obligations, and revolving credit agreement and short-term investment portfolio.

47

The Company does not use derivative instruments in its short-term investment portfolio. The Company’s Notes issued in September 2003 consist of fixed rate instruments, and therefore, would not be impacted by changes in interest rates. As previously disclosed, the $8.3 million Notes that remain outstanding were amended in October 2008. The amendment increases the semi-annual cash interest payable on the Notes from 5.0% to 6.0% per annum for interest accruing for the period from October 1, 2008 to October 1, 2010. This amendment will not have a significant impact on the Company’s future cash flow or interest expense (an increase of approximately $83 per annum), based on the $8.3 million Notes that remain outstanding. The Company’s five-year $150 million senior unsecured revolving credit facility bears interest at LIBOR plus a premium that can range from 67.5 basis points to 137.5 basis points depending on certain leverage ratios. The Company had $79.5 million of borrowings outstanding under its revolving credit facility as of December 31, 2008. During the year ended December 31, 2008, the weighted-average interest rate on this line of credit approximated 3.65%. A hypothetical 1% increase in the interest rate related to the revolving credit facility would result in a change in annual interest expense of approximately $482 based on the average outstanding balances under the revolving credit facility during the year ended December 31, 2008.

Foreign Exchange Rates

The Company derives a portion of its revenues from various foreign sources. The exposure to foreign currency movements is limited in most cases because the revenue and expense of its foreign subsidiaries are substantially in the local currency of the country in which they operate. Certain foreign currency transactions, such as intercompany sales, purchases, and borrowings, are denominated in a currency other than the local functional currency. These transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the local functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of local functional currency cash flows upon settlement of the transaction, which results in a foreign currency transaction gain or loss that is included in other income (expense) in the period in which the exchange rate changes.

The Company does not use foreign currency hedging instruments to reduce its exposure to foreign exchange fluctuations. The Company has reflected translation adjustments of $11,788, $7,579 and $737 in its Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006, respectively. These adjustments are primarily attributed to the fluctuation in value between the U.S. dollar and the euro, pound sterling, Japanese yen, Singapore dollar and Canadian dollar. The Company has reflected transaction gains (losses) of $2,822 and ($1,526) in its Consolidated Statements of Operations for the years ended December 31, 2008 and 2007, respectively. Net transaction gains (losses) during the year ended December 31, 2006 were not significant. These gains (losses) are primarily attributable to fluctuations in value among the U.S. dollar and the aforementioned foreign currencies.

Equity Price Risk

The Company’s investments in marketable securities were approximately $3.3 million as of December 31, 2008, primarily consisting of auction rate securities. As a result of recent uncertainties in the auction rate securities markets, the Company has reduced its exposure to those investments. During the year ended December 31, 2008, the Company has liquidated approximately $35.6 million of those securities at par and received all of its principal. As of March 1, 2009, investments in auction rate securities had a par value of $3.1 million.

Recent uncertainties in the credit markets have prevented the Company and other investors from liquidating some holdings of auction rate securities in recent auctions because the amount of securities submitted for sale has exceeded the amount of purchase orders. Accordingly, the Company still holds these auction rate securities and is receiving interest at comparable rates for similar securities. These investments are insured against a loss of principal and interest.

Based on the Company’s ability to access cash and other short-term investments, its expected operating cash flows and other sources of cash, the Company does not anticipate the current lack of liquidity of these investments will have a material effect on the Company’s liquidity or working capital.

The Company’s defined benefit pension plan (the “Plan”) holds investments in both equity and fixed income securities. The amount of the Company’s annual contribution to the Plan is dependent upon, among other factors, the return on the Plan’s investments. As a result of the significant decline in worldwide capital markets in 2008, the

48

value of the investments held by the Company’s Plan has substantially decreased through December 31, 2008, which resulted in a reduction to shareholder’s equity on the Company’s balance sheet as of December 31, 2008. Based on current estimates, the Company expects to contribute approximately $6.0 million to its Plan in 2009. However, further declines in the market value of the Company’s Plan investments may require the Company to make additional contributions in future years.

During 2008, the Company’s stock price was adversely impacted by the current global economic crisis. If the price of Bowne common stock remains depressed, it could result in an impairment of the Company’s goodwill. Bowne stock’s value is dependent upon continued future growth in demand for the Company’s services and products. If such growth does not materialize or the Company’s forecasts are significantly reduced, the Company could be required to recognize an impairment of its goodwill in future interim periods.

49

Item 8.   Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Bowne & Co., Inc.:

We have audited the accompanying consolidated balance sheets of Bowne & Co., Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we also audited the consolidated financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and the consolidated financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the consolidated financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bowne & Co., Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Bowne & Co., Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in the notes to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” as of January 1, 2007, and Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” as of January 1, 2008.

/s/  KPMG LLP

New York, New York

March 16, 2009

50

BOWNE & CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2008			2007			2006
	(In thousands, except per share information)
Revenue	$	766,645		$	850,617		$	833,734
Expenses:
Cost of revenue (exclusive of depreciation and amortization shown below)		525,047			531,230			543,502
Selling and administrative (exclusive of depreciation and amortization shown below)		208,374			242,118			224,011
Depreciation		28,491			27,205			25,397
Amortization		4,606			1,638			534
Restructuring charges, integration costs and asset impairment charges		39,329			17,001			14,159
Purchased in-process research and development		—			—			958
		805,847			819,192			808,561
Operating (loss) income		(39,202	)		31,425			25,173
Interest expense		(6,019	)		(5,433	)		(5,477	)
Gain on sale of equity investment		—			9,210			—
Other income, net		5,561			1,127			3,340
(Loss) income from continuing operations before income taxes		(39,660	)		36,329			23,036
Income tax benefit (expense)		10,774			(9,002	)		(10,800	)
(Loss) income from continuing operations		(28,886	)		27,327			12,236
Discontinued operations:
Gain on sale of subsidiaries, net of tax		—			—			3,831
Income (loss) from discontinued operations, net of tax		5,719			(223	)		(17,835	)
Net income (loss) from discontinued operations		5,719			(223	)		(14,004	)
Net (loss) income	$	(23,167	)	$	27,104		$	(1,768	)
(Loss) earnings per share from continuing operations:
Basic	$	(1.05	)	$	0.97		$	0.39
Diluted	$	(1.05	)	$	0.90		$	0.39
Earnings (loss) per share from discontinued operations:
Basic	$	0.21		$	(0.01	)	$	(0.45	)
Diluted	$	0.21		$	(0.01	)	$	(0.45	)
Total (loss) earnings per share:
Basic	$	(0.84	)	$	0.96		$	(0.06	)
Diluted	$	(0.84	)	$	0.89		$	(0.06	)

See Accompanying Notes to Consolidated Financial Statements

51

BOWNE & CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2008			2007
	(In thousands, except share information)
ASSETS
Current assets:
Cash and cash equivalents	$	11,524		$	64,941
Marketable securities		193			38,805
Accounts receivable, less allowances of $5,178 (2008) and $4,302 (2007)		116,773			134,489
Inventories		27,973			28,789
Prepaid expenses and other current assets		45,990			43,198
Total current assets		202,453			310,222
Marketable securities, noncurrent		2,942			—
Property, plant and equipment at cost, less accumulated depreciation of $258,425 (2008) and $248,372 (2007)		130,149			121,848
Other noncurrent assets:
Goodwill		50,371			35,835
Intangible assets, less accumulated amortization of $6,781 (2008) and $2,203 (2007)		41,824			9,616
Deferred income taxes		44,639			24,906
Other		8,642			6,990
Total assets	$	481,020		$	509,417
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	842		$	75,923
Accounts payable		47,776			36,136
Employee compensation and benefits		19,181			41,092
Accrued expenses and other obligations		42,085			48,122
Total current liabilities		109,884			201,273
Other liabilities:
Long-term debt and capital lease obligations — net of current portion		89,006			1,835
Deferred employee compensation		75,868			36,808
Deferred rent		19,039			18,497
Other		1,023			525
Total liabilities		294,820			258,938
Commitments and contingencies
Stockholders’ equity:
Preferred stock:
Authorized 1,000,000 shares, par value $.01. Issuable in series — none issued		—			—
Common stock:
Authorized 60,000,000 shares, par value $.01. Issued and outstanding 43,209,432 shares (2008) and 43,165,282 shares (2007)		432			432
Additional paid-in capital		111,487			120,791
Retained earnings		324,217			353,613
Treasury stock, at cost 16,231,761 shares (2008) and 16,858,575 shares (2007)		(216,437	)		(225,751	)
Accumulated other comprehensive (loss) income, net		(33,499	)		1,394
Total stockholders’ equity		186,200			250,479
Total liabilities and stockholders’ equity	$	481,020		$	509,417

See Accompanying Notes to Consolidated Financial Statements

52

BOWNE & CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2008			2007			2006
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(23,167	)	$	27,104		$	(1,768	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net (income) loss from discontinued operations		(5,719	)		223			14,004
Depreciation		28,491			27,205			25,397
Amortization		4,606			1,638			534
Purchased in-process research and development		—			—			958
Asset impairment charges		631			6,588			2,550
Gain on sale of equity investment		—			(9,210	)		—
Provision for doubtful accounts		2,954			838			1,419
Non-cash stock compensation		4,104			13,064			3,175
Deferred income tax (benefit) provision		(5,502	)		4,638			(485	)
Tax benefit of stock option exercises		283			1,806			999
Excess tax benefits from stock-based compensation		(221	)		(846	)		(184	)
Other		(2,275	)		(1,747	)		241
Changes in other assets and liabilities, net of acquisitions:
Accounts receivable		23,778			30,046			(14,079	)
Inventories		2,387			497			2,686
Prepaid expenses and other current assets		(4,122	)		(3,170	)		(3,213	)
Accounts payable		12,113			(8,095	)		5,018
Employee compensation and benefits		(19,716	)		7,094			(9,039	)
Accrued expenses and other obligations		(10,610	)		1,291			(21,768	)
Net cash used in operating activities of discontinued operations		(1,275	)		(4,075	)		(2,335	)
Net cash provided by operating activities		6,740			94,889			4,110
Cash flows from investing activities:
Purchases of property, plant and equipment		(22,119	)		(20,756	)		(28,668	)
Purchases of marketable securities		(5,141	)		(57,400	)		(61,100	)
Proceeds from sales of marketable securities		40,600			61,200			109,314
Proceeds from the sale of fixed assets		1,345			222			248
Proceeds from the sale of subsidiaries, net		1,049			—			6,738
Acquisitions of businesses, net of cash acquired		(79,495	)		(25,791	)		(32,923	)
Proceeds from the sale of equity investment		519			10,817			—
Net cash provided by investing activities of discontinued operations		—			1,484			12,519
Net cash (used in) provided by investing activities		(63,242	)		(30,224	)		6,128
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility		138,000			1,000			—
Redemption of convertible subordinated debentures		(66,680	)		—			—
Payment of borrowings under revolving credit facility and capital lease obligations		(59,485	)		(1,948	)		(821	)
Proceeds from stock options exercised		766			11,714			12,533
Payment of dividends		(5,894	)		(6,083	)		(6,680	)
Purchase of treasury stock		—			(51,749	)		(68,558	)
Excess tax benefits from stock-based compensation		221			846			184
Other		—			—			(113	)
Net cash used in financing activities of discontinued operations		—			—			(100	)
Net cash provided by (used in) financing activities		6,928			(46,220	)		(63,555	)
Effect of exchange rate on cash flows and cash equivalents		(3,843	)		3,510			(536	)
Net (decrease) increase in cash and cash equivalents		(53,417	)		21,955			(53,853	)
Cash and Cash Equivalents — Beginning of year		64,941			42,986			96,839
Cash and Cash Equivalents — End of year	$	11,524		$	64,941		$	42,986

See Accompanying Notes to Consolidated Financial Statements

53

BOWNE & CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME (LOSS)

	Years Ended December 31, 2008, 2007 and 2006
									Accumulated
									Other
			Additional						Comprehensive
	Common		Paid-In			Retained			Income			Treasury
	Stock		Capital			Earnings			(Loss)			Stock			Total
	(In thousands, except per share information)
Balance at December 31, 2005	$	419	$	85,721		$	340,450		$	(2,681	)	$	(113,652	)	$	310,257
Comprehensive income (loss):
Net loss							(1,768	)								(1,768	)
Foreign currency translation adjustment										737						737
Pension liability adjustment (net of tax)										34						34
Comprehensive loss																(997	)
Cash dividends ($0.22 per share)							(6,680	)								(6,680	)
Purchase of treasury stock													(68,558	)		(68,558	)
Non-cash stock compensation and deferred stock conversions				1,923									1,252			3,175
Reclassification of deferred stock compensation				1,349									(1,349	)		—
Exercise of stock options		6		8,121									4,406			12,533
Tax benefit of stock option exercises				999												999
Adjustment to initially adopt the provisions of SFAS 158 (net of tax)										(15,494	)					(15,494	)
Balance at December 31, 2006	$	425	$	98,113		$	332,002		$	(17,404	)	$	(177,901	)	$	235,235
Adjustment to initially adopt the provisions of FIN 48							590									590
Comprehensive income (loss):
Net income							27,104									27,104
Foreign currency translation adjustment										7,579						7,579
Pension liability adjustment (net of tax)										11,223						11,223
Unrealized loss on marketable securities (net of tax)										(4	)					(4	)
Comprehensive income																45,902
Cash dividends ($0.22 per share)							(6,083	)								(6,083	)
Purchase of treasury stock													(51,749	)		(51,749	)
Non-cash stock compensation and deferred stock conversions				12,106									958			13,064
Exercise of stock options		7		8,766									2,941			11,714
Tax benefit of stock option exercises				1,806												1,806
Balance at December 31, 2007	$	432	$	120,791		$	353,613		$	1,394		$	(225,751	)	$	250,479
Comprehensive income (loss):
Net loss							(23,167	)								(23,167	)
Foreign currency translation adjustment										(11,788	)					(11,788	)
Pension liability adjustment (net of tax)										(23,000	)					(23,000	)
Unrealized loss on marketable securities (net of tax)										(105	)					(105	)
Comprehensive loss																(58,060	)
Cash dividends ($0.22 per share)							(5,894	)								(5,894	)
Non-cash stock compensation, deferred stock conversions and dividend reinvestments				3,983			(335	)					456			4,104
Exercise of stock options				441									325			766
Tax benefit of stock option exercises				283												283
Settlement of long-term equity incentive plan				(14,242	)								8,533			(5,709	)
Debt discount				231												231
Balance at December 31, 2008	$	432	$	111,487		$	324,217		$	(33,499	)	$	(216,437	)	$	186,200

See Accompanying Notes to Consolidated Financial Statements

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES
(In thousands, except share and per share information and where noted)

Note 1 — Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

The Company provides business services that help companies produce and manage their shareholder, investor, marketing and business communications. These communications include: but are not limited to; regulatory and compliance documents; personalized financial statements; enrollment kits; and sales and marketing collateral. Its services span the entire document life cycle and involve both electronic and printed media. Bowne helps clients create, edit and compose their documents, manage the content, translate the documents when necessary, personalize the documents, prepare the documents and in many cases perform the filing, and print and distribute the documents, both through the mail and electronically.

The largest source of the Company’s revenue by class of service is generally derived from capital markets transactional services, which is driven by a transactional or financing event. This revenue stream is affected by various factors including conditions in the world’s capital markets. Transactional revenue depends upon the volume of public financings, particularly equity offerings, as well as merger and acquisitions activity. Activity in the capital markets is influenced by corporate funding needs, stock market fluctuations, credit availability and prevailing interest rates, and general economic and political conditions. During 2008, the Company experienced a significant decline in revenue from capital markets services primarily resulting from the current economic conditions. If these conditions persist or further deteriorate, they could potentially have a more significant impact on customers’ demand for the Company’s capital market services, which could result in a decrease in revenue in future periods.

Revenue from other lines of service includes shareholder reporting services and marketing communications product offerings, which generally tend to be more recurring in nature.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104, “Revenue Recognition,” which requires that: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectibility is reasonably assured. The Company recognizes revenue when services are completed or when the printed documents are shipped to customers. Revenue from virtual dataroom services is recognized when the documents are loaded into the dataroom. Revenue for completed but unbilled work is recognized based on the Company’s historical standard pricing for type of service and is adjusted to actual when billed.

The Company accounts for sales and other use taxes on a net basis in accordance with Emerging Issues Task Force (“EITF”) Issue No. 06-3 “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement.” Therefore, these taxes are excluded from revenue and cost of revenue in the Consolidated Statements of Operations.

The Company records an allowance for doubtful accounts based on its estimates derived from historical experience. The allowance is made up of specific reserves, as deemed necessary, on client account balances, and a reserve based upon our historical experience.

Inventories

Raw materials inventories are valued at the lower of cost or market. Cost of work-in-process is determined by using purchase cost (first-in, first-out method) for materials and standard costs for labor, which approximate actual costs.

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Property, Plant and Equipment

Property, plant and equipment are carried at cost. Maintenance and repairs are expensed as incurred. Depreciation for financial statement purposes is provided on the straight-line method over the estimated useful lives of the assets. The following table summarizes the components of property, plant and equipment:

	December 31,
	2008			2007
Land and buildings	$	61,715		$	61,776
Machinery and plant equipment		83,919			84,992
Computer equipment and software		143,630			126,042
Furniture, fixtures and vehicles		36,518			36,921
Leasehold improvements		62,792			60,489
		388,574			370,220
Less accumulated depreciation		(258,425	)		(248,372	)
Net	$	130,149		$	121,848

Estimated lives used in the calculation of depreciation for financial statement purposes are:

Buildings	10 - 40 years
Machinery and plant equipment	3 - 121/2 years
Computer equipment and software	2 - 5 years
Furniture and fixtures	3 - 121/2 years
Leasehold improvements	Shorter of useful life or term of lease

The Company follows American Institute of Certified Public Accountants Statement of Position (“SOP”) No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”). SOP 98-1 requires certain costs in connection with developing or obtaining internally used software to be capitalized. Capitalized software totaled approximately $10.2 million in 2008, $4.4 million in 2007 and $4.0 million in 2006 related to software development costs pertaining to the following: development of a new workflow and billing system; development of new human resources and payroll systems; improvements in composition and work-sharing systems; installation of a new financial reporting system; upgrading the existing customer relationship management system; integration of a newly acquired client-facing content management and typesetting solution; and the integration of newly acquired businesses.

Amortization expense related to capitalized software in accordance with SOP No. 98-1 amounted to approximately $6.7 million in 2008, $4.7 million in 2007, and $3.8 million in 2006. These amounts are included in depreciation expense in the Consolidated Statements of Operations.

Goodwill and Other Intangible Assets

Statement of Financial Accounting Standard (“SFAS”) SFAS No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”), requires annual impairment testing of goodwill based upon the estimated fair value of the Company’s reporting units. At December 31, 2008, the Company’s goodwill balance was $50,371. The Company currently has one reporting unit.

In testing for potential impairment of goodwill, SFAS 142 requires the Company to: 1) allocate goodwill to the reporting unit to which the acquired goodwill relates; 2) estimate the fair value of the reporting unit to which goodwill relates; and 3) determine the carrying value (book value) of the reporting unit. Furthermore, if the estimated fair value is less than the carrying value for a particular reporting unit, then the Company is required to estimate the fair value of all identifiable assets and liabilities of the reporting unit in a manner similar to a purchase

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

price allocation for an acquired business. Only after this process is completed is the amount of goodwill impairment determined. Accordingly, the process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis.

The Company estimated its current fair market value based on its market capitalization as of December 31, 2008, plus an implied control premium. Based on its market capitalization of approximately $158.6 million as of December 31, 2008, an implied control premium of approximately 17.4% was needed in order for the Company’s carrying value not to exceed its estimated fair value. The Company determined that this implied control premium as of December 31, 2008 is within an acceptable range and is reasonable based upon control premiums used in recent industry-wide transactions. Based on this analysis, the Company has concluded that the fair value of the Company’s reporting unit exceeded the carrying amount, and therefore, goodwill is not considered impaired as of December 31, 2008.

The Company continues to monitor its stock price and market capitalization. If the price of the Company’s common stock remains depressed, or if the current global economic conditions do not improve, the Company will be required to perform impairment testing of its goodwill in advance of its next annual goodwill impairment test, which could result in future impairment of its goodwill during interim periods.

The Company has acquired certain identifiable intangible assets in connection with its recent acquisitions. These identifiable intangible assets primarily consist of the value associated with customer relationships and technology. In accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, (“SFAS 144”), identifiable intangible assets are reviewed for impairment whenever events or circumstances indicate that the asset’s undiscounted expected future cash flows are not sufficient to recover the carrying value amount. The Company measures potential impairment loss by utilizing an undiscounted cash flow valuation technique. To the extent that the undiscounted future cash flows were to decline substantially, an impairment charge could result. No impairment charge related to the carrying value of the Company’s intangible assets was identified in 2008 based on our analysis prepared in accordance with SFAS 144 . There are certain assumptions inherent in projecting the recoverability of the Company’s identifiable intangible assets. If actual experience differs from the assumptions made, the Company’s consolidated results of operations or financial position could be materially impacted. The Company also periodically evaluates the appropriateness of the remaining useful lives of long-lived assets and the method of depreciation or amortization.

Amounts allocated to identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Customer relationships	6 - 10 years
Covenants not-to-compete	3 years

Stock-Based Compensation

The Company has several share-based employee compensation plans, which are described in Note 17 to the Consolidated Financial Statements. The Company recognizes compensation expense related to these plans in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”) and, as such, has measured the share-based compensation expense for stock options granted during the years ended December 31, 2008, 2007 and 2006 based upon the estimated fair value of the award on the date of grant and recognizes the compensation expense over the award’s requisite service period. The Company has not granted stock options with market or performance conditions. The weighted-average fair values were calculated using the

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Black-Scholes-Merton option pricing model. The following weighted-average assumptions were used to determine the fair value of the stock options granted in 2008, 2007 and 2006:

	2008			2007			2006
	Grants			Grants			Grants
Expected dividend yield		2.0	%		1.3	%		1.5	%
Expected stock price volatility		53.23	%		32.4	%		34.9	%
Risk-free interest rate		2.1	%		4.3	%		4.7	%
Expected life of options		5 years			4 years			5 years
Weighted-average fair value	$	1.66		$	4.92		$	5.23

The Company uses historical data to estimate the expected dividend yield and expected volatility of the Company’s stock in determining the fair value of the stock options. The risk-free interest rate is based on the U.S. Treasury Yield in effect at the time of grant and the expected life of the options represents the estimated length of time the options are expected to remain outstanding, which was based on the history of exercises and cancellations of past grants made by the Company. In accordance with SFAS 123(R), the Company recorded compensation expense for the years ended December 31, 2008, 2007, and 2006, respectively, net of pre-vesting forfeitures for the options granted, which was based on the historical experience of the vesting and forfeitures of stock options granted in prior years.

The Company recorded compensation expense related to stock options of $839, $1,272 and $1,118 for the years ended December 31, 2008, 2007 and 2006, respectively, which is included in selling and administrative expenses in the Consolidated Statement of Operations. As of December 31, 2008, there was approximately $1.5 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted-average period of 1.6 years.

Income Taxes

The Company uses the asset and liability method to account for income taxes. Under this method, deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes and tax carryforwards, as determined under enacted tax laws and rates.

Earnings (Loss) Per Share

Shares used in the calculation of basic earnings per share are based on the weighted-average number of shares outstanding and includes deferred stock units. Shares used in the calculation of diluted earnings per share are based on the weighted-average number of shares outstanding and deferred stock units adjusted for the assumed exercise of all potentially dilutive stock options and other stock-based awards outstanding. Basic and diluted earnings per share are calculated by dividing the net income by the weighted-average number of shares outstanding during each period. The incremental shares from assumed exercise of all potentially dilutive stock options and other stock-based awards are not included in the calculation of diluted loss per share since their effect would have been anti-dilutive for the year ended December 31, 2008. The weighted-average diluted shares outstanding for the years ended December 31, 2008, 2007 and 2006 excludes the dilutive effect of approximately 1,834,147, 308,935 and 737,585 stock options, respectively, since such options have an exercise price in excess of the average market value of the Company’s common stock during the respective periods. In accordance with EITF Issue No. 04-08, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share”, (“EITF 04-08”), the weighted-average diluted shares outstanding for the year ended December 31, 2008 and 2006 excludes the effect of the shares that could be issued upon the conversion of the Company’s convertible subordinated debentures, since the effect of these shares is anti-dilutive to the earnings per share calculation for those years. The weighted-average diluted shares outstanding for the year ended December 31, 2007, includes the effect of 4,058,445 shares that could have been issued upon the conversion of the Company’s convertible subordinated debentures under certain circumstances, and

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

the numerator used in the calculation of diluted earnings per share was increased by an amount equal to the interest cost, net of tax, on the convertible subordinated debentures of $2,306.

The following table sets forth the basic and diluted average share amounts:

	Years Ended December 31,
	2008		2007		2006
Average shares outstanding — basic		27,476,714		28,160,707		31,143,466
Potential dilutive effect of stock-based awards		200,311		822,333		307,355
Potential dilutive effect of shares issued to settle the convertible subordinated debentures		—		4,058,445		—
Average shares outstanding — diluted		27,677,025		33,041,485		31,450,821

Foreign Currency Translation

Financial statements of international subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted-average exchange rate for each period for revenues, expenses, gains and losses. Where the local currency is the functional currency, translation adjustments are recorded as a separate component of stockholders’ equity and included in determining comprehensive income (loss). Transaction gains or losses between the functional currency and the U.S. dollar are recorded as income or loss.

Fair Value of Financial Instruments

The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, (“SFAS 157”) for financial assets and liabilities effective January 1, 2008. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, however, it applies to all other accounting pronouncements that require or permit fair value measurements. This standard does not apply to measurements related to share-based payments, nor does it apply to measurements related to inventory. The Company elected not to adopt the provisions of SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities,”(“SFAS 159”) for its financial instruments that are not required to be measured at fair value.

The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The fair value estimates presented in the table below are based on information available to the Company as of December 31, 2008 and 2007, respectively.

SFAS 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•  Level 1:  Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•  Level 2:  Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•  Level 3:  Unobservable inputs that reflect the reporting entity’s own assumptions.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The carrying value and fair value of the Company’s significant financial assets and liabilities and the necessary disclosures for the periods are presented as follows:

	December 31, 2008								December 31, 2007
	Carrying		Fair Value Measurements						Carrying		Estimated Fair
	Value		Total		Level 1		Level 2		Value		Value
Financial Assets:
Cash and cash equivalents(1)	$	11,524	$	11,524	$	11,524	$	—	$	64,941	$	64,941
Marketable securities(2)		3,135		3,135		193		2,942		38,805		38,805
Total financial assets	$	14,659	$	14,659	$	11,717	$	2,942	$	103,746	$	103,746
Financial Liabilities:
Convertible subordinated debentures(3)	$	8,320	$	7,841	$	—	$	7,841	$	75,000	$	77,387
Senior revolving credit facility(4)		79,500		74,412		—		74,412		—		—
Total financial liabilities	$	87,820	$	82,253	$	—	$	82,253	$	75,000	$	77,387

(1)	Included in cash and cash equivalents are money market funds of $2,762 and $17,498 as of December 31, 2008 and 2007, respectively.
(2)	Included in marketable securities are auction rate securities of $2,942 and $38,700 as of December 31, 2008 and 2007, respectively.
(3)	Included in long-term debt as of December 31, 2008 and included in the current portion of long-term debt as of December 31, 2007.
(4)	Included in long-term debt in the Company’s Consolidated Balance Sheets as of December 31, 2008 and 2007, respectively.

The following assumptions were used by the Company in order to measure the estimated fair value of its financial assets and liabilities as of December 31, 2008: (i) the carrying value of cash and cash equivalents approximates fair value because of the short term maturity of those instruments; (ii) the Company’s marketable securities are carried at estimated fair value as described further in Note 5 to the Consolidated Financial Statements; (iii) the carrying value of the liability under the revolving credit agreement reflects the terms under the current facility, and the fair value of the liability under the revolving credit agreement is based on current interest rates obtained for similar debt; and (iv) the carrying value of the Company’s convertible debentures are carried at historical cost, and the fair value disclosed is based on estimated market values for similar debt without conversion features.

Due to current market conditions related to auction rate securities and convertible subordinated debentures (the “Notes”), the Company has reclassified its auction rate securities and the Notes held as of December 31, 2008 to a Level 2 fair value measurement classification from a Level 1 classification as of January 1, 2008.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period.

Such estimates include:

•  the fair value of auction-rate securities;

•  amount of accounts receivable allowances;

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

•  the need for deferred tax valuation allowances based on the amount and nature of estimated future taxable income;

•  our ability to leave undistributed earnings indefinitely invested in a foreign subsidiary;

•  evaluation of tax uncertainties under FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”;

•  whether the carrying amount of a long-lived asset is recoverable based on estimated future cash flows;

•  discount rates and expected return on plan assets used to calculate pension obligations;

•  fair value used in testing goodwill for impairment in light of current market conditions; and

•  the likelihood of debt covenant violations as a result of current market conditions and the potential impact on classification of debt and the Company’s liquidity position.

These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. The weakening economy, illiquid credit markets, and declines in capital markets activity have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Comprehensive Income

The Company applies SFAS No. 130, “Reporting Comprehensive Income.” This statement establishes standards for the reporting and display of comprehensive income, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements.

Segment Information

The Company applies SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” (“SFAS 131”) which requires the Company to report information about its operating segments according to the management approach for determining reportable segments. This approach is based on the way management organizes segments within a company for making operating decisions and assessing performance. The Company has one reportable segment, which is consistent with how the Company is structured and managed. SFAS 131 also establishes standards for supplemental disclosure about products and services, geographical areas and major customers. Segment results have been reported for the years presented and are described in Note 19.

Reclassifications

Certain prior year amounts have been reclassified to conform to the 2008 presentation.

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS 157, which provides guidance for using fair value to measure assets and liabilities. Under SFAS 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS 157 establishes a fair value hierarchy that prioritizes the information used to develop the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In addition, SFAS 157 requires that fair value measurements be separately disclosed by level within the fair value hierarchy. SFAS 157 does not require new fair value measurements and was effective for financial assets and financial liabilities within its scope for financial statements issued for fiscal years beginning

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS 157 for financial assets and financial liabilities within its scope in January 2008. The adoption of this standard did not have a significant impact on the Company’s results of operations or financial statements and is discussed in more detail in Note 1 to the Consolidated Financial Statements.

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”), which defers the effective date of SFAS 157 for all non-financial assets and non-financial liabilities for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for items within the scope of FSP FAS 157-2. The Company does not anticipate that the adoption of this standard for non-financial assets and non-financial liabilities will have a material impact on its financial statements.

In October 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-3, “Determining the Fair Value of a Financial Asset when the Market for That Asset Is Not Active”, which became effective for us immediately. This standard clarifies the methods employed in determining the fair value for financial assets when a market for such assets is not active. The Company adopted this standard during the fourth quarter of 2008. The adoption of this standard did not have a significant impact on the Company’s results of operations or financial statements and is discussed in more detail in Note 1 to the Consolidated Financial Statements.

In February 2007, the FASB issued SFAS 159, which permits entities to choose to measure many financial instruments and certain other items at fair value that currently are not required to be measured at fair value. This Statement is effective no later than fiscal years beginning on or after November 15, 2007. As discussed in Note 1 to the Consolidated Financial Statements, the Company elected not to adopt the provisions of SFAS 159 for its financial instruments that are not required to be measured at fair value.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” which became effective for us in November 2008. This standard identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). The Company adopted this standard during the fourth quarter of 2008. The adoption of this standard did not have a significant impact on the Company’s results of operations or consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired and also changes the accounting treatment for certain acquisition related costs, restructuring activities, and acquired contingencies, among other changes. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This Statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The Company will adopt this standard during the first quarter of 2009. The Company expects that its adoption will reduce the Company’s operating earnings due to required recognition of acquisition and restructuring costs through operating earnings. The magnitude of this impact will be dependent on the number, size, and nature of acquisitions in periods subsequent to adoption.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 outlines the accounting and reporting for ownership interests in a subsidiary held by parties other than the parent. This standard is effective for fiscal years beginning on or after December 15, 2008. The Company does not anticipate that this standard will have a material impact on its financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, “Determination of the Useful Life of Intangible Assets”. The FSP amends the facts that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. The FSP requires

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

companies to consider their historical experience in renewing or extending similar arrangements together with the asset’s intended use, regardless of whether the arrangements have explicit renewal or extension provisions. In the absence of historical experience, companies should consider the assumptions that market participants would use about renewal or extension consistent with the highest and best use of the asset, adjusted for entity-specific factors. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, which will require prospective application. The Company will adopt this standard during the first quarter of 2009. The Company does not anticipate that this standard will have a material impact on its financial statements.

In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments that May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. The FSP requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. As such, the initial debt proceeds from the sale of the Company’s convertible subordinated debentures, which are discussed in more detail in Note 11 to the Consolidated Financial Statements, would be allocated between a liability component and an equity component. The resulting debt discount would be amortized over the instrument’s expected life as additional non-cash interest expense. The FSP is effective for fiscal years beginning after December 15, 2008 and will require retrospective application. The Company will adopt this standard during the first quarter of 2009. The adoption of this FSP will result in the Company recognizing additional interest expense on a retrospective and prospective basis and will also result in a reduction of earnings per share. The Company is currently assessing the impact that these adjustments will have on its financial statements. Based on preliminary estimates, the Company expects that the adoption of this FSP on a retroactive basis will result in the Company recognizing additional interest expense of approximately $2.4 million ($1.5 million, net of tax) per year for the years ended December 31, 2004 through 2007, and approximately $2.2 million ($1.3 million, net of tax) for the year ended December 31, 2008. In addition, the Company expects to recognize approximately $0.2 million ($0.1 million, net of tax) of additional interest expense resulting from the adoption of this FSP in 2009 on a prospective basis. However, the adoption of this FSP will not impact the amount of cash interest paid.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets”. The FSP amends SFAS No. 132 (revised 2003) to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The FSP requires employers of public and nonpublic companies to disclose more information about how investment allocation decisions are made, more information about major categories of plan assets, including concentration of risk and fair-value measurements, and the fair-value techniques and inputs used to measure plan assets. The disclosure requirements are effective for years ending after December 15, 2009. The Company will adopt the disclosure requirements of the FSP in the Company’s annual report on form 10-K for the year ended December 31, 2010, and does not anticipate that this standard will have a material impact on its financial statements.

Note 2 — Acquisitions

Capital Systems, Inc.

On July 1, 2008, the Company acquired Capital Systems, Inc. (“Capital”), a leading provider of financial communications based in midtown New York City, for $14.6 million in cash, which included working capital estimated at approximately $0.9 million. The amount of the purchased working capital as of December 31, 2008 was finalized in January 2009, resulting in an additional payment of approximately $0.2 million. The net cash outlay for the acquisition as of December 31, 2008 was approximately $15.0 million, which includes acquisition costs of approximately $0.4 million. The excess purchase price over identifiable net tangible assets of $9.2 million is reflected as part of goodwill, intangible assets, and other assets in the Consolidated Balance Sheet as of December 31, 2008. A total of approximately $2.6 million has been allocated to goodwill, $4.0 million has been

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

allocated to customer relationships, and is being amortized over an average estimated useful life of 8 years, and $2.6 million has been allocated to beneficial leasehold interests, and is being amortized over 6 years.

Pro forma financial information related to this acquisition has not been provided, as it is not material to the Company’s results of operations.

Rapid Solutions Group

On April 9, 2008, the Company acquired the digital print business of Rapid Solutions Group (“RSG”), a subsidiary of Janus Capital Group Inc., for $14.5 million in cash, which included preliminary working capital estimated at approximately $5.0 million. Pursuant to the asset purchase agreement, actual working capital greater than $5.0 million was for the benefit of the seller. In August 2008, the Company paid an additional $3.0 million related to the settlement of the working capital in excess of the $5.0 million that was included as part of the purchase price. The net cash outlay for this acquisition as of December 31, 2008 was $18.3 million, which includes acquisition costs of approximately $0.8 million. Approximately $8.3 million has been allocated to customer relationships and is being amortized over an average estimated useful life of 10 years, and approximately $4.1 million has been allocated to property and equipment, and is being depreciated over a weighted average estimated useful life of 4 years.

In accordance with EITF Issue No. 95-03, “Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF 95-03”), the Company accrued $3.5 million as of the acquisition date related to costs associated with the acquisition of this business. These costs include estimated severance related to the elimination of redundant functions associated with RSG’s operations and costs related to the closure of the RSG facilities. This amount is included in the preliminary purchase price allocation. As of December 31, 2008, approximately $0.7 million remains accrued.

Pro forma financial information related to this acquisition has not been provided, as it is not material to the Company’s results of operations.

GCom² Solutions, Inc.

On February 29, 2008, the Company acquired GCom² Solutions, Inc. (“GCom”) for $46.3 million in cash, which included working capital valued at $3.8 million. The net cash outlay for the acquisition as of December 31, 2008 was approximately $47.6 million, which includes acquisition costs of approximately $1.3 million. The excess purchase price over identifiable net tangible assets of $44.6 million is reflected as part of goodwill, intangible assets, and property, plant, and equipment in the Consolidated Balance Sheet as of December 31, 2008. A total of approximately $13.7 million has been allocated to goodwill, $24.6 million has been allocated to customer relationships and is being amortized over a weighted average estimated useful life of 10 years, and approximately $6.3 million has been allocated to computer software and is being depreciated over 5 years.

In accordance with EITF 95-03, the Company accrued approximately $0.8 million related to costs associated with the acquisition of this business. These costs include estimated severance related to the elimination of redundant functions associated with GCom’s operations and estimated closure costs related to redundant facilities. This amount is included in the purchase price allocation. As of December 31, 2008, approximately $0.5 million remains accrued.

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition. The allocation of the purchase price is subject to refinement.

Accounts receivable, net	$	5,398
Inventory		97
Prepaid and other current assets		351
Total current assets		5,846
Property, plant and equipment, net		6,945
Goodwill		13,739
Intangible assets		24,600
Other noncurrent assets		68
Total assets acquired		51,198
Current liabilities		(4,881	)
Total liabilities assumed		(4,881	)
Net assets acquired	$	46,317

Pro forma financial information related to this acquisition has not been provided, as it is not material to the Company’s results of operations.

Alliance Data Mail Services

In November 2007, the Company acquired ADS MB Corporation (“Alliance Data Mail Services”), an affiliate of Alliance Data Systems Corporation, for $3.0 million in cash, plus the purchase of working capital for $7.8 million (which reflects a final working capital adjustment of approximately $1.5 million that was received by the Company in June 2008), for total consideration of $10.8 million. The net cash outlay as of December 31, 2008 for this acquisition was approximately $11.3 million, which includes acquisition costs of approximately $0.5 million.

In accordance with EITF 95-03, the Company paid approximately $2.0 million related to costs associated with the acquisition of this business. These costs include severance related to the elimination of redundant functions associated with the Alliance Data Mail Services operations. This amount is included in the purchase price allocation.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of acquisition.

Accounts receivable, net	$	6,845
Inventory		2,785
Other current assets		3,594
Total current assets		13,224
Property, plant and equipment		772
Deferred tax assets		774
Other noncurrent assets		330
Total assets acquired		15,100
Accrued expenses and other current obligations		(4,282	)
Total liabilities assumed		(4,282	)
Net assets acquired	$	10,818

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The unaudited pro forma financial information related to this acquisition for the years ended December 31, 2007 and 2006 was presented in Note 2 to the Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

St Ives Financial

In January 2007, the Company completed its acquisition of St Ives Financial, a division of St Ives plc, for approximately $8.2 million in cash. In February 2007, the Company paid an additional $1.4 million to St Ives plc, which represented a working capital adjustment as defined in the Purchase and Sale Agreement. The net cash outlay for the acquisition was approximately $9.6 million, which included acquisition costs of approximately $0.3 million and was net of cash acquired of approximately $0.3 million. The excess purchase price over identifiable net tangible assets of approximately $10.9 million is reflected as part of goodwill and intangible assets in the Consolidated Balance Sheet as of December 31, 2008. A total of approximately $4.2 million has been allocated to goodwill and $6.7 million has been allocated to the value of customer relationships and is being amortized over the estimated useful life of six years.

In accordance with EITF 95-03, the Company included as acquisition costs approximately $2.8 million related to integration costs associated with the acquisition of this business. These costs include estimated severance and lease termination costs related to the elimination of redundant functions and excess facilities and equipment related to St Ives Financial operations.

Pro forma financial information related to this acquisition has not been provided, as it is not material to the Company’s results of operations.

In December 2007, the Company paid an additional $0.5 million to PLUM Computer Consulting Inc., (“PLUM”) to remove restrictions on the use of the Smartapps^tm software acquired from St Ives Financial, as it pertains to the future consideration related to the PLUM acquisition, which is described in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007. This amount was allocated to computer software and is being amortized over the useful life of three years.

Note 3 — Discontinued Operations

The results from discontinued operations for the years ended December 31, 2008, 2007 and 2006 are as follows:

	Year Ended December 31,
	2008		2007			2006
Revenue	$	—	$	—		$	15,201
Income (loss) from discontinued operations, net of income taxes	$	5,719	$	(223	)	$	(14,004	)

The income (loss) from discontinued operations, net of income taxes for the years ended December 31, 2008, 2007 and 2006 include adjustments related to estimated indemnification liabilities associated with the Company’s discontinued globalization and outsourcing businesses and adjustments related to exit costs associated with leased facilities formerly occupied by discontinued businesses, as discussed further below. In addition, the results from discontinued operations for the year ended December 31, 2008 includes tax benefits of approximately $5.8 million related to the recognition of previously unrecognized tax benefits associated with the Company’s discontinued outsourcing and globalization businesses, which is discussed in more detail in Note 10.

The results of the Company’s discontinued operations for the year ended December 31, 2006 also include the results from the Company’s discontinued litigation solutions business, which consists of: (i) the results of the Company’s document scanning and coding business until its sale in January 2006; (ii) the results of the DecisionQuest^® business until its sale in September 2006, which includes the Company’s equity share of income

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

from the joint venture investment in CaseSoft, Ltd., and the gain realized from its sale in May 2006; and (iii) the loss on the sale of DecisionQuest.

The Company completed the sale of DecisionQuest in September 2006. The Company received total consideration of approximately $9.8 million, consisting of $7.0 million in cash and a promissory note for approximately $2.9 million, which was valued at $2.8 million and was payable on September 11, 2010 and bore interest at 4.92%, which is paid quarterly. During the fourth quarter of 2008, the Company received $1.0 million of the principal amount of the promissory note from the buyer, and entered into an amended agreement to refinance the remaining principal amount of approximately $1.9 million. As of December 31, 2008, the remaining balance of the promissory note was valued at $1.8 million, and is payable on September 11, 2010. The remaining amount outstanding bears interest at 5.92% under the amended agreement. The Company recognized a loss on the sale of DecisionQuest of approximately $7.5 million during the year ended December 31, 2006.

In 2006, the Company recorded expenses of $8.2 million (approximately $5.1 million after tax) related to the estimated costs expected to be incurred in exiting facilities which were leased by DecisionQuest and Bowne Business Solutions. The accrued costs represented the present value of the expected facility costs over the remainder of the lease, net of sublease payments expected to be received. The total amount included in the Consolidated Balance Sheet as of December 31, 2008 and 2007 related to this liability is $5,053 and $5,681, respectively. As of December 31, 2008 and 2007, $453 and $913, respectively, are included in accrued expenses and other obligations and $4,600 and $4,768, respectively, are included in deferred rent.

Included in accrued expenses and other obligations in the accompanying Consolidated Balance Sheets as of December 31, 2008 and 2007 are $2,630 and $3,678, respectively. These amounts are primarily related to estimated indemnification liabilities associated with the Company’s discontinued globalization and outsourcing businesses as described more fully in Note 3 to the Company’s annual report on Form 10-K for the year ended December 31, 2007.

Note 4 — Cash and Cash Equivalents

Cash equivalents of $2,762 and $17,498 at December 31, 2008 and 2007, respectively, are carried at cost, which approximates market, and includes certificates of deposit and money market accounts, all of which have maturities of three months or less when purchased.

Note 5 — Marketable Securities

The Company classifies its investments in marketable securities as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. Marketable securities as of December 31, 2008 and 2007 consist primarily of investments in auction rate securities of approximately $2.9 million and $38.7 million, respectively. These securities are municipal debt obligations issued with a variable interest rate that was reset every 7, 28, or 35 days via a Dutch auction. Recent uncertainties in the credit markets have prevented the Company and other investors from liquidating some holdings of auction rate securities in recent auctions because the amount of securities submitted for sale has exceeded the amount of purchase orders. Accordingly, the Company still holds a portion of these auction rate securities and is receiving interest at comparable rates for similar securities.

During the year ended December 31, 2008, the Company liquidated approximately $35.6 million of its auction rate securities at par and received all of its principal and accrued interest. The remaining investments in auction rate securities have a par value of approximately $3.1 million as of March 1, 2009, and are insured against loss of principal and interest. Due to the uncertainty in the market as to when these auction rate securities will be refinanced or the auctions will resume, the Company has classified these securities as noncurrent assets as of December 31, 2008. The Company has recorded net unrealized losses related to its auction rate securities of $158 ($97 after tax) for the year ended December 31, 2008.

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Note 6 — Inventories

Inventories consist of the following:

	December 31,
	2008		2007
Raw materials	$	9,730	$	11,641
Work-in-process and finished goods		18,243		17,148
	$	27,973	$	28,789

Note 7 — Goodwill and Intangible Assets

As discussed further in Note 1, the Company tested its goodwill for impairment as of December 31, 2008 in accordance with SFAS 142. Based on our analysis, the Company determined that the fair value of its single reporting unit exceeded its carrying amount, and therefore the Company’s goodwill is not impaired as of December 31, 2008.

The Company recorded an impairment charge of $2,100 related to the goodwill of its JFS Litigators’ Notebook^® (“JFS”) business in 2007. As discussed in more detail in Note 8, the Company sold JFS in August 2008, which resulted in a reduction of $510 in goodwill associated with this business. In 2006, the Company recorded an impairment charge of $13,334 related to its discontinued DecisionQuest business, which was sold in September 2006.

The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows:

Balance at January 1, 2007	$	33,131
Goodwill associated with the St Ives Financial acquisition		4,177
Goodwill impairment related to JFS business		(2,100	)
Foreign currency translation adjustment		627
Balance at December 31, 2007	$	35,835
Goodwill associated with recent acquisitions		16,309
Reduction of goodwill resulting from the sale of JFS		(510	)
Purchase price adjustments for prior acquisitions		(277	)
Foreign currency translation adjustment		(986	)
Balance at December 31, 2008	$	50,371

The gross amounts and accumulated amortization of identifiable intangible assets are as follows:

	December 31, 2008				December 31, 2007
			Accumulated				Accumulated
	Gross Amount		Amortization		Gross Amount		Amortization
Amortizable intangible assets:
Customer relationships	$	48,580	$	6,760	$	11,794	$	2,190
Covenants not-to-compete		25		21		25		13
	$	48,605	$	6,781	$	11,819	$	2,203

The increase in customer relationships as of December 31, 2008 is primarily attributable to the allocation of the purchase price related to the acquisitions of GCom, RSG and Capital as described in more detail in Note 2 to the Consolidated Financial Statements.

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The Company recorded amortization expense of $4,606, $1,638 and $534 related to identifiable intangible assets for the years ended December 31, 2008, 2007 and 2006, respectively. Estimated annual amortization expense for the years ended December 31, 2009 through December 31, 2013 is shown below:

2009	$	5,463
2010	$	5,458
2011	$	5,458
2012	$	5,458
2013	$	4,388

Note 8 — Sale of Assets

In August 2008, the Company sold its JFS business for approximately $0.4 million, net of selling expenses, which resulted in the Company recognizing a loss on the sale of approximately $0.1 million for the year ended December 31, 2008. The results of operations from this business and the loss recognized on its sale are not reflected as discontinued operations in the Consolidated Financial Statements since it is not material to the Company’s results of operations.

As described in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007, the Company sold its share of an equity investment for total proceeds of approximately $11.4 million, which resulted in the Company recognizing a gain on the sale of approximately $9.2 million for the year ended December 31, 2007. The Company received approximately $10.8 million of the total proceeds in 2007 and the remaining balance of approximately $0.6 million was received from the escrow account during the fourth quarter of 2008.

Note 9 — Accrued Restructuring, Integration and Asset Impairment Charges

The Company continually reviews its business, manages costs, and aligns its resources with market demand, especially in light of the volatility of the capital markets and the resulting variability in capital markets services revenue. As a result, the Company has been proactive in reducing fixed costs, eliminating redundancies, and positioning the Company to respond to changing economic conditions. As a result of these steps, the Company incurred restructuring charges for severance and personnel-related costs related to headcount reductions, and costs associated with closing down and consolidating facilities.

In 2006, restructuring charges included: (i) asset impairment charges related to the consolidation of the Company’s digital facilities; (ii) severance and integration costs related to the integration of Vestcom’s Marketing and Business Communications division into Bowne’s operations; (iii) additional Company-wide workforce reductions, including certain corporate management and administrative functions; and (iv) costs related to the closure of a portion of the Company’s facility in Washington D.C. These actions resulted in restructuring and integration costs totaling $14,159 for the year ended December 31, 2006.

In 2007, restructuring charges included: (i) facility exit costs and asset impairment charges related to the reduction of leased space at the Company’s New York City facility; (ii) severance and integration costs related to the integration of the St Ives Financial business; (iii) additional company-wide workforce reductions; (iv) facility exit costs and an asset impairment charge related to the consolidation of the Company’s existing facility in Philadelphia, PA with the Philadelphia, PA facility previously occupied by St Ives Financial; (v) facility exit costs and impairment charges; and (vi) an asset impairment charge of $2.1 million related to the goodwill associated with the Company’s JFS business. These actions resulted in restructuring, integration and asset impairment costs totaling $17,001 for the year ended December 31, 2007.

In light of the significant decline in overall capital markets activity experienced in 2008 and the uncertainty surrounding the current economic conditions, the Company reduced its workforce by approximately 670 positions in 2008, excluding the impact of headcount reductions associated with recent acquisitions, or approximately 18%,

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

of the Company’s total headcount. These workforce reductions included a broad range of functions and were enterprise-wide. During 2008, the Company also closed its digital print facilities in Milwaukee, WI, Wilmington, MA and Sacramento, CA and its manufacturing and composition operations in Atlanta, GA. Work that was produced in these facilities has been transferred to the Company’s other facilities or moved to outsourcing providers. The related restructuring charges from these actions resulted in a pre-tax charge of approximately $24.6 million for the year ended December 31, 2008.

During the year ended December 31, 2008, the Company recorded integration costs of approximately $14.1 million primarily related to the acquisitions of Alliance Data Mail Services, GCom, RSG and Capital, which are discussed in more detail in Note 2 to the Consolidated Financial Statements. These costs primarily represent incremental costs directly related to the integration and consolidation of the acquired operations with existing Bowne operations. The majority of these costs consist of: labor, overtime costs, temporary labor, relocation costs and other incremental costs incurred related to the transition of work and the relocation of equipment and inventory of the acquired operations.

Total restructuring, integration and asset impairment charges amounted to $39,329 for the year ended December 31, 2008.

The following information summarizes the costs incurred with respect to restructuring, integration, and asset impairment activities for the years ended December 31, 2008, 2007 and 2006, respectively:

	Years Ended December 31,
	2008		2007		2006
Severance and personnel-related costs	$	20,680	$	4,686	$	3,660
Occupancy related costs		2,404		3,548		2,805
Asset impairment charges		631		6,588		2,550
Other (primarily integration costs)		15,614		2,179		5,144
Total	$	39,329	$	17,001	$	14,159

The activity pertaining to the Company’s accruals related to restructuring charges and integration costs (excluding non-cash asset impairment charges) since January 1, 2006, including additions and payments made, are summarized below.

	Severance
	and
	Personnel-			Occupancy
	Related Costs			Costs			Other			Total
Balance at January 1, 2006	$	4,023		$	4,772		$	—		$	8,795
2006 expenses		3,660			2,805			5,144			11,609
Paid in 2006		(6,032	)		(5,372	)		(4,934	)		(16,338	)
Balance at December 31, 2006		1,651			2,205			210			4,066
2007 expenses		4,686			3,548			2,179			10,413
Paid in 2007		(4,655	)		(4,424	)		(2,389	)		(11,468	)
Balance at December 31, 2007		1,682			1,329			—			3,011
2008 expenses		20,680			2,404			15,614			38,698
Paid in 2008		(13,860	)		(2,627	)		(15,585	)		(32,072	)
Balance at December 31, 2008	$	8,502		$	1,106		$	29		$	9,637

The majority of the remaining accrued severance and personnel-related costs will be paid in 2009.

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

As discussed in more detail in Note 2 to the Consolidated Financial Statements, the Company also incurred severance and lease termination costs related to the acquisitions of Alliance, GCom and RSG. In accordance with EITF 95-03, these amounts are included in the purchase price allocations related to these acquisitions.

Note 10 — Income Taxes

The (benefit) provision for income taxes attributable to continuing operations is summarized as follows:

	Years Ended December 31,
	2008			2007			2006
Current:
U.S. federal	$	(7,763	)	$	(2,557	)	$	4,364
Foreign		1,995			5,535			4,863
State and local		496			1,386			2,058
	$	(5,272	)	$	4,364		$	11,285
Deferred:
U.S. federal	$	(2,370	)	$	3,492		$	(988	)
Foreign		112			1,044			126
State and local		(3,244	)		102			377
	$	(5,502	)	$	4,638		$	(485	)

The (benefit) provision for income taxes is allocated as follows:

	Years Ended December 31,
	2008			2007		2006
Continuing operations	$	(10,774	)	$	9,002	$	10,800
Discontinued operations		(5,318	)		7		(6,145	)
	$	(16,092	)	$	9,009	$	4,655

Domestic (United States) and international components of (loss) income from continuing operations before income taxes are as follows:

	Years Ended December 31,
	2008			2007		2006
Domestic (United States)	$	(44,275	)	$	21,962	$	8,929
International		4,615			14,367		14,107
(Loss) income from continuing operations before taxes	$	(39,660	)	$	36,329	$	23,036

Income taxes paid (net of refunds) during the years ended December 31, 2008, 2007 and 2006 were as follows:

	Years Ended December 31,
	2008		2007		2006
Continuing operations	$	1,698	$	4,277	$	12,396
Discontinued operations		5		211		1,082
	$	1,703	$	4,488	$	13,478

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The following table reconciles income tax (benefit) expense based upon the U.S. federal statutory tax rate to the Company’s actual income tax (benefit) expense attributable to continuing operations:

	Years Ended December 31,
	2008			2007			2006
Income tax (benefit) expense based upon U.S. statutory tax rate	$	(13,881	)	$	12,715		$	8,063
State income tax (benefit) expense, net of federal benefit		(2,054	)		968			1,006
Effect of foreign taxes		492			(1,115	)		(1,195	)
Permanent differences, primarily non-deductible meals and entertainment expenses		2,367			1,538			1,942
Tax impact of intercompany settlements		2,376			1,630			334
Refunds		(132	)		(3,595	)		—
Recognition of previously unrecognized tax benefits		(330	)		(2,341	)		—
Other, net		388			(798	)		650
Total income tax (benefit) expense attributable to continuing operations	$	(10,774	)	$	9,002		$	10,800

The Company’s overall effective tax rate was 41.5% for the year ended December 31, 2008 as compared to 38.5% for the years ended December 31, 2007 and 2006.

Income tax benefit from continuing operations for the year ended December 31, 2008 includes income tax benefits of approximately $330 resulting from the recognition of previously unrecognized tax benefits, primarily due to the expiration of the statutes of limitations for prior year income tax returns and the finalization of audits of our U.S. federal income tax returns.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the expected benefits of utilization of net operating loss carry-forwards. In assessing the realization of deferred tax assets, management considers whether it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or the net operating losses can be utilized. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. A valuation allowance has been provided for a portion of deferred tax assets primarily relating to certain net operating losses due to uncertainty surrounding the utilization of these deferred tax assets. During 2008, the valuation allowance increased by approximately $0.4 million. The change in the valuation allowance relates primarily to the uncertainty in the realization of certain net operating losses. Based upon the level of historical taxable income and projections for future taxable income over the periods which the remaining deferred tax assets are realizable, management believes it is more-likely-than-not that the Company will realize the benefits of its net deferred tax assets.

The Company has not recognized deferred U.S. income taxes on approximately $35.1 million of undistributed earnings of its international subsidiaries since such earnings are deemed to be reinvested indefinitely. If the earnings were distributed and repatriated in the form of dividends, the Company would be subject, in certain cases, to both U.S. income taxes and foreign withholding taxes. Determination of the amount of any unrecognized deferred taxes is not practicable.

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2008 and 2007 are as follows:

	2008			2007
Deferred tax assets:
Net operating loss carry-forwards	$	6,004		$	6,121
Deferred compensation and benefits		40,415			23,205
Allowance for doubtful accounts		1,428			1,111
Tax credits		7,603			1,318
Accrued expenses		10,111			8,295
Other, net		2,595			3,641
Gross deferred tax assets		68,156			43,691
Deferred tax liabilities:
Property, plant and equipment		(4,624	)		(1,408	)
Intangible assets		(2,868	)		(2,748	)
Gross deferred tax liabilities		(7,492	)		(4,156	)
Deferred tax asset valuation allowance		(4,028	)		(3,581	)
Net deferred tax asset	$	56,636		$	35,954

Deferred tax assets and liabilities are included in the consolidated balance sheets as follows:

	2008		2007
Current deferred tax asset included in other current assets	$	11,997	$	11,048
Noncurrent deferred tax asset		44,639		24,906
	$	56,636	$	35,954

As of December 31, 2008, the Company had domestic and foreign net operating loss and other tax carry-forwards of approximately $2.4 million and $3.6 million, respectively, some of which do not expire, and none of which are estimated to expire before 2009.

Included in prepaid expenses and other current assets are approximately $9.3 million of current taxes receivable as of December 31, 2008. Included in accrued expenses and other obligations is approximately $0.9 million and $5.7 million of current taxes payable at December 31, 2008 and 2007, respectively.

In January 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which resulted in the Company recognizing a $590 decrease to its unrecognized tax benefits, which was reflected as an adjustment to retained earnings as of January 1, 2007.

The total amount of unrecognized tax benefits as of December 31, 2008 and 2007 is $2,885 and $9,283, including estimated interest and penalties of $780 and $1,550, respectively. The recognition of this amount would impact our effective tax rate. During the year ended December 31, 2008, the Company recognized a tax benefit of $6,651 related to previously unrecognized tax benefits, primarily due to the expiration of the statutes of limitations for prior year income tax returns and the finalization of audits of our U.S. federal income tax returns. Included in the recognition of these previously unrecognized tax benefits were $5,747 of tax benefits related to the Company’s discontinued outsourcing and globalization business and as such have been recorded in discontinued operations for the year ended December 31, 2008. The remaining portion of the recognition of these tax benefits are included in the results of continuing operations for the year ended December 31, 2008. There were no other significant changes to

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

the Company’s unrecognized tax benefits during the year ended December 31, 2008. The Company accrues interest and penalties related to reserves for income taxes as a component of its income tax provision. A reconciliation of the beginning and ending gross amount of the Company’s unrecognized tax benefits is as follows:

	December 31,
Unrecognized tax benefits	2008			2007
Balance at beginning of year	$	9,283		$	10,369
Additions for tax positions related to the current year		—			346
Additions for tax positions of prior years		100			668
Reductions for tax positions of prior years		(1,478	)		(2,257	)
Settlements		(283	)		(570	)
Statutes of limitation expirations		(3,966	)		(58	)
Interest, penalties and net state tax benefit		(771	)		785
Balance at end of year	$	2,885		$	9,283

The Company files income tax returns in the United States, and in various state, local and foreign jurisdictions. It is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position and a significant amount of time may elapse before an uncertain tax position is finally resolved. The Company recognizes tax benefits for uncertain tax positions which it believes are more-likely-than-not to be sustained based on the known facts at that point in time. The Company adjusts these tax benefits, as well as the related interest, in light of changing facts and circumstances. The resolution of a matter may result in recognition of a previously unrecognized tax benefit.

Audits of the Company’s U.S. federal income tax returns for 2001 through 2004 were completed in 2007, and are described in more detail in Note 10 to the Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2007. In addition, the audits of the Company’s 2005 and 2006 U.S. federal income tax returns have been finalized by the IRS during the third quarter of 2008. The Company’s income tax returns filed in state and local and foreign jurisdictions have been audited at various times.

The Company believes that it is reasonably possible that up to approximately $0.4 million of its currently unrecognized tax benefits may be recognized by the end of 2009.

Note 11 — Debt

The components of debt at December 31, 2008 and 2007 are as follows:

	December 31,
	2008		2007
Convertible subordinated debentures	$	8,320	$	75,000
Borrowings under revolving credit facility		79,500		—
Other		2,028		2,758
	$	89,848	$	77,758

In May 2005, the Company entered into a $150 million five-year senior, unsecured revolving credit facility (the “Facility”) with a bank syndicate. Interest on borrowings under the Facility is payable at rates that are based on the London InterBank Offered Rate (“LIBOR”) plus a premium that can range from 67.5 basis points to 137.5 basis points depending on the Company’s ratio of Consolidated Total Indebtedness to Consolidated Earnings before interest, taxes, depreciation and amortization (“EBITDA”) (“Leverage Ratio”) for the period of four consecutive fiscal quarters of the Company. The Company also pays facility fees on a quarterly basis, regardless of borrowing activity under the Facility. The facility fees can range from an annual rate of 20 basis points to 37.5 basis points of

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

the Facility amount, depending on the Company’s Leverage Ratio. The Company had $79.5 million of borrowings outstanding under this revolving credit facility as of December 31, 2008. Borrowings under this facility during 2008 relate to the partial repurchase of the Company’s subordinated debt, as discussed further below, and for the funding of acquisitions and operations during 2008. For the year ended December 31, 2008, the weighted-average interest rate on this line of credit approximated 3.65%. There were no borrowings as of December 31, 2007.

The terms of the revolving credit agreement provide certain limitations on additional indebtedness, liens, restricted payments, asset sales and certain other transactions. Additionally, the Company is subject to certain financial covenants based on its results of operations. The Company was in compliance with all financial covenants as of December 31, 2008. Failure to comply with these covenants in future periods could cause a default under the Facility, and the Company may then be required to repay the debt, or negotiate an amendment. Under those circumstances, other sources of capital may not be available to the Company, or be available only on unattractive terms. Amounts outstanding under this facility are classified as long-term debt since the facility expires in May 2010. The Company is in discussions with the members of its bank group to amend and extend its existing revolving credit facility.

In September 2003, the Company completed a $75 million private placement of 5% Convertible Subordinated Debentures (“Notes”) due October 1, 2033. The proceeds from the Notes were used to pay down a portion of the Company’s revolving credit facility that was in place at the time of issuance and were also used to repurchase a portion of the Company’s senior notes during 2003. Interest on the Notes is payable semi-annually on April 1 and October 1, and payments commenced on April 1, 2004. October 1, 2008 marked the five-year anniversary of the Notes, and was also the first day on which the “put” and “call” option became exercisable. On this date, holders of approximately $66.7 million of the Notes exercised their right to have the Company repurchase their Notes.

During the third quarter of 2008, the Company amended the terms of the Notes effective October 1, 2008 as an inducement to holders not to put their Notes. The amendment increased the semi-annual cash interest payable on the Notes from 5.0% to 6.0% per annum for interest accruing for the period from October 1, 2008 to October 1, 2010. The amendment also provided the holders of the Notes with an additional put option on October 1, 2010. In addition, the amendment also changed the conversion price applicable to the Notes to $16.00 per share from $18.48 per share for the period from October 1, 2008 to October 1, 2010 and included a make-whole table in the event of fundamental changes including; but not limited to, certain consolidations or mergers that result in change of control of the Company during the period from October 1, 2008 until October 1, 2010. These amendments apply to the $8.3 million of the Notes which remain outstanding. The remaining holders of the Notes may require the Company to repurchase all or any portion of that holder’s Notes on each of October 1, 2010, October 1, 2013, October 1, 2018, October 1, 2023 and October 1, 2028, or in the event of a “change in control” as that term is described in the indenture for the Notes, at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest and additional interest, if any, up to, but not including the redemption date. The Company has the option of paying for any Notes repurchased on October 1, 2013, October 1, 2018, October 1, 2023, or October 1, 2028 in cash, shares of the Company’s common stock, or a combination of cash and shares of common stock. The remaining balance of the Notes are classified as non-current debt as of December 31, 2008, since the earliest that the redemption and repurchase features can occur are on October 1, 2010, as discussed above. As a result of the redemption and repurchase features in October 2008, this debt was classified as current debt as of December 31, 2007. The Company incurred approximately $3.7 million in expenses in connection with the issuance of the debentures, which have been fully amortized to interest expense through October 1, 2008.

The Company is not subject to any financial covenants under the Notes other than cross default provisions.

The Company also has various capital lease obligations which are also included in long-term debt. Aggregate annual principal payments of the capital lease obligations for the next five years are: $842 in 2009, $605 in 2010, $370 in 2011, $356 in 2012 and $58 in 2013.

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Interest paid was $6,189, $4,733 and $4,516 for the years ended December 31, 2008, 2007 and 2006, respectively.

Note 12 — Employee Benefit Plans

Pension Plans

The Company sponsors a defined benefit pension plan (the “Plan”) which covers certain United States employees not covered by union agreements. In September 2007, the Company amended the Plan to change to a cash balance plan (the “Amended Plan”) effective January 1, 2008. The Plan benefits were frozen effective December 31, 2007 and no further benefits will be accrued under the former benefit calculation. The provisions of the Amended Plan allow for all eligible employees that were previously not able to participate in the Plan to participate in the Amended Plan after the completion of one year of eligible service. Under the Amended Plan, the participants will accrue monthly benefits equal to 3% of their eligible compensation, as defined by the Amended Plan. In addition, each participant account will be credited interest at the 10-year Treasury Rate. The participants’ accrued benefits will vest over three years of credited service. The Company will continue to contribute an amount necessary to meet the ERISA minimum funding requirements. The Company also has an unfunded supplemental executive retirement plan (SERP) for certain executive management employees. In addition, employees covered by union agreements (less than 1% of total Company employees as of December 31, 2008) are included in separate multi-employer pension plans to which the Company makes contributions. Plan benefit and net asset data for these multi-employer pension plans are not available. Also, certain non-union international employees are covered by other retirement plans.

During the fourth quarter of 2008, the Company recorded a curtailment gain on its defined benefit pension plan of $1,836, which primarily represents the accelerated recognition of unrecognized prior service cost (credit) resulting from the overall reduction in the Company’s workforce during 2008.

The reconciliation of the beginning and ending balances in benefit obligations and fair value of plan assets, as well as the funded status of the Company’s plans, are as follows:

	Pension Plan						SERP
	Years Ended						Years Ended
	December 31,						December 31,
Change in Benefit Obligation	2008			2007			2008			2007
Projected benefit obligation at beginning of year	$	122,913		$	137,295		$	21,289		$	17,433
Service cost		3,482			5,897			583			344
Interest cost		7,214			7,846			1,290			1,123
Amendments		—			(23,100	)		59			677
Actuarial (gain) loss		(4,968	)		1,623			296			4,913
Benefits paid		(9,375	)		(6,648	)		(2,396	)		(3,201	)
Projected benefit obligation at end of year	$	119,266		$	122,913		$	21,121		$	21,289

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

	Pension Plan						SERP
	Years Ended						Years Ended
	December 31,						December 31,
Change in Plan Assets	2008			2007			2008			2007
Fair value of plan assets at beginning of year	$	120,070		$	114,164		$	—		$	—
Actual return on plan assets		(33,805	)		9,254			—			—
Employer contributions prior to measurement date		—			3,300			2,396			3,201
Benefits paid		(9,375	)		(6,648	)		(2,396	)		(3,201	)
Fair value of plan assets at end of year		76,890			120,070			—			—
Unfunded status	$	(42,376	)	$	(2,843	)	$	(21,121	)	$	(21,289	)

The accumulated benefit obligations for the Company’s defined benefit pension plan and SERP, are as follows:

	Pension Plan				SERP
	Years Ended				Years Ended
	December 31,				December 31,
	2008		2007		2008		2007
Accumulated benefit obligation	$	119,266	$	122,913	$	16,291	$	16,896

Amounts recognized in the balance sheet consist of :

	Pension Plan						SERP
	Years Ended						Years Ended
	December 31,						December 31,
	2008			2007			2007			2007
Current liabilities	$	—		$	—		$	(1,855	)	$	(2,372	)
Noncurrent liabilities		(42,376	)		(2,843	)		(19,266	)		(18,917	)
Net amount recognized	$	(42,376	)	$	(2,843	)	$	(21,121	)	$	(21,289	)

The amount of accrued benefit liabilities are included in current and long-term liabilities for employee compensation and benefits.

Amounts recognized in accumulated other comprehensive income as of December 31, 2008 are as follows:

	Pension
	Plan			SERP
Net actuarial loss	$	57,485		$	11,098
Prior service (credit) cost		(16,464	)		1,531
Unrecognized net initial asset		(247	)		—
Total (before tax effects)	$	40,774		$	12,629
Total net of tax effects	$	24,056		$	7,451

The net amounts included in accumulated other comprehensive income (loss) in stockholders’ equity as of December 31, 2008 and 2007, was $31,507 which is net of a tax benefit of $21,896, and $8,421 which is net of a tax benefit of $5,448, respectively.

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The weighted-average assumptions that were used to determine the Company’s benefit obligations as of the measurement date (December 31) are as follows:

	Pension Plan						SERP
	December 31,						December 31,
	2008			2007			2008			2007
Discount rate		6.25	%		6.00	%		6.25	%		6.00	%
Projected future salary increase		4.00	%		4.00	%		4.00	%		4.00	%

The components of the net periodic benefit cost are as follows:

	Pension Plan									SERP
	Years Ended December 31,									Years Ended December 31,
	2008			2007			2006			2008		2007		2006
Service cost	$	3,482		$	5,897		$	6,628		$	583	$	344	$	310
Interest cost		7,214			7,846			7,533			1,290		1,123		1,150
Expected return on plan assets		(9,915	)		(9,570	)		(8,158	)		—		—		—
Recognized net initial (asset) obligation		(321	)		(321	)		(321	)		—		31		101
Recognized prior service (credit) cost		(1,649	)		(126	)		318			927		1,468		1,541
Recognized actuarial loss		654			368			1,482			1,798		1,029		884
Curtailment gain		(1,836	)		—			—			—		—		—
Net periodic (benefit) cost		(2,371	)		4,094			7,482			4,598		3,995		3,986
Union plans		219			312			337			—		—		—
Other retirement plans		1,983			1,943			1,675			—		—		—
Total (benefit) cost	$	(169	)	$	6,349		$	9,494		$	4,598	$	3,995	$	3,986

Other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ending December 31, are as follows:

	Pension Plan						SERP
	Years Ended						Years Ended
	December 31,						December 31,
	2008			2007			2008			2007
Net actuarial loss	$	38,752		$	1,939		$	296		$	4,913
Recognized actuarial loss		(654	)		(368	)		(1,798	)		(1,029	)
Prior service cost (credit)		—			(23,100	)		60			677
Recognized prior service credit (cost)		3,485			126			(927	)		(1,468	)
Recognized net initial asset (obligation)		321			321			—			(31	)
Total recognized in other comprehensive income (before tax effects)	$	41,904		$	(21,082	)	$	(2,369	)	$	3,062
Total recognized in other comprehensive income, net of tax effects	$	24,472		$	(12,967	)	$	(1,386	)	$	1,883
Total recognized in net benefit cost and other comprehensive income (before tax effects)	$	39,533		$	(16,988	)	$	2,229		$	7,057
Total recognized in net benefit cost and other comprehensive income, net of tax effects	$	23,127		$	(10,448	)	$	1,304		$	4,340

78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

During 2008, the total unrecognized net loss for the defined benefit pension plan increased by $38.1 million. The variance between the actual and expected return on plan assets during 2008 increased the total unrecognized net loss by $43.7 million. Because the total unrecognized net gain or loss exceeds the greater of 10% of the projected benefit obligation or 10% of the plan assets, the excess will be amortized over the average expected future working lifetime of active plan participants. As of January 1, 2008, the average expected future working lifetime of active plan participants was 11.9 years. Actual results for 2009 will depend on the 2009 actuarial valuation of the plan.

During 2008, the SERP’s total unrecognized net loss increased by $1.5 million. Because the total unrecognized net gain or loss exceeds the greater of 10% of the projected benefit obligation or 10% of the plan assets, the excess will be amortized over the average expected future working lifetime of active plan participants. As of January 1, 2008, the average expected future working lifetime of active plan participants was 6.5 years. Actual results for 2009 will depend on the 2009 actuarial valuation of the plan.

Amounts expected to be recognized in the net periodic benefit cost in 2009 are as follows:

	Pension
	Plan			SERP
Loss recognition	$	3,828		$	1,382
Prior service (credit) cost recognition		(1,486	)		908
Net initial (asset) recognition		(247	)		—

The weighted-average assumptions that were used to determine the Company’s net periodic benefit cost as of December 31 were as follows:

	Pension Plan									SERP
	Years Ended									Years Ended
	December 31,									December 31,
	2008			2007			2006			2008			2007			2006
Discount rate		6.00	%		6.25	%		5.75	%		6.00	%		6.25	%		5.75	%
Expected asset return		8.50	%		8.50	%		8.50	%		N/A			N/A			N/A
Salary scale		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%		4.00	%
Average future working lifetime (in years)		11.90			11.38			11.57			6.5			8.59			7.00

The change in the unrecognized net gain/loss is one measure of the degree to which important assumptions have coincided with actual experience. During 2008 the unrecognized net loss increased by 31.0% for the defined benefit pension plan, and decreased by 7.1% for the SERP as compared to the projected benefit obligation as of December 31, 2007. The Company changes important assumptions whenever changing conditions warrant. The discount rate is typically changed at least annually and the expected long-term return on plan assets will typically be revised every three to five years. Other material assumptions include the compensation increase rates, rates of employee termination, and rates of participant mortality.

The discount rate was determined by projecting the plans’ expected future benefit payments as defined for the projected benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for the single equivalent discount rate that resulted in the same projected benefit obligation. A 0.25% increase/(decrease) in the discount rate for the defined benefit pension plan would have (decreased)/increased the net periodic benefit cost for 2008 by $0.3 million and (decreased)/increased the year-end projected benefit obligation by $3.4 million. In addition, a 0.25% increase/(decrease) in the discount rate for the SERP would have (decreased)/increased the year-end projected benefit obligation by $0.3 million. This hypothetical increase/(decrease) in the discount rate would not have a material effect on the net periodic benefit cost for the SERP in 2008.

The expected rate of return on plan assets for the defined benefit pension plan was determined based on historical and expected future returns of the various asset classes, using the target allocations described below. Each 0.25% increase/(decrease) in the expected rate of return assumption would have (decreased)/increased the net

79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

periodic benefit cost for 2008 by $0.3 million. Since the SERP is not funded, an increase/(decrease) in the expected rate of return assumption would have no impact on the net periodic benefit cost for 2008.

The percentage of the fair value of total pension plan assets held by asset category as of December 31, 2008, 2007, and 2006 were as follows:

	December 31,
Asset Category	2008			2007			2006
Equity securities		68	%		79	%		80	%
Fixed income securities		27			18			19
Other		5			3			1
Total		100	%		100	%		100	%

The Company is currently evaluating its Plan guidelines and investment strategies.

The following information is based on the Company’s Pension Committee’s guidelines as of December 31, 2008:

The Company’s investment objective as it relates to pension plan assets is to obtain a reasonable rate of return, defined as income plus realized and unrealized capital gains and losses — commensurate with the Prudent Man Rule of the Employee Retirement Income Security Act (“ERISA”) of 1974. The Company expects its investment managers who invest in equity funds to produce a cumulative annualized total return net-of-fees that exceeds the appropriate broad market index by a minimum of 100 basis points per year over moving 3 and/or 5-year periods. The Company expects its investment managers who invest in fixed income securities to produce a cumulative annualized total return net-of-fees that exceeds the appropriate broad market index by a minimum of 50 basis points per year over moving 3 and/or 5-year periods. The Company also expects its investment managers to maintain premium performance compared to a peer group of similarly oriented investment advisors.

In selecting equities for all funds, including convertible and preferred securities, futures and covered options, traded on a U.S. stock exchange or otherwise available as ADRs (American Depository Receipts), the Company expects its investment managers to give emphasis to high-quality companies with proven management styles and records of growth, as well as sound financial structure. Domestic equity managers may invest in foreign securities in the form of ADRs; however, unless the Company approves, the manager may not exceed 20% of the equity market value of the account. Security selection and diversification is the sole responsibility of the portfolio manager, subject to: (i) a maximum 6% commitment of the total equity market value for an individual security; (ii) for funds benchmarked by the Russell 1000 or S&P 500 indexes, 30% for a particular economic sector, utilizing the 15 S&P 500 economic sectors; and (iii) for funds benchmarked by the Russell 2000 index, a 40% maximum in any Russell 2000 Index major sector and no more than two times (2X) the weight of any major Russell 2000 Index industry weight.

Fixed income securities are limited to U.S. Treasury issues, Government Agencies, Mortgages or Corporate Bonds with ratings of Baa or BBB or better as rated by Moody’s or Standard and Poor’s, respectively. Securities falling below investment grade after purchase are carefully scrutinized to see if they should be sold. Investments are typically in publicly held companies. The duration of fixed income in the aggregate is targeted to be equal to that of the broad, domestic fixed income market, plus or minus 3 years. In a rising interest rate environment, the Company may designate a portion of the fixed income assets to be held in shorter-duration instruments to reduce the risk of loss of principal.

80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The Company targets the plan’s asset allocation within the following ranges within each asset class:

Asset Classes	Ranges
Equities		65-85	%
Domestic		55-75	%
Large Cap Core		28-38	%
Large Cap Value		15-25	%
Small Cap		10-20	%
International		5-15	%
Fixed Income		15-35	%
Alternatives		5-15	%

The Company seeks to diversify its investments in a sufficient number of securities so that a decline in the price of one company’s securities or securities of companies in one industry will not have a pronounced negative effect upon the value of the entire portfolio. There is no limit on the amount of the portfolio’s assets that can be invested in any security issued by the United States Government or one of its agencies. No more than 6% of the portfolio’s assets of any one manager at market are to be invested in the securities of any one company.

In addition, investment managers are prohibited from trading in certain investments and are further restricted as follows (unless specifically approved by the Company’s management as an exception):

•  Option trading is limited to writing covered options;

•  Letter stock;

•  Bowne & Co., Inc. common stock;

•  Commodities;

•  Direct real estate or mortgages;

•  Security loans;

•  Risky or volatile derivative securities as commonly defined by the financial industry;

•  Manager portfolios may hold no greater than two times (2X) their respective index sector weights, up to a maximum of 30%;

•  No position greater than two (2) week’s average trading volume;

•  No more than 4.99% of the outstanding shares of any company may be owned in the portfolio; and

•  Unless authorized in specific manager guidelines, managers may not sell securities short, buy securities on margin, buy private or direct placements or restricted securities, borrow money or pledge assets, nor buy or sell commodities or annuities.

The Company monitors investment manager performance on a regular basis for consistency of investment philosophy, return relative to objectives, and investment risk. Risk is evaluated as a function of asset concentration, exposure to extreme economic conditions, and performance volatility. Investment performance is reviewed on a quarterly basis, and individual managers’ results are evaluated quarterly and over rolling one, three and five-year periods.

The Company expects the following benefit payments to be paid out of the plans for the years indicated. The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2008 and include estimated future employee service. Payments from the pension plan are made from plan assets, whereas payments from the SERP are made by the Company.

81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Year	Pension Plan		SERP
2009	$	3,177	$	1,912
2010		6,022		329
2011		5,151		814
2012		8,477		2,655
2013		9,998		2,976
2014 - 2018		44,108		17,716

The Company expects to contribute approximately $6.0 million to its defined benefit pension plan in 2009 and approximately $1.9 million to its unfunded supplemental retirement plan. Funding requirements for subsequent years are uncertain and will significantly depend on whether the plan’s actuary changes any assumptions used to calculate plan funding levels, the actual return on plan assets, changes in the employee groups covered by the plan, and any new legislative or regulatory changes affecting plan funding requirements. For tax planning, financial planning, cash flow management or cost reduction purposes the Company may increase, accelerate, decrease or delay contributions to the plan to the extent permitted by law.

Other Postretirement Benefit Plan

As described in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007, the Company identified an unfunded postretirement benefit plan (“OPEB”) offered to substantially all of the non-union full-time employees in Canada. The costs for these benefits were not accounted for under Statement of Financial Accounting Standard No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (“SFAS 106”), but were instead expensed as incurred based on the premiums paid on behalf of retirees receiving benefits under the plan. The Company has determined that the previously unrecorded accumulated benefit obligation and the incremental expense associated with this benefit plan were not material to the Company’s previously issued financial statements. The OPEB plan was amended in 2007, which resulted in the Company recognizing a curtailment gain of $1,704 for the year ended December 31, 2007.

Included in the Consolidated Balance Sheet as of December 31, 2008 and 2007 are $957 and $1,378, respectively, which represents the benefit obligations associated with the OPEB. The net cost (credit) for the OPEB included in the Consolidated Statement of Operations for the years ended December 31, 2008, 2007 and 2006 amounted to $74, ($1,087) and $71, respectively. As previously discussed, the credit reflected in the Statement of Operations for 2007 related to the OPEB includes a curtailment gain and the recognition of prior-year expenses in order to comply with the provisions of SFAS 106.

The amounts recognized in the balance sheet consist of:

	December 31,
	2008			2007
Current liabilities	$	(63	)	$	(62	)
Noncurrent liabilities		(894	)		(1,316	)
Net amount	$	(957	)	$	(1,378	)

As of December 31, 2008 and 2007, the net amount included in accumulated other comprehensive (loss) income in stockholders’ equity related to the OPEB was ($62) which is net of a tax benefit of ($40), and $24 which is net of a tax of $13, respectively.

82

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The components of the net periodic postretirement benefit cost related to the OPEB would have been as follows if the OPEB was accounted for in compliance with SFAS 106 for all periods presented:

	Years Ended December 31,
	2008		2007		2006
Service cost	$	7	$	131	$	140
Interest cost		67		135		129
Net periodic cost of defined benefit plans	$	74	$	266	$	269

The change in the projected benefit obligation and funded status of the OPEB plan are as follows:

	December 31,
Change in Benefit Obligation	2008			2007
Projected benefit obligation at beginning of year	$	1,378		$	2,742
Service cost		7			131
Interest cost		67			135
Prior service cost		—			(1,706	)
Actuarial gain		(153	)		(232	)
Benefits paid		(76	)		(57	)
Foreign currency		(266	)		365
Projected benefit obligation at end of period	$	957		$	1,378

The accumulated postretirement benefit obligation was determined using a weighted average discount rate of 6.75% in 2008 and 5.5% in 2007. The net periodic benefit cost was determined using a weighted average discount rate of 5.5% for 2008 and 5.0% for 2007 and 2006.

The health care cost trend rates are anticipated to increase by 12.5% in 2009 for benefit coverage under the OPEB. The increase is expected to gradually decline by 0.5% thereafter. The health care cost trend rate assumptions could impact the amounts reported. A 1.0% increase/(decrease) in the health care cost trend rate in 2008 would increase/(decrease) the year-end projected benefit obligation by approximately $251 and ($194), respectively. This hypothetical increase/(decrease) in the health care cost trend rates would not have a material effect on the net periodic benefit cost for the OPEB in 2008.

The Company expects the following benefit payments to be paid out of the plan for the years indicated. The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2008, and include estimated future employee service. Payments for the OPEB plan are made by the Company.

Year
2009	$	53
2010		57
2011		60
2012		63
2013		70
2014 - 2018		387

Defined Contribution Plans

The Company has a 401(k) Savings Plan (the “401(k)”) which substantially all of the Company’s domestic eligible non-union employees can participate in. The 401(k) is subject to the provisions of the ERISA Act of 1974.

83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The Company matched 100% of the first 3% of the participant’s compensation contributed to the 401(k), plus 50% of the next 2% of compensation contributed to the 401(k) for all periods presented. Amounts charged to income for the 401(k), representing the Company’s matching contributions, were $6,992, $5,680 and $5,658 for the years ended December 31, 2008, 2007 and 2006, respectively. Participants in the 401(k) can elect to invest contributions in the Company’s common stock. The 401(k) acquired 314,486, 56,800, and 34,500 shares of the common stock of the Company during 2008, 2007 and 2006, respectively. The 401(k) held 870,415, 687,113 and 822,065 shares of the Company’s common stock at December 31, 2008, 2007 and 2006, respectively. The shares held by the 401(k) are considered outstanding in computing the Company’s basic earnings per share and dividends paid to the 401(k) are charged to retained earnings. The Company’s foreign subsidiaries contribute to various defined contribution plans. The costs related to these plans are classified as other in the net periodic benefit cost disclosure for the Company’s pension plan.

Effective January 1, 2009, the Company suspended its matching contributions to the 401(k) for the 2009 plan year as a result of the Company’s cost savings initiatives to mitigate the effects of the current economic conditions.

Health Plan

The Company maintains a voluntary employee benefit health and welfare plan (the “Plan”) covering substantially all of its non-union employees. The Company funds disbursements as incurred. At December 31, 2008 and 2007, accrued expenses for Plan participants’ incurred but not reported claims were $1,986 and $2,137, respectively. Plan expenses were $18,513, $18,207 and $16,963 for the years ended December 31, 2008, 2007, and 2006, respectively.

Note 13 — Deferred Employee Compensation

Liabilities for deferred employee compensation consists of the following:

	December 31,
	2008		2007
Pension and other retirement costs, long-term	$	43,270	$	4,159
Supplemental retirement, long-term		19,266		18,917
Deferred compensation and other long-term benefits		13,332		13,732
	$	75,868	$	36,808

Note 14 — Other Income

The components of other income are summarized as follows:

	Years Ended December 31,
	2008		2007			2006
Interest income	$	1,748	$	2,775		$	3,673
Foreign currency gain (loss)		2,822		(1,526	)		(27	)
Other income (expense)		991		(122	)		(306	)
Total other income	$	5,561	$	1,127		$	3,340

Note 15 — Commitments and Contingencies

Lease commitments

The Company and its subsidiaries occupy premises and utilize equipment under leases which are classified as operating leases and expire at various dates to 2026. Many of the leases provide for payment of certain expenses and contain renewal and purchase options. The Company also has equipment financed under capital leases which are described more fully in Note 11 to the Consolidated Financial Statements.

84

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Rent expense relating to premises and equipment amounted to $38,180, $34,031 and $37,407 for the years ended December 31, 2008, 2007 and 2006, respectively. Also included in these figures is rent expense from short-term leases. The minimum annual commitments under non-cancelable leases and other operating arrangements are summarized as follows:

2009	$	32,824
2010		25,558
2011		20,885
2012		17,487
2013		15,078
2014 - 2026		84,920
Total	$	196,752

Future rental commitments for leases have not been reduced by minimum non-cancelable sublease rentals aggregating approximately $7.9 million. The Company remains secondarily liable under these leases in the event that the sub-lessee defaults under the sublease terms. The Company does not believe that material payments will be required as a result of the secondary liability provisions of the primary lease agreements.

Purchase Commitments

The Company has entered into service agreements with vendors to outsource certain services. The terms of the agreements run through 2013, with minimum annual purchase commitments of $12,600 in 2009, $14,583 in 2010, $15,917 in 2011, $5,000 in 2012 and $417 in 2013.

Contingencies

The Company is involved in certain litigation in the ordinary course of business and believes that the various asserted claims and litigation would not materially affect its financial position, operating results or cash flows.

Note 16 — Stockholders’ Equity

The Company has a Stockholder Rights Plan that grants each stockholder a right to purchase 1/1000th of a share of Preferred Stock for each share of common stock owned when certain events occur. These certain events involve the acquisition, tender offer or exchange of 20% or more of the common stock by a person or group of persons, without the approval of the Company’s Board of Directors. Prior to the event, the Rights will be linked to the underlying shares of the common stock and may not be transferred by themselves.

Since inception of the Company’s share repurchase program in December 2004 through December 31, 2007, the Company effected the repurchase of approximately 12.9 million shares of its common stock at an average price of $15.18 per share for an aggregate purchase price of approximately $196.3 million, which is described in more detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007. During the year ended December 31, 2007, the Company repurchased approximately 3.1 million shares of its common stock for approximately $51.7 million (an average price of $16.52 per share). This program was completed in December 2007, and there were no repurchases of the Company’s common stock by the Company during 2008.

Note 17 — Stock Option Plans

The Company has two stock incentive plans, a 1999 Plan (which was amended in May 2006) and a 2000 Plan. The 1999 Plan was approved by shareholders. The 2000 Plan did not require shareholder approval.

The 1999 Incentive Compensation Plan was amended in 2006. As a result of the amendment, the shares reserved for equity awards under the 1999 Amended Plan were increased by 3,000,000 shares to 7,827,500 shares. The 1999 Amended Plan also eliminated the 300,000 limit on the number of shares reserved under the Plan for the

85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

issuance of awards other than stock options and stock appreciation rights (“SARs”). The 1999 Amended Plan provides for the granting of stock awards to officers, key employees, non-employee directors, and others who provide substantial services to the Company, at a price not less than the fair market value on the date the award is granted. According to the 1999 Amended Plan the grant of equity awards will be counted under a “fungible pool” approach, under which grants of stock options continue to count as one share, and the issuance of a share of stock pursuant to the grant of an award other than an option or SAR will count as 2.25 shares. The Company’s 2000 Incentive Compensation Plan provides for the granting of options to purchase 3,000,000 shares to key employees and others who provide substantial services to the Company, also at a price not less than the fair market value on the date each option is granted.

The 1999 Amended Plan permits grants of either Incentive Stock Options or Nonqualified Options. Options become exercisable as determined at the date of grant by a committee of the Board of Directors. Options granted have a term of seven or ten years determined on the date of grant. The 1999 Amended Plan permits the issuances of SARS, limited stock appreciation rights (“LSARs”), restricted stock, restricted stock units, deferred stock units, and stock granted as a bonus, dividend equivalent, performance award or annual incentive award. The 2000 Plan permits the issuance of Nonqualified Options, SARs, LSARs, restricted stock, restricted stock units, deferred stock units, and stock granted as a bonus, dividend equivalent, other stock-based award or performance award. SARs and LSARs may be paid in shares, cash or combinations thereof. The Compensation and Management Development Committee of the Board (the “Committee”) governs most of the parameters of the 1999 and 2000 Plans including grant dates, expiration dates, and other awards.

The Company uses treasury shares to satisfy stock option exercises from the 2000 Plan, deferred stock units, and restricted stock awards. To the extent treasury shares are not used, shares are issued from the Company’s authorized and unissued shares.

The following table summarizes the number of securities to be issued upon exercise of outstanding options, vesting of restricted stock and conversion of deferred stock units into shares of stock, and the number of securities remaining available for future issuance under the Company’s plans as of December 31, 2008:

	Number of Securities		Weighted-Average
	to be Issued Upon		Exercise Price of
	Exercise/Conversion		Outstanding Options
Plan approved by shareholders (1999 Plan):
Stock options		2,241,401	$	11.26
Restricted stock and restricted stock units		136,000		(a	)
Deferred stock units		319,652		(a	)
Plan not approved by shareholders (2000 Plan):
Stock options		403,900	$	9.13
Deferred stock units		416,747		(a	)
Total		3,517,700

(a) Not applicable

There were no SARs or LSARs outstanding as of December 31, 2008.

The number of securities remaining available for future issuance as of December 31, 2008 is as follows:

Plans approved by shareholders (1999 Plan)	41,177
Plan not approved by shareholders (2000 Plan)	223,747
Total	264,924

86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

The details of the stock option activity for the year ended December 31, 2008 is as follows:

				Weighted-
				Average		Aggregate
	Number of			Exercise		Intrinsic
	Options			Price		Value
Outstanding as of January 1, 2008		2,362,230		$	13.88
Granted		770,000		$	4.05
Exercised		(68,500	)	$	11.19
Cancellations/Forfeitures		(418,429	)	$	14.82
Outstanding as of December 31, 2008		2,645,301		$	10.94	$	1,374
Exercisable as of December 31, 2008		1,615,676		$	13.53	$	—

The total intrinsic value of the options exercised during the years ended December 31, 2008, 2007 and 2006 were $217, $4,253 and $2,587, respectively. The amount of cash received from the exercise of stock options was $766, $11,714 and $12,533 for the years ended December 31, 2008, 2007 and 2006, respectively. The tax benefit recognized related to compensation expense for stock options amounted to $71, $66 and $157 for the years ended December 31, 2008, 2007 and 2006, respectively. The actual tax benefit realized for the tax deductions from stock option exercises was $74, $1,626 and $999 for the years ended December 31, 2008, 2007 and 2006, respectively. SFAS 123(R) requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows. This treatment resulted in cash flows from financing activities of $11, $667 and $184 for the years ended December 31, 2008, 2007 and 2006, respectively.

The following table summarizes information concerning outstanding and exercisable stock option awards as of December 31, 2008:

	Options Outstanding						Options Exercisable
			Weighted-		Weighted-				Weighted-
			Average		Average				Average
Range of	Number		Remaining		Exercise		Number		Exercise
Exercise Prices	Outstanding		Life		Price		Exercisable		Price
$ 4.05 - $10.31		935,895		6 years	$	4.99		165,895	$	9.40
$10.32 - $11.99		142,732		2 years	$	10.61		142,732	$	10.61
$12.00 - $14.00		663,089		2 years	$	13.42		645,089	$	13.40
$14.01 - $15.77		868,665		4 years	$	15.24		630,790	$	15.21
$15.78 - $19.72		34,920		7 years	$	17.49		31,170	$	17.56
		2,645,301		4 years	$	10.94		1,615,676	$	13.53

The following table summarizes information about nonvested stock option awards as of December 31, 2008:

				Weighted-
				Average
	Number of			Grant-Date
	Options			Fair Value
Nonvested stock options as of January 1, 2008		509,275		$	4.99
Granted		770,000		$	1.66
Vested		(233,900	)	$	4.91
Forfeited		(15,750	)	$	4.73
Nonvested stock options as of December 31, 2008		1,029,625		$	2.52

Total compensation expense recognized related to stock options that vested during the years ended December 31, 2008, 2007 and 2006 amounted to $221, $536 and $523, respectively.

87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Deferred Stock Awards

The Company maintains a program for certain key executives and directors that provides for the conversion of a portion of their cash bonuses or directors’ fees into deferred stock units. These units are convertible into the Company’s common stock on a one-for-one basis, generally at the time of retirement or earlier under certain specific circumstances, and are included as shares outstanding in computing the Company’s basic and diluted earnings (loss) per share. At December 31, 2008 and 2007, the amounts included in stockholders’ equity for these units were $6,068 and $5,199, respectively. At December 31, 2008 and 2007, there were 557,652 and 471,340 units outstanding, respectively.

Additionally, the Company has a Deferred Sales Compensation Plan for certain sales personnel. This plan allows a salesperson to defer payment of commissions to a future date. Participants may elect to defer commissions to be paid in either cash or a deferred stock equivalent (the value of which is based upon the value of the Company’s common stock), or a combination of cash or deferred stock equivalents. The amounts deferred, plus any matching contribution made by the Company, will be paid upon retirement, termination or in certain hardship situations. Amounts accrued which the employees participating in the plan have elected to be paid in deferred stock equivalents amounted to $2,178 and $2,221 at December 31, 2008 and 2007, respectively. In January 2004, the Plan was amended to require that the amounts to be paid in deferred stock equivalents would be paid solely in the Company’s common stock. At December 31, 2008 and 2007, these amounts are a component of additional paid in capital in stockholders’ equity. The payment of certain vested employer matching amounts due under the plan may be accelerated in the event of a change of control, as defined in the plan. At December 31, 2008 and 2007, there were 178,747 and 179,862 deferred stock equivalents, respectively, outstanding under this Plan. These awards are included as shares outstanding in computing the Company’s basic and diluted earnings per share.

Compensation expense related to deferred stock awards amounted to $1,164, $1,019 and $1,012 for the years ended December 31, 2008, 2007 and 2006, respectively.

Restricted Stock and Restricted Stock Units (excluding awards under the Equity Incentive Plans)

In accordance with the 1999 Incentive Compensation Plan, the Company granted certain senior executives restricted stock and restricted stock units (“RSUs”) awards. The awards have various vesting conditions and are subject to certain terms and restrictions in accordance with the agreements. The fair value of the awards is determined based on the fair value of the Company’s stock at the date of grant and is charged to compensation expense over the requisite service periods.

A summary of the restricted stock activity for 2008 is presented below:

				Weighted-
				Average
	Number of			Grant-Date
	Shares			Fair Value
Nonvested restricted stock and RSUs as of January 1, 2008		24,000		$	15.22
Granted		126,000		$	13.32
Vested		(14,000	)	$	15.14
Forfeited		—			—
Nonvested restricted stock and RSUs as of December 31, 2008		136,000		$	13.47

Compensation expense related to these awards amounted to $883, $410 and $1,064 for the years ended December 31, 2008, 2007 and 2006, respectively. As of December 31, 2008 unrecognized compensation expense related to these awards amounted to $1,020, which will be recognized over a weighted-average period of 1.6 years.

88

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Long-Term Equity Incentive Plan

The Company’s Board of Directors approved a Long-Term Equity Incentive Plan (“LTEIP”) which became effective retroactive to January 1, 2006 upon the approval of the 1999 Amended Incentive Compensation Plan on May 25, 2006. In accordance with the 1999 Amended Incentive Plan, certain officers and key employees were granted RSUs at a target level based on certain criteria. The actual amount of RSUs earned was based on the level of performance achieved relative to established goals for the three-year performance cycle beginning January 1, 2006 through December 31, 2008 and ranged from 0% to 200% of the target RSUs granted. The performance goal was based on the average return on invested capital (“ROIC”) for the three-year performance cycle. The LTEIP provided for accelerated payout if the maximum average ROIC performance target was attained within the initial two years of the three-year performance cycle. The awards were subject to certain terms and restrictions in accordance with the agreements. The fair value of the RSUs granted was determined based on the fair value of the Company’s stock at the date of grant and was charged to compensation expense for most employees based on the date of grant through the payment date.

As discussed in further detail in Note 17 to the Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2007, the maximum average ROIC performance target was attained in 2007, and as a result, the Company recognized compensation expense reflecting the accelerated payout at 200%. The Company recorded compensation expense related to the LTEIP of $1,122, $11,238 and $1,461 for the years ended December 31, 2008, 2007 and 2006, respectively. The compensation expense recognized under the LTEIP for the year ended December 31, 2008, represents the remaining compensation to be vested through the payment date of the awards, which occurred in March 2008 based on the 2007 results of operations. The total amount of shares awarded in March 2008 related to the settlement of the LTEIP was approximately 938,000.

2008 Equity Incentive Plan

In April 2008, the Company’s Compensation and Management Development Committee of the Board of Directors approved the 2008 Equity Incentive Plan (“EIP”). In accordance with the EIP, certain officers and key employees were granted 209,000 RSUs at a target level during 2008. The actual amount of RSUs to be earned was based on the level of performance achieved relative to established goals for the one-year performance period beginning January 1, 2008 through December 31, 2008 and ranged from 0% to 200% of the target RSUs granted. The performance goal was based on the Company’s ROIC for the one-year performance period. In December 2008, these awards were cancelled as the Company determined that the performance level for payout under the plan had not been met. As such, there is no compensation expense recognized under this plan for the year ended December 31, 2008.

Note 18 — Comprehensive (Loss) Income

The components of accumulated other comprehensive (loss) income are summarized as follows:

	December 31,
	2008			2007			2006
Foreign currency translation adjustment	$	(1,925	)	$	9,863		$	2,284
Pension liability adjustment (net of tax effect)		(31,445	)		(8,445	)		(19,668	)
Unrealized losses on marketable securities (net of tax effect)		(129	)		(24	)		(20	)
	$	(33,499	)	$	1,394		$	(17,404	)

Note 19 — Segment Information

As discussed in further detail in the Company’s annual report on Form 10-K for the year ended December 31, 2007, during 2007 the Company announced several significant changes to its organizational structure to support the consolidation of its divisions into a unified model that supports Bowne’s full range of service offerings, from

89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

services related to capital markets and compliance reporting to investment management solutions and personalized, digital marketing communications. These modifications were made in response to the evolving needs of our clients, who are increasingly asking for services that span Bowne’s full range of offerings. As a result of these changes, we evaluated the impact on segment reporting and made certain changes to our segment reporting in the first quarter of 2008. The Company now has one reportable segment, which is consistent with the way the Company is structured and managed. The Company had previously reported two reportable segments: Financial Communications and Marketing & Business Communications. The consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 have been presented to reflect one reportable segment in accordance with SFAS No. 131.

The Company’s performance is evaluated based on several factors, of which the primary financial measure is segment profit. Segment profit is defined as gross profit (revenue less cost of revenue) less selling and administrative expenses. Segment performance is evaluated exclusive of interest, income taxes, depreciation, amortization, restructuring, integration and asset impairment charges, and other expenses and other income. Segment profit is measured because management believes that such information is useful in evaluating the Company’s results relative to other entities that operate within our industry. Segment profit is also used as the primary financial measure for purposes of evaluating financial performance under the Company’s annual incentive plan.

The information presented below reconciles segment profit to (loss) income from continuing operations before income taxes.

	Years Ended December 31,
	2008			2007			2006
Revenue	$	766,645		$	850,617		$	833,734
Cost of revenue (exclusive of depreciation and amortization shown below)		(525,047	)		(531,230	)		(543,502	)
Gross profit		241,598			319,387			290,232
Selling and administrative (exclusive of depreciation and amortization shown below)		(208,374	)		(242,118	)		(224,011	)
Segment profit		33,224			77,269			66,221
Depreciation		(28,491	)		(27,205	)		(25,397	)
Amortization		(4,606	)		(1,638	)		(534	)
Restructuring charges, integration costs and asset impairment charges		(39,329	)		(17,001	)		(14,159	)
Purchased in-process research and development		—			—			(958	)
Interest expense		(6,019	)		(5,433	)		(5,477	)
Gain on sale of equity investment		—			9,210			—
Other income, net		5,561			1,127			3,340
(Loss) income from continuing operations before income taxes	$	(39,660	)	$	36,329		$	23,036

90

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BOWNE & CO., INC. AND SUBSIDIARIES — (Continued)

(In thousands, except share and per share information and where noted)

Geographic information about the Company’s revenue, which is principally based on the location of the selling organization, and long-lived assets, is presented below:

	Years Ended December 31,
	2008		2007		2006
Revenue by source:
United States	$	618,709	$	658,158	$	647,265
Canada		63,021		82,736		89,349
Other international, primarily Europe and Asia		84,915		109,723		97,120
	$	766,645	$	850,617	$	833,734

	Years Ended December 31,
	2008		2007
Long-lived assets, net:
United States	$	220,933	$	157,320
Canada		7,414		10,580
Other international, primarily Europe and Asia		5,581		6,389
	$	233,928	$	174,289

Note 20 — Subsequent events

In January 2009, the Company reduced its workforce by an additional 200 positions, or 6% of the Company’s total headcount. The reduction in workforce included a broad range of functions and was enterprise wide. The Company estimates that the related restructuring charges, primarily severance and other employee-related costs, resulting from these actions will result in a first quarter 2009 pre-tax charge of $4.0 million.

The Company’s Board of Directors approved a new Long-Term Incentive Plan (the “2009 LTIP”) on March 5, 2009. The 2009 LTIP includes certain officers and key employees. The actual amount to be earned under the 2009 LTIP is based on the level of performance achieved relative to established goals for the three-year performance cycle beginning January 1, 2009 through December 31, 2011, and ranges from 0% to 200%. The estimated compensation expense to be recognized for the 2009 LTIP at the target performance metric for the years ended December 31, 2009 through 2012, is approximately $2.3 million, $3.0 million, $3.0 million and $0.8 million, respectively. The 2009 LTIP provides for accelerated vesting if the maximum performance target is attained within the initial two-years of the three-year performance cycle. Amounts to be earned under the 2009 LTIP will be paid in cash, if earned, with the possibility of converting the cash awards into stock awards at a future date.

91

BOWNE & CO., INC. AND SUBSIDIARIES

SUMMARY OF QUARTERLY DATA

(In thousands, except share and per share information, unaudited)

A summary of quarterly financial information for the years ended December 31, 2008 and 2007 is as follows:

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Full Year
Year Ended December 31, 2008
Revenue	$	208,767		$	237,008		$	163,956		$	156,914		$	766,645
Gross profit		70,604			86,910			42,055			42,029			241,598
Income (loss) from continuing operations before income taxes		2,126			3,735			(25,264	)		(20,257	)		(39,660	)
Income tax (expense) benefit		(313	)		(1,692	)		8,017			4,762			10,774
Income (loss) from continuing operations		1,813			2,043			(17,247	)		(15,495	)		(28,886	)
(Loss) income from discontinued operations, net of tax		(578	)		(285	)		6,084			498			5,719
Net income (loss)	$	1,235		$	1,758		$	(11,163	)	$	(14,997	)	$	(23,167	)
Earnings (loss) per share from continuing operations:
Basic	$	0.07		$	0.07		$	(0.62	)	$	(0.56	)	$	(1.05	)
Diluted	$	0.07		$	0.07		$	(0.62	)	$	(0.56	)	$	(1.05	)
(Loss) earnings per share from discontinued operations:
Basic	$	(0.02	)	$	(0.01	)	$	0.22		$	0.02		$	0.21
Diluted	$	(0.02	)	$	(0.01	)	$	0.22		$	0.02		$	0.21
Total earnings (loss) per share:
Basic	$	0.05		$	0.06		$	(0.40	)	$	(0.54	)	$	(0.84	)
Diluted	$	0.05		$	0.06		$	(0.40	)	$	(0.54	)	$	(0.84	)
Average shares outstanding:
Basic		27,051			27,549			27,624			27,659			27,477
Diluted		27,820			27,834			27,702			27,659			27,677

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	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Full Year
Year Ended December 31, 2007
Revenue	$	212,022		$	262,198		$	181,678		$	194,719		$	850,617
Gross profit		82,124			100,282			63,082			73,899			319,387
Income (loss) from continuing operations before income taxes		11,437			23,100			(586	)		2,378			36,329
Income tax (expense) benefit		(1,253	)		(7,267	)		1,534			(2,016	)		(9,002	)
Income from continuing operations		10,184			15,833			948			362			27,327
Income (loss) from discontinued operations, net of tax		495			(136	)		(144	)		(438	)		(223	)
Net income (loss)	$	10,679		$	15,697		$	804		$	(76	)	$	27,104
Earnings per share from continuing operations:
Basic	$	0.35		$	0.56		$	0.03		$	0.01		$	0.97
Diluted	$	0.32		$	0.49		$	0.03		$	0.01		$	0.90
Earnings (loss) per share from discontinued operations:
Basic	$	0.02		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Diluted	$	0.02		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Total earnings per share:
Basic	$	0.37		$	0.56		$	0.03		$	0.00		$	0.96
Diluted	$	0.34		$	0.49		$	0.03		$	0.00		$	0.89
Average shares outstanding:
Basic		28,757			28,384			28,309			27,166			28,161
Diluted		33,253			33,171			28,933			28,050			33,041

Earnings (loss) per share amounts for each quarter are required to be computed independently, and may not equal the amount computed for the full year.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

(a) Disclosure Controls and Procedures.  The Company maintains a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls include components of internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States.

The Company’s management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2008, pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e) (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in ensuring that all material

93

information required to be filed or submitted under the Exchange Act has been made known to them in a timely fashion. The Company believes that the financial statements included in this 10-K for the year ended December 31, 2008 fairly present the financial condition and results of operations for the periods presented.

(b) Management’s Annual Report on Internal Control Over Financial Reporting.  The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management has conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operating effectiveness of the Company’s internal control over financial reporting. As a result of this assessment, management concluded that, as of December 31, 2008, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this annual report on Form 10-K, has issued an attestation report on Bowne & Co., Inc.’s internal control over financial reporting as of December 31, 2008, dated March 16, 2009.

(c) Changes in Internal Control Over Financial Reporting.  During the fourth quarter of 2008, the Company implemented a new workflow and billing system, which accelerates and simplifies the movement of data between customer service, manufacturing shop floor and invoicing. Other than this change, there have not been any significant changes in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter or for the year ended December 31, 2008 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

94

(d) Report of Independent Registered Public Accounting Firm.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Bowne & Co., Inc.:

We have audited Bowne & Co., Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Bowne & Co., Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (Item 9A (b)). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Bowne & Co., Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Bowne & Co., Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated March 16, 2009 expressed an unqualified opinion on those consolidated financial statements.

/s/  KPMG LLP

New York, New York

March 16, 2009

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Item 9B.   Other Information

The Company’s Board of Directors approved a new Long-Term Incentive Plan (the “2009 LTIP”) on March 5, 2009. The 2009 LTIP includes certain officers and key employees. The actual amount to be earned under the 2009 LTIP is based on the level of performance achieved relative to established goals for the three-year performance cycle beginning January 1, 2009 through December 31, 2011, and ranges from 0% to 200%. The estimated compensation expense to be recognized for the 2009 LTIP at the target performance metric for the years ended December 31, 2009 through 2012, is approximately $2.3 million, $3.0 million, $3.0 million and $0.8 million, respectively. The 2009 LTIP provides for accelerated vesting if the maximum performance target is attained within the initial two-years of the three-year performance cycle. Amounts to be earned under the 2009 LTIP will be paid in cash, if earned, with the possibility of converting the cash awards into stock awards at a future date.

96

PART III

Item 10.   Directors and Executive Officers of the Registrant

The information required by this Item 10 regarding the Company’s directors is incorporated herein by reference from the information provided under the heading “Election of Directors” of the Company’s definitive Proxy Statement anticipated to be dated April 15, 2009.

The information required by this Item 10 with respect to the Company’s executive officers appears as a Supplemental Item in Part I of this Annual Report under the caption “Executive Officers of the Registrant.”

The information required by this Item 10 with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated herein by reference to the information provided under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement anticipated to be dated April 15, 2009.

The information required by this Item 10 with respect to the Company’s Audit Committee is incorporated herein by reference to the information provided under the heading “Committees of the Board” in the Company’s definitive Proxy Statement anticipated to be dated April 15, 2009.

The Company’s Board of Directors has determined that Mr. Douglas B. Fox, Ms. Marcia J. Hooper, and Mr. Stephen V. Murphy, who serve on the Company’s Audit Committee, are each an “audit committee financial expert” and are “independent”, in accordance with the Sarbanes-Oxley Act of 2002 (“SOX”), Exchange Act Rule 10A-3 and New York Stock Exchange listing requirements.

The Company’s corporate governance guidelines as well as charters for the Company’s Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee are available on the Company’s website (www.bowne.com) and are available in print without charge to any shareholder who requests them from the Corporate Secretary.

In accordance with SOX and New York Stock Exchange listing requirements, the Company has adopted a code of ethics that covers its directors, officers and employees including, without limitation, its principal executive officer, principal financial officer, principal accounting officer, and controller. The code of ethics is posted on the Company’s website (www.bowne.com) and is available in print without charge to any shareholder who requests it from the Corporate Secretary. We will disclose on our website amendments to or waivers from our code of ethics applicable to directors or executive officers in accordance with applicable laws and regulations.

The Company has submitted to the New York Stock Exchange the annual CEO certification required by the rules of the New York Stock Exchange. The Company also submitted to the SEC all certifications required under Section 302 and 906 of the Sarbanes-Oxley Act as exhibits to its Form 10-Qs and Form 10-K for fiscal year 2008.

Item 11.   Executive Compensation

Reference is made to the information set forth under the caption “Compensation Discussion and Analysis” appearing in the Company’s definitive Proxy Statement anticipated to be dated April 15, 2009, which information is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Reference is made to the information contained under the captions “Ownership of the Common Stock” and “Compensation Discussion and Analysis” in the Company’s definitive Proxy Statement anticipated to be dated April 15, 2009, which information is incorporated herein by reference. Reference is also made to the information pertaining to the Company’s equity compensation plans contained in Note 17 to the Consolidated Financial Statements included in Item 8 herein.

97

Item 13.   Certain Relationships and Related Transactions

Reference is made to the information contained under the caption “Certain Relationships and Related Transactions” in the Company’s definitive Proxy Statement anticipated to be dated April 15, 2009, which information is incorporated herein by reference.

Item 14.   Principal Accounting Fees and Services

The information required by this Item 14 regarding the Company’s principal accounting fees and services is incorporated herein by reference to the information provided under the heading “Audit Services and Fees” in the Company’s definitive Proxy Statement anticipated to be dated April 15, 2009.

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PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Report:

(1) Financial Statements:

	Page Number
	In This Report
Report of Independent Registered Public Accounting Firm		50
Consolidated Statements of Operations — Years Ended December 31, 2008, 2007 and 2006		51
Consolidated Balance Sheets as of December 31, 2008 and 2007		52
Consolidated Statements of Cash Flows — Years Ended December 31, 2008, 2007 and 2006		53
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) — Years Ended December 31, 2008, 2007 and 2006		54
Notes to Consolidated Financial Statements		55
(2) Financial Statement Schedule — Years Ended December 31, 2008, 2007 and 2006
Schedule II — Valuation and Qualifying Accounts		S-1
All other schedules are omitted because they are not applicable

(3) Exhibits:

Exhibit
Number				Description
	3	.1	—	Certificate of Incorporation (incorporated by reference to Exhibit 3 to the Company’s current report on Form 8-K dated June 23, 1998)
	3	.2	—	Certificate of Designations (incorporated by reference to Exhibit 2 to the Company’s current report on Form 8-K dated June 23, 1998)
	3	.5	—	Bylaws, as amended March 5, 2009 (filed herewith)
	4	.1	—	Rights Agreement dated June 19, 1998 (incorporated by reference to Exhibit 5 to the Company’s current report on Form 8-K dated June 23, 1998)
	4	.2	—	Indenture, dated as of September 24, 2003 among Bowne & Co., Inc. and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.2 to Bowne & Co., Inc.’s Registration Statement on Form S-3 filed on October 17, 2003, File No. 333-109810)
	4	.3	—	First Supplemental Indenture, dated as of August 19, 2008 among Bowne & Co., Inc. and the Bank of New York Mellon as Trustee (incorporated by reference to Exhibit 4.1 to Bowne & Co., Inc.’s Form 8-K filed on August 21, 2008)
	4	.4	—	Second Supplemental Indenture, dated as of September 18, 2008 among Bowne & Co., Inc. and the Bank of New York Mellon as Trustee (incorporated by reference to Exhibit 4.1 to Bowne & Co., Inc.’s Form 8-K filed on September 19, 2008)
	10	.1	—	1999 Incentive Compensation Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.2	—	Supplemental Executive Retirement Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.3	—	Form of Termination Protection Agreement for selected key employees providing for a possible change in ownership or control of the Company as amended and restated effective December 31, 2008 (filed herewith)
	10	.4	—	2000 Stock Incentive Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.5	—	Long-Term Performance Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.6	—	Deferred Award Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.7	—	Stock Plan for Directors as amended and restated effective December 31, 2008 (filed herewith)

99

Exhibit
Number				Description
	10	.8	—	Base Salaries and Other Compensation of Named Executive Officers of the Registrant (incorporated by reference to Exhibit 10.16 in the Company’s annual report on Form 10-K for the year ended December 31, 2004)
	10	.9	—	Credit Agreement, dated as of May 11, 2005, related to $150 million revolving credit facility (incorporated by reference to Exhibit 99.1 in the Company’s current report on Form 8-K dated May 13, 2005
	10	.10	—	Form of Stock Option Agreement under the 1999 Amended and Restated Incentive Compensation Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.11	—	Form of Stock Option Agreement under the 2000 Amended and Restated Incentive Compensation Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.12	—	Form of Restricted Stock Agreement under the 1999 Incentive Compensation Plan as amended and restated (incorporated by reference to Exhibit 10.27 in the Company’s quarterly report on Form 10-Q for the period ended September 30, 2004)
	10	.13	—	Form of Restricted Stock Unit Agreement under the 1999 Incentive Compensation Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.14	—	Lease agreement between New Water Street Corp. and Bowne & Co. Inc. dated February 25, 2005 relating to the lease of office space at 55 Water Street, New York, New York (incorporated by reference to Exhibit 99.1 to the Company’s current report on Form 8-K dated February 28, 2005)
	10	.15	—	Lease agreement between The London Wall Limited Partnership and Bowne & Co. Inc. dated February 8, 2006 relating to the lease of office space at 1 London Wall, London (incorporated by reference to Exhibit 99.2 to the Company’s current report on Form 8-K dated February 9, 2006)
	10	.16	—	Form of Long-Term Equity Incentive Award Agreement as amended and restated effective December 31, 2008 under the 1999 Amended and Restated Incentive Compensation Plan (filed herewith)
	10	.17	—	Deferred Sales Compensation Plan as amended and restated effective December 31, 2008 (filed herewith)
	10	.18	—	Consulting agreement dated December 14, 2006, between the Company and Carl J. Crosetto (incorporated by reference to Exhibit 10.24 to the Company’s annual report on Form 10-K for the year ended December 31, 2006)
	10	.19	—	Consulting agreement dated December 18, 2008, between the Company and Carl J. Crosetto (filed herewith)
	10	.20	—	Form of 2009 Long-Term Incentive Plan agreement (filed herewith)
	21		—	Subsidiaries of the Company
	23	.1	—	Consent of KPMG LLP, Independent Registered Public Accounting Firm
	24		—	Powers of Attorney
	31	.1	—	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002, signed by David J. Shea, Chairman of the Board and Chief Executive Officer
	31	.2	—	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002, signed by John J. Walker, Senior Vice President and Chief Financial Officer
	32	.1	—	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed by David J. Shea, Chairman of the Board and Chief Executive Officer
	32	.2	—	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed by John J. Walker, Senior Vice President and Chief Financial Officer

100

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bowne & Co., Inc.

By:  /s/  David J. Shea

David J. Shea

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer)

Dated: March 16, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  David J. Shea (David J. Shea)	Chairman of the Board and Chief Executive Officer	March 16, 2009
/s/  John J. Walker (John J. Walker)	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	March 16, 2009
/s/  Richard Bambach, Jr. (Richard Bambach, Jr.)	Vice President and Corporate Controller (Principal Accounting Officer)	March 16, 2009
/s/  Carl J. Crosetto (Carl J. Crosetto)	Director	March 16, 2009
/s/  Douglas B. Fox (Douglas B. Fox)	Director	March 16, 2009
/s/  Marcia J. Hooper (Marcia J. Hooper)	Director	March 16, 2009
/s/  Philip E. Kucera (Philip E. Kucera)	Director	March 16, 2009
/s/  Stephen V. Murphy (Stephen V. Murphy)	Director	March 16, 2009
/s/  Gloria M. Portela (Gloria M. Portela)	Director	March 16, 2009

101

Signature	Title	Date
/s/  H. Marshall Schwarz (H. Marshall Schwarz)	Director	March 16, 2009
/s/  Lisa A. Stanley (Lisa A. Stanley)	Director	March 16, 2009
/s/  Vincent Tese (Vincent Tese)	Director	March 16, 2009
/s/  Richard R. West (Richard R. West)	Director	March 16, 2009

102

BOWNE & CO., INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Column A	Column B		Column C		Column D			Column E
			Additions
	Balance at		Charged to					Balance at
	Beginning of		Costs and		(Deductions)/			End of
Description	Period		Expenses		Additions			Period
	(In thousands)
Allowance for doubtful accounts and sales credits:
Year Ended December 31, 2008	$	4,302	$	13,571	$	(12,695	)	$	5,178
Year Ended December 31, 2007	$	6,431	$	13,239	$	(15,368	)	$	4,302
Year Ended December 31, 2006	$	8,569	$	10,864	$	(13,002	)	$	6,431

S-1

EX-3.5

Exhibit 3.5

BOWNE

BOWNE & CO., INC.

BY-LAWS
(Effective June 24, 1998)

ARTICLE I — OFFICES

Section 1. Principal Office

     The principal office of the Corporation shall be located in the City of New York, County and State of New York.

Section 2. Additional Offices

     The Corporation may also have offices and places of business at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II — MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting

     The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held at such hour, date and place within or without the State of Delaware as shall be determined by the Board of Directors and stated in the notice of meeting thereof.

Section 2. Special Meetings

     Special meetings of shareholders for the election of directors or for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting. Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by resolution of the Board of Directors or by the Chief Executive Officer.

Section 3. Notice of Shareholder Meetings

     Written notice of every meeting of shareholders, stating the place, date, and hour of the meeting, the purpose or purposes for which the meeting is called, and, unless it is the annual meeting, by or at whose direction it is being issued, shall be served personally or by mail upon each shareholder entitled to vote thereat not less than ten 10) nor more than sixty (60) days prior to the meeting. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 262 of the Delaware General Corporation Law (procedure to perfect shareholder’s appraisal rights) to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect.

     If mailed, such notice shall be directed to a shareholder at his address as it shall appear on the books of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him shall be mailed to the address designated in such request.

Section 4. Record Date

     For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

     In each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend or such allotment of rights, or otherwise to be recognized as shareholders for the related purpose, notwithstanding any registration of transfer of shares on the books of the Corporation after any such record date so fixed.

Section 5. Quorum

     The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be necessary to and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation or these By-Laws. If a quorum shall not be present or represented, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If a meeting is adjourned for more than thirty (30) days, or if after the meeting is adjourned a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 6. Voting

     Directors shall, except as otherwise required by law or by the Certificate of Incorporation as permitted by law, be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

     Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law or by the Certificate of Incorporation as permitted by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Section 7. Proxies

     Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise specified therein. Every proxy shall be revocable at the pleasure of the shareholder executing it, except if it states that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power or as otherwise provided by law.

Section 8. Consents

     Whenever, by any provision of law, the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, such corporate action shall be taken only at a stockholder’s meeting and not by written consent.

Section 9. Nominations and Proposals

     (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 9 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 9.

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     (2) For any nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 9, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90^th)] day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made by the Corporation; and provided further, that for purposes of the application of Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor provision), the date for notice specified in this paragraph (A)(2) shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

     Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i)all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business(including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of such proposal or nomination; (d) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the company between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “proponent persons”); and (e) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the company. To the extent that any of the information provided in such stockholder’s notice shall no longer be accurate as of the record date for such meeting, such stockholder must, in order for such notice to be considered timely, within ten (10) days after such record date give in writing to the Secretary of the Corporation an updated notice setting forth accurately the foregoing information as of the record date. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

     (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 9 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased effective at the annual meeting and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least eighty (80) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 9 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later

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than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the Corporation.

     (B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 9 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 9. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 9 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

     (C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 9 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 9. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 9 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(iv) of this Section 9) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 9, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 9, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 9, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

     (2) For purposes of this Section 9, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 9; provided however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 9 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 9 shall be the exclusive means for a stockholder to make nominations or submit other business. Nothing in this Section 9 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.

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ARTICLE III — DIRECTORS

Section 1. Number; Tenure

     The number of directors to constitute the first Board of Directors shall be the number specified in the Statement of Organization of the Corporation executed by the incorporator. Thereafter, the Board of Directors shall consist of not fewer than nine nor more than fifteen directors as shall be fixed from time to time by resolution adopted by a vote of a majority of the Board of Directors then in office at a meeting thereof.

     Directors shall be elected at the annual meeting of shareholders in the manner and for the terms specified in the Certificate of Incorporation, and, except as provided in Section 2 of this Article III, each director shall be elected to serve until his successor has been elected and has qualified.

Section 2. Resignation; Removal

     Any director may resign at any time. Any director may be removed for cause by action of the Board or vote of the shareholders, but no director shall be removed without cause.

Section 3. Vacancies

     If any vacancy occurs in the Board of Directors by reason of the death, resignation, retirement, disqualification or removal from office of any director with cause, or if any new directorships are created, the directors then in office, although less than a quorum, may by majority vote choose a successor or successors, or fill any newly created directorship, and the directors so chosen shall hold office until the next annual meeting of shareholders and until their successors have been elected and have qualified.

ARTICLE IV — MEETINGS OF THE BOARD

Section 1. Place

     The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Any one or more members of the Board of Directors, or any committee thereof, may, unless otherwise restricted by the Certificate of Incorporation or these By-Laws, participate in a meeting of the Board of Directors, or any committee thereof, by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear and be heard by each other, and such participation shall constitute presence in person at the meeting.

Section 2. Regular Meetings

     A regular meeting of the Board of Directors may be held immediately following the annual meeting of stockholders in each year without notice, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 3. Special Meetings

     Special meetings of the Board of Directors may be called by the Chairman of the Board or by the Chief Executive Officer on two days notice to each director, either personally or by mail or telegram. Notice of any special meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to him.

Section 4. Quorum; Voting

     At all meetings of the Board of Directors the presence of not less than a majority of the entire Board shall be necessary to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law.

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     In determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which approves a contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers or are financially interested, the common or interested directors shall be counted. If a quorum shall not be present at any meeting of the Board or Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

ARTICLE V — COMMITTEES OF THE BOARD

Section 1. Designation

     The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee consisting of three (3) or more directors. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members one or more additional committees. Each such additional committee shall consist of three (3) or more directors and each shall have such powers and duties as shall be fixed by the Board. However, no such committee shall have authority as to any of the following matters:

     (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Section 141 of the Delaware General Corporation Law to be submitted to stockholders for approval; or

     (b) adopting, amending or repealing any By-Law of the Corporation.

     The Board may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member or members at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting (whether or not such members constitute a quorum) may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 2. Tenure; Reports

     Each such committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report on its meetings to the Board.

Section 3. Executive Committee

     Except as set forth in Section 1 of this Article V, the Executive Committee shall have, between meetings of the Board, all the powers of the Board of Directors in the management of the business and affairs of the Corporation and may exercise such powers to the full extent the Board might exercise such powers as though it were in session.

ARTICLE VI — OFFICERS

Section 1. Appointment

     The Board of Directors shall appoint a President, a Secretary and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents and such other officers as it may determine.

Section 2. Term of Office; Removal; Vacancies

     All officers shall be appointed by the Board of Directors and shall hold office until the next annual meeting of stockholders and until their successors are appointed and have qualified. Any officer may be removed with or without cause at any time by the Board of Directors. If any office becomes vacant for any reason, the Board of Directors may fill such vacancy.

Section 3. Compensation

     The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4. The President

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     The President may, in the absence of the Chairman of the Board and the Chief Executive Officer, preside at all meetings of the shareholders and directors; he may effectuate policy decisions and orders of the Board and see that all resolutions of the Board of Directors are carried into effect. The President shall have such other powers and duties as may from time to time be assigned by the Board.

Section 5. Vice Presidents

     The Vice President or Vice Presidents shall have such powers and duties as may be designated by the Board of Directors.

Section 6. The Secretary

     The Secretary shall attend all meetings of the Board and all meetings of the shareholders, and record all votes and prepare the minutes of all proceedings in a book, to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of shareholders and all special meetings of the Board of Directors and shall perform such other duties as may be designated by the Board of Directors. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or the signature of an Assistant Secretary. He shall keep safe custody of the stock certificate books and shareholder records.

Section 7. The Treasurer

     The Treasurer shall have care and custody of the funds of the Corporation and its other valuable effects, including securities, and he shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the care and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties, as shall be satisfactory to the Board for the faithful performance of the duties of his office.

ARTICLE VII — INDEMNIFICATION

Section 1. Indemnification of Officers, Directors, Employees and Agents

     The Corporation shall, to the fullest extent permitted by the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said statute from and against any and all expenses, liabilities or other matters referred to in or covered by the said statute, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those persons, other than directors or officers, may be entitled under any agreement, vote of shareholders or directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VIII — SHARE CERTIFICATES

Section 1. Form, Signature and Transfer

     Certificates for stock shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the Chairman of the Board or Chief Executive Officer and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be countersigned and registered in such manner and by such transfer agents and registrars as the Board may prescribe. Where any certificate is signed by a transfer agent or transfer clerk and by a registrar, the signature or signatures of any officers of the Corporation upon such certificate may be facsimile, engraved or printed; provided that where the certificate is manually signed by a registrar other than the Corporation or any employee of the Corporation, the signature of the transfer agent or transfer clerk may be facsimile, engraved or printed. Shares of stock of the Corporation shall be transferable or assignable on the books of the

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Corporation only by the holders in person or by a duly authorized attorney, and only upon the surrender for cancellation of the certificates therefor accompanied by a duly executed assignment and power of attorney endorsed thereon or attached thereto and such proof or a guarantee of authenticity of the signature as the Corporation or its agents may reasonably require. The Corporation may treat the holder of record of any share or shares of stock as the holder in fact thereof and need not recognize any other claim thereto or interest therein on the part of any other person, whether or not it has express or other notice thereof, except as otherwise expressly provided by law. Lost or destroyed certificates may be replaced in accordance with such regulations as the Board of Directors may prescribe.

Section 2. Electronic Securities Recordation.

     Notwithstanding the provisions of Section 1 of this Article VIII, the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

ARTICLE IX — GENERAL PROVISIONS

Section 1. Fiscal Year

     The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

Section 2. Corporate Seal

     The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe. The corporate seal on any corporate bond or other obligation for the payment of money may be a facsimile, engraved or printed.

Section 3. Checks

     All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

ARTICLE X — AMENDMENTS

Section 1. Power to Amend

     The Board of Directors shall have the power to amend, repeal or adapt By-Laws at any regular or special meeting of the Board. However, any By-Laws adopted by the Board may be amended or repealed by vote of the holders of a majority of shares of capital stock represented in person or by proxy at any meeting.

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EX-10.1

Exhibit 10.1

BOWNE & CO., INC.
1999 Incentive Compensation Plan
As Amended and Restated December 31, 2008

Effective December 31, 2008, Bowne & Co., Inc., a corporation organized under the laws of the State of Delaware, hereby amends and restates the 1999 Incentive Plan of Bowne & Co., Inc. (the “Plan”), as previously amended and restated May 25, 2006. Amounts deferred and vested under the Plan prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Plan as in effect on October 3, 2004. Any amendments to the Plan on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.

1. Purpose. The purpose of this 1999 Incentive Compensation Plan of Bowne & Co., Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company and its stockholders by providing a means to attract, retain and reward employees of the Company and its subsidiaries, nonemployee directors of the Company, and consultants and other persons who provide substantial services to the Company or its subsidiaries, to link compensation to measures of the Company’s performance in order to provide additional stock-based and cash-based incentives to such persons for the creation of stockholder value, and to enable such persons to acquire or increase a proprietary interest in the Company in order to promote a closer identity of interests between such persons and the Company’s stockholders.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to the terms defined in Section 1 and elsewhere in the Plan:

(a) “Annual Incentive Award” means a conditional right granted to a Participant under Section 8(c) to receive a cash payment, Stock or other Award, unless otherwise determined by the Committee, based on performance in a specified fiscal year.

(b) “Award” means any Option, SAR, Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Restricted Stock Unit, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with any related right or interest, granted to a Participant under the Plan.

(c) “Beneficiary” means the person, persons, trust or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(d) “Board” means the Company’s Board of Directors.

(e) “Change in Control” and related terms have the meanings specified in Section 9.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(g) “Committee” means the Compensation and Management Development Committee of the Board. The foregoing notwithstanding, the term “Committee” shall refer to the full Board in any case in which it is performing any function of the Committee under the Plan.

(h) “Covered Employee” means an Eligible Person who is a Covered Employee as specified in Section 11(j) of the Plan.

(i) “Deferred Stock Unit” or “Restricted Stock Unit” means a right, granted to a Participant under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified deferral period.

(j) “Dividend Equivalent” means a right, granted to a Participant under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

(k) “Effective Date” means the effective date specified in Section 11(n).

(l) “Eligible Person” has the meaning specified in Section 5.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(n) “Fair Market Value” means the fair market value of Stock, Awards or other property as determined by the Committee or under procedures established by the Committee in accordance with the requirements of Section 409A of the Code. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the mean between the highest and lowest sales prices reported on a composite basis for Stock traded on the principal securities exchange or automated quotation system on which Stock is then traded, on the date of the determination or, if there was no trade reported for that date or the Committee so directs, on the latest date for which a trade was reported.

(o) “Grant Date” means the date on which an Award is granted.

(p) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Code Section 422 or any successor provision thereto.

(q) “Option” means a right, granted to a Participant under Section 6(b), to purchase Stock or other Awards at a specified price during specified time periods.

(r) “Other Stock Based Awards” means Awards granted to a Participant under Section 6(h).

(s) “Participant” means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.

(t) “Performance Award” means a right, granted to a Participant under Section 8, to receive Awards or payments based upon performance criteria specified by the Committee.

(u) “Preexisting Plan” means the Company’s 1992 Stock Option Plan and 1997 Stock Incentive Plan.

(v) “Restricted Stock” means Stock granted to a Participant under Section 6(d) that is subject to certain restrictions and to a risk of forfeiture.

(w) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

(x) “Stock” means the Company’s Common Stock, par value $.01 per share, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 11(c).

(y) “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(c).

3. Administration.

(a) 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 Persons to become Participants; to grant Awards; to determine the type and number of Awards, the dates on which Awards may be exercised and on which the risk of forfeiture or deferral period relating to Awards shall lapse or terminate, the acceleration

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of any such dates, the expiration date of any Award, whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, and other terms and conditions of, and all other matters relating to, Awards; to prescribe documents evidencing or setting terms of Awards (such Award documents need not be identical for each Participant) and rules and regulations for the administration of the Plan; to construe and interpret the Plan and Award 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 Awards to be exempt from the restrictions of Section 409A of the Code where possible and that will permit the Deferred Stock Units, Restricted Stock Units or other nonqualified deferred compensation 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 Board setting forth the definition used by the Company 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, transferees under Section 11(b) and other persons claiming rights from or through a Participant, and stockholders. The foregoing notwithstanding, the Board shall perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors, and the Board otherwise may perform any function of the Committee under the Plan, including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3.

(b) Manner of Exercise of Committee Authority. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify. The Committee may appoint agents to assist it in administering the Plan.

(c) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any executive officer, other officer or employee of the Company or a subsidiary, the Company’s independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or a subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

4. Stock Subject to Plan.

(a) Overall Number of Shares Available for Delivery. Subject to adjustment as provided in Section 11(c), the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 6,450,000 plus the number of shares of Stock remaining available under the Preexisting Plan immediately prior to the Effective Date or subject to awards under the Preexisting Plan which become available in accordance with Section 4(b) after the Effective Date. No more than 1,000,000 shares may be issued in the form of Incentive Stock Options.

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(b) Share Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. The issuance of Stock under the Plan shall be counted against the overall number of shares available for delivery under a fungible reserve approach, to wit: the issuance of a share of Stock pursuant to the exercise of an Option or SAR shall be counted as 1 share, and the issuance of a share of Stock pursuant to the grant of an Award other than an Option or SAR shall be counted as 2.25 shares. Shares of Stock subject to an Award under the Plan or an award under the Preexisting Plan that is canceled, expired, forfeited, settled in cash or otherwise terminated without a delivery of shares to the Participant will again be available for Awards under the Plan. In addition, in the case of any Award granted in substitution for an award of a company or business acquired by the Company or a subsidiary, shares issued or issuable in connection with such substitute Award shall not be counted against the number of shares reserved under the Plan, but shall be deemed to be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business. The foregoing provisions of this Section 4 (b) shall apply to the number of shares reserved and available for ISOs only to the extent consistent with applicable regulations relating to ISOs under the Code.

5. Eligibility; Per-Person Award Limitations. Awards may be granted under the Plan only to Eligible Persons. For purposes of the Plan, an “Eligible Person” means an executive officer of the Company, an employee of the Company or any subsidiary, a non-employee director of the Company, a consultant or other person who provides substantial services to the Company or a subsidiary, and any person who has been offered employment by the Company or a subsidiary, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or a subsidiary. An employee on leave of absence may be considered as still in the employ of the Company or a subsidiary for purposes of eligibility for participation in the Plan. In each calendar year during any part of which the Plan is in effect, an Eligible Person may be granted Awards intended to qualify as “performance-based compensation” under Code Section 162(m) under each of Section 6(b), 6(c), 6(d), 6(e), 6(f), 6(g) or 6(h) up to his or her Annual Limit (such Annual Limit to apply separately to Awards under each subsection). A Participant’s Annual Limit, in any year during any part of which the Participant is then eligible under the Plan, shall equal 1.5 million shares plus the amount of the Participant’s unused Annual Limit relating to the same type of Award as of the close of the previous year, subject to adjustment as provided in Section 11(c) and determined in accordance with the share counting rules specified for this purpose in Code Section 162(m). In the case of an Award which is not valued in a way in which the limitation set forth in the preceding sentence would operate as an effective limitation satisfying Treasury Regulation 1.162-27(e)(4) (including a Performance Award under Section 8 not related to an Award specified in Section 6), an Eligible Person may not be granted Awards authorizing payment during any calendar year of an amount that exceeds the Participant’s Annual Limit, which for this purpose shall equal $3.5 million plus the amount of the Participant’s unused cash Annual Limit as of the close of the previous year (this limitation is separate and not affected by the number of Awards granted during such calendar year subject to the limitation in the preceding sentence). For this purpose, a Participant’s Annual Limit is used if it may be potentially earned or paid under a Performance Award, regardless of whether it is in fact earned or paid.

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the Grant Date or thereafter (subject to Section 11(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment or service by the Participant and terms permitting a Participant to make elections relating to his or her

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Award. The Committee shall retain full power and discretion with respect to any term or condition of an Award that is not mandatory under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must by paid to satisfy the requirements of the Delaware General Corporation Law, no consideration other than services may be required for the grant (but not the exercise) of any Award.

(b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(i) Exercise Price. The exercise price per share of Stock purchasable under an Option (including both ISOs and non-qualified Options) shall be determined by the Committee, provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the Grant Date of such Option.

(ii) Option Term; Time and Method of Exercise. The Committee shall determine the term of each Option, provided that in no event shall the term exceed a period of ten years from the Grant Date. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash or Stock, including “cashless exercise” arrangements, to the extent permitted by applicable law, and the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants.

(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Code Section 422, including but not limited to the requirement that no ISO shall be granted more than ten years after the Effective Date.

(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the Fair Market Value of one share of Stock on the Grant Date, as determined by the Committee, times the number of shares of Stock for which the SAR is being exercised. The Committee shall determine the term of each SAR, provided that in no event shall the term exceed a period of ten years from the Grant Date.

(ii) Other Terms. Subject to the provisions of Section 11(e) providing for the amendment of Awards, the Committee shall determine at the Grant Date, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. SARs may be either freestanding or in tandem with other Awards.

(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(i) Grant and Restrictions. Restricted Stock shall be subject to such risk of forfeiture and such restrictions on transferability and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/ or future service requirements), in such installments or otherwise, as the Committee may determine at the Grant Date or thereafter. Except to the extent restricted under the terms of the Plan and any Award document relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to

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vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the restricted period applicable to the Restricted Stock, subject to Section 11(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will lapse in whole or in part, including in the event of terminations resulting from specified causes.

(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(e) Deferred Stock and Restricted Stock Units. The Committee is authorized to grant Deferred Stock or Restricted Stock Units to Participants, which are the right to receive Stock, cash, or a combination thereof at the end of a specified deferral or restricted period, subject to the requirements of Section 409A of the Code and the following additional terms and conditions:

(i) Award and Restrictions. Except as otherwise determined by the Committee, issuance of Stock will occur in the calendar year following the calendar year in which the deferral or restricted period specified for an Award of Deferred Stock or Restricted Stock Unit by the Committee (or, if permitted by the Committee, as elected by the Participant) expires. In addition, Deferred Stock or Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions shall lapse at the expiration of the deferral or restricted period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, and under such other circumstances as the Committee may determine. Deferred Stock or Restricted Stock Units may be satisfied by delivery of Stock, cash equal to the Fair Market Value of the specified number of shares of Stock covered by the Deferred Stock or Restricted Stock Units or a combination thereof, as determined by the Committee at the Grant Date or thereafter.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service during the applicable deferral or restricted period or portion thereof to which forfeiture conditions apply (as provided in the Award document evidencing the Deferred Stock or Restricted Stock Unit), all Deferred Stock or Restricted Stock Units that are at that time subject to deferral (other than a deferral at the election of the Participant) or restrictions shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award document, or may determine in any

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individual case, that restrictions or forfeiture conditions relating to the Deferred Stock or Restricted Stock Units will lapse in whole or in part, including in the event of terminations resulting from specified causes.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee as of the Grant Date, Dividend Equivalents on the specified number of shares of Stock covered by Deferred Stock or a Restricted Stock Units shall be deferred with respect to such Deferred Stock or Restricted Stock Units and the amount or value thereof automatically deemed reinvested in additional Deferred Stock or Restricted Stock Units, other Awards or other investment vehicles, as the Committee shall determine; provided, however, that the Committee may permit a Participant to make elections relating to Dividend Equivalents on the Grant Date if and to the extent that such elections will not result in the Participant being in constructive receipt of or in violation of Section 409A of the Code with respect to amounts otherwise intended to be subject to deferral or restriction for tax purposes.

(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. In the case of any grant of Stock to an officer or non-employee director of the Company in lieu of salary, fees or other cash compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee.

(g) Dividend Equivalents. Subject to other provisions of this Plan, the Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded only in connection with an Award other than Options or SARs. The Committee may provide on the Grant Date that Dividend Equivalents shall be paid or distributed when accrued on the dividend payment date or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify.

(h) Other Stock-Based and Cash Awards. The Committee is authorized, subject to limitations under applicable law, including Section 409A of the Code, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock or factors that may influence the value of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 6(h).

7. Certain Provisions Applicable to Awards.

(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any subsidiary, or any business entity to be acquired by the

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Company or a subsidiary, or any other right of a Participant to receive payment from the Company or any subsidiary; provided, however, that no substitution or exchange shall result in the reduction of the exercise price of any outstanding Option, grant price of any outstanding SAR, or purchase price of any other outstanding Award conferring a right to purchase Stock to an amount less than the Fair Market Value of a share at the Grant Date of the outstanding award. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards.

(b) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee, subject to the express limitations set forth in Section 6(b)(ii), 6(c)(i) and elsewhere in the Plan.

(c) Form and Timing of Payment under Awards. Subject to the requirements of Section 409A of the Code and the terms of the Plan and any applicable Award document, payments to be made by the Company or a subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine on the Grant Date, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis, and the settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, upon the occurrence of one or more specified events (in addition to a Change in Control) specified on the Grant Date and in compliance with Section 409A of the Code. Notwithstanding the preceding provisions of this Section 7(c), no Option may be settled by a cash payment on any date when the Fair Market Value of the Stock is below the exercise price of the Option.

(d) Exemptions from Section 16(b) Liability. With respect to a Participant who is then subject to the reporting requirements of Section 16(a) of the Exchange Act in respect of the Company, the Committee shall implement transactions under the Plan and administer the Plan in a manner that will ensure that each transaction by such a Participant is exempt from liability under Rule 16b-3, except that this provision shall not limit sales by such a Participant, and such a Participant may engage in other non-exempt transactions under the Plan. The Committee may authorize the Company to repurchase any Award or shares of Stock resulting from any Award in order to prevent a Participant who is subject to Section 16 of the Exchange Act from incurring liability under Section 16(b). Unless otherwise specified by the Participant, equity securities or derivative securities acquired under the Plan which are disposed of by a Participant shall be deemed to be disposed of in the order acquired by the Participant.

8. Performance and Annual Incentive Awards.

(a) Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limited under Sections 8(b) and 8(c) in the case of a Performance Award or Annual Incentive Award intended to qualify under Code Section 162(m).

(b) Performance Awards Granted to Designated Covered Employees. If the Committee determines that a Performance Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(b).

(i) Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of

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performance with respect to each of such criteria, as specified by the Committee consistent with this Section 8(b). Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder (including Regulation 1.162-27 and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.

(ii) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries or business units of the Company (except with respect to the total stockholder return and similar measures applicable to the Company as a whole), shall be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share; (2) revenues; (3) cash flow, free cash flow, or cash flow return on investment; (4) interest expense after taxes; (5) return on net assets, return on assets, return on investment, return on invested capital, return on total capital, or return on equity; (6) value created; (7) operating margin; (8) net income before or after taxes, pretax earnings, pretax earnings before interest, depreciation and amortization, pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items, operating earnings, or net cash provided by operations; (9) stock price or total stockholder return; (10) sales above a specified threshold or in relation to prior periods; (11) reductions in operating expenses, (12) productivity improvements, and (13) an executive’s attainment of objective and measurable strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures. The targeted level or levels of performance with respect to such business criteria may be established at such levels and in such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.

(iii) Performance Period; Timing for Establishing Performance Goals. Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period of up to ten years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance- based compensation” under Code Section 162(m).

(iv) Performance Award Pool. The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 8(b)(ii) during the given performance period, as specified by the Committee in accordance with Section 8(b)(iii) . The Committee may specify the amount of the Performance Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria.

(v) Settlement of Performance Awards; Other Terms. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not

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exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award subject to this Section 8(b). For performance periods commencing on or prior to January 1, 2009, the Committee may specify the circumstances in which a Performance Award shall be paid or forfeited in the event of termination of employment by the Participant or other event (including a Change in Control) prior to the end of a fiscal year or settlement of such Performance Award, but only to the extent such circumstance would not cause the Performance Award to cease to qualify as “performance-based compensation” for purposes of Code Section 162(m),

(c) Annual Incentive Awards Granted to Designated Covered Employees. The Committee may grant an Annual Incentive Award to an Eligible Person who is designated by the Committee as likely to be a Covered Employee. Such Annual Incentive Award will be intended to qualify as “performance-based compensation” for purposes of Code Section 162(m), and therefore its grant, exercise and/or settlement shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(c).

(i) Grant of Annual Incentive Awards. Not later than the end of the 90th day of each fiscal year, or at such other date as may be required or permitted in the case of Awards intended to be “performance-based compensation” under Code Section 162(m), the Committee shall determine the Covered Employees who will potentially receive Annual Incentive Awards, and the amount(s) potentially payable thereunder, for that fiscal year. The amount(s) potentially payable shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 8(b)(ii) in the given performance year, as specified by the Committee. The Committee may designate an annual incentive award pool as the means by which Annual Incentive Awards will be measured, provided that the portion of such pool potentially payable to the Covered Employee shall be preestablished. In all cases, the maximum Annual Incentive Award of any Participant shall be subject to the limitation set forth in Section 5.

(ii) Payout of Annual Incentive Awards. After the end of each fiscal year, the Committee shall determine the amount, if any, of the Annual Incentive Award for that fiscal year payable to each Participant. The Committee may, in its discretion, determine that the amount payable to any Participant as a final Annual Incentive Award shall be reduced from the amount of his or her potential Annual Incentive Award, including a determination to make no final Award whatsoever, but may not exercise discretion to increase any such amount. For performance periods commencing on or prior to January 1, 2009, the Committee may specify the circumstances in which an Annual Incentive Award shall be paid or forfeited in the event of termination of employment by the Participant or other event (including a Change in Control) prior to the end of a fiscal year or settlement of such Annual Incentive Award, but only to the extent such circumstance would not cause the Annual Incentive Award to cease to qualify as “performance-based compensation” for purposes of Code Section 162(m),

(d) Written Determinations. Determinations by the Committee as to the establishment of performance goals, the amount potentially payable in respect of Performance Awards and Annual Incentive Awards, the achievement of performance goals relating to Performance Awards and Annual Incentive Awards, and the amount of any final Performance Award and Annual Incentive Award shall be recorded in writing, except in the case of Performance Awards not intended to qualify under Section 162(m). Specifically, the Committee shall certify in writing, in a manner conforming to applicable regulations under Section 162(m), prior to settlement of each such Award granted to a Covered Employee, that the performance objective relating to operating profits and other material terms of the Award upon which settlement of the Award was conditioned have been satisfied.

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9. Change in Control.

(a) Effect of “Change in Control.” In the event of a “Change in Control,” the following provisions shall apply unless otherwise provided in the Award document:

(i) Any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the Change in Control and shall remain exercisable and vested for the balance of the stated term of such Award without regard to any termination of employment or service by the Participant, subject only to applicable restrictions set forth in Section 11(a);

(ii) The restrictions, deferral of settlement, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 11(a); and

(iii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, such performance goals and other conditions will be deemed to be met if and to the extent so provided by the Committee in the Award document relating to such Award or other agreement with the Participant.

(b) Definition of “Change in Control.” A “Change in Control” means, in accordance with the requirements of Section 409A of the Code, the occurrence of one of the following events:

(i) The date any one person, or more than one person acting as a group, acquires ownership of Stock of the Company 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 the Company.

(ii) 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 the Company possessing 30 percent or more of the total voting power of the Stock of the Company.

(iii) The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.

(iv) 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 the Company 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 the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, 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 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.

10. Additional Award Forfeiture Provisions

(a) Forfeiture of Options and Other Awards and Gains Realized Upon Prior Option Exercises. Unless otherwise determined by the Committee, each Award granted hereunder shall be subject to the following additional forfeiture conditions, to which each Participant who accepts an Award hereunder is hereby deemed to agree. If any of the events specified in Section 10(b)(i), (ii), or (iii) occurs (a “Forfeiture Event”), all of the following forfeitures will result:

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(i) The unexercised portion of the Option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by the Participant) will be immediately forfeited and cancelled upon the occurrence of the Forfeiture Event; and

(ii) The Participant will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Option Gain (as defined herein) realized by Participant upon each exercise of an Option that occurred on or after (A) the date that is six months prior to the occurrence of the Forfeiture Event, if the Forfeiture Event occurred while Participant was employed by the Company or a subsidiary, or (B) the date that is six months prior to the date Participant’s employment by the Company or a subsidiary terminated, if the Forfeiture Event occurred after Participant ceased to be so employed. For purposes of this Section, the term “Option Gain” in respect of a given exercise shall mean the product of (X) the Fair Market Value per share of Stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the Option was exercised at that date.

(b) Events Triggering Forfeiture. The forfeitures specified in Section 10(a) will be triggered upon the occurrence of any one of the following Forfeiture Events at any time during Participant’s employment by the Company or a subsidiary or during the one-year period following termination of such employment (but not later than 18 months after the Award terminates or, in the case of an Option, is fully exercised):

(i) Participant, acting alone or with others, directly or indirectly, prior to a Change in Control, (A) engages, either as employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless the Participant’s interest is insubstantial, in any business in an area or region in which the Company conducts business at the date the event occurs, which is directly in competition with a business then conducted by the Company or a subsidiary; (B) induces any customer or supplier of the Company or a subsidiary with whom Participant has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any subsidiary, to curtail, cancel, not renew, or not continue his or her or its business with the Company or any subsidiary; or (C) induces, or attempts to influence, any employee of or service provider to the Company or a subsidiary to terminate such employment or service. The Committee shall, in its discretion, determine which lines of business the Company conducts on any particular date and which third parties may reasonably be deemed to be in competition with the Company. For purposes of this Section 10(b)(i), a Participant’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and a Participant’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the Committee it its discretion, of less than five percent of the outstanding equity of the entity;

(ii) Participant discloses, uses, sells, or otherwise transfers, except in the course of employment with or other service to the Company or any subsidiary, any proprietary information of the Company or any subsidiary so long as such information has not otherwise been disclosed to the public or is not otherwise in the public domain, except as required by law or pursuant to legal process, or Participant makes statements or representations, or otherwise communicates, directly or indirectly, in writing, orally, or otherwise, or takes any other action which may, directly or indirectly, disparage or be damaging to the Company or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations, except as required by law or pursuant to legal process; or

(iii) Participant fails to cooperate with the Company or any subsidiary by making himself or herself available to testify on behalf of the Company or such subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise

12

fails to assist the Company or any subsidiary in any such action, suit, or proceeding by providing information and meeting and consulting with members of management of, other representatives of, or counsel to, the Company or such subsidiary, as reasonably requested.

(c) Agreement Does Not Prohibit Competition or Other Participant Activities. Although the conditions set forth in this Section 10 are deemed to be incorporated into an Award, a Participant is not thereby prohibited from engaging in any activity, including but not limited to competition with the Company and its subsidiaries. Rather, the non-occurrence of the Forfeiture Events set forth in Section 10(b) is a condition to Participant’s right to realize and retain value from his or her compensatory Options and Awards, and the consequence under the Plan if Participant engages in an activity giving rise to any such Forfeiture Event, which Forfeiture Events and activities are hereby acknowledged to be harmful to the Company, are the forfeitures specified herein. The Company and Participant shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Section 10(a) and 10(b).

(d) Right of Setoff. Participant agrees that the Company or any subsidiary may, to the extent permitted by applicable law, deduct from and set off against any amounts the Company or a subsidiary may owe to Participant from time to time, including amounts owed as wages or other compensation, fringe benefits, or other amounts owed to Participant, such amounts as may be owed by Participant to the Company under Section 10(a), although Participant shall remain liable for any part of Participant’s payment obligation under Section 10(a) not satisfied through such deduction and setoff.

(e) Committee Discretion. The Committee may, in its discretion, waive in whole or in part the Company’s right to forfeiture under this Section, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the Company. In addition, the Committee may impose additional conditions on Awards, by inclusion of appropriate provisions in the document evidencing any such Award.

11. General Provisions.

(a) Compliance with Legal and Other Requirements. The Company may postpone the issuance or delivery of Stock or payment of other benefits under any Award 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 the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.

(b) Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party (other than the Company or a subsidiary), or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except

13

that Awards and other rights (other than ISOs and SARs in tandem therewith) may be transferred to one or more family members of the Participant (or trusts established on their behalf) during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award document (subject to any terms and conditions which the Committee may impose thereon). Notwithstanding anything herein to the contrary, in no event may any outstanding Award be transferred by a Participant for value or consideration, nor may the Committee permit such a transfer. A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award document applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(c) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter, (ii) the number and kind of shares of Stock by which annual per-person Award limitations are measured under Section 5, (iii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards and (iv) the exercise price, grant price or purchase price relating to any Award or, if deemed appropriate, upon a Change in Control, the Committee may make provision for a cash payment to the holder of an outstanding Option in consideration for the cancellation of such Option in an amount equal to the excess, if any, of the amount of cash and fair market value of property that is the price per share paid in any transaction triggering the Change in Control over the per share exercise price of such Option, multiplied by the number of shares of Stock covered by such Option. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals, and Annual Incentive Awards and any Annual Incentive Award pool or performance goals relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets) affecting the Company, any subsidiary or any business unit, or the financial statements of the Company or any subsidiary, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any subsidiary or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent that such authority or the making of such adjustment would cause Options, SARs, Performance Awards granted under Section 8(b) or Annual Incentive Awards granted under Section 8(c) to Participants designated by the Committee as Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder to otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder. Any adjustment to an Option or SAR pursuant to this section 10(c) must meet the requirements of Section 409A of the Code.

(d) Taxes. The Company and any subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive

14

Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s mandatory withholding obligations, either on a mandatory or elective basis in the discretion of the Committee. In each such case, the Fair Market Value of the Stock withheld shall not exceed the minimum dollar amount that is required to be withheld by the Company under applicable federal, state or local income tax laws, or the comparable rules of jurisdictions outside of the United States.

(e) Changes to the Plan. The Board may amend, suspend, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants; provided, however, that, except in the case of adjustments authorized under Section 11(c), no amendment shall reduce the exercise price of any outstanding Option, grant price of any outstanding SAR, or purchase price of any other outstanding Award conferring a right to purchase Stock to an amount less than the Fair Market Value of a share at the Grant Date of the outstanding award; and provided further, that any amendment to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting for which the record date is after the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other amendments to the Plan to stockholders for approval; and provided further that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any outstanding Award.

(f) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a subsidiary, (ii) interfering in any way with the right of the Company or a subsidiary to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Code Section 162(m), including the granting of awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(i) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash consideration, the Participant shall be repaid the amount of such cash consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

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(j) Compliance with Code Section 162(m). It is the intent of the Company that Options and SARs granted to Covered Employees and other Awards designated as Awards to Covered Employees subject to Section 8 shall constitute qualified “performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder (including Proposed Regulation 1.162-27). However, the Committee retains the right to grant awards which do not qualify as performance based compensation under Code Section 162(m). If the Committee decides that an award will comply with Code Section 162(m) then, in such event, the terms of Sections 8(b), (c), and (d), including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Participant will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of Performance Awards or an Annual Incentive Award, as likely to be a Covered Employee with respect to a specified fiscal year. If any provision of the Plan or any Award document relating to a Performance Award or Annual Incentive Award that is designated as intended to comply with Code Section 162(m) does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee or any other person discretion to increase the amount of compensation otherwise payable in connection with any such Award upon attainment of the applicable performance objectives.

(k) Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award document shall be determined in accordance with the Delaware General Corporation Law, the laws of the state of New York applicable to contracts made and to be performed in the State of New York, without regard to principles of conflicts of laws, and applicable federal law.

(l) Awards under Preexisting Plans. Upon approval of the Plan by stockholders of the Company as required under Section 11(m), no further awards shall be granted under the Preexisting Plans.

(m) Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 11(m) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) for the Participant whose Award is modified.

(n) Plan Effective Date and Stockholder Approval. The Amended and Restated Plan shall become effective if, and at such time as, the stockholders of the Company have approved it by the affirmative votes of the holders of a majority of the voting securities of the Company present, or represented, and entitled to vote on the subject matter at a duly held meeting of stockholders. Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan.

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EX-10.2

Exhibit 10.2

BOWNE & CO, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective as of January 1, 1999
Revised as of January 1, 2003
Revised as of December 31, 2008

BOWNE & CO. INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

INTRODUCTION

Bowne & Co., Inc. (the “Corporation”) has adopted the Bowne & Co., Inc. Supplemental Executive Retirement Plan (the “Plan”) as previously amended and restated effective as of January 1, 2003, and as herein amended and restated effective as of December 31, 2008, and as it may be hereafter amended from time to time, to provide additional retirement income and death benefit protection to certain highly compensated employees in recognition of their contribution to the Corporation and other participating affiliated companies in carrying out their senior management responsibilities. The terms and conditions of participation and benefits under the Plan are set out in this document.

All benefits payable under the Plan, which is intended to constitute a nonqualified, unfunded deferred compensation plan for a select group of management employees under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), shall be paid out of the general assets of the Corporation and other participating affiliated companies. The Corporation may establish and fund a trust in order to aid in providing benefits due under the Plan.

Notwithstanding the provisions of the Plan as amended and restated herein, the portion of a Eligible Employee’s benefit, if any, payable under the provisions of this Plan equal to his Grandfathered Pre-2005 Benefit (as defined herein) shall be subject to the provisions of the Plan as in effect on October 3, 2004 without regard to any Plan amendments after October 3, 2004 which would constitute a material modification for Code Section 409A purposes.

BOWNE & CO. INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

	Page
ARTICLE 1. DEFINITIONS		1
ARTICLE 2. MEMBERSHIP		10
2.01 Eligibility		10
2.02 Termination of Membership		10
ARTICLE 3. AMOUNT OF PAYMENT OF BENEFITS		11
3.01 Payment of Benefit		11
3.02 Amount of Benefit		11
3.03 Form of Payment		12
3.04 Termination of Employment Before Normal Retirement Date		14
3.05 Disability Benefit		17
3.06 Pre-Retirement Death Benefit		18
3.07 Restoration of Service		18
3.08 Change of Beneficiary After Retirement		19
3.09 Non-competition		19
3.10 Change in Control Provisions		20
3.11 Specified employee Provisions		23
ARTICLE 4. GENERAL PROVISIONS		24
4.01 Administration		24
4.02 Funding		24
4.03 No Contract of Employment		25
4.04 Competency		25
4.05 Withholding Taxes		26
4.06 Nonalienation		26
4.07 Forfeiture for Cause		26
4.08 Mergers/Transfers		27
4.09 Calculations		27
4.10 Elections		28
4.11 Acceleration of Payment		28
4.12 Construction		29
4.13 Insurance Products		29
4.14 Nature of Obligation		29
4.15 Claims Procedure		30
4.16 Acceleration of or Delay in Payment		30
ARTICLE 5. AMENDMENT OR TERMINATION		32

BOWNE & CO., INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE 1. DEFINITIONS

1.01	“Actuarial Equivalent” shall mean the equivalent value when computed on the basis of the average of the mortality rates for males and females (50/50 blend) under the 1994 GAR Mortality Table and an interest rate of five (5) percent per year, compounded annually except with respect to a lump sum determined under Sections 3.03(b)(iii), 3.06(b), and 3.10 which shall be computed using the IRS Interest Rate.
1.02	“Administrative Committee” shall mean the Corporation’s Compensation and Management Development Committee of the Board of Directors, any delegated successor or substitute committee thereto or, during any period of time when no such committee is in existence, the Corporation’s entire Board of Directors. Any action taken by the Corporation’s Administrative and Investment Committee pursuant to a valid delegation by the Administrative Committee shall be considered action taken by the Administrative Committee.
1.03	“Affiliated Company” shall mean any company not participating in the Plan which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes the Company as a member; any trade or business under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.

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1.04	“Annual Bonus” shall mean the amount, if any, awarded to an Eligible Employee under the Company’s annual incentive program.
1.05	“Average Final Compensation” shall mean the average of the annual Compensation of an Eligible Employee during the five (5) calendar years in the last ten (10) years of his or her employment immediately preceding the date of his or her Termination of Employment with the Company and all Affiliated Companies, or the date he or she ceases to be an Eligible Employee, if earlier, which affords the highest such average; provided, however, if a Member has less than five years of employment with the Company or an Affiliated Company on his or her termination date if such date is after the occurrence of a Change in Control Event, or his or her date of death or the date he or she becomes entitled to a disability Benefit under Section 3.05, the determination of such Member’s Average Final Compensation shall be based on his or her Compensation during all of his or her years of employment with the Company and all Affiliated Companies. In determining a Member’s Average Final Compensation, Annual Bonuses shall be applied to the calendar year in which the services relating to the bonus have been rendered.
1.06	“Beneficiary” shall mean the person or persons designated by a Member as a beneficiary in a time and manner determined by the Administrative Committee. If the Member fails to designate a Beneficiary or if the Beneficiary predeceases the Member, the Member’s spouse shall be the Beneficiary or if no spouse survives the Member, the Member’s estate shall be the Beneficiary. A Member may change his or her designated Beneficiary in a time and manner determined by the Administrative Committee. No Beneficiary

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	designation shall be effective unless and until such designation is presented to and accepted by the Senior Vice President of Human Resources of the Corporation.
1.07	“Benefit Commencement Date” shall mean the first of the month in which an amount is payable on behalf of a Retiree in accordance with the provisions of Section 3.02, 3.04, or 3.05, whichever is applicable.
1.08	“Benefit(s)” shall mean the payments payable under Article 3 of this Plan.
1.09	“Board of Directors” shall mean the Board of Directors of the Corporation.
1.10	“Change in Control Event” shall mean, in accordance with Section 409A of the Code, one of the following:
(a)	The date any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation 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 the Corporation;
(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 the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation;
(c)	The date a majority of the members of the 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 Board of Directors before the date of the appointment or election; or
(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 the Corporation that have a total gross fair market

Page 4

	value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Corporation, 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 of Directors, on the basis of information available at the time to it, shall be conclusive and binding for all purposes.
1.11	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
1.12	“Company” shall mean the Corporation or any successor by merger, purchase or otherwise, with respect to its employees and such affiliated companies authorized by the Board of Directors, on such terms and conditions as the Board of Directors may determine, to participate in the Plan.
1.13	“Compensation” shall mean the annual base salary paid during a calendar year to an Eligible Employee for services rendered to the Company and the full Annual Bonus accrued for services rendered to the Company during such calendar year including the portion of the Annual Bonus that was deferred pursuant to the Bowne & Co., Inc. Deferred Award Plan, including the 20% match thereon, determined prior to any salary reduction made pursuant to a “qualified cash or deferred arrangement” (as defined under Section 401(k) of the Code), or pursuant to a “cafeteria plan” (as defined under Section 125 of the Code) or pursuant to Section 132(f) of the Code. No other remuneration, including but not limited to Long-Term Incentive awards or bonuses, stock options, performance bonuses and sign-on bonuses, will be used to determine Compensation

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	under the Plan, except to the extent otherwise deemed Compensation for purposes of the Plan under the preceding sentence.
1.14	“Corporation” shall mean Bowne & Co., Inc., a Delaware corporation.
1.15	“Credited Service” shall mean, with respect to an Eligible Employee, service rendered with the Company counting completed months of service as one-twelfth of a year of Credited Service. In addition to the foregoing, an Eligible Employee may, subject to the approval of the Chief Executive Officer of the Corporation, be granted additional years of Credited Service (to a maximum of fifteen (15) years) for purposes of determining the amount of certain Benefits under the Plan. In 2004, the SERP was amended to provide that the actual number of years of prior employer service credited may not exceed the actual number of years the participant worked at the Company. Prior employer service is disregarded if an executive terminates employment prior to attainment of age 50. Only years of service with a prior employer (service with a prior employer shall include service with a partnership or periods of self-employment that meet the other requirements of this section and are approved by the Chief Executive Officer of the Corporation) for which the Eligible Employee will receive pension benefits under a qualified defined benefit or defined contribution plan sponsored by the prior employer shall be eligible to be considered as additional years of Credited Service under the Plan. The number of years of Credited Service with a prior employer so granted, if any, and the benefit related to such service for each Eligible Employee shall be communicated in a separate memorandum to each affected Eligible Employee at the time the Eligible Employee becomes a Member, and the record of such grant shall be kept by the Corporation’s Human Resources Department. The months and years of Credited Service granted for

Page 6

	service with a prior employer and the benefit offset set forth in the Company’s records related to the prior service credit will be reduced proportionately under uniform rules established by the Administrative Committee as completed months of Credited Service are earned for employment with the Company so as to provide that the Member’s total accumulated years of Credited Service under this Section 1.15 shall not exceed twenty (20).
1.16	“Early Retirement Factor” shall mean an amount by which a Benefit will be reduced because the Retiree’s Benefit Commencement Date precedes his/her Normal Retirement Date. The amount of the reduction shall be equal to 5% for each year and 1/12th of 5% for each month of a fractional year by which the Benefit Commencement Date precedes the first date of the month coincident with or next following the 62nd anniversary of the Member’s birth.
1.17	“Effective Date” shall mean January 1, 1999, with an amended and restated Effective Date of December 31, 2008.
1.18	“Eligible Employee” shall mean an employee who occupies a position of senior management with the Company who has been approved for participation by the Board of Directors or the Chief Executive Officer of the Corporation.
1.19	“Grandfathered Pre-2005 Benefit” shall mean the portion of a Member’s Benefit, if any, that was accrued and vested before January 1, 2005, determined under the provisions of the Plan without regard to any amendments after October 3, 2004 that would cause a material modification for Code Section 409A purposes, adjusted for the passage of time based on actuarial equivalent assumptions and procedures established by the

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	Administrative Committee in accordance with the provisions of Treasury Regulation. 1.409A-6(a)(3)(iv).
1.20	“IRS Interest Rate” shall mean the annual rate of interest on 30-year Treasury Securities as published in the first full calendar month preceding the calendar quarter in which payment under the Plan is scheduled to begin disregarding any delay in payment pursuant to Section 3.11 of the Plan.
1.21	“Member” shall mean any person included in the membership of the Plan as provided in Article 2.
1.22	“Normal Retirement Date” shall mean the first day of the calendar month coincident with or next following the earlier of the date an Eligible Employee (i) attains age 62 and completes at least five (5) years of employment with the Company or any Affiliated Company, or (ii) completes thirty (30) years of employment with the Company or any Affiliated Company.
1.23	“Pension Plan” shall mean the Bowne Pension Plan, as amended from time to time, and any qualified successor plan thereto.
1.24	“Permanent Disability” shall mean, in accordance with Section 409A of the Code and any regulations and any other guidance thereunder, any one of the following: (1) a disability that makes the Member 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 Member’s death or can be expected to last for a continuous period of not less than 12 months, for which the Member is receiving income

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	replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (3) a determination that a Member is totally disabled by the Social Security Administration or Railroad Retirement Board.
1.25	“Plan” shall mean the Bowne & Co., Inc. Supplemental Executive Retirement Plan, as amended from time to time.
1.26	“Retiree” shall mean (a) a Member who retires under the provisions of Section 3.02 on or after his or her Normal Retirement Date, (b) a Member who terminates employment with the Company and all Affiliated Companies and is entitled to a Benefit under the provisions of Section 3.04(a), Section 3.04(b), or Section 3.04(c), or (c) a Member who receives a Benefit under the provisions of Section 3.05.
1.27	“Termination of Employment” shall mean a “Separation from Service” as such term is defined in the regulations under Section 409A of the Code, as modified by the rules described below:

(a)

An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence pursuant to Company policies shall incur a Termination of Employment on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave (6-29 month anniversary for a disability leave of absence) or (ii) the expiration of the Employee’s right, if any, to reemployment under statute or contract or pursuant to Company policies.  For this purpose, a “disability leave of absence” is an absence due to 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 6 months, where such impairment causes the Employee to be unable to perform the duties of his job or a substantially similar job;

(b)

For purposes of determining whether another organization is an Affiliated Company of the Corporation, common ownership of at least 50% shall be determinative;

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(c) The Corporation specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Termination of Employment with respect to the Employee providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction.  Such determination shall be made in accordance with the requirements of Section 409A of the Code.

Whether a “Termination of Employment” has occurred shall be determined by the Administrative Committee in accordance with Section 409A of the Code, the regulations and other guidance thereunder, as modified by the rules described above.

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ARTICLE 2. MEMBERSHIP

2.01	Eligibility
(a)	Every Member in the employ of the Company on December 31, 2008 shall, subject to the provisions of Section 1.18, continue as a Member of the Plan on such date.
(b)	Every other employee of the Company shall become a Member of the Plan on the first day of the calendar month coincident with or next following the date he or she becomes an Eligible Employee.
2.02	Termination of Membership
	An Eligible Employee’s membership under the Plan shall terminate on the later of the date he or she (i) terminates employment with the Company and all Affiliated Companies, (ii) becomes an inactive Member as determined by the Chief Executive Officer of the Corporation or (iii) ceases to accrue Credited Service under the provisions of Section 3.05, unless at that time the Member is a Retiree entitled to a Benefit hereunder. The Credited Service and Benefit accrued to the date a Member is determined to become an inactive Member shall be fully vested, provided the Member has completed five or more years of service with the Company as of the date he or she is determined to be an inactive Member. A Retiree’s membership under the Plan shall terminate as of the date he or she is no longer entitled to a Benefit under the Plan.

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ARTICLE 3. AMOUNT AND PAYMENT OF BENEFITS

3.01	Payment of Benefit
	Except as otherwise provided in Sections 3.06, 3.07, and 3.10 hereof, Benefits shall be payable by the Company only with respect to a Member who becomes a Retiree, subject to the provisions of Sections 3.09 and 4.07. Such Benefits shall be payable from the general assets of the Company or from any trust the Board of Directors may establish for such purposes, or both, in the form described in 3.03.
3.02	Amount of Benefit
	The annual amount of the Benefit payable in the form of a life annuity for the life of a Member who retires commencing on the first of the month following his or her Termination of Employment on or after attaining his or her Normal Retirement Date with the Company and all Affiliated Companies shall be equal to

(a) 2.5 percent of the Member’s Average Final Compensation multiplied by the number of his or her years of Credited Service up to a maximum of twenty (20) years

minus

(b) the sum of (i) the annual amount of pension which is or would be payable to the Member pursuant to the provisions of the Pension Plan in the form of a single life annuity determined as of his or her date of Termination of Employment with the Company and all Affiliated Companies and (ii) the portion of the annual amount of pension which is or would be payable to the Member from another employer’s qualified retirement plan, as set forth in the Company’s records attributable to service which is recognized as Credited Service for purpose of this Section 3.02, and adjusted if necessary as provided in Section 1.15, with the benefit described

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in clauses (i) and (ii) above calculated based on the assumption that said benefit commenced on the later of (1) the Member’s Normal Retirement Date under this Plan or (2) his or her date of Termination of Employment.

	Notwithstanding the foregoing, the Benefit of a Member will not be increased or decreased as a result of changes to the annual amount of pension described in Section 3.02(b)(i) and (ii) other than as may be permitted by Section 409A of the Code, including Treasury Regulation 1.409A-2(a)(9) and Treasury Regulation 1.409A-3((j)(5) thereunder. For purposes of this Section 3.02, if any benefit amount described in clause (b)(ii) above is payable in a form other than a single life annuity, such benefit amount shall be converted to a single life annuity of Actuarial Equivalent value.
3.03	Form of Payment
(a)	Unless a Retiree has made a valid election under paragraph (b) below of an optional form of benefit, as provided herein, Benefits payable hereunder to a Retiree shall be paid in the form of a single life annuity.
(b)	A Member may elect, in writing, to convert the Benefit otherwise payable to him or her into the form of (i) a Ten-Year Certain and Life Annuity, as described in Section 5.02 of the Pension Plan, (ii) a joint and survivor annuity, as described in Section 5.02 of the Pension Plan, or (iii) a lump sum distributed in annual installments over a three-, four-, or five-year period with payments made as of the first of the month following the Member’s Benefit Commencement Date and on the next two, three, or four anniversaries thereof, whichever is applicable; provided that the Member makes and submits to the Administrative Committee an election of such optional form at the (a) later of (i) the time the Member first joins the Plan or December 31, 2008 or (b) as otherwise permitted by

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	the Plan. Notwithstanding the foregoing, a Member who has elected a life annuity form of payment as provided in Treasury Regulation 1.409A-2(b)(2)(ii) may, prior to his or her Benefit Commencement Date, change to another actuarially equivalent life annuity form with the same scheduled first payment date. Furthermore, each installment of the lump sum payments made pursuant to Section 3.03(b)(iii) shall be treated as a right to a separate payment. A Member or Retiree who fails to elect an optional form of benefit payment in a timely manner shall receive his or her Benefit in accordance with paragraph (a) of this Section 3.03 of the Plan. Notwithstanding the foregoing, the Administrative Committee may determine that a Member may make a subsequent election, in writing, of a different form of payment, provided such subsequent election may be made only if it defers the commencement of his or her Benefit at least five years from the date the Benefit would otherwise have commenced. In addition, such election cannot take effect for at least 12 months after the date on which the election is made.
(c)	A Benefit which is payable in any form other than an annuity over the life of a Member shall be the Actuarial Equivalent of the Benefit payable as a life annuity over the Member’s life; provided, however, in determining the amount under clause (iii) of Section 3.03(b), Actuarial Equivalent shall be determined on the basis of the IRS Interest Rate in lieu of the interest rate otherwise used in the determination of Actuarial Equivalent.
(d)	If a Retiree who elects to receive his or her Benefit in the form of annual installments as described in clause (iii) of Section 3.03(b), dies before receiving all elected installments, the remaining payments shall be converted into a single lump sum amount of Actuarial

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	Equivalent value and paid to the Member’s Beneficiary as soon as practicable following his or her date of death.
3.04	Termination of Employment Before Normal Retirement Date
(a)	A Member who has not reached his or her Normal Retirement Date but who has reached his or her 55th birthday and completed at least five (5) years of employment with the Company or any Affiliated Company may terminate employment with the Company and all Affiliated Companies and shall receive a Benefit, subject to the provisions of Section 3.04(d), Section 3.09, and Section 4.07, commencing on the first day of the month following such Termination of Employment. The Member’s Benefit, if the Benefit Commencement Date precedes the Normal Retirement Date, shall be equal to (i) the difference between (A) the amount determined under the provisions of Section 3.02(a) on the basis of his or her Average Final Compensation and Credited Service as of his or her Termination of Employment and (B) the amount determined under clause (ii) of Section 3.02(b), reduced by the Early Retirement Factor minus (ii) the annual amount of pension which is or would be payable to the Member pursuant to the provisions of the Pension Plan in the form of a single life annuity determined as of his or her Termination of Employment assuming said benefits commenced on the Retiree’s Benefit Commencement Date.
(b)	A Member who has not reached his or her Normal Retirement Date nor his or her 55th birthday, but who terminates employment with the Company and all Affiliated Companies after completing five (5) or more years of employment with the Company or any Affiliated Company shall receive a Benefit, subject to the provisions of Section 3.04(d), Section 3.09, and Section 4.07, commencing on the first day of the month

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following his or her 55th birthday. The Benefit payable pursuant to the provisions of this Section 3.04(b) shall be equal to (i) the Member’s Benefit determined pursuant to the provisions of Section 3.02(a) on the basis of his or her Average Final Compensation and Credited Service (rendered solely with the Company) as of his or her date of Termination of Employment reduced by the Early Retirement Factor if the Benefit Commencement Date precedes the Normal Retirement Date minus (ii) the pension which is or would be payable to the Member pursuant to the provisions of the Pension Plan in the form of a single life annuity determined as of his or her Termination of Employment assuming said benefits commence on the Retiree’s Benefit Commencement Date. It is the intent that in the absence of a Change in Control Event, if a Member terminates employment before age 55, the Member’s Benefit payable under this paragraph (b) shall be determined solely on the basis of the Credited Service the Member earned while employed by the Company and disregarding any service rendered with a prior employer and any related offset as set forth in the Company’s records.

(c)

Notwithstanding the provisions of Section 3.04(b), a Member who is terminated without Cause (defined below) by the Company after he or she has reached his or her 50th birthday but before he or she has reached his or her 55th birthday and after completing five (5) or more years of employment with the Company and any Affiliated Companies, shall receive a Benefit, subject to the provisions of Section 3.04(d), Section 3.09, and Section 4.07, commencing on the first day of the month following his or her 55th birthday. The Benefit payable pursuant to the provisions of this Section 3.04(c) shall be equal to (i) the difference between (A) the amount determined under the provisions of Section 3.02(a) on the basis of his or her Average Final Compensation and Credited

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Service as of his or her Termination of Employment and (B) the amount determined under clause (ii) of Section 3.02(b), reduced by the Early Retirement Factor if the Benefit Commencement Date precedes the Normal Retirement Date minus (ii) the annual amount of pension which is or would be payable to the Member pursuant to the provisions of the Pension Plan in the form of a single life annuity determined as of his or her Termination of Employment assuming said benefits commenced on the Retiree’s Benefit Commencement Date. For the purposes of this Section 3.04(c) only, Cause shall include, but not be limited to, (i) the employee’s refusal or inability to perform his or her duties, (ii) the employee’s failure to abide by the policies promulgated by the Company, including, but not limited to, the Company’s Stock Trading Policy and its policy against Harassment, and (iii) the employee’s breach of a fiduciary duty owed to the Company, including but not limited to, the failure to abide by the Confidentiality Agreement signed by the employee.

(d)

Notwithstanding the foregoing, the Administrative Committee may determine that a Member may elect, in writing, to defer commencement of his or her Benefit payable under Section 3.04(a), (b), or (c) or Section 3.05(b) until the first day of any month following his or her Termination of Employment but not later than his or her Normal Retirement Date, provided such election may be made only if it (i) defers the commencement of his or her Benefit at least five years from the date the Benefit would otherwise have commenced and (ii) such new Benefit Commencement Date is not past his or her Normal Retirement Date. In addition, such election cannot take effect for at least 12 months after the date on which the election is made.

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3.05	Disability Benefit
(a)	An Eligible Employee who has not reached his or her Normal Retirement Date and who is determined to have a Permanent Disability prior to his or her Termination of Employment, but after completing five (5) or more years of employment with the Company or any Affiliated Company shall continue to be credited with Credited Service until the earlier of (i) the date he or she reaches his or her Normal Retirement Date or (ii) the date Benefit payments commence under this Section 3.05. Upon reaching his or her Normal Retirement Date, such disabled Eligible Employee shall receive a Benefit equal to an amount determined under Section 3.02, based on his or her Average Final Compensation at the time he or she ceased employment on account of said Permanent Disability and his or her Credited Service based on Section 1.15 and the preceding provisions of this Section 3.05.
(b)	Notwithstanding the foregoing, at the time an Eligible Employee first joins the Plan, an Eligible Employee may elect to cease receiving benefit accruals and commence payment of his or her Benefit prior to his or her Normal Retirement Date as of the time the Eligible Employee suffers the Permanent Disability. Such election will take effect if the Eligible Employee is ever determined to have a Permanent Disability. In that event, such disabled Eligible Employee shall be entitled to a Benefit in an amount determined under Section 3.04(a) based on his or her Average Final Compensation at the time he or she ceased employment on account of said Permanent Disability and his or her Credited Service as of the date he or she has elected to commence payment hereunder determined pursuant to the provisions of Section 1.15 and the preceding provisions of this Section 3.05.

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3.06	Pre-Retirement Death Benefit
	If a Member dies prior to his or her Termination of Employment with the Company or an Affiliated Company or while accruing Credited Service under the provisions of Section 3.05 (or while the Member would be accruing Credited Service but for the limit in Section 1.15 applicable to Credited Service), a death benefit shall be payable to his or her Beneficiary as hereinafter provided. Such death Benefit shall be equal to fifty percent (50%) of the Member’s Average Final Compensation determined as of his or her date of death reduced by the amount payable on his or her behalf under the Pension Plan assuming the payment of such amount commenced as of the first date of the month following the Member’s death. Such Benefit shall be payable each year for a ten-year period to the Member’s designated Beneficiary commencing within 90 days of the Member’s date of death. In the event the Member’s Beneficiary does not survive the ten-year period, the remaining payments shall be paid pursuant to the original schedule to the named beneficiary of the Member’s Beneficiary, and if none, to the spouse of the Member’s Beneficiary or if no spouse survives the Member’s Beneficiary, to the estate of the Member’s Beneficiary.
3.07	Restoration of Service
	If a Retiree is restored to employment with the Company or an Affiliated Company, the payments under the Plan shall not be discontinued and shall continue without change or interruption. The Retiree shall not become an active Member of the Plan upon re-employment.

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3.08	Change of Beneficiary After Retirement
	In the event a Benefit commences to be paid under this Article 3 to a Retiree in a form other than an annuity for the life of the Retiree only, the Retiree may, at any time, upon written notice accepted by the Senior Vice President of Human Resources of the Corporation, change the Beneficiary under this Plan to any other person. Unless required by applicable law, in the event of a change of Beneficiary hereunder, no consent of the Beneficiary previously designated will be required. However payments under this Plan to any Beneficiary named by the Retiree shall be payable in the same amount and for the same duration as the benefits that would have been payable to the person named as Beneficiary by the Retiree when his or her benefits under the Plan commenced to be paid. Such designation shall remain in force until revoked by the Retiree by the filing with and acceptance of a new beneficiary form with the Senior Vice President of Human Resources of the Corporation.
3.09	Non-competition
	A Member or Retiree shall not:

(a)	disclose any confidential information or trade secrets derived from the Company or any Affiliated Company to a competitor of the Company or any Affiliated Company;
(b)	disclose to any person information which, whether or not derived from the Company or any Affiliated Company, would be beneficial to a competitor of the Company or any Affiliated Company;

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(c)	make investments in the aggregate of more than one percent (1%) of the capital of a competing business either in the form of a stock purchase, contribution to capital, loan or any other form, or any combination of the foregoing;
(d)	render or give advice or assistance to a competing business whether as a consultant or otherwise;
(e)	become an officer or director of a corporation or member of a partnership or trustee of a trust which conducts, by itself or through one or more subsidiaries, a competing business or become an employee of such corporation, partnership, trust, or business.

	If any of the above shall occur, all Benefits which the Retiree has previously received must be repaid to the Company and all benefits which would otherwise be payable under the Plan to him or her shall be forfeited in their entirety, and the Company shall have no further obligations hereunder.
	The foregoing non-competition provisions shall apply to lines of business in which the Company or any Affiliated Company is engaged during the term of the Member’s employment or at the time of the termination of the Member’s employment, and shall not apply to new lines of business engaged in by the Company or any Affiliated Company subsequent to the termination of the Member’s employment.
3.10	Change in Control Provisions

Notwithstanding any provisions of this Plan to the contrary, in the event a Change in Control Event occurs:

(a) If a Member who was employed by the Company or an Affiliated Company on the date a Change in Control occurs, terminates employment with the Company

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and all Affiliated Companies for any reason within two years of the date a Change in Control Event occurs:

(i)	the requirement that Members must complete five (5) or more years of service with the Company prior to eligibility to commence a Benefit shall be waived for such Member;
(ii)	the Member shall be entitled to receive a Benefit, subject to the provisions of this Section 3.10, calculated as of the first day of the month following his or her 55th birthday or date of Termination of Employment, if later. Such Benefit shall be determined under the provisions of Section 3.02, Section 3.04(a) or Section 3.04(b), whichever is applicable, and shall be calculated by using all Credited Service, including any additional years of service with a prior employer if previously granted by the Chief Executive Officer pursuant to Section 1.15, as modified by the applicable provisions of any Termination Protection Agreement between the Company and the Member. The amount of such lump sum payment shall be calculated on the basis of the Mortality Table set forth in Section 1.01 and the IRS Interest Rate;
(iii)	in the event such Member dies after his or her Termination of Employment but before receiving payment, the lump sum payment shall be made to his or her Beneficiary. The calculation of the lump sum payment hereunder shall be based on the Member’s Benefit as if it were paid in the form of a single life annuity to the Member commencing on the Member’s Benefit Commencement Date; provided, however, if the

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Member terminates employment prior to reaching his or her 55^th birthday, the calculation of the lump sum payment shall be based on the Member’s Benefit as if it were paid in the form of a single life annuity to the Member commencing the first day of the month following his or her 55^th birthday or other commencement date designated by the Member, if later.

	Such Member (or beneficiary, if applicable) shall automatically receive within ten (10) days after termination, in a single lump sum payment, the Benefit calculated in accordance with this Section 3.10(a).
(b)	All Retirees then receiving or then entitled to receive a Benefit under the Plan, and all Beneficiaries then receiving or then entitled to receive a Benefit under the Plan shall automatically receive, in a single lump sum payment, the Actuarial Equivalent value of any Benefit payments remaining due as of the date the Change in Control Event first occurs, as follows:

(i)	the amount of such lump sum payment shall be calculated on the basis of the Mortality Table set forth in Section 1.01 and the IRS Interest Rate;
(ii)	such lump sum payment shall be made within 90 days following the Change in Control Event;
(iii)	in the event the Retiree dies after such Change in Control Event occurs but before receiving such lump sum payment, such lump sum payment shall be made to his or her Beneficiary. In the event a Beneficiary receiving benefits at the time the Change in Control Event first occurs dies prior to receiving the lump sum payment due under the provisions of this Section 3.10(b), such lump sum payment shall be made to the Beneficiary’s named

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beneficiary, and if none, to the spouse of the Member’s Beneficiary or if no spouse survives the Member’s Beneficiary, to the estate of the Member’s Beneficiary.

For purposes of this paragraph (b) and determining the annual rate of interest under Section 1.20, payments are scheduled to begin as of the date the Change in Control Event occurs.

3.11

Specified Employee Provisions

Notwithstanding any provision in this Plan to the contrary, to the extent an Eligible Employee is a “specified employee” (as that term is defined in a resolution of the Board of Directors setting forth the definition used by the Company to identify such employees in accordance with Section 409A of the Code) at the time the Eligible Employee has a Termination of Employment, and to the extent that his or her Benefit will be paid on account of such separation from service, such Benefit shall not be paid during the first six months following the Termination of Employment. Each payment to which such specified employee is otherwise entitled upon a Termination of Employment will be delayed by six months. Any payment due the Retiree that he or she would otherwise have received under the Plan during the six month period immediately following such Retiree’s Termination of Employment shall be accumulated, with interest, at the IRS Interest Rate in accordance with procedures established by the Administrative Committee.

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ARTICLE 4. GENERAL PROVISIONS

4.01	Administration
	The administration of the Plan, the exclusive power to interpret it, and the responsibility for carrying out its provisions are vested in the Administrative Committee. The Administrative Committee shall have full discretionary authority to interpret the Plan and resolve all matters arising in connection with the Plan. The Plan is intended, and the Administrative Committee shall interpret and administer the Plan in a manner that will permit the Plan, 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 Board setting forth the definition used by the Company to identify such employees in accordance with Section 409A of the Code. The Administrative Committee may adopt procedural rules and may employ and rely on such legal counsel, actuaries, accountants and agents as it may deem advisable to assist in the administration of the Plan. Decisions of the Administrative Committee shall be conclusive and binding on all persons. The expenses of the Administrative Committee attributable to the administration of this Plan shall be paid directly by the Company.
4.02	Funding
(a)	All amounts payable in accordance with this Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company, unless the provisions of paragraph (b) below are applicable.
(b)	The Board of Directors may, for administrative reasons, establish a grantor trust for the benefit of Eligible Employees in the Plan. The assets of said trust will be held separate

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and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

(i)	the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;
(ii)	the Company shall be treated as the “grantor” of said trust for purposes of Section 671 and 677 of the Internal Revenue Code; and
(iii)	said trust agreement shall provide that its assets may be used to satisfy claims of the Company’s general creditors, provided that the rights of such general creditors are enforceable under federal and state law.

4.03	No Contract of Employment
	The establishment of the Plan shall not be construed as conferring any legal rights upon any person for a continuation of employment, nor shall it interfere with the rights of the Company to discharge any employee and to treat him or her without regard to the effect which such treatment might have upon him or her as an Eligible Employee in the Plan.
4.04	Competency
	If the Administrative Committee shall find that any person to whom any amount is or was payable hereunder is unable to care for his or her affairs because of illness or accident, or has died, then the Company, if it so elects, may direct that any payment due his or her estate (unless a prior claim therefore has been made by a duly appointed legal representative) or any part thereof be paid or applied for the benefit of such person or for the benefit of his or her spouse, children or other dependents, an institution maintaining or having custody of such person, any other person deemed by the Administrative Committee to be a proper recipient on behalf of such person otherwise entitled to

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	payment, or any of them, in such manner and proportion as the Company may deem proper. Any such payment shall be in complete discharge of the liability of the Company therefore.
4.05	Withholding Taxes
	The Company shall have the right to deduct from each payment to be made under the Plan any required withholding taxes.
4.06	Nonalienation
	Except insofar as may otherwise be required by law, no amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person and any attempt to so alienate or subject any such amount, whether presently or thereafter payable, shall be void. If any person shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach, charge or otherwise encumber any amount payable under the Plan, or any part thereof, or if by reason of his bankruptcy or other event happening at any such time such amount would be made subject to his debts or liabilities or would otherwise not be enjoyed by him, then the Administrative Committee, if it so elects, may direct that such amount be withheld and that the same or any part thereof be paid or applied to or for the benefit of such person, his spouse, children or other dependents, or any of them, in such manner and proportion as the Administrative Committee may deem proper.
4.07	Forfeiture for Cause
	In the event that an Eligible Employee, Member, or Retiree shall at any time be convicted of a crime involving dishonesty or fraud on the part of such Eligible Employee, Member,

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	or Retiree in his or her relationship with the Company, an Affiliated Company, or a customer of the Company or an Affiliated Company, all Benefits that would otherwise be payable to him or her under the Plan shall be forfeited. If a Retiree shall at any time be under indictment for any such crime, any Benefit amounts payable to such Retiree shall be paid into an interest-bearing escrow account for the benefit of and taxable to the Retiree pending conviction, dismissal or an acquittal in respect thereof. If the Retiree is not convicted, the escrowed amounts shall be released to him or her within thirty days after the date of the dismissal or acquittal. If the Retiree is convicted of such crime, the escrowed amounts shall revert to the Company.
4.08	Mergers/Transfers
	This Plan shall be binding upon and inure to the benefit of the Company and its successors and assignees and the Eligible Employee, his or her designees and his or her estate. Nothing in this Plan shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation which assumes this Plan and all obligations of the Company hereunder. Upon such a consolidation, merger or transfer of assets and assumption, the term “Company” shall refer to such other corporation and this Plan shall continue in full force and effect.
4.09	Calculations
	Whenever, under this Plan, it is necessary to determine whether one benefit is less than, equal to, or larger than another, whether or not such benefits are provided under this Plan, such determination shall be made by the Company’s independent consulting actuary.

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4.10	Elections
	All elections, designations, requests, notices, instructions, and other communications from an Eligible Employee, Member, Retiree, or other person to the Administrative Committee required or permitted under the Plan shall be in such form as is prescribed from time to time by the Administrative Committee, shall be mailed by first-class mail, electronic mail or hand-delivered to the Senior Vice President of Human Resources of the Corporation, unless otherwise specified by the Administrative Committee, and shall be deemed to have been given and delivered only upon actual receipt and acceptance thereof by said Senior Vice President of Human Resources or other designee.
4.11	Acceleration of Payment
	Notwithstanding any other provision of the Plan to the contrary, to the extent permitted by Section 409A of the Code, the Company shall make payments hereunder to a Retiree or Beneficiary before such payments are otherwise due if the Administrative Committee determines, based on existing, or a change in the, tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, a decision by a court of competent jurisdiction involving an Eligible Employee, Retiree or Beneficiary, or a closing agreement made under Section 7121 of the Code that is approved by the Internal Revenue Service and involves an Eligible Employee, Retiree or Beneficiary, that an Eligible Employee, Retiree or Beneficiary has recognized or will recognize income for federal income tax purposes with respect to amounts that are or will be payable to him or her under the Plan before they are paid to him or her.

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4.12	Construction
(a)	The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated employees and, therefore, exempt from the requirements of Sections 201, 301 and 401 of ERISA, and is intended to be compliant with the requirements of Section 409A of the Code. All rights hereunder shall be governed by and construed in accordance with the laws of the State of New York and, except to the extent otherwise herein provided, in accordance with the provisions of the Pension Plan.
(b)	The captions preceding the sections and articles hereof have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provisions of the Plan.
4.13	Insurance Products
	The Company may require each Eligible Employee to assist it in obtaining life insurance policies on the lives of such Eligible Employee, which policies would be owned by, and be payable to, the Company. The Eligible Employee may be required to complete an application for life insurance, furnish underwriting information including medical examinations by a life insurance company-approved examiner, and authorize release of medical history to the life insurance company’s underwriter, as designated by the Company. An Eligible Employee shall have no right or interest in such policies or the proceeds thereof.
4.14	Nature of Obligation
	No Eligible Employee, Member, Retiree, or Beneficiary shall have any interest in any specific asset of the Company or any Affiliated Company as a result of the Plan. Nothing

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	contained herein shall be deemed to create a trust of any kind of any fiduciary relationship between the Company (or any Affiliated Company) and any Eligible Employee, Member, Retiree, or Beneficiary. Any right to receive any Benefit under the Plan shall only be the right of a general unsecured creditor.
4.15	Claims Procedure
(a)	Claims for benefits under the Plan shall be submitted in writing to the Administrative Committee or to an individual designated by the Administrative Committee for this purpose within 90 days of the latest date upon which the disputed benefit could have been timely made in accordance with the terms of the Plan and section 409A of the Code. The Administrative Committee shall respond to such claim in writing within 60 days, whereupon any appeal shall be submitted in writing to the Administrative Committee or to an individual designated by the Administrative Committee for this purpose within 180 days of the latest date upon which the disputed benefit could have been timely made in accordance with the terms of the Plan and section 409A of the Code.
(b)	No claimant shall institute any action or proceeding in any state or federal court of law or equity or before any administrative tribunal or arbitrator for a claim for benefits under the Plan until the claimant has first exhausted the procedures promulgated by the Administrative Committee for review of claims.
4.16	Acceleration of or Delay in Payments
	The Administrative Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a Benefit owed to the Participant hereunder, provided such acceleration is permitted under Treasury Regulation 1.409A-3(j)(4).  The Committee may also, in its sole and absolute discretion, delay the time for payment of a

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Benefit owed to the Participant hereunder, to the extent permitted under Treasury Regulation 1.409A-2(b)(7).

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ARTICLE 5. AMENDMENT OR TERMINATION

Except as otherwise provided below, the Corporation, by action of its Board of Directors or the Board of Director’s delegate, reserves the right to modify or to amend, in whole or in part, or to terminate this Plan at any time. However, no modification, amendment or termination of the Plan shall reduce the Benefit being paid to a Retiree or Beneficiary as of the date of any such amendment or termination. In respect of any Member who is not a Retiree, no modification or amendment other than a modification or amendment made in order for the Plan to maintain its status as a nonqualified, unfunded deferred compensation plan for a select group of management employees under Title I of ERISA or based on a change in the tax or revenue laws of the United States of America, including Section 409A of the Code, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, a decision by a court of competent jurisdiction involving an Eligible Employee, Retiree or Beneficiary that is necessary to prevent an Eligible Employee, Retiree, or Beneficiary recognizing income for federal income tax purposes with respect to amounts that are or will be payable to him or her under the Plan before they are paid to him or her shall materially adversely affect such Member, unless such Member consents to such modification or amendment in writing, and if the Plan is terminated by the Company, each Member shall have an immediate nonforfeitable right to a Benefit calculated under Article 3 of the Plan, with the amount determined under Section 3.02(a) based on such Member’s Credited Service and Average Final Compensation to the date of such Plan termination and, unless an earlier payment date is permitted pursuant to Section 409A of the Code, paid in the form and at the time provided for under the generally-applicable terms of the Plan. For purposes of applying the offset of the Member’s benefit under the Pension Plan, the amounts of said pension shall be computed under

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the provisions of the Plan as though the date of Plan termination was the Member’s date of Termination of Employment. Any action to modify, amend or terminate the Plan by the Board of Directors shall be taken in such manner as may be permitted under the by-laws of the Corporation.

Notwithstanding the foregoing provisions of this Article 5, however, upon the occurrence of a Change in Control Event and at all times thereafter, the Corporation shall not discontinue, terminate, suspend, or amend the Plan, in whole or in part, in any manner that would adversely affect the right of any (i) Member, Retiree or beneficiary to receive the Benefits provided under the Plan or (ii) any Member to earn future Credited Service pursuant to the Plan as in effect on the date immediately prior to the date a Change in Control Event occurs; provided, nothing in this Article 5 should be construed to be a guaranty of continued employment.

EX-10.3

Exhibit 10.3

TERMINATION PROTECTION AGREEMENT

          The Agreement as of                      (the “Effective Date”) by and between Bowne & Co., Inc., a New York corporation (together with its subsidiaries and affiliates and, after a Change in Control Event (as defined herein), any successor or successors thereto, the “Corporation”), and                      (the “Executive”) is hereby amended and restated as of December 31, 2008 (the “Amended Date”). Amounts deferred and vested under this Agreement prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Agreement as in effect on                     . Any amendments to the Agreement on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.

          WHEREAS, Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Corporation; and

          WHEREAS, the Corporation believes that its interests will be served if Executive has fair and reasonable protection from the risks of a change in ownership or control of the Corporation;

NOW, THEREFORE, the parties hereby agree as follows:

1. Defined Terms.

Unless otherwise indicated, capitalized terms used in this Agreement which are defined in Schedule A shall have the meanings set forth in Schedule A.

2. Term.

This amended Agreement shall be effective as of the Amended Date and shall remain in effect thereafter. The Corporation may terminate this Agreement by giving Executive at least two years advance written notice of termination of the Agreement. Notwithstanding the foregoing, this Agreement shall, if in effect on the date of a Change in Control Event, remain in effect for at least two years and six months following such Change in Control Event, and such additional time as may be necessary to give effect to the terms of the Agreement.

3. Severance and Other Benefits.

If Executive’s employment with the Corporation is terminated by the Corporation at any time within the two years and six months following a Change in Control Event without Cause, or by Executive for Good Reason, Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive’s employment with the Corporation is terminated prior to a Change in Control Event at the request of any individual or entity acquiring ownership and control of the Corporation, this Agreement shall become effective upon the subsequent occurrence of a Change in Control Event involving such acquirer and therefore Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Agreement. The later of the

termination of employment or the Change in Control Event shall be the “Termination Date” for purposes of this Agreement.

(a) Severance Benefits. The Corporation shall pay Executive a lump sum amount, in cash, equal to the sum of:

(1) two (2) times the sum of:

(A)	Executive’s Base Salary, and
(B)	Executive’s Target Bonus; and

(2)

Executive’s Target Bonus multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Corporation in the Calendar Year in which the Executive’s employment terminated and the denominator of which shall equal 365.

To the extent the Severance Benefits are subject to Section 409A of the Code and if the Executive is a “specified employee” as defined in a resolution of the Board of Directors setting forth the definition used by the Corporation to identify such employees in accordance with Section 409A of the Code, the amount of such Severance Benefits that qualify for the exception described in Treas. Reg. § 1.409A-1(b)(9)(iii) (for certain separation pay benefits payable upon an involuntary termination), shall be paid within ten (10) days after the Termination Date and the portion of the Severance Benefits that do not qualify for the foregoing exception (or any other exception to Section 409A of the Code) shall be accumulated and paid on the first day of the seventh month following the Termination Date.

(b)

Payment of Accrued But Unpaid Amounts. Within ten (10) days after Termination Date, the Corporation shall pay Executive any unpaid portion of Executive’s bonus accrued with respect to the Calendar Year ended prior to Executive’s termination of employment.

(c)

Additional Benefit Plan Service and Age. For purposes of eligibility for retirement, for early commencement or actuarial subsidies under any pension plan sponsored by the Corporation or any subsidiary thereof and for the purposes of any additional accruals of benefits thereunder, Executive will be credited with an additional one year of service and age beyond that accrued as of Executive’s termination of employment, as if Executive had remained employed and covered by these plans (as in effect immediately prior to the Change in Control Event) for such one-year period at the Executive’s current Base Salary and Target Bonus rate; provided that if any benefits arising from the grant of additional service and age cannot be provided under a qualified pension plan of the Corporation or a subsidiary thereof due to the qualification provisions of the Code, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan of the Corporation, which shall comply in all respects with Section 409A of the Code.

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(d)

Continued Welfare Benefits. Until the date which is two years after the Termination Date or, if earlier, the date on which Executive commences full-time employment after the termination of employment, the Corporation shall, at its expense, provide Executive with medical and dental benefits, life insurance, disability and accidental death and dismemberment benefits at the highest level provided prior to the Change in Control Event and ending on the date of the termination of employment; provided however, that if Executive becomes employed by a new employer which maintains a medical plan (or its equivalent) that either (i) does not cover Executive with respect to a pre-existing condition which was covered under the Corporations’ medical plan, or (ii) does not cover Executive for a designated waiting period, Executive’s coverage under the Corporation’s medical plan shall continue (but shall be limited in the event of non-coverage due to a pre-existing condition, to the pre-existing condition itself) until the earlier of the end of the applicable period of non-coverage under the new employer’s plan or the date which is two years after the Termination Date.

(e)

Effect on Existing Plans. All provisions relating to a Change in Control Event applicable to Executive and contained in any plan, program, agreement or arrangement maintained on the Termination Date (or thereafter) by the Corporation, including, but not limited to, any stock option, restricted stock or retirement plan, shall remain in effect through the date of the Change in Control Event, and for such period thereafter as is necessary to carry out such provisions and provide the benefits payable thereunder, and may not be altered in a manner which adversely affects Executive without Executive’s express prior written approval.

4. Acceleration of Equity Rights.

Effective as of the date of a Change in Control Event, the Corporation shall cause Executive’s outstanding stock options which are not immediately exercisable to vest and become immediately exercisable and the restrictions on any equity and equity rights held by Executive which are scheduled to lapse solely through the passage of time to lapse.

5. Excise Tax Gross-Up.

If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property) pursuant to any plan, agreement or arrangement of the Corporation (together, “Severance Payments”) which are or would be subject to the tax imposed by Section 4999 of the Code (or any similar tax that may be imposed) (the “Excise Taxes”), the Corporation shall pay to Executive an additional amount (“Gross-Up Payment”) such that, after the payment by Executive of all taxes (including without limitation all income and employment tax and Excise Tax and treating as a tax the lost tax benefit resulting from the disallowance of any deduction of Executive by virtue of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income), and interest and penalties with respect to

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such taxes, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Taxes imposed upon the Severance Payments.

For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax:

(i)	The Severance Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants, counsel or auditors of nationally recognized standing (“Independent Advisors”) selected by the Corporation and reasonably acceptable to Executive, the Severance Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax;
(ii)	The amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance Payments or (B) the total amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i) above); and
(iii)	The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of Executive’s adjusted gross income); and (C) to have otherwise allowable deductions for federal, state, and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall repay to the Corporation at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to Executive or otherwise realized as a benefit by

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Executive) the portion of the Gross-Up Payment that would not have been paid if such Excise Tax had been applied in initially calculating the Gross-Up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Corporation shall make an additional Gross-Up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

The Gross-Up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Severance Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Corporation shall pay to Executive on such day an estimate, as determined by the Independent Advisors, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), as soon as the amount thereof can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to Executive, payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). If more than one Gross-Up Payment is made, the amount of each Gross-Up Payment shall be computed so as not to duplicate any prior Gross-Up Payment.

Notwithstanding the foregoing, no Gross-Up Payment(s) provided for under this provision shall be paid to the Executive later than the end of the Executive’s taxable year next following the taxable year in which the Executive remits the Excise Taxes. If any Gross-Up Payment(s) provided under this provision are not paid to the Executive by the end of the Executive’s taxable year next following the taxable year in which the Executive remits the Excise Taxes, such Gross-Up Payment(s) shall be forfeited.

The Corporation shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Corporation may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, however, that the Corporation’s control over any such proceedings shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. Executive shall cooperate with the Corporation in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-Up Payment hereunder.

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6. Mitigation.

Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, and compensation earned from such employment or otherwise shall not reduce the amounts payable under this Agreement. No amounts payable under this Agreement shall be subject to reduction or offset in respect of any claims which the Corporation (or any other person or entity) may have against Executive.

7. Indemnification; Directors’ and Officers’ Liability Insurance.

Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Corporation’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time. In addition, the corporation shall maintain Directors’ and Officers’ liability insurance on behalf of Executive, at the level in effect immediately prior to the Termination Date, for two years following the Termination Date, and throughout the period of any applicable statute of limitations.

8. Termination for Cause.

Nothing in this Agreement shall be construed to prevent the Corporation from terminating Executive’s employment for Cause. If Executive is terminated for Cause, the Corporation shall have no obligation to make any payments under this Agreement, except for payments that may otherwise be payable under then existing employee benefit plans, programs and arrangements of the Corporation.

9. Disputes.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New York, New York, or, at the option of Executive, in the county and state where Executive then resides, in accordance with the Rules of the American Arbitration Association then in effect, except that if Executive institutes an action relating to this Agreement, Executive may, at Executive’s option, bring that action in a court of competent jurisdiction. Judgment may be entered on an arbitrator’s award relating to this Agreement in any court having jurisdiction.

10. Costs of Proceedings.

The Corporation shall pay all costs and expenses, including attorneys’ fees and disbursements, on a monthly basis and in accordance with the requirements of Section 409A of the Code, of Executive in connection with any legal proceeding (including arbitration) instituted by the Executive for breach of any provision of this Agreement by the Corporation in which the Executive is the prevailing party. If Executive does not prevail on such claim for breach, Executive shall pay all costs and expenses, including attorney’s fees and disbursements, of Executive, including repayment to the Corporation of any amounts paid to or on behalf of Executive pursuant to the preceding sentence. The Corporation shall pay pre-

6

judgment interest on any money judgment obtained by Executive as a result of such a proceeding, calculated at the prime rate of such major bank as is determined by the Board of Directors from time to time, from the date that payment should have been made to Executive under this Agreement.

11. Notice.

Any notice required or permitted to be given by this Agreement shall be effective only if in writing, delivered personally against receipt therefor or mailed by certified or registered mail, return receipt requested, to the parties at the address herein after set forth, or at such other places that either party may designate by notice to the other.

Notice to the Corporation shall be addressed to:

Bowne & Co., Inc.
55 Water Street
New York, NY 10041
Attn: Chief Executive Officer

Notice to Executive shall be addressed to him or her at the Corporation, with a copy to his or her home address at:

A copy of any notice to Executive shall also be sent to:

Notices shall be deemed effectively given five (5) days after deposited in a post office box under the exclusive control of the United States Postal Service.

12. Assignment.

Except as otherwise provided herein, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Corporation and Executive and their respective heirs, legal representatives, successors and assigns. If the Corporation shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation by

7

agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. The provisions of this Section 12 shall continue to apply to each subsequent employer of Executive hereunder in the event of any subsequent merger, consolidation or transfer of assets of such subsequent employer.

13. Withholding.

Notwithstanding the provisions of Section 5 hereof, the Corporation may, to the extent required by law, withhold applicable federal, state and local income and other taxes from any payments due to Executive hereunder.

14. Applicable Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.

15. Entire Agreement; Amendment.

This Agreement constitutes the entire agreement between the parties and, except as expressly provided herein, supersedes all other prior agreements concerning the effect of a Change in Control Event on the relationship between the Corporation and Executive. This Agreement may be changed only by a written agreement executed by the Corporation and Executive.

IN WITNESS WHEREOF, the parties have executed this Agreement on the                      day of                     , 2008.

BOWNE & CO., INC.
By
	Chairman & CEO
	Executive

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Schedule A

CERTAIN DEFINITIONS

          As used in this Agreement, and unless the context requires a different meaning, the following terms, when capitalized, have the meaning indicated:

          “Base Salary” means Executive’s annual rate of base salary in effect on the date of the Change in Control Event or the Executive’s termination of employment, whichever is higher.

“Cause” means either of the following:

(a)

Executive’s willful malfeasance or nonfeasance having a material adverse effect on the Corporation; provided, that any action or refusal by Executive shall not constitute “Cause” if, in good faith, Executive believed such action or refusal to be in, or not opposed to, the best interests of the Corporation or if Executive shall be entitled, under applicable law or under an Corporation’s Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time, to be indemnified with respect to such action or refusal.

(b)

Executive’s conviction of a felony.

“Change in Control Event” means, in accordance with the requirements of Section 409A of the Code, the occurrence of one of the following events:

(a)	The date any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation 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 the Corporation.
(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 the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation.
(c)	The date a majority of the members of the 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 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 the Corporation 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 the Corporation immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the

value of the assets of the Corporation, 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 of Directors, on the basis of information available at the time to it, shall be conclusive and binding for all purposes under this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Corporation” means Bowne & Co., Inc. and its subsidiaries and affiliates and, after a Change in Control Event, any successor or successors thereto.

“Calendar Year” means January 1^st to December 31^st.

          “Good Reason” means a separation from service that occurs within two years and six months following the initial existence of one or more of the following conditions arising without the consent of the Executive:

(a)	A material diminution in the Executive’s base compensation;
(b)	A material diminution in the Executive’s authority, duties, or responsibilities;
(c)	A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors;
(d)	A material diminution in the budget over which the Executive retains authority;
(e)	A material change in the geographic location at which the Executive must perform the services or
(f)	Any other action or inaction that constitutes a material breach by the Corporation of this Agreement;

but only if the Executive has provided notice to the Corporation of the existence of the condition within 90 days of the initial existence of the condition, and within a 30-day period, the Corporation has not remedied such condition.

“Permanent Disability” means any one of the following:

(a)	Executive is 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.
(b)	Executive is, 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Corporation.

(c) Executive is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

          “Target Bonus” means the annual bonus payable to Executive for the Corporation’s Fiscal Year in which a Change in Control Event occurs, calculated on the assumption that Executive and those subsidiaries, divisions or business units within the Corporation of whose performance Executive’s bonus depends achieve the applicable target performance goals established under the applicable bonus plan with respect to that year. If no target performance goals for the year in which the Change in Control Event occurs have been set prior to the Change in Control Event, the Target Bonus shall be determined by substituting, in the previous sentence, the prior year for the year in which a Change in Control Event occurs.

EX-10.4

Exhibit 10.4

BOWNE & CO., INC.

2000 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

Effective December 31, 2008, Bowne & Co., Inc., a corporation organized under the laws of the State of Delaware, hereby amends and restates the 2000 Stock Incentive Plan of Bowne & Co., Inc. (the “Plan”), first established March 8, 2000 and as thereafter amended from time to time. Amounts deferred and vested under the Plan prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Plan as in effect on October 3, 2004. Any amendments to the Plan on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.

1. Purpose. The Plan is intended to advance the interests of the Company and its stockholders by providing a means to attract, retain and reward employees of the Company and its subsidiaries, non-employee directors of the Company, and consultants and other persons who provide substantial services to the Company or its subsidiaries, to link compensation to measures of the Company’s performance in order to provide additional stock-based incentives to such persons for the creation of stockholder value, and to enable such persons to acquire or increase a proprietary interest in the Company in order to promote a closer identity of interests between such persons and the Company’s stockholders.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to the terms defined in Section 1 and elsewhere in the Plan:

(a) “Award’’ means any Option, SAR (including Limited SAR), Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award, or Performance Award, together with any related right to interest, granted to a Participant under the Plan.

(b) “Beneficiary’’ means the person, persons, trust or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(c) “Board’’ means the Company’s Board of Directors.

(d) “Change in Control’’ and related terms have the meanings specified in Section 8.

(e) “Code’’ means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(f) “Committee’’ means a committee of two or more directors designated by the Board to administer the Plan; provided, however, that directors appointed as members of the Committee shall not be employees of the Company or any subsidiary. Initially, the Compensation and Management Development Committee of the Board shall be the Committee hereunder. The foregoing notwithstanding, the term “Committee’’ shall refer to the full Board in any case in which it is performing any function of the Committee under the Plan.

(g) “Deferred Stock’’ means a right, granted to a Participant under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified deferral period.

(h) “Dividend Equivalent’’ means a right, granted to a Participant under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

(i) “Effective Date’’ means the effective date specified in Section 10(n).

(j) “Eligible Person’’ has the meaning specified in Section 5.

(k) “Exchange Act’’ means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(l) “Fair Market Value’’ means the fair market value of Stock, Awards or other property as determined by the Committee or under procedures established by the Committee in accordance with the requirements of Section 409A of the Code. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the mean between the highest and lowest sales prices reported on a composite basis for Stock traded on the principal securities exchange or automated quotation system on which the Stock is then traded, on the date for which the determination is made or, if there was no trade reported for that date or the Committee so directs, on the latest date for which a trade was reported.

(m) “Grant Date” means the date on which an Award is granted.

(n) “Limited SAR’’ means a right granted to a Participant under Section 6(c).

(o) “Option’’ means a right, granted to a Participant under Section 6(b), to purchase Stock or other Awards at a specified price during specified time periods. All options granted under the Plan will be non-qualified stock options.

(p) “Other Stock-Based Awards’’ means Awards granted to a Participant under Section 6(h).

(q) “Participant’’ means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.

(r) “Performance Award’’ means a right, granted to a Participant under Section 6(i), to receive Awards or payments based upon performance criteria specified by the Committee.

(s) “Restricted Stock’’ means Stock granted to a Participant under Section 6(d) which is subject to certain restrictions and to a risk of forfeiture.

(t) “Rule 16b-3’’ means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

(u) “Stock’’ means the Company’s Common Stock, par value $.01 per share, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 10(c).

(v) “Stock Appreciation Rights’’ or “SAR’’ means a right granted to a Participant under Section 6(c).

3. Administration.

(a) 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 Persons to become Participants; to grant Awards; to determine the type and number of Awards, the dates on which Awards may be exercised and on which the risk of forfeiture or deferral period relating to Awards shall lapse or terminate, the acceleration of any such dates, the expiration date of any Award, whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards or other property, and other terms and conditions of, and all other matters relating to, Awards; to prescribe documents evidencing or setting terms of Awards (such Award documents need not be identical for each Participant) and rules and regulations for the administration of the Plan; to construe and interpret the Plan and Award 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 Awards to be exempt from the

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restrictions of Section 409A of the Code where possible and that will permit the Deferred Stock or other nonqualified deferred compensation 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 Board setting forth the definition used by the Company 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, transferees under Section 10(b) and other persons claiming rights from or through a Participant, and stockholders. The foregoing notwithstanding, the Board shall perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors, and the Board otherwise may perform any function of Committee under the Plan, including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3.

(b) Manner of Exercise of Committee Authority. Any action relating to an Award which the Committee intends to be exempt under Rule 16b-3(d) may be taken by (A) a subcommittee, designated by the Board or the Committee, composed solely of two or more members who are “Non-Employee Directors’’ as defined in Rule 16b-3(b) or (B) by the Committee but with each such member who is not then a “Non-Employee Director’’ abstaining or recusing himself or herself from such action, provided that, upon such abstention or recusal, the Committee remains composed of two or more “Non-Employee Directors.’’ Action authorized in such manner shall be the action of the Committee for purposes of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. The Committee may appoint agents to assist it in administering the Plan.

(c) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by an executive officer, other officer or employee of the Company or a subsidiary, the Company’s independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or a subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

4. Stock Subject to Plan.

(a) Overall Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10(c), the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 3,000,000. Such shares shall consist of treasury shares, provided, however, that the Committee may determine that shares to be delivered in connection with Awards granted to a person other than a director, officer or owner of five percent of an outstanding class of equity securities of the Company shall instead be authorized but unissued shares. For this purpose, the term “officer’’ has the meaning defined in Section 312.04(g) the New York Stock Exchange’s Listed Company Manual as in effect at the Effective Date.

(b) Share Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. Shares of Stock subject to an Award under the Plan that is canceled, expired, or forfeited, or, in the case of an Award other than Restricted Stock, settled in cash or otherwise terminated without a delivery of shares to the Participant, will again be available for

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Awards under the Plan, and shares withheld in payment of the exercise price or taxes relating to any Award other than Restricted Stock shall likewise be deemed to constitute Shares not delivered to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however, that shares shall not become available under this Section 4(b) in an event that would constitute a “material revision’’ of the Plan subject to shareholder approval under then applicable rules of the New York Stock Exchange. In addition, in the case of any Award granted in substitution for an award of a company or business acquired by the Company or a subsidiary, shares issued or issuable in connection with such substitute Award shall not be counted against the number of shares reserved under the Plan, but shall be deemed to be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business.

5. Eligibility; Per-Person Award Limitations. Subject to the limitations set forth in Section 4(a) and elsewhere in the Plan, Awards may be granted under the Plan only to Eligible Persons. For purposes of the Plan, an “Eligible Person’’ means an executive officer of the Company, an employee of the Company or any subsidiary, a non-employee director of the Company, a consultant or other person who provides substantial services to the Company or a subsidiary, and any person who has been offered employment by the Company or a subsidiary, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or a subsidiary. An employee on leave of absence may be considered as still in the employ of the Company or a subsidiary for purposes of eligibility for participation in the Plan.

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the Grant Date or thereafter (subject to Section 10(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment or service by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion with respect to any term or condition of an Award that is not mandatory under the Plan.

(b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(i) Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee on the Grant Date, provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the Grant Date of such Option.

(ii) Option Term; Time; and Method of Exercise. The Committee shall determine the term of each Option, provided that in no event shall the term exceed a period of ten years from the Grant Date. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash or Stock, by deducting shares of equal value from a final distribution or other property (such as through “cashless exercise’’ arrangements, to the extent permitted by applicable law), and the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants.

(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(i) Right to Payment. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee, provided that such grant price shall be not less than the Fair Market Value of a share of Stock on the Grant Date of such SAR.

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(ii) Other Terms. Subject to the provisions of Section 10(e) providing for the amendment of Awards, the Committee shall determine at the Grant Date, the time or times at which and the circumstances under which an SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. Limited SARs that may only be exercised in connection with a Change in Control or other event as specified by the Committee may be granted on such terms, not inconsistent with this Section 6(c), as the Committee may determine. SARs and Limited SARs may be either freestanding or in tandem with other Awards.

(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the Grant Date or thereafter. Except to the extent restricted under the terms of the Plan and any Award document relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the restricted period applicable to the Restricted Stock, subject to Section 10(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will lapse in whole or in part, including in the event of terminations resulting from specified causes.

(iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(e) Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, consisting of rights to receive Stock, cash, or a combination thereof at the end of a specified deferral period, subject to the requirements of Section 409A of the Code and the following additional terms and conditions:

(i) Award and Restrictions. Issuance of Stock will occur upon expiration of the deferral period specified for an Award of Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred Stock shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions shall lapse at the expiration of the deferral period or at earlier specified times (including based on achievement

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of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, and under such other circumstances as the Committee may determine. Deferred Stock may be satisfied by delivery of Stock, cash equal to the Fair Market Value of the specified number of shares of Stock covered by the Deferred Stock, or a combination thereof, as determined by the Committee at the Grant Date or thereafter.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award document evidencing the Deferred Stock), all Deferred Stock that is at that time subject to deferral (other than a deferral at the election of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, the restrictions or forfeiture conditions relating to Deferred Stock will lapse in whole or in part, including in the event of terminations resulting from specified causes.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee as of the Grant Date, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Deferred Stock shall be deferred with respect to such Deferred Stock and the amount or value thereof automatically deemed reinvested in additional Deferred Stock, other Awards or other investment vehicles, as the Committee shall determine; provided, however, that the Committee may permit a Participant to make elections relating to Dividend Equivalents on the Grant Date if and to the extent that such elections will not result in the Participant being in constructive receipt of or in violation of Section 409A of the Code with respect to amounts otherwise intended to be subject to deferral for tax purposes.

(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. In the case of any grant of Stock to an officer or non-employee director of the Company in lieu of salary, fees or other cash compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award other than Options or SARs. The Committee may provide on the Grant Date that Dividend Equivalents shall be paid or distributed when accrued on the dividend payment date or shall be deemed to have been reinvested in additional Stock, Awards or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture as the Committee may specify.

(h) Other Stock-Based and Cash Awards. The Committee is authorized, subject to limitations under applicable law, including Section 409A of the Code, to grant to Participants such other Awards as may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock or factors that may influence the value of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 6(h).

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(i) Performance Awards. The Committee is authorized to grant Performance Awards to Participants. Performance Awards may be denominated as a number of shares of Stock, shares of Stock having a specified cash value at a future date, or a number of other Awards (or a combination) which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.

7. Certain Provisions Applicable to Awards.

(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any subsidiary, or any business entity to be acquired by the Company or a subsidiary, or any other right of a Participant to receive payment from the Company or any subsidiary. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Award or awards.

(b) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee, subject to the express limitations set forth in Section 6(b)(ii) and elsewhere in the Plan.

(c) Form and Timing of Payment under Awards; Deferrals. Subject to the requirements of Section 409A of the Code and the terms of the Plan and any applicable Award document, payments to be made by the Company or a subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine on the Grant Date, including, without limitation, cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, upon the occurrence of one or more specified events (in addition to a Change in Control) specified on the Grant Date and in compliance with Section 409A of the Code. Installment or deferred payments may be required by the Committee (subject to Section 10(e) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award document) or permitted at the election of the Participant on terms and conditions established by the Committee, provided that any such requirement or permitted election be made as of the Grant Date. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.

(d) Exemptions from Section 16(b) Liability. With respect to a Participant who is then subject to the reporting requirements of Section 16(a) of the Exchange Act in respect of the Company, the Committee shall implement transactions under the Plan and administer the Plan in a manner that will ensure that each transaction by such a Participant is exempt from liability under Rule 16b-3, except that this provision shall not limit sales by such a Participant, and such a Participant may engage in other nonexempt transactions under the Plan. The Committee may authorize the Company to repurchase any Award or shares of Stock resulting from any Award in order to prevent a Participant who is subject to Section 16 of the Exchange Act from incurring liability under Section 16(b). Unless otherwise specified by the Participant, equity securities or derivative securities acquired under the Plan which are disposed of by a Participant shall be deemed to be disposed of in the order acquired by the Participant.

(e) Loan Provisions. With the consent of the Committee, and subject at all times to, and only to the extent, if any, permitted under and in accordance with, laws and regulations and other binding obligations or provisions applicable to the Company (including applicable margin regulations), the Company may make, guarantee, or arrange for a loan or loans to a Participant with respect to the exercise of any Option

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or other payment in connection with any Award, including the payment by a Participant of any or all federal, state, or local income or other taxes due in connection with any Award. Subject to such limitations, the Committee shall have full authority to decide whether to make a loan or loans hereunder and to determine the amount, terms, and provisions of any such loan or loans, including the interest rate to be charged in respect of any such loan or loans, whether the loan or loans are to be with or without recourse against the borrower, the terms on which the loan is to be repaid and conditions, if any, under which the loan or loans may be forgiven.

8. Change in Control.

(a) Effect of “Change in Control.’’ In the event of a “Change in Control,’’ the following provisions shall apply unless otherwise provided in the Award document:

(i) Any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the Change in Control and shall remain exercisable and vested for the balance of the stated term of such Award without regard to any termination of employment or service by the Participant, subject only to applicable restrictions set forth in Section 10(a);

(ii) The restrictions, deferral of settlement, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a); and

(iii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, such performance goals and other conditions will be deemed to be met if and to the extent so provided by the Committee in the Award document relating to such Award or other agreement with the Participant.

(b) Definition of “Change in Control.’’ A “Change in Control’’ shall mean, in accordance with the requirements of Section 409A of the Code, the occurrence of one of the following:

(i) The date any one person, or more than one person acting as a group, acquires ownership of Stock of the Company 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 the Company.

(ii) 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 the Company possessing 30 percent or more of the total voting power of the Stock of the Company.

(iii) The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.

(iii) 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 the Company 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 the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, 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 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.

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9. Additional Award Forfeiture Provisions.

(a) Forfeiture of Options and Other Awards and Gains Realized Upon Prior Option Exercises. Unless otherwise determined by the Committee, each Award granted hereunder shall be subject to the following additional forfeiture conditions, to which each Participant who accepts an Award hereunder is hereby deemed to agree. If any of the events specified in Section 9(b)(i), (ii), or (iii) occurs (a “Forfeiture Event’’), all of the following forfeitures will result:

(i) The unexercised portion of the Option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by the Participant) will be immediately forfeited and cancelled upon the occurrence of the Forfeiture Event; and

(ii) The Participant will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Option Gain (as defined herein) realized by Participant upon each exercise of an Option that occurred on or after (A) the date that is six months prior to the occurrence of the Forfeiture Event, if the Forfeiture Event occurred while Participant was employed by the Company or a subsidiary, or (B) the date that is six months prior to the date Participant’s employment by the Company or a subsidiary terminated, if the Forfeiture Event occurred after Participant ceased to be so employed. For purposes of this Section, the term “Option Gain’’ in respect of a given exercise shall mean the product of (X) the Fair Market Value per share of Stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the Option was exercised at that date.

(b) Events Triggering Forfeiture. The forfeitures specified in Section 9(a) will be triggered upon the occurrence of any one of the following Forfeiture Events at any time during Participant’s employment by the Company or a subsidiary or during the one-year period following termination of such employment (but not later than 18 months after the Award terminates or, in the case of an Option, is fully exercised):

(i) Participant, acting alone or with others, directly or indirectly, prior to a Change in Control, (A) engages, either as employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless the Participant’s interest is insubstantial, in any business in an area or region in which the Company conducts business at the date the event occurs, which is directly in competition with a business then conducted by the Company or a subsidiary; (B) induces any customer or supplier of the Company or a subsidiary with whom Participant has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any subsidiary, to curtail, cancel, not renew, or not continue his or her or its business with the Company or any subsidiary; or (C) induces, or attempts to influence, any employee of or service provider to the Company or a subsidiary to terminate such employment or service. The Committee shall, in its discretion, determine which lines of business the Company conducts on any particular date and which third parties may reasonably be deemed to be in competition with the Company. For purposes of this Section 9(b)(i), a Participant’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and a Participant’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the Committee in its discretion, of less than five percent of the outstanding equity of the entity;

(ii) Participant discloses, uses, sells, or otherwise transfers, except in the course of employment with or other service to the Company or any subsidiary, any proprietary information of the Company or any subsidiary so long as such information has not otherwise been disclosed to the public or is not otherwise in the public domain, except as required by law or pursuant to legal process, or Participant makes statements or representations, or otherwise communicates, directly or indirectly, in writing, orally, or otherwise, or takes any other action which may, directly or indirectly, disparage or be damaging to the Company or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations, except as required by law or pursuant to legal process; or

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(iii) Participant fails to cooperate with the Company or any subsidiary by making himself or herself available to testify on behalf of the Company or such subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise fails to assist the Company or any subsidiary in any such action, suit, or proceeding by providing information and meeting and consulting with members of management of, other representatives of, or counsel to, the Company or such subsidiary, as reasonably requested.

(c) Agreement Does Not Prohibit Competition or Other Participant Activities. Although the conditions set forth in this Section 9 are deemed to be incorporated into an Award, a Participant is not thereby prohibited from engaging in any activity, including but not limited to competition with the Company and its subsidiaries. Rather, the non-occurrence of the Forfeiture Events set forth in Section 9(b) is a condition to Participant’s right to realize and retain value from his or her compensatory Options and Awards, and the consequence under the Plan if Participant engages in an activity giving rise to any such Forfeiture Event, which Forfeiture Events and activities are hereby acknowledged to be harmful to the Company, are the forfeitures specified herein. The Company and Participant shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Section 9(a) and 9(b).

(d) Right of Setoff. Participant agrees that the Company or any subsidiary may, to the extent permitted by applicable law, deduct from and set off against any amounts the Company or a subsidiary may owe to Participant from time to time, including amounts owed as wages or other compensation, fringe benefits, or other amounts owed to Participant, such amounts as may be owed by Participant to the Company under Section 9(a), although Participant shall remain liable for any part of Participant’s payment obligation under Section 9(a) not satisfied through such deduction and setoff.

(e) Committee Discretion. The Committee may, in its discretion, waive in whole or in part the Company’s right to forfeiture under this Section, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the Company. In addition, the Committee may impose additional conditions on Awards, by inclusion of appropriate provisions in the document evidencing any such Award.

10. General Provisions.

(a) Compliance with Legal and Other Requirements. The Company may postpone the issuance or delivery of Stock or payment of other benefits under any Award, 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 the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement or the issuance or delivery of Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.

(b) Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party (other than the Company or a subsidiary), or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights may be transferred to one or more transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but

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only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award document (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award document applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(c) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter (including with respect to each specified limit under Section 5), (ii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards and (iii) the exercise price, grant price or purchase price relating to any Award or, if deemed appropriate, upon a Change in Control, the Committee may make provision for a cash payment to the holder of an outstanding Option in consideration for the cancellation of such Option in an amount equal to the excess, if any, of the amount of cash and fair market value of property that is the price per share paid in any transaction triggering the Change in Control over the per share exercise price of such Option, multiplied by the number of shares of Stock covered by such Option. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals, in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets) affecting the Company, any subsidiary or any business unit, or the financial statements of the Company or any subsidiary, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any subsidiary or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant. Any adjustment to an Option or SAR pursuant to this section 10(c) must meet the requirements of Section 409A of the Code.

(d) Taxes. The Company and any subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of mandatory withholding and other taxes due or payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s mandatory withholding obligations, either on a mandatory or elective basis in the discretion of the Committee. In each such case, the Fair Market Value of the Stock withheld shall not exceed the minimum dollar amount that is required to be withheld by the Company under applicable federal, state or local income tax laws, or the comparable rules of jurisdictions outside of the United States.

(e) Changes to the Plan. The Board may amend, suspend, or terminate the Plan, an Award or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants; provided, however, that, except in the case of adjustments authorized under Section 10(c), no amendment shall reduce the exercise price of any outstanding Option, grant price of any outstanding SAR, or purchase price of any other outstanding Award conferring a right to purchase Stock to an amount less than the Fair Market Value of a share at the Grant Date of the outstanding award; and provided further that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any outstanding Award.

(f) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be

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construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a subsidiary, (ii) interfering in any way with the right of the Company or a subsidiary to terminate any Eligible Person’s or Participant’s employment or service at any time. (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded’’ plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded’’ status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Code Section 162(m), including the granting of awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(i) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash consideration, the Participant shall be repaid the amount of such cash consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) Compliance with Code Section 162(m). The Committee may require deferral of settlement of an Award on a mandatory basis or impose other conditions in order to prevent the loss of a tax deduction by the Company under Section 162(m) of the Code.

(k) Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award document shall be determined in accordance with the Delaware General Corporation Law, the laws of the state of New York applicable to contracts made and to be performed in the State of New York, without regard to principles of conflicts of law, and applicable federal law.

(l) Certain Limitations Relating to Accounting Treatment of Awards. Other provisions of the Plan notwithstanding, the Committee’s authority under the Plan is limited to the extent necessary to ensure that any Option or other Award of a type that the Committee has intended to be subject to fixed accounting with a measurement date at the Grant Date is subject to such treatment, unless the Committee specifically determines that the Award shall remain outstanding despite not being subject to fixed accounting with a measurement date at the Grant Date.

(m) Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 10(m) a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) for the Participant whose

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Award is modified.

(n) Effective Date. This amended and restated Plan shall be effective as of December 31, 2008. Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan.

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EX-10.5

Exhibit 10.5

BOWNE & CO., INC.

LONG-TERM PERFORMANCE PLAN

As Amended and Restated Effective December 31, 2008

Effective December 31, 2008, Bowne & Co., Inc., hereby amends and restates the Long-Term Performance Plan (the “Plan”), first established November 1, 1996, frozen effective December 31, 2005 and as it has been amended otherwise from time to time. Amounts deferred and vested under the Plan prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Plan as in effect on October 3, 2004. Any amendments to the Plan on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.

1) PURPOSE

The purpose of the Plan is to enable the Company, through awards of incentive compensation, to attract and retain executives; to motivate these executives to promote the long term growth and profitability of the Company; and to further associate the interests of these executives with those of the Company’s stockholders.

2) DEFINITIONS

“Award” shall mean the long term incentive award granted to a Participant for a Performance Period under the Plan.

“Award Payment Date” shall mean, for each Performance Period, the date on which the amount of the Award for that Performance Period would have been paid to the Participant under Section 6 of the Plan, without regard to any election to defer receipt of the Award made by the Participant under Section 8 of the Plan.

“Board of Directors” shall mean the Board of Directors of the Company.

“Change in Control” shall mean, in accordance with Section 409A of the Code, any one of the following events:

(a)	The date any one person, or more than one person acting as a group, acquires ownership of stock of the Company 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 the Company.
(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 the Company possessing 30 percent or more of the total voting power of the Stock of the Company.

(c)

The date a majority of the members of the 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 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 the Company 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 the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, 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 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.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation and Management Committee of the Board of Directors.

“Company” shall mean Bowne & Co., Inc.

“Deferred Award Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan.

“Disability” shall mean any one of the following:

(a) If a Participant is 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.

(b) If a Participant is, 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(c) If a Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

“Employee” shall mean any person (including an officer) employed by the Company on a full-time salaried basis.

“Fair Market Value” shall mean the average of the highest and lowest sales prices of stock reported as having occurred on the New York Stock Exchange(or its successor)

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on the date of determination thereof (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 a principal market for the stock of the Company, the “Fair Market Value” of such stock 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.

“Participant” shall mean an Employee selected by the Committee to participate in the Plan for a Performance Period.

“Performance Period” shall mean three consecutive calendar years or such other period of time designated by the Committee with respect to which an Award shall be earned.

“Plan” shall mean the Bowne & Co., Inc. Long-Term Performance Plan, as set forth herein, as from time to time amended and in effect.

“Retirement” shall mean separation from service with the Company and its affiliates after having reached age 60 or such earlier age as may be approved by the Company in writing.

“Stock” shall mean shares of common stock of the Company.

3) ADMINISTRATION

The Plan shall be administered by the Committee, which shall have full authority and discretion to interpret the Plan, to establish rules and regulations relating to the Plan, to determine the criteria for eligibility to participate in the Plan, to select Participants in the Plan, the performance targets under the Plan and the amount of the Awards, and to make all other determinations and take all other actions necessary or appropriate for the proper administration of the Plan. The Committee shall interpret and administer the Plan in a manner that will permit the Plan 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 Board setting forth the definition used by the Company to identify such employees in accordance with Section 409A of the Code. The Committee’s interpretation of the Plan, and all actions taken within the scope of its authority, shall be final and binding on the Company, its stockholders, Participants, Employees, former Employees and beneficiaries. No member of the Committee shall be eligible to participate in the Plan.

4) ELIGIBILITY AND PARTICIPATION

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Participation in the Plan shall be limited to those Employees whom the Committee shall select, on the basis of such Employees’ significant impact on the long term success of the Company, to participate in the Plan for that Performance Period.

5) ESTABLISHMENT OF GOALS; GRANT OF AWARDS

The Committee shall approve the level of performance goals which must be achieved during a Performance Period in order for a Participant to earn an Award payable under the Plan at the end of that Performance Period. Each Participant selected by the Committee with respect to a particular Performance Period shall be granted an Award for that Performance Period determined by the Committee in its sole discretion.

6. PAYMENT OF AWARDS

(a)	Subject to the provisions of Section 7 and Section 8, each Participant shall be eligible to receive after the close of a Performance Period cash or Stock equal to the value of such Participant’s Award for that Performance Period; provided, however, that no Participant shall receive more than 100% of his or her target Award; provided, further, that in the event payment of an Award, or a portion of an Award, would not be fully deductible, when paid by the Company, under the Code, then payment for such Award, or the portion of such Award which is not deductible, shall be mandatorily deferred pursuant to the Deferred Award Plan and such Award or portion of such Award shall not be payable pursuant to this Plan.
(b)	Subject to the provisions of Section 7 and Section 8, an Award shall be paid in the calendar year following the close of a Performance Period, unless the Participant has made an election under Section 8 to defer receipt of such Award.
(c)	In the event of a Change in Control, the Committee, in its sole discretion, may terminate any or all active Performance Periods with respect to any Participant and pay such Participant cash or stock equal to the value of such Participant’s target Award for those terminated Performance Periods.

7. LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS

a) No Participant shall have any right to receive payment of an Award under the Plan for a Performance Period unless the Participant remains in the employ of the Company or any of its affiliates through the Award Payment Date. However, in the event that, prior to the Award Payment Date, a Participant’s employment with the Company and its affiliates terminates due to the Participant’s death, disability or Retirement, the Participant (or, in the event of the Participant’s death, the person or estate determined under Section 9) shall remain eligible to receive a portion of the Award based on the amount of time the Participant was employed during the Performance Period. Notwithstanding the preceding two sentences, the Committee may, if in the reasonable opinion of the Committee circumstances warrant such action, approve payment of an Award to a Participant whose employment terminates

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prior to the Award Payment Date for reasons other than death or disability or retirement. A payment made pursuant to this Section 7 shall be made in the calendar year following the termination of employment.

b)

Furthermore, no Participant shall have any right to receive payment of an Award under the Plan if, subsequent to the commencement of the Performance Period and prior to the Award Payment date, the Participant either (i) engaged directly or indirectly, either personally or as an employee, agent, partner, stockholder, officer or director of, or consultant to, any entity or person engaged in any business in which the Company or any of its affiliates is engaged, and, in the opinion of the Committee, such entity or person has engaged in competition with the Company or any of its affiliates or (ii) at any time divulged to any person or entity other than the Company or any of its affiliates, any of the trade secrets, methods, processes or other proprietary or confidential information of the Company or any of its affiliates. For the purposes of this paragraph, a Participant shall be deemed not a stockholder of a competing entity if the Participant’s record and beneficial ownership amount to not more than one percent of the outstanding capital stock of any company subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

c)

The Company may postpone the issuance or delivery of Stock or payment of other benefits under any Award 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 the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations.

8. DEFERRAL OF PAYMENT AWARDS.

a)

A Participant may, subject to the terms and conditions of this Section 8, elect to defer payment of all or a portion of any Award which the Participant might earn with respect to a Performance Period by completing the payment deferral form prescribed by the Committee (the “Deferred Amount”). The Committee may, at its discretion, provide that a percentage or percentages of amounts voluntarily deferred pursuant to this Section 8 will be matched.

b)

Payment Deferral Form. The payment deferral form shall include:

(i)	the amount to be deferred;
(ii)	the period of deferral;
(iii)	the period over which the payment is to be made; and

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(iv) an acknowledgement by the Participant that he or she will pay to the Company any amount required to be withheld in order to comply with applicable tax laws and regulations. In the event that the Participant does not make such acknowledgement or does not pay the Company the required amount, the Company shall have the right to deduct from the Deferred Amount and matching amount plus or minus any earnings or losses any taxes or other amounts required by law to be withheld.

c)	Date of Election. An election to defer receipt of an Award shall be made on or prior to the December 31 that immediately precedes the start of the applicable Performance Period.
d)	Payment of Deferred Awards. The amount deferred and the matching amount plus or minus any earnings or losses thereon pursuant to Subsection (e) hereof will be paid (in cash or Stock, at the Committee’s sole discretion) to the Participant (or, in the event of the Participant’s death, the person or estate determined under Section 9), on the date(s) specified in the deferral form prescribed by the Committee; provided, however, that in the event a deferred Award or portion of an Award, when payable, would not be fully deductible by the Company under the Code, then subject to the requirements of Section 409A of the Code, payment for such Award or portion of such Award will be mandatorily deferred hereunder until such time as the Company may fully deduct payment for such Award, or portion of such Award, pursuant to the Code.
e)	Earnings Credited on Deferred Amounts/Matching Amounts. The Deferred Amount and the matching amount will be credited with dividend equivalents and appreciate and depreciate in the same manner as if it were Stock.
f)	Acceleration of Payment of Deferred Amount.

(i) At any time prior to complete payment of the Deferred Amount and matching amount plus or minus any earnings or losses, the Company may, in its sole discretion and in accordance with Section 409A of the Code, pay to the Participant (or, in the event of the Participant’s death, the person or estate determined under Section 9), an amount not greater than that portion of the Deferred Amount plus or minus any earnings or losses that the Committee determines, in its sole discretion, necessary to meet a severe financial hardship arising from 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. The payment shall be made only in instances of hardship arising from causes beyond the Participant’s control. The Participant shall apply in writing to the Committee for any hardship payment under this subsection (i) and shall furnish the Committee such information as the Committee deems necessary and appropriate to make its determination.

6

(ii) The entire Deferred Amount and the matching amount, plus or minus any earnings or losses, shall become immediately payable in the event of a Change in Control.

9. DESIGNATION OF BENEFICIARY

A Participant may designate a person or persons as the beneficiary or beneficiaries who, in the event of the Participant’s death prior to full payment of any Award hereunder, shall receive payment of any Award due under the Plan. Such designation shall be made by the Participant on a form prescribed by the Committee. The Participant may at any time, change or revoke such designation. A beneficiary designation, or revocation of a prior beneficiary designation, will be effective only if it is made in writing on a form provided by the Company, signed by the Participant and received by the Secretary of the Company (or the Secretary’s designate). If the Participant does not designate a beneficiary or the beneficiary dies prior to receiving any payment of an Award and/or Deferred Amount and matching amount plus or minus any earnings or losses, such amount shall be paid to the Participant’s estate.] If the beneficiary dies after receiving any payment under this Plan, any amounts remaining to be paid shall be paid to the beneficiary’s estate.

10. CORPORATE CHANGE

If (i) the Company shall at any time be involved in a transaction described in subsection (a) of Section 424 of the Code; (ii) the Company shall declare a dividend payable in, or shall subdivide or combine, the Stock; or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Awards, including the matching amount, the Committee shall forthwith take any such action as in its judgment shall be necessary to preserve the Participant’s rights substantially proportionate to the rights existing prior to such event. The judgment of the Committee with respect to any matter referred to in this paragraph shall be conclusive and binding upon each Participant.

11. AMENDMENTS

The Board of Directors or the Committee may at any time amend (in whole or in part) this Plan provided that no such amendment shall adversely affect an Award previously granted.

12. TERMINATION

The Board of Directors or the Committee may terminate this Plan (in whole or in part) at any time. The termination shall not adversely affect an Award previously granted and shall not accelerate the timing of a payment with respect to an Award, unless such acceleration is permitted under Section 409A of the Code.

13. MISCELLANEOUS PROVISIONS

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(a)	This Plan is not a contract between the Company and its Employees; it is totally gratuitous on the part of the Company. No Employee or other person shall have any claim or right to be granted an Award under this Plan. Neither the establishment of this Plan, nor any action taken hereunder, shall be construed as giving any Employee any right to be retained in the employ of the Company.
(b)	A Participant’s right and interest under the Plan may not be assigned or transferred, except as provided in Section 9 hereof, and any attempted assignment or transfer shall be null and void and shall extinguish the Company’s obligation under the Plan to pay the Award and/or Deferred Amount and matching amount plus or minus any earnings or losses with respect to the Participant.
(c)	The Plan shall be unfunded except that the Company may establish a grantor trust to assist it in meeting its obligations hereunder.
(d)	The Company shall have the right to deduct from each Award and any Deferred Amount and matching amount plus or minus any earnings or losses paid any taxes or other amounts required by law to be withheld.
(e)	The Plan shall be construed, interpreted and governed in accordance with the laws of the State of Delaware, without reference to rules relating to conflicts of law.

14. EFFECTIVE DATE

The Amended and Restated Plan shall be effective as of December 31, 2008.

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EX-10.6

Exhibit 10.6

BOWNE & CO., INC.

DEFERRED AWARD PLAN

As Amended and Restated Effective December 31, 2008

Effective December 31, 2008, Bowne & Co., Inc., hereby amends and restates the Deferred Award Plan (the “Plan”), first established November 1, 1996, frozen effective December 31, 2005 and as it has been amended otherwise from time to time. Amounts deferred and vested under the Plan prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Plan as in effect on October 3, 2004. Any amendments to the Plan on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.

1) PURPOSE

The purpose of the Plan is to enable the Company, through deferred awards of compensation, to attract and retain executives; to motivate these executives to promote the growth and profitability of the Company; and to further associate the interests of these executives with those of the Company’s stockholders.

2) DEFINITIONS

“Annual Bonus Program” shall mean the Company’s annual bonus plan.

“Award” shall mean the annual incentive award granted to a Participant under the Plan.

“Board of Directors” shall mean the Board of Directors of the Company.

“Bonus Payment Date” shall mean the date that the annual bonus for a period would be paid to the Participant under the Annual Bonus Program.

“Change in Control” shall mean, in accordance with Section 409A of the Code, any one of the following:

(a)	The date any one person, or more than one person acting as a group, acquires ownership of stock of the Company 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 the Company.
(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 the Company

	possessing 30 percent or more of the total voting power of the Stock of the Company.
(c)	The date a majority of the members of the 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 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 the Company 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 the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, 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 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.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation and Management Committee of the Board of Directors.

“Company” shall mean Bowne & Co., Inc.

“Disability” shall mean any one of the following:

(a) If a Participant is 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.

(b) If a Participant is, 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(c) If a Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

“Employee” shall mean any person (including an officer) employed by the Company on a full-time salaried basis.

2

“Fair Market Value” shall mean the average of the highest and lowest sales prices of Bowne & Co., Inc. Stock reported as having occurred on the New York Stock Exchange (or its successor) on the date of determination thereof (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 a principal market for the Stock of the Company, the “Fair Market Value” of such Stock 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.

“Long Term Performance Plan” shall mean the Company’s Long Term Performance Plan, as from time to time amended and in effect.

“Participant” shall mean an Employee selected by the Committee to participate in the Plan.

“Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan, as set forth herein, as from time to time amended and in effect.

“Profit Sharing Plan” shall mean the Bowne Profit Sharing Plan, as from time to time amended and in effect.

“Retirement” shall mean separation from service with the Company and its affiliates after having reached age 60 or such earlier age as may be approved by the Company in writing.

“Stock” shall mean shares of common stock of the Company.

“Unit” shall mean a book account maintained by the Company in an amount equal to the Fair Market Value of a share of Stock.

3) ADMINISTRATION

The Plan shall be administered by the Committee, which shall have full authority and discretion to interpret the Plan, to establish rules and regulations relating to the Plan, to determine the criteria for eligibility to participate in the Plan, to select Participants in the Plan, and to make all other determinations and take all other actions necessary or appropriate for the proper administration of the Plan. The Committee shall interpret and administer the Plan in a manner that will permit the Plan 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 Board setting forth the definition used by the Company to identify such employees in accordance with Section 409A of the Code. The Committee’s interpretation of the Plan, and all actions taken within the scope of its authority, shall be final and binding on the Company, its stockholders and Participants, Employees, former Employees

3

and beneficiaries. No member of the Committee shall be eligible to participate in the Plan.

4) ELIGIBILITY AND PARTICIPATION

Participation in the Plan shall be limited to those Employees whom the Committee shall select, in its sole discretion, to participate in the Plan. The Committee may limit participation for any Employee to one or more of the Awards described in Section 5(a), (b), (c) or (d), respectively.

5) GRANT OF AWARDS

(a)	If the Company has awarded a Participant a bonus pursuant to the Annual Bonus Program equal to 100% of the Participant’s target bonus, then the Committee shall award to that Participant the product of 1.2 times the excess of (i) the amount that would have been paid to the Participant pursuant to the Annual Bonus Program if the Annual Bonus Program permitted awards in excess of 100% of the Participant’s target bonus, over (ii) 100% of Participant’s target bonus pursuant to the Annual Bonus Program; provided, however, that the Participant’s Award pursuant to this Section 5(a) (prior to being multiplied by 1.2) shall be no greater than 50% of Participant’s target bonus pursuant to the Annual Bonus Program.
(b)	If the Company has awarded a Participant an award pursuant to the Long Term Performance Plan equal to 100% of the Participant’s target award, then the Committee shall award to that participant the product of 1.2 times the excess of (i) the amount that would have been paid to the Participant pursuant to the Long Term Performance Plan if the Long Term Performance Plan permitted awards in excess of 100% of the Participant’s target award, over (ii) 100% of Participant’s target award pursuant to the Long Term Performance Plan; provided, however, that the Participant’s Award pursuant to this Section 5(b) (prior to being multiplied by 1.2) shall be no greater than 100% of Participant’s target award pursuant to the Long Term Performance Plan.
(c)	If the Company has awarded a Participant an award pursuant to the Long Term Performance Plan which has been mandatorily deferred pursuant to Section 6(a) of the Long Term Performance Plan, then the Committee shall award to that Participant the product of 1.2 times the award or portion of that award which has been mandatorily deferred pursuant to Section 6(a) of the Long Term Performance Plan.
(d)	If the Company has made the maximum allowable allocation to a Participant’s Profit-Sharing Plan account permitted by the Code for the calendar year pursuant to the Profit-Sharing Plan, then the Committee shall also award to that Participant the quotient of (i) the excess of (x) the allocation to a Participant’s account that would have been made under the Profit-Sharing Plan for the prior plan year had there been no limitations on contributions imposed by the Code, including the limitations imposed pursuant to Sections 401(a)(17) and 415 of the Code, over (y)

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	the contribution actually allocated to the Participant’s account pursuant to the Profit-Sharing Plan for that calendar year, divided by (ii) 0.715.
(e)	All Awards hereunder shall be deferred, and shall be expressed as Units credited to the Participant; the number of such Units awarded on the date of grant of the Award shall be equal to (i) the amounts set forth in (a), (b), (c) or (d) above, divided by (ii) the average Fair Market Value of a share of Stock.

6. DIVIDEND EQUIVALENTS; PAYMENT WITH RESPECT TO AWARDS

(a)	Each Unit will be credited from time to time with additional amounts equal to the dividend paid on a share of Stock, which amounts shall be reinvested in additional Units based on the then prevailing Fair Market Value of a share of Stock.
(b)	Subject to the provisions of Section 7, a Participant shall receive one share of Stock for each Unit credited to such Participant, in full payment of the Participant’s Award, at the first to occur of the events set forth below:

(i)	within 60 days following a Participant’s death or disability;
(ii)	in the event of a Participant’s Retirement, one-half of the Award shall be payable on the first anniversary of the Participant’s Retirement and one-half of the Award shall be payable on the second anniversary thereof;
(iii)	immediately upon a Change in Control;
(iv)	within 60 days following the second anniversary of a Participant’s separation from service for any reason not listed in (i), (ii) or (iii) above; or
(v)	the Company may, in its sole discretion and in accordance with Section 409A of the Code, pay to the Participant an amount not greater than that portion of the Award that the Committee determines, in its sole discretion, necessary to meet a severe financial hardship arising from 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; provided, however, that the payment shall be made only in instances of unforeseen hardship arising from causes beyond the Participant’s control.

For a payment pursuant to (v) above, the Participant shall apply in writing to the Committee for any hardship payment and shall furnish the Committee such information as the Committee deems necessary and appropriate to make its determination.

7. LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS

No Participant shall have any right to receive payment with respect to an Award under the Plan if, at any time prior to the second anniversary of a Participant’s termination of employment (other than a termination of employment due to death, disability, or following a Change in Control), the Participant either (i) engaged, directly or indirectly, either personally or as an employee, agent, partner,

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stockholder, officer or director of, or consultant to, any entity or person engaged in any business which the Company or any of its affiliates is engaged, and, in the opinion of the Committee, such entity or person has engaged in competition with the Company or any of its affiliates or (ii) at any time divulged to any person or entity other than the Company or any of its affiliates, any of the trade secrets, methods, processes or other proprietary or confidential information of the Company or any of its affiliates. For the purpose of this paragraph, a Participant shall be deemed not a stockholder of a competing entity if the Participant’s record and beneficial ownership amount to not more than one percent of the outstanding capital stock of any company subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

8. DESIGNATION OF BENEFICIARY

A Participant may designate a person or person as the beneficiary or beneficiaries who, in the event of the Participant’s death prior to full payment of any Award hereunder, shall receive payment of any Award due under the Plan. Such designation shall be made by the Participant on a form prescribed by the Committee. The Participant may at any time, change or revoke such designation. A beneficiary designation, or revocation of a prior beneficiary designation, will be effective only if it is made in writing on a form provided by the Company, signed by the Participant and received by the Secretary of the Company (or the Secretary’s designate). If the Participant does not designate a beneficiary or the beneficiary dies prior to receiving any payment of an Award, Awards payable under the Plan shall be paid to the Participant’s estate. If the beneficiary dies after receiving any payment of an Award, any amounts remaining to be paid shall be paid to the beneficiary’s estate

9. CORPORATE CHANGE

If (i) the Company shall at any time be involved in a transaction described in subsection (a) of Section 424 of the Code; (ii) the Company shall declare a dividend payable in, or shall subdivide or combine, the Stock; or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Awards, the Committee shall forthwith take any such action as in its judgment shall be necessary to preserve the Participants’ rights substantially proportionate to the rights existing prior to such event. The judgment of the Committee with respect to any matter referred to in this paragraph shall be conclusive and binding upon each Participant.

10. AMENDMENTS

The Board of Directors or the Committee may at any time amend (in whole or in part) this Plan provided that no such amendment shall adversely affect an Award previously granted.

11. TERMINATION

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The Board of Directors or the Committee may terminate this Plan (in whole or in part) at any time. The termination shall not adversely affect an Award previously granted, other than to accelerate the timing of a payment with respect to an Award, but only to the extent such acceleration is permitted under Section 409A of the Code.

12. MISCELLANEOUS PROVISIONS

(a)	This Plan is not a contract between the Company and its Employees; it is totally gratuitous on the part of the Company. No Employee or other person shall have any claim or right to be granted an Award under this Plan. Neither the establishment of this Plan, nor any action taken hereunder, shall be construed as giving any Employee any right to be retained in the employ of the Company.
(b)	A Participant’s right and interest under the Plan may not be assigned or transferred, except as provided in Section 8 hereof, and any attempted assignment or transfer shall be null and void and shall extinguish, in the Company’s sole discretion, the Company’s obligation under the Plan to pay Awards with respect to the Participant.
(c)	The Plan shall be unfunded except that the Company may establish a grantor trust to assist it in meeting its obligations hereunder.
(d)	The Company shall have the right to deduct from Awards paid any taxes or other amounts required by law to be withheld.
(e)	The Plan shall be construed, interpreted and governed in accordance with the laws of the State of Delaware, without reference to rules relating to conflicts of law.

13. COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS

The Company may postpone the issuance or delivery of Stock or payment of other benefits under any Award 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 the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations.

14. EFFECTIVE DATE

The Amended and Restated Plan shall be effective as of December 31, 2008.

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EX-10.7

Exhibit 10.7

THE BOWNE & CO., INC.
STOCK PLAN FOR DIRECTORS

(AS AMENDED AND RESTATED EFFECTIVE
DECEMBER 31, 2008)

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. Stock Plan for Directors (the “Plan”), first established November 20, 1997 and as thereafter amended from time to time, for the benefit of members of the Bowne & Co., Inc. Board of Directors. Amounts deferred and vested under the Plan prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Plan as in effect on October 3, 2004. Any amendments to the Plan on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.

1.	Purpose. The Plan is intended to enhance the Company’s ability to attract and retain talented individuals to serve as members of the Board and to promote a greater alignment of interests between members of the Board and the shareholders of the Company.
2.	Definitions. As used in the Plan, the following terms have the respective meanings:

(a)	“Act” means the Securities Exchange Act of 1934, as amended.
(b)	“Board” means the Board of Directors of the Company.
(c)	“Change in Control” means in accordance with the requirements of Section 409A of the Code, the occurrence of one of the following events:

(a)	The date any one person, or more than one person acting as a group, acquires ownership of Stock of the Company 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 the Company.
(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 the Company possessing 30 percent or more of the total voting power of the Stock of the Company.

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(c)

The date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board 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 the Company 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 the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, 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 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.

(d)	“Code” means the Internal Revenue Code of 1986, as amended.
(e)	“Committee” means the Compensation and Management Development Committee of the Board, or other persons designated by the Board, and shall be comprised of “non-employee directors” as defined pursuant to Rule 16b-3 under the Act. The Board may itself perform any function of the Committee (whether or not a Committee is then designated), in which case references to the “Committee” shall be deemed to also mean the Board.
(f)	“Company” means Bowne & Co., Inc.
(g)	“Conversion Rate” means, in the case of Deferred Stock Units, the dollar amount of the Mandatory Deferral, Voluntary Deferral or Matching Deferral divided by the Fair Market Value on the Payment Date.
(h)	“Deferred Stock Unit” means a bookkeeping entry, equivalent in value to Stock, credited pursuant to Section 5 or Section 6.
(i)	“Director” means any member of the Board not employed by the Company or any subsidiary thereof.

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(j) “Disability” means any one of the following:

a.	The Director is 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.
b.	The Director is, 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.
c.	The Director is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.
d.	The Director is determined to be disabled in accordance with a disability insurance program; provided that the definition of disability applied under such disability insurance program complies with the requirements of paragraph a. or b., above.

(k)	“Fair Market Value” means the fair market value of Stock, awards or other property as of the Grant Date as determined by the Committee or under procedures established by the Committee in accordance with the requirements of Section 409A of the Code. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the average of the mean between the highest and lowest sales prices reported on a composite basis for Stock traded on the principal securities exchange or automated quotation system on which Stock is then traded for each day of the three day period following the Grant Date.
(l)	“Grant Date” means the date on which a Deferred Stock Unit is granted.
(m)	“Payment Date” means the date on which payment of the annual retainer or meeting and chairmanship fees would have been made to a Director without regard to any deferral of receipt

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	of such payment by the Director under Sections 5, 6 or 7 of the Plan.
(n)	“Plan” means The Bowne & Co., Inc. Stock Plan for Directors, as in effect from time to time.
(o)	“Retirement” means retirement after age 60 or such earlier age as may be approved by the Board in writing, to the extent such retirement constitutes a separation from service for purposes of Section 409A of the Code.
(p)	“Stock” means shares of common stock of the Company.

3.	Shares Reserved Under the Plan. Subject to adjustment as provided in Section 10, the total number of shares of Stock reserved and available for delivery in connection with awards under the Plan shall be                      . Shares of Stock delivered under the Plan shall consist solely of authorized treasury shares. For purposes of the Plan, if any Deferred Stock Units or option is forfeited, an option expires for any reason without having been exercised in full, or a Deferred Stock Unit is settled in cash, the shares subject to such award will again be available for delivery under the Plan.
4.	Administration. The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. The Committee is authorized to interpret the plan, to establish, amend or rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee shall interpret and administer the Plan in a manner that will permit any options to be exempt from the restrictions of Section 409A of the Code and that will permit the Deferred Stock Units 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 Board setting forth the definition used by the Company to identify such employees in accordance with Section 409A of the Code. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.
5.	Mandatory Deferral of Annual Retainer. Each Director shall receive 50% of his or her annual retainer in the form of Deferred Stock Units beginning as of January 1, 1998. Such Deferred Stock Units shall be credited to an account maintained for the Director on the books of the

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	Company, as of the Payment Date. Beginning March 31, 2000, the number of Deferred Stock Units (including fractional Deferred Stock Units) to be credited shall be determined by dividing the amount of annual retainer to be deferred into Deferred Stock Units by the Fair Market Value on the Payment Date. The number of Deferred Stock Units credited at a Payment Date before March 31, 2000 was governed by the terms of the Plan as then in effect. Beginning January 1, 2003, each director will receive an annual retainer equal to $50,000, of which $30,000 must be mandatorily deferred into Deferred Stock Units (DSUs). Beginning January 1, 2008, $50,000 of the $85,000 annual retainer must be mandatorily deferred into Deferred Stock Units using the Conversion Rate. The amount of such mandatory deferral, if any, shall be adjusted from time to time by the Board.
6.	Voluntary Deferral of Annual Retainer. Subject to such approvals and conditions as the Committee may impose, each Director may elect, no later than December 31 of the year prior to the year that such payments will be earned, to receive up to the remaining 50% of the annual retainer payable on or after January 1, 1998 in the form of Deferred Stock Units (a “Voluntary Deferral”) using the Conversion Rate. Beginning January 1, 2003, each Director will receive an annual retainer equal to $50,000, of which $30,000 must be mandatorily deferred as Deferred Stock Units or non-qualified stock options. Each Director may elect, no later than December 31 of the year prior to the year that such payments will be earned, to receive the remaining $20,000 in the form of Deferred Stock Units or stock options. Beginning January 1, 2008, each Director will receive an annual retainer equal to $85,000, of which $50,000 must be mandatorily deferred as Deferred Stock Units. Each Director may elect, no later than December 31 of the year prior to the year that such payments will be earned, to receive the remaining $35,000 in the form of Deferred Stock Units (in each year, being a “Voluntary Deferral”). The conversion price for deferred fees will be determined using the Conversion Rate. If a Director elects to make a Voluntary Deferral, then the Committee shall also award to that Director additional Deferred Stock Units (a “Matching Deferral”) equal to the product of .2 times the amount of Deferred Stock Units otherwise credited as a result of such Voluntary Deferral. Such Matching Deferrals and Voluntary Deferrals shall be credited to the account maintained for the Director on the books of the Company, as of the Payment Date.
7.	Payment and Deferral of Committee and Chairmanship Retainers. The Committee may, at its discretion, make available to a Director the ability to elect, no later than December 31 of the year prior to the year that such payments will be earned, (or such other dates as may be approved by the Committee, provided that any such date shall ensure effective deferral of taxation and otherwise comply with applicable laws), to receive

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	his or her fees and retainers otherwise payable for (a) attending Board (or Committee) meetings; (b) serving on a committee, and/or (c) serving as Chair of a Board committee in the form of an additional Voluntary Deferral using the Conversion Rate. If a Director makes such an election, then the Committee shall also award to that Director additional Deferred Stock Units equal to the product of .2 times the amount of Deferred Stock Units otherwise credited as a result of such Fee Deferral. Such additional Matching Deferrals and Voluntary Deferrals shall be credited to the account maintained for the Director on the books of the Company, as of the Payment Date. Any such election shall be subject to such approvals and conditions as the Committee may impose.
8.	Dividend Equivalents. Each Director to whom Deferred Stock Units have been credited shall also be credited, from time to time, with additional Deferred Stock Units equal to the aggregate dividends paid on the Stock represented by the Deferred Stock Units credited to each Director on the record date of such dividend, divided by the Fair Market Value of the Stock on the date each dividend is paid.
9.	Designation of Beneficiary. A Director may designate a person or person as the beneficiary or beneficiaries who, in the event of the Director’s death prior to receipt of all the Stock due under the Plan, shall receive such Stock. The Director may at any time change or revoke such designation. A beneficiary designation, or revocation of a prior beneficiary designation, will be effective only if it is made in writing on a form provided by the Company, signed by the Director and received by the Secretary of the Company (or the Secretary’s designate). If the Director does not designate a beneficiary or the beneficiary dies prior to receiving an installment of Stock, Stock payable under the Plan shall be paid to the Director’s estate. If the beneficiary dies after the Director, any amounts remaining to be paid to the beneficiary shall be paid to the beneficiary’s estate.
10.	Corporate Change. If (i) the Company shall at any time be involved in a transaction described in Subsection (a) of Section 424 of the Code; (ii) the Company shall declare a dividend payable in, or shall subdivide or combine, the Stock; or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the number of Deferred Stock Units or options outstanding under the Plan, the Committee shall forthwith take any such action as in its judgment shall be necessary to preserve the Director’s rights substantially proportionate to the rights existing prior to such event. In addition, the Committee shall appropriately adjust the number and kind of shares reserved and available for awards under the Plan. The judgment of the Committee with respect to any matter referred to in the paragraph shall be conclusive and binding upon each Director.

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11.	Termination of Board Service. Ninety days following the termination of Board service by a Director, or ninety days following the separation from service by a Director, if later, the Director will receive, net of any applicable withholdings, Stock equal in number to 50% of the Deferred Stock Units credited to the Director’s account. Such Director shall receive Stock equal in number to the remaining 50% of the Deferred Stock Units credited to such account on the first anniversary of such date. Any fractional shares remaining after the final installment is received by the Director shall be paid in cash based on the Fair Market Value of the Stock on the final payment date. In the event a Director is a “specified employee” as defined in a resolution of the Board of Directors setting forth such rules in accordance with Section 409A of the Code, no payment shall be made to the Director for the first six months following the separation from service but shall be accumulated and paid on the first day of the seventh month following the termination date.
12.	Change in Control. Within 30 days following a Change in Control, the Company shall make a lump-sum payment in cash (representing full payment of the Director’s Deferred Stock Unit account) to a Director, where each Deferred Stock Unit shall be valued at the greater of (a) the Fair Market Value of a share of Stock on the date of payment or (b) the highest price per share of Stock paid in the transaction or transactions constituting the Change in Control.
13.	Forfeiture of Deferred Stock Units and Options. No Director or other person shall have any right to receive the Stock upon exercise of an option or equal to the Deferred Stock Units credited to such Director’s account and the Company’s obligation, with respect to such Director, under the Plan shall be extinguished if the Board of Directors, based upon the recommendation of the Committee, concludes, prior to a Change in Control, in its sole discretion, that the Director engaged in conduct that had a material adverse effect on the Company (including, but not limited to, divulging confidential information of the Company or engaging in competition with the Company).
14.	Compliance with Legal and Other Requirements. The Company may postpone the issuance or delivery of Stock or payment of other benefits under any Deferred Stock Unit or option 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 Director 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

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	benefits shall be made at the earliest date at which the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations.
15.	Transferability. A Director’s right and interest under the Plan, including his or her Deferred Stock Units and options, may not be assigned or transferred, except as provided in Section 9 hereof, and any attempted assignment or transfer shall be null and void.
16.	No Right to Service. Neither participation in the plan nor any action under the Plan shall be construed to give any Director a right to be retained in the service of the Company.
17.	Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall be unfunded. To the extent any individual holds any rights by virtue of a grant awarded under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured general creditor of the Company.
18.	Successors and Assigns. The Plan shall be binding on all successors and assigns of the Company and a Director, including without limitation, the estate of such Director and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Director’s creditors.
19.	Plan Amendment. The Board may amend the Plan as it deems necessary or appropriate, but not in a manner that reduces a Director’s Deferred Stock Units or options, except in accordance with Section 10, above.
20.	Plan Termination. The Board may terminate this Plan (in whole or in part) at any time. However, if so terminated, prior awards shall, at the discretion of the Board either (a) become immediately payable to the extent permitted under Section 409A of the Code or if not, (b) remain outstanding and in effect accordance with their applicable terms and conditions.
21.	Governing Law. The validity, constructions and effect of the Plan and any actions take or relating to the Plan shall be governed by the substantive laws, but not the choice of law rules, of the State of New York, and applicable provisions of the Delaware General Corporation Law.
22.	Effective Date. This amended and restated Plan shall be effective as of December 31, 2008.

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EX-10.10

Exhibit 10.10

BOWNE & CO., INC.

Stock Option Agreement

This Stock Option Agreement (this “Agreement”) is made as of                      by Bowne & Co., Inc., a Delaware corporation (the “Company”), and                      (the “Optionee”), whose address is in care of Bowne & Co., Inc., pursuant to the 1999 Incentive Compensation Plan of the Company (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless the context otherwise requires.

Option Grant, Number of Underlying Shares and Exercise Price. The Company hereby awards to Optionee an option (the “Option”) to acquire                      shares of the Company’s common stock (the “Stock”), at an exercise price of $                     per share (the “Exercise Price”), subject to the terms and conditions set forth in this Agreement and the Plan. The number of shares subject to the Option, the exercise price, and other Option terms are subject to adjustment in accordance with the Plan. The Option is an incentive stock option under Section 422 of the Internal Revenue Code to the maximum extent possible, and any portion that does not so qualify is a non-qualified stock option.

Dates Exercisable and Termination Date. Optionee may purchase 25% of the aforesaid shares only on or after the first anniversary of the date hereof, 25% of the aforesaid shares only on or after the second anniversary of the date hereof, 25% of the aforesaid shares on the third anniversary, and the remaining 25% of the fourth anniversary of the grant date (except as provided below under the caption “Optionee’s Agreement to SERP Modifications”); provided, however, that the Option will be exercisable immediately upon a Change in Control. In no event may this Option be exercised after December 9, 2015 (the “Termination Date”).

Non-Transferability. The Option shall, during Optionee’s lifetime, be exercisable only by him or her, and neither it nor any right hereunder shall be transferable otherwise than by will or the laws of descent and distribution or be subject to attachment, execution or other similar process. In the event of any attempt by Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of this Option or of any other right hereunder, except as provided for in the Plan, or in the event of any levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Committee may terminate this Option by notice to Optionee and it shall thereupon become null and void.

Termination of Employment. If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a subsidiary thereof, otherwise than by reason of Retirement (as defined herein), disability or death, the Option shall remain exercisable until the Termination Date or until the date three months after the date of cessation of employment, whichever occurs first, to the extent it was exercisable at the time of cessation of employment, whereupon the Option shall terminate together with all of Optionee’s rights hereunder.

If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a subsidiary thereof by reason of a Retirement, the Option shall not be forfeited, but shall remain outstanding until the Termination Date (except as otherwise limited under the Plan or this Agreement. For purposes of this Agreement, “Retirement” or “Retired” shall mean a termination of Optionee’s employment with the Company or a subsidiary after Optionee has attained age 65

- 1 -

BOWNE & CO., INC.

Stock Option Agreement

or has attained age [55 and five years of service] with the Company and its subsidiaries, excluding a termination by the Company or a subsidiary for cause (as determined by the Committee).

If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a subsidiary thereof by reason of a disability, the Option shall remain exercisable until the Termination Date or until the date one year after the date of cessation of employment, whichever occurs first, to the extent it was exercisable at the time of cessation of employment, whereupon the Option shall terminate together with all of Optionee’s rights hereunder. In the event of the death of Optionee prior to the Termination Date while employed by the Company or any subsidiary thereof, or thereafter in the case of an Option exercisable after his cessation of employment, each Option held by Optionee may be exercised at any time or from time to time until the earliest of (i) the Termination Date, (ii), if Optionee had previously Retired or could have Retired at the time he died while still employed, until the date three years after the date of his death, or (iii), if Optionee had not previously Retired and could not have Retired at the time of his death while still employed, one year after the date of his death (the effect of this provision is to extend some Options which otherwise would have terminated three months after Optionee’s date of cessation of employment). Such option shall be exercisable during the applicable periods, by the person or persons to whom Optionee’s rights under each Option shall pass by will or by the applicable laws of descent and distribution or pursuant to a valid designation of beneficiary filed by Optionee with the Committee, but such Option shall be exercisable only to the extent, if any, that Optionee was entitled to exercise it on the date of his death. At the end of such exercisability period, such Option shall terminate together with all of the rights of the person entitled to exercise it hereunder.

Note: Although the Option terms permit it to be exercised more than three months after death or Retirement and more than one year after termination due to disability (in case of death following such disability), exercise of the Option in those circumstances will disqualify it as an incentive stock option. In such case, the Option will constitute a non-qualified stock option for federal income tax purposes.

How to Exercise Option. Subject to the provisions of the Plan, this Option may be exercised by written notice to the Company stating the number of shares with respect to which it is being exercised and (i) accompanied by payment of the Option Price by certified or bank cashier’s check payable to the order of the Company in New York Clearing House funds, or (ii) if acceptable to the Committee, by surrender or delivery to the Company of shares of its Stock with a fair market value (as defined in the Plan) equal to or less than the Option Price or through a written election of Optionee to have shares of Stock with fair market value (as defined in the Plan) equal to or less than the Option Price withheld from the shares Optionee would otherwise receive, plus delivery of a certified or bank cashier’s check for any difference. As soon as practicable after receipt of such notice and payment, the Company shall, without transfer or issue tax or other incidental expense to Optionee, deliver to Optionee at the offices of the Company or such other place as may be mutually acceptable or, at the election of the Company, by first-class insured mail addressed to Optionee at his or her address shown in the employment records of the Company or at the location at which Optionee is employed by the Company or a

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BOWNE & CO., INC.

Stock Option Agreement

subsidiary, a certificate or certificates for previously unissued shares or reacquired shares of its Stock, as the Company may elect.

Legal Compliance. The Company may postpone the time of delivery of certificates of its Stock for such additional time as the Company shall deem necessary or desirable to enable it to comply with the registration requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 or any Rules or Regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of other applicable laws, including state laws relating to authorization, issuance or sale of securities.

If Optionee fails to accept delivery of the shares of Stock of the Company upon tender of delivery thereof, his or her right to exercise this Option with respect to such undelivered shares may be terminated.

Optionee to Notify Company of Disposition of Shares. Optionee agrees to notify the Company in writing, within 30 days, of any disposition (whether by sale, exchange, gift or otherwise) of shares of Stock acquired by Optionee pursuant to the exercise of this Option, which occurs within two years from the date of the granting of this Option or within one year of the transfer of such shares to Optionee; provided, however, that this notice obligation will not apply to any portion of the Option that, at the time of exercise, is a non-qualified stock option and not an incentive stock option.

IN WITNESS WHEREOF, BOWNE & CO., INC. has caused this Agreement to be executed by an officer of the Company thereunto duly authorized and Optionee has executed this Agreement, as of                                                             .

BOWNE & CO., INC.

By:

SVP, Human Resources

OPTIONEE:

David Shea

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EX-10.11

Exhibit 10.11

BOWNE & CO., INC.

Stock Option Agreement

          This Stock Option Agreement (“Agreement”) is made as of «Date_of_Grant», by Bowne & Co., Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and «Name» (“Optionee”), whose address is in care of Bowne & Co., Inc., pursuant to the 2000 Stock Incentive Plan of the Company, amended and restated as of December 31, 2008 (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless the context otherwise requires. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting this grant Optionee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”) made from time to time.

Option Grant, Number of Underlying Shares and Exercise Price. The Company hereby awards to Optionee an option (the “Option”) to acquire «Recommended_Options_» shares of the Company’s common stock (the “Stock”) at an exercise price of «Price» per share (the “Exercise Price”), which shall not be less than Fair Market Value on the Grant Date subject to the terms and conditions set forth in this Agreement and the Plan. The number of shares subject to the Option, the exercise price, and other Option terms are subject to adjustment in accordance with the Plan. The Option is a non-qualified stock option and not an incentive stock option under Section 422 of the Internal Revenue Code.

Dates Exercisable and Termination Date. Optionee may purchase 25% of the aforesaid shares only on or after the first anniversary of the date hereof, 25% on the second anniversary of the date hereof, 25% on the third anniversary of the date hereof, and the remaining 25% of the aforesaid shares only on or after the fourth anniversary of the date hereof; provided, however, that the Option will be exercisable immediately upon a Change in Control. In no event may this Option be exercised after «Expiration_Date» (the “Termination Date”).

Non-Transferability. The Option shall, during Optionee’s lifetime, be exercisable only by him or her, and neither it nor any right hereunder shall be transferable otherwise than by will or the laws of descent and distribution or be subject to attachment, execution or other similar process. In the event of any attempt by Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of this Option or of any other right hereunder, except as provided for in the Plan, or in the event of any levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Committee may terminate this Option by notice to Optionee and it shall thereupon become null and void.

Termination of Employment. If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a subsidiary thereof, otherwise than by reason of Retirement (as defined herein), disability or death, the Option shall remain exercisable until the Termination Date or until the date three months after the date of cessation of employment, whichever occurs first, to the extent it was exercisable at the time of cessation of employment, whereupon the Option shall terminate together with all of Optionee’s rights hereunder.

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If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a subsidiary thereof by reason of a Retirement, the Option shall not be forfeited, but shall remain outstanding until the Termination Date (except as otherwise limited under the Plan or this Agreement); provided, however, that any portion of the Option that had not vested and become exercisable prior to the date of Retirement shall thereafter become exercisable only at such time as a portion of the Option would have become both vested and exercisable had the Optionee’s employment not terminated. For purposes of this Agreement, “Retirement” or “Retired” shall mean a termination of Optionee’s employment with the Company or a subsidiary after Optionee has attained age 65 or has attained age 55 and five years of service with the Company and its subsidiaries, excluding a termination by the Company or a subsidiary for cause (as determined by the Committee).

If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a subsidiary thereof by reason of a disability, the Option shall remain exercisable until the Termination Date or until the date one year after the date of cessation of employment, whichever occurs first, to the extent it was exercisable at the time of cessation of employment, whereupon the Option shall terminate together with all of Optionee’s rights hereunder.

In the event of the death of Optionee prior to the Termination Date while employed by the Company or any subsidiary thereof, or thereafter in the case of an Option exercisable after his cessation of employment, each Option held by Optionee may be exercised at any time or from time to time until the earliest of (i) the Termination Date, (ii), if Optionee had previously Retired or could have Retired at the time he died while still employed, until the date three years after the date of his death, or (iii), if Optionee had not previously Retired and could not have Retired at the time of his death while still employed, one year after the date of his death. Such option shall be exercisable during the applicable periods, by the person or persons to whom Optionee’s rights under each Option shall pass by will or by the applicable laws of descent and distribution or pursuant to a valid designation of beneficiary filed by Optionee with the Committee, but such Option shall be exercisable only to the extent, if any, that Optionee was entitled to exercise it on the date of his death. At the end of such exercisability period, such Option shall terminate together with all of the rights of the person entitled to exercise it hereunder.

Forfeiture. Subject to the specific provisions of the Plan, the unexercised Option may be forfeited in certain events. Among such events are Optionee’s engaging in a business directly in competition with a business conducted by the Company; Optionee’s inducement of a customer or supplier of the Company not to continue to do business with the Company; Optionee’s influencing an employee of the Company or a subsidiary to terminate employment; and Optionee’s disclosure or use of information proprietary to the Company, except as authorized by the Company in the course of his or her employment, all as determined by the Committee in each particular case.

How to Exercise Option. Subject to the provisions of the Plan, this Option may be exercised by written notice to the Company stating the number of shares with respect to which it is being exercised and (i) accompanied by payment of the Exercise Price by a check payable to the order of the Company in New York Clearing House funds, or (ii) if acceptable to the Committee, by surrender or delivery to the Company of shares of its Stock with a Fair Market Value equal to or less than the Exercise Price or through a written election of Optionee to have shares of Stock with a Fair Market Value equal to or less than the Exercise Price withheld from the shares Optionee would otherwise receive, plus delivery of a check for any difference. As soon as practicable after receipt of such notice and payment, the Company shall, without transfer or issue tax or other incidental expense to Optionee, deliver to Optionee at the offices of the Company or such other place as may be mutually acceptable or, at the election of the Company, by first-class insured mail addressed to Optionee at his or her address shown in the employment records of the Company or at the location at which Optionee is employed by

Page 2 of 3

the Company or a subsidiary, a certificate or certificates for previously unissued shares or reacquired shares of its Stock, as the Company may elect.

Legal Compliance. The Company may postpone the time of issuance or delivery of certificates of its Stock or payment of other benefits pursuant to this Option 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 Optionee 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 certificates of Stock or payment of other benefits shall be made at the earliest date at which the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations.

If Optionee fails to accept delivery of the shares of Stock of the Company upon tender of delivery thereof, his or her right to exercise this Option with respect to such undelivered shares may be terminated.

IN WITNESS WHEREOF, BOWNE & CO., INC. has caused this Agreement to be executed by an officer of the Company thereunto duly authorized and Optionee has executed this Agreement, as of the «Date_of_Grant».

BOWNE & CO., INC.

By:

Susan W. Cummiskey

SVP, Human Resources

OPTIONEE:

«Name»

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EX-10.13

Exhibit 10.13

BOWNE & CO., INC.

Amended Restricted Stock Unit Award Agreement — 2008

Granted Pursuant to the Bowne & Co., Inc.

1999 Incentive Compensation Plan, as amended and restated December 31, 2008

Employee:      «Name»

Grant Date:    «Grant_Date»

     This Restricted Stock Unit Award Agreement (the “Agreement”) sets forth the terms of the grant on «Grant_Date» (the “Grant Date”) by BOWNE & CO., INC., a Delaware corporation (the “Company”), to «Name» (“Employee”) of Restricted Stock Units pursuant to the Company’s 1999 Incentive Compensation Plan, amended and restated effective as of December 31, 2008 (the “Plan”); and

     WHEREAS, it has been determined by the Committee that it would be in the best interests of the Company to grant the Restricted Stock Units provided herein to the Employee.

     WHEREAS, the Restricted Stock Units are hereby granted in contemplation of the receipt of future services by the Employee.

     NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

     The Company hereby grants to the Employee «Shares_Granted» Restricted Stock Units, representing a contingent commitment by the company to issue shares of Company Stock (“Common Stock”) to the Employee at or following the applicable Vesting Date(s) listed in the following table):

	Number of Units
Stated Vesting Date	That Vest at that Date
«Vestdate1»	«vest_shares1»
«Vestdate2»	«vest_shares2»
«Vestdate3»	«vest_shares3»
«Vestdate31»	«vest_shares4» (“the Final Vesting Date”)

     In addition, if not previously forfeited, the Restricted Stock Units will become immediately vested in full upon a Change in Control, and will become vested upon the occurrence of certain events relating to Termination of Employment to the extent provided in Section 3 hereof. The terms “vest” and “vesting” mean that the Restricted Stock Unit has become non-forfeitable. If Employee has a Termination of Employment prior to a Stated Vesting Date and Restricted Stock Units do not become vested upon such Termination of Employment and are not otherwise deemed vested by that date under the terms hereof, such Restricted Stock Units will be immediately forfeited. Forfeited Restricted Stock Units cease to be binding on the Company and in no event will thereafter result in delivery of shares of Common Stock to Employee. Upon the Final Vesting Date, the Company shall issue to the Employee (the “Settlement”) that number of shares of the Company’s Common Stock equal to the number of Restricted Stock Units that vested.

     This Restricted Stock Unit Award is granted under Section 6(e) of the Plan to issue shares of Common Stock to Employee at one or more future dates (“Settlement Dates”), and is subject to the risk of forfeiture and other restrictions specified in the Plan and this Agreement, including the Terms and Conditions of Restricted Stock Units attached hereto. The number of Restricted Stock Units and other terms of the Restricted Stock Units are subject to adjustment in accordance with Section 4(b) hereof and Section 11(c) of the Plan. The Restricted Stock Units subject to this Agreement are not eligible for an elective deferral of the Settlement Date.

     Employee acknowledges and agrees that (i) Restricted Stock Units are nontransferable, except as provided in Section 2 hereof and Section 11(b) of the Plan, (ii) the Restricted Stock Units are subject to forfeiture in the event of Employee’s termination of employment in certain circumstances prior to vesting, as specified in the Plan and Section 3 hereof, (iii) the Restricted Stock Units are subject to forfeiture in the event Employee fails to meet applicable requirements relating to non-competition, confidentiality, non-solicitation of customers, suppliers, business associates, employees, and service providers, non-disparagement and cooperation in litigation with respect to the Company and its subsidiaries and affiliates, as set forth in Section 6 hereof and Section 10 of the Plan, and (iv) sales of the Common Stock issued upon Settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by employees, including any applicable “blackout” or other designated periods in which sales of Shares is not permitted.

     IN WITNESS WHEREOF, BOWNE & CO., INC. has caused this Agreement to be executed by its officer thereunto duly authorized, and Employee has duly executed this Agreement, by which each has agreed to the terms of this Agreement.

EMPLOYEE	BOWNE & CO., INC.
	By:
«Name»	Susan W. Cummiskey
		Senior VP, Human Resources

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following Terms and Conditions apply to the Restricted Stock Unit granted to Employee by BOWNE & CO., INC. (the “Company”), and additional Restricted Stock Units resulting from Dividend Equivalents (if any), as specified in the Restricted Stock Unit Award Agreement (of which these Terms and Conditions form a part). Certain terms of the Restricted Stock Unit, including the number of shares granted and vesting date(s), are set forth on the preceding pages.

     1. General. The Restricted Stock Unit is granted to Employee under the Company’s 1999 Incentive Compensation Plan, amended and restated as of December 31, 2008 (the “Plan”), a copy of which is being delivered to Employee with this Agreement. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of the Restricted Stock Unit, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”) made from time to time.

     2. Nontransferability. At no time may Employee transfer this Restricted Stock Unit or any rights hereunder to any third party, other than by will or the laws of descent and distribution. This restriction on transfer precludes any sale, assignment, pledge, or other encumbrance or disposition of the shares of Restricted Stock Unit (except for forfeitures to the Company).

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     3. Termination Provisions. The following provisions will govern the vesting and forfeiture of that portion of the Restricted Stock Unit that is outstanding and not vested at the time of Employee’s Termination of Employment, unless otherwise determined by the Committee (subject to Section 9(a) hereof):

     (a) Death or Disability. In the event of Employee’s Termination of Employment due to death or Disability, all of the outstanding Restricted Stock Units will vest immediately.

     (b) Other Terminations of Employment. In the event of Employee’s Termination of Employment other than for death or Disability, those Restricted Stock Units that have not, as of such date of Termination, become vested pursuant to the vesting schedule presented in the preamble of this Agreement will be forfeited.

     (c) Certain Definitions. The following definitions apply for purposes of this Agreement:

(i) “Disability” means any condition that results in the Participant: (1) being 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) 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (3) being determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

(ii) “Termination of Employment” means the event by which Employee ceases to be employed by the Company or any affiliate of the Company and, immediately thereafter, is not employed by or providing substantial services to any of the Company or an affiliate of the Company.

     4. Dividend Equivalents and Adjustments.

     (a) Dividends. In the event of dividends or distributions on Common Stock, additional Restricted Stock Units shall be issued to the Employee in an amount equal to such dividend or distribution (the “Dividend Equivalent”) in a manner consistent with the terms of the Plan. Restricted Stock Units granted under this Section 4(a) will become vested if and to the same extent as the original Restricted Stock Units with respect to which the cash dividend or distribution was made becomes vested and, to the greatest extent practicable, shall be subject to all other terms and conditions as applied to the original Restricted Stock Unit Award;

     (b) Adjustments. The number of shares of Restricted Stock Units, the number of such shares to be vested and other terms and conditions of Restricted Stock Units or otherwise contained in this Agreement shall be appropriately adjusted, in order to prevent dilution or enlargement of Employee’s rights hereunder, to reflect any changes in the number of outstanding shares of Common Stock resulting from any event referred to in Section 11(c) of the Plan, taking into account any Restricted Stock Unit or other amounts paid or credited to Employee in connection with such event under Section 4(a) hereof, in the sole discretion of the Committee. In addition, to the extent consistent with Section 409A of the Code, the Committee may vary the treatment of any dividend or distribution as specified under Section 4(a), in its discretion, for administrative convenience or any other reason. The Committee may determine how to treat or settle any fractional share resulting under this Agreement.

     5. Other Terms of Restricted Stock Unit Award.

     (a) Voting and Other Shareholder Rights. Employee shall not have any of the rights of a shareholder of the Company in respect of the shares of Common Stock underlying this Award

3

until such Common Stock is delivered to the Employee in accordance with Section 6.

     (b) Consideration for Grant of Restricted Stock Unit. Employee shall not be required to pay any cash consideration for the grant of the Restricted Stock Unit Award, but Employee’s performance of services to the Company prior to the vesting of the Restricted Stock Units shall be deemed to be consideration for this grant of Restricted Stock Units. Employee’s services performed from the Grant Date to the date of issuance of the shares of Restricted Stock Unit is hereby determined to have a value at least equal to the aggregate par value of the shares being newly issued in connection with the grant of Restricted Stock Unit.

     (c) Insider Trading Policy Applicable. Employee acknowledges that sales of shares resulting from Restricted Stock Units that have become vested will be subject to the Company’s policies regulating trading by executive officers and employees.

     6. Settlement and Additional Forfeiture Provisions.

     (a) Settlement. Subject to the terms of the Plan, if any portion of the Restricted Stock Units awarded by this Agreement becomes vested, following the Final Vesting Date the Company shall promptly distribute to the Employee the number of shares of Stock equal to the number of Restricted Stock Units that so vested. In connection with the delivery of the             shares of Stock pursuant to this Agreement, the Employee agrees to execute any documents reasonably requested by the Company. If the Employee should terminate employment prior to the Final Vesting Date, then vested Units shall be settled upon such termination (six months after termination of employment for any Participant who is a “key employee” as defined in a resolution of the Board of Directors setting forth such rules in accordance with Section 409A of the Code).

     (b) Additional Forfeiture Provisions. The Restricted Stock Unit Award is subject to the additional forfeiture conditions imposed under Section 10 of the Plan in the event that the Employee incurs a Forfeiture Event.

     7. Employee Representations and Warranties and Release. As a condition to any non-forfeiture of the Restricted Stock Units that vest upon termination of employment, the Company may require Employee (i) to make any representation or warranty to the Company as may be required under any applicable law or regulation, to make any representation and warranty that the Company deems appropriate, including a representation and warranty that the requirements of Section 10 of the Plan have been met, and (ii) to execute a release from claims against the Company arising at or before the date of such release, in such form as may be specified by the Company.

     8. Tax Withholding. Unless otherwise determined by the Committee, the Company may, at the time any income or other tax withholding obligation arises with respect to this Restricted Stock Unit Award, whether at vesting, Settlement, or other event, demand the appropriate amount of withholding tax from Employee. At Settlement, the Company will withhold from any shares deliverable with respect to the Restricted Stock Unit Award, in accordance with Section 11(d) of the Plan, the number of shares having a value nearest to, but not exceeding, the minimum amount of income and employment taxes required to be withheld under applicable local laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities; provided, however, that the Company will not require such share withholding if and to the extent that Employee has made arrangements, at least 90 days before the date any such withholding would apply, to provide for payment of such taxes and such arrangements are satisfactory to the Company. Employee will be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may be due upon Settlement.

     9. Miscellaneous.

     (a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Restricted Stock Units, and supersedes any prior agreements or documents with respect thereto. No amendment or

4

alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Restricted Stock Units shall be valid unless expressed in a written instrument executed by Employee.

     (b) No Promise of Employment. The Restricted Stock Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation.

     (c) Governing Law. The governing law provision of Section 11(k) of the Plan applies to this Agreement.

     (d) Legal Compliance. The Company may postpone the time of issuance or delivery of certificates of its Stock or payment of other benefits under this Restricted Stock Unit 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 Employee 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 certificates of Stock or payment of other benefits shall be made at the earliest date at which the Company reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations.

If Employee fails to accept delivery of the shares of Stock upon tender of delivery thereof, his or her right with respect to such undelivered shares of Stock may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

     (e) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the General Counsel or any other officer or agent (including any third-party administrator) as the Company may designate, and any notice to the Employee shall be addressed to the Employee at Employee’s address as then appearing in the records of the Company.

5

IN WITNESS WHEREOF, BOWNE & CO., INC. has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Employee has accepted the terms of this Agreement, both as of the date of grant.

BOWNE & CO., INC.

By:

David J. Shea

Participant:

Name: «Name»

Signature:

6

EX-10.16

Exhibit 10.16

LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT — 2008

pursuant to the

BOWNE & CO., INC.
1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS
OF DECEMBER 31, 2008

* * * * * * *

Participant:	«First» «Last»
Date of Grant:	«Award_Date»
Number of Restricted Stock Units granted:       «Shares»

This Long-Term Equity Incentive Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between Bowne & Co., Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth above (“Participant”), whose address is in care of Bowne & Co., Inc., pursuant to the Company’s 1999 Incentive Compensation Plan, as amended and restated effective as of December 31, 2008 (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). Participant hereby acknowledges receipt of a true copy of the Plan that Participant has read the Plan carefully and fully understands its content, and hereby agrees to be bound by all the terms and provisions thereof. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1. Grant of Restricted Stock Units. The Company hereby grants to the Participant, as of the Date of Grant specified above, the number of Restricted Stock Units specified above (the “Target Award”) with respect to the Common Stock of the Company (“Common Stock”). Subject to the terms and conditions herein set forth, these Restricted Stock Units represent contingent commitments by the Company to issue and deliver (hereafter referred to as “conversion”) to Participant, in recognition of Participant’s continued service to the Company and at no cost to Participant, shares of Common Stock at a future date. This Agreement does not entitle Participant to any payment of cash compensation.

The Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, except as specified in paragraph 9 of this Agreement. The Participant shall not have the rights of a stockholder in respect of the shares of Common Stock underlying this Award until such Common Stock is delivered to the Participant in accordance with paragraph 4 below.

2. Performance Conditions. The Restricted Stock Units are subject to the following performance

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

conditions:

(a) Performance Period. Subject to the provisions of paragraph (b), the Performance Period shall be the calendar year period 2008.

(b) Relative Performance. The number of shares of Common Stock which Participant will be entitled to receive from the Company upon conversion pursuant to this Agreement following the completion of the Performance Period is directly related to the actual level of performance achieved during such period, defined as Threshold, Target or Maximum.

(c) Performance Criteria. The Committee shall employ such criteria for evaluating the performance of the Participant, the Company, or a division or operation of the Company, over the Performance Period as the Committee shall in its discretion deem appropriate in determining whether and to what extent the Threshold, Target or Maximum Award shall be deemed achieved (the “Performance Criteria”). These criteria are communicated to Participant in a Performance Chart in Appendix A, accompanying and made a part of this Agreement.

(d) Determination of Final Awards. Within ninety (90) days following the completion of the Performance Period, the Committee shall assess the relative achievement of the Performance Criteria and determine the percentage (not to exceed 200%), if any, of the Target Award to be awarded to Participant (the number of full shares of Common Stock resulting from the application of such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear no liability for any delay in such assessment. The Committee shall have no discretion to increase the Final Award to be determined solely on the basis of the extent to which Performance Criteria were achieved. Upon the determination of the Final Award, the Committee shall request the Company to notify Participant of the number of shares of Common Stock to be issued (the “Notification Date”), provided that the Committee and the Company shall bear no liability for any delay in such notification.

3. Dividend Equivalent Rights. The Company shall maintain a bookkeeping account for Participant (the “Distribution Equivalent Account”) for the purpose of crediting additional shares of Common Stock attributable to the reinvestment of dividends on the Common Stock into which the Restricted Stock Units subject to this Agreement may be converted, as if such dividends had been reinvested in such Common Stock on date of such dividend payment. On the date of payment of a cash dividend, stock dividend, and other distributions made generally to the holders of shares of Common Stock, from the first day through the last day of the Performance Period, the Company shall credit to Participant’s Distribution Equivalent Account an amount equal to (a) x (b), where (a) equals the Target Award, and (b) equals the dollar amount of such distribution.

The Final Award shall include the number of shares of Common Stock in the Distribution Equivalent Account prorated to the extent to which Performance Criteria were achieved, as determined by the Committee in paragraph 2(d) above.

The shares of Common Stock credited to Participant’s Distribution Equivalent Account shall also be subject to the same forfeiture restrictions and restrictions on transferability as apply to the shares of Common Stock into which the Restricted Stock Units subject to this Agreement may be converted.

4. Delivery of Common Stock. Subject to the terms of the Plan upon the determination of the Final Award in paragraph 2(d) above, following the Notification Date, the Company shall

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

distribute to Participant the number of shares of Common Stock comprising the Final Award, but in no event shall such payment occur after the end of the calendar year following the calendar year in which the Performance Period ends. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, Participant agrees to execute any documents reasonably requested by the Company.

5. Non-Transferability. The Restricted Stock Units created by this Agreement are not transferable by Participant other than by will or the laws of descent and distribution. Any attempt to transfer contrary to the provisions hereof shall be null and void.

6. Termination of Employment.

(a) Forfeiture of All Rights. If Participant’s employment with the Company terminates for any reason other than death, Disability or Retirement prior to the Notification Date, the Restricted Stock Units subject to this Agreement shall immediately be cancelled and this Agreement shall become null and void and Participant and Participant’s beneficiary shall forfeit all rights or interests in and with respect to the Restricted Stock Units or the Common Shares referred to in this Agreement. The Board or the Committee, in its sole discretion, may determine, not later than ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Stock Units shall not be so cancelled and forfeited after a termination of employment occurs, but shall bear no liability for any delay in such determination. In the event the Restricted Stock Units are not forfeited, the Company shall distribute to Participant in the calendar year following the termination of employment the number of shares of Common Stock comprising the Final Award, calculated in accordance with Section 6(b), below.

(b) Forfeiture of Pro-Rated Rights. If the Participant’s employment with the Company terminates due to the Participant’s death, Disability, Retirement or termination under Section 6(a) above, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive a pro-rata portion of the unforfeited portion of the Final Award, issued to the Participant in the calendar year following the end of the calendar year in which such termination occurs. The pro-rata number of shares of Common Stock to be delivered to Participant will be calculated as (a) x (b)/(c), where (a) equals the number of shares that would have comprised the Final Award had the last day of the final year of Participant’s employment been the last day of the Performance Period, (b) equals the number of days from January 1, 2008 to Participant’s last date of common law employment with the Company prior to such Disability, Retirement, death or other termination of employment, and (c) equals 365 (three hundred sixty-five).

(c) Additional Forfeiture Provisions. The Restricted Stock Units subject to this Agreement are subject to the additional forfeiture conditions imposed under Section 10 of the Plan in the event that the Employee incurs a Forfeiture Event.

(d) Immediate Vesting of All Rights. In the event of a Change in Control of the Company, the Participants will be entitled to receive all vested and non-vested portions of the Final Award immediately. The number of shares of Common Stock to be delivered to the Participant will be equal to the number of shares that would have comprised the Final Award had the last day of the final year of the Participant’s employment been the last day of the Performance Period and the Target level of achievement was attained.

(e) Definitions. For purposes of this Agreement, “Disability” means any condition that results in the Participant: (1) being 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

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

can be expected to last for a continuous period of not less than 12 months; (2) 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (3) being determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

For purposes of this Agreement, “Change in Control” shall have the same definition as contained in the Company’s 1999 Incentive Compensation Plan, as amended and restated effective as of December 31, 2008, in accordance with Section 409A of the Code.

For purposes of this Agreement, “Retirement” shall mean the Participant’s separation from service on a date which is after both (i) the Participant’s 55^th birthday, and (ii) the completion of five (5) years of service with the Company.

7. Designation of Beneficiary. Participant may file with the Company a written designation of a person or person as the beneficiary or beneficiaries hereunder (the “Beneficiary”) and may from time to time revoke or change any such designation. Any designation of Beneficiary shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee shall be in doubt as to the entitlement of any such Beneficiary to any rights hereunder, the Committee may determine to recognize only the legal representative of Participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

8. Withholding of Income and Other Taxes. Participant hereby agrees to be wholly and solely liable for the payment of any withholding taxes, FICA/Medicare contributions, or payroll or similar taxes under any federal, state or local statute, ordinance, rule or regulation (collectively, “Withholding Taxes”) applicable to compensation payable under this Agreement. As a condition precedent to the issuance and delivery of certificates for shares of Common Stock hereunder, appropriate arrangements to the satisfaction of the Company shall be made with respect to any Withholding Taxes. The Company may, at its sole discretion, deduct the Withholding Taxes from Participant’s other payments of compensation during or following the pay period on which any such applicable tax liability arises. The Committee may, in its sole discretion, permit Participant, subject to such conditions as the Committee may require, to elect to have the Company withhold the issuance and delivery of that number of shares having a value nearest to, but not exceeding, the minimum amount of income and employment taxes required to be withheld under applicable local laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities.

9. Adjustments in the Event of Change in Common Stock. In the event of any change in the Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or rights offering to purchase shares of Common Stock at a price substantially below fair market value, or of any similar change affecting the Common Stock, the number and kind of shares of Common Stock to which this Agreement relates shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the value of the rights granted to Participant hereunder. Any adjustment so made shall be final and binding upon Participant, any Beneficiary, or any other party enforcing the rights of Participant.

10. Legal Compliance. The Company may postpone the time of issuance or delivery of certificates of its Common Stock or payment of other benefits under this Restricted Stock Unit if

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

the Company reasonably anticipates that the delivery of such Common 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 Common Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, provided however that delivery of certificates of Common Stock or payment of other benefits shall be made at the earliest date at which the Company reasonably anticipates that such delivery of Common Stock or payment of other benefits will not cause a violation of the applicable laws, rules and regulations.

If Participant fails to accept delivery of the shares of Common Stock upon tender of delivery thereof, his or her right with respect to such undelivered shares of Common Stock may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

11. Miscellaneous Provisions.

(a) Effect on Other Employee Benefit Plans. The value of the Restricted Stock Units granted pursuant to this Agreement and the value of shares of Common Stock issued and delivered hereunder will not be included as compensation, earnings, salary or other similar terms used when calculating Participant’s benefits under any employee benefit plan sponsored by the Company (or any Subsidiary), except as such plan may otherwise expressly provide.

(b) No Employment Rights. The award of Restricted Stock Units granted pursuant to this Agreement does not give Participant any right to remain employed by the Company (or any subsidiary).

(c) Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. This Agreement may only be modified or amended by a writing signed by both the Company and Participant.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

(e) Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

          If such notice is to the Company, to the attention of the Corporate Secretary of Bowne & Co., Inc., 55 Water Street, New York, NY 10041, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

          If such notice is to Participant, at his or her address as shown on the Company’s records, or at such other address as Participant, by notice to the Company, shall designate in writing from time to time.

(f) Compliance with Laws. The issuance of the shares of Common Stock pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, or the Securities Exchange Act of 1934, and any rules and regulations

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of shares of Common Stock pursuant to this Agreement if such issuance would violate any such requirements.

(g) Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not assign any part of this Agreement without the prior express written consent of the Company in its discretion.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(i) Headings. The titles and headings of the various paragraphs of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

(j) Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated there under.

(k) Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

IN WITNESS WHEREOF, BOWNE & CO., INC. has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Participant has accepted the terms of this Agreement, both as of the date of grant.

BOWNE & CO., INC.
By:
David J. Shea
Participant:
Name:	«First» «Last»
Signature:

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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

Appendix A. Performance Chart

• For the 2008 Performance Period, performance for Plan purposes shall be evaluated with respect to the financial performance of Bowne & Co. for that 1-year period of time, as measured by the Company’s Return on Invested Capital (“ROIC”).

• ROIC for the applicable 1-year period of time shall be calculated by the Company’s Chief Financial Officer and approved by the Audit Committee of the Board of Directors. ROIC above 16.0% will be reduced to 16.0%. The percent of RSUs to be issued to Participant as a Final Award will then be determined from the table below. ROIC below 11.0% will result in no payout to Participant.

• If the calculated ROIC is other than 11.0%, 13.5%, or 16.0%, the percent of RSU to be issued to Participant as a Final Award will be interpolated on a straight-line basis.

	Applicable Percent Return on	Percent of RSUs to be Issued
Level of Performance	Invested Capital	as Final Award
Threshold	11.0%	50% of RSUs
Target	13.5%	100% of RSUs
Maximum	16.0%	200% of RSUs

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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

6

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

7

	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.

8

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

9

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

10

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.

11

EX-10.19

Exhibit 10.19

Bowne & Co., Inc.

55 Water Street

New York, NY 10041

212/658-5803

Email: susan.cummiskey@bowne.com

Fax: 212/658-5814

Susan W. Cummiskey

Senior Vice President, Human Resources

December 18, 2008

Mr. Carl J. Crosetto
824 Stonewall Court
Franklin Lakes, NJ 07417

Re: Consulting Agreement

Dear Carl:

This letter agreement is in confirmation of your consulting agreement with Bowne & Co., Inc. (together with its subsidiaries and affiliates “Bowne”). If the terms meet your approval please sign and return a copy of this letter agreement to me.

1.	Term: January 1, 2009 to December 31, 2010 (the “Consulting Term”).
2.	Compensation:

a.	$ 255,000 annual consulting fee in lieu of Board of Director retainers and fees and for services rendered. The fees are payable monthly upon invoice. We anticipate that you will provide 1 to 2 days of services per week during the Consulting Term.
b.	Reimbursement of reasonable business related expenses.
c.	You will be indemnified in connection with your duties under this Agreement and for your participation as a member of Bowne’s Board of Directors to the same extent as Bowne’s executives and other board members.
d.	You will be an independent contractor, and thus will not be entitled to continued active participation in Bowne’s employee benefit plans.

3. Duties:

Carl J. Crosetto
Page 2 of 3

a.	Continue as a member of the Board of Directors of Bowne.
b.	Assist in securing of new customers and the retention of existing customers by continuing relationships with key individuals.
c.	Provide coaching and mentoring to members of Bowne’s senior management team.
d.	Participate in cross selling of Bowne’s new services.
e.	Assist in the analysis of potential acquisitions or divestitures and the integration of organizations after an acquisition.
f.	Any other projects that are mutually agreed upon between you and David Shea.

4.	Reports: You will provide periodic status reports to David Shea.
5.	Confidential Information: You agree that you will not at any time, whether during or after the Consulting Term, disclose to any person or entity any Bowne confidential information or trade secrets without the prior written authorization of Bowne.
6.	Non-Compete and Non Solicitation of Employees:

a. You agree that during the Consulting Term and for a period of twelve months thereafter, you will not, directly or indirectly:

i.	disclose to any person information which, whether or not Bowne confidential information, would be beneficial to a competitor of Bowne;
ii.	make or hold investments in the aggregate of more than one percent (1%) of the capital of a competing business either in the form of a stock purchase, contribution to capital, loan or any other form, or any combination of the foregoing;
iii.	render or give advice or assistance to a competing business whether as an employee or consultant or otherwise;
iv.	become an officer or director of a corporation or member of a partnership or trustee of a trust which conducts, by itself or through one or more subsidiaries, a competing business or become an employee of such corporation, partnership, trust, or business;
v.	on behalf of any other person or entity contact or solicit any former or current client of Bowne for which you were directly or indirectly responsible with the purpose of providing or offering to provide any services which compete with services provided by Bowne;
vi.	on behalf of any other person or entity, solicit or encourage any current employee to leave the employment of Bowne or hire a former employee within six (6) months of their having left Bowne’s employment.

Clauses (ii) and (iv) of the foregoing non-competition provisions shall only apply to lines of business in which Bowne is engaged as of the date hereof, and shall not apply to new lines of business engaged in by Bowne subsequent to the date hereof.

Carl J, Crosetto
Page 3 of 3

b. You acknowledge and agree that Bowne’s remedies for a breach or threatened breach of any of the provisions of Section 5 or Section 6 of this agreement would be inadequate and Bowne would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, Bowne, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance.

You have been an integral part of Bowne for more than 30 years. We appreciate your willingness to consult and share your expertise.

Sincerely,

/s/ Susan W. Cummiskey

Susan W. Cummiskey
Senior Vice President, Human Resources

Agreed and Accepted:

/s/ Carl J. Crosetto

Carl J. Crosetto

EX-10.20

Exhibit 10.20

LONG-TERM INCENTIVE AWARD AGREEMENT

pursuant to the

BOWNE & CO., INC.
AMENDED AND
RESTATED 1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND
RESTATED EFFECTIVE AS OF DECEMBER 31, 2008

* * * * * * *

Participant:	NAME
Date of Grant:	January 1, 2009
Incentive Award:	[$     ]

This Long-Term Incentive Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between Bowne & Co., Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth above (“Participant”), whose address is in care of Bowne & Co., Inc., pursuant to the Company’s 1999 Incentive Compensation Plan as Amended and Restated December 31, 2008 (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). Participant hereby acknowledges receipt of a true copy of the Plan, which Participant has read the Plan carefully and fully understands its content, and hereby agrees to be bound by all the terms and provisions thereof. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1. Grant of Award. The Company hereby grants to the Participant, as of the Date of Grant specified above, the opportunity to receive an incentive cash payment as specified above (the “Target Award”). Subject to the terms and conditions herein set forth, this Incentive Award represents a contingent commitment by the Company to make a cash payment at a future date in recognition of Participant’s continued service to the Company.

2. Performance Conditions. The Incentive Award is subject to the following performance conditions:

(a) Performance Period. Subject to the provisions of paragraph (b), the Performance Period shall be the period(s) specified on Appendix A, accompanying and made a part of this Agreement.

(b) Relative Performance. The payment which Participant would be entitled to receive from the Company following the completion of the Performance Period is directly related to the actual level of performance achieved during such period, defined as Threshold, Target or Maximum.

(c) Performance Criteria. The Committee shall employ such criteria for evaluating the performance of the Participant, the Company, or a division or operation of the Company, over the Performance Period(s) as the Committee shall in its discretion deem appropriate in

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LONG-TERM INCENTIVE AWARD AGREEMENT

determining whether and to what extent the Threshold, Target or Maximum Award shall be deemed achieved (the “Performance Criteria”). These criteria are communicated to Participant in a Performance Chart in Appendix A.

(d) Determination of Final Awards. Within sixty (60) days following the completion of the Performance Period(s), the Committee shall assess the relative achievement of the Performance Criteria and determine the percentage (not to exceed 200%), if any, of the Target Award to be awarded to Participant (the amount of the payment to be made resulting from the application of such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear no liability for any delay in such assessment. The Committee shall have no discretion to increase the Final Award to be determined solely on the basis of the extent to which Performance Criteria were achieved. Upon the determination of the Final Award, the Committee shall request the Company to notify Participant of the amount of the Final Award (the date on which such notification is given being the “Notification Date”), provided that the Committee and the Company shall bear no liability for any delay in such notification.

3. Delivery of Incentive Award. Subject to the terms of the Plan, upon the determination of the Final Award in paragraph 2(d) above, but no later than two and one-half months following the end of the Performance Period, the Company shall pay to Participant the Final Award provided that the Committee and the Company shall bear no liability for any delay in such payment.

4. Non-Transferability. The Incentive Award created by this Agreement is not transferable by Participant other than by will or the laws of descent and distribution. Any attempt to transfer contrary to the provisions hereof shall be null and void.

5. Termination of Employment.

(a) Forfeiture of All Rights. If Participant’s employment with the Company terminates for any reason other than Disability, Involuntary Dismissal, Retirement or death prior to the Notification Date, the Incentive Award subject to this Agreement shall immediately be cancelled and this Agreement shall become null and void and Participant (and Participant’s beneficiary) shall forfeit all rights or interests in and with respect to the Incentive Award. The Board or the Committee, in its sole discretion, may determine, not later than sixty (60) days after the date of any such termination, that all or a portion of any of the Participant’s unvested Incentive Award shall not be so cancelled and forfeited, but shall be paid no later than two and one-half months following the end of the year in which the termination occurs. The pro-rata portion of the Incentive Award to be paid will be calculated as (a) x (b)/(c), where (a) equals the amount that would have comprised the Final Award had the last day of the final year of Participant’s employment been the last day of the Performance Period, (b) equals the number of days from the first day of the Performance Period to Participant’s last date of common law employment with the Company, and (c) equals the number of days in the Performance Period(s). The Board and the Committee shall bear no liability for any delay in such determination or payment.

(b) Forfeiture of Pro-Rated Rights. If the Participant’s employment with the Company terminates due to the Participant’s Disability, Involuntary Dismissal, Retirement or death, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive a pro-rata portion of the Final Award, issued to the Participant no later than two and one-half months following the end of the calendar year in which such termination occurs. The pro-rata portion of the Incentive Award to be paid will be calculated as (a) x (b)/(c), where (a) equals the amount that would have comprised the Final Award had the last day of the final year of Participant’s employment been the last day of the Performance Period, (b) equals the number of days from the first day of the

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LONG-TERM INCENTIVE AWARD AGREEMENT

Performance Period to Participant’s last date of common law employment with the Company prior to such Disability, Involuntary Dismissal, Retirement or death, and (c) equals the number of days in the Performance Period(s).

(c) Additional Forfeiture Provisions. The Incentive Award subject to this Agreement is subject to the additional forfeiture conditions imposed under Section 10 of the Plan in the event that the Employee incurs a Forfeiture Event.

(d) Definitions. For purposes of this Agreement, “Disability” means any condition that results in the Participant: (1) being 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) 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (3) being determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

For purposes of this Agreement, “Involuntary Dismissal” shall mean the termination of Participant’s employment with the Company (or any Subsidiary) through and directly attributable to an action taken by the Board, the Committee, or the Company, other than dismissal for Cause. For purposes of this Agreement, “Cause” shall have the same meaning set forth in any employment agreement between the Company (or any Subsidiary) and Participant; in the absence of such an agreement, “Cause” shall mean the commission by the Participant of any of the Events Triggering Forfeiture as identified in Section 10(b) of the Plan.

For purposes of this Agreement, “Retirement” shall mean the Participant’s separation from service (other than for Cause) on a date which is after both (i) the Participant’s 55^th birthday and (ii) the fifth anniversary of his most recent date of hire with the Company.

6. Designation of Beneficiary. Participant may file with the Company a written designation of a person or person as the beneficiary or beneficiaries hereunder (the “Beneficiary”) and may from time to time revoke or change any such designation. Any designation of Beneficiary shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee shall be in doubt as to the entitlement of any such Beneficiary to any rights hereunder, the Committee may determine to recognize only the legal representative of Participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

7. Withholding of Income and Other Taxes. Participant hereby agrees to be wholly and solely liable for the payment of any withholding taxes, FICA/Medicare contributions, or payroll or similar taxes under any federal, state or local statute, ordinance, rule or regulation (collectively, “Withholding Taxes”) applicable to compensation payable under this Agreement. As a condition precedent to any payment hereunder, appropriate arrangements to the satisfaction of the Company shall be made with respect to any Withholding Taxes. The Company may, at its sole discretion, deduct the Withholding Taxes from Participant’s other payments of compensation during or following the pay period on which any such applicable tax liability arises and shall bear no liability for any such deduction.

8. Legal Compliance. The Company may postpone the time of payment under this Incentive Award if the Company reasonably anticipates that such payment would violate any federal or state law, rule or regulation and may require any Participant to make such representations,

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LONG-TERM INCENTIVE AWARD AGREEMENT

furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with any payment under this Incentive Award in compliance with applicable laws, rules, and regulations, provided however that payment shall be made at the earliest date at which the Company reasonably anticipates that such payment will not cause a violation of the applicable laws, rules and regulations.

If Participant fails to accept payment his or her right with respect to such payment may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

9. Miscellaneous Provisions.

(a) Effect on Other Employee Benefit Plans. The value of the Incentive Award granted pursuant to this Agreement and any payment made hereunder will not be included as compensation, earnings, salary or other similar terms used when calculating Participant’s benefits under any employee benefit plan sponsored by the Company (or any Subsidiary), except as such plan may otherwise expressly provide.

(b) No Employment Rights. The Incentive Award granted pursuant to this Agreement does not give Participant any right to remain employed by the Company (or any subsidiary).

(c) Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. This Agreement may only be modified or amended by a writing signed by both the Company and Participant.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

(e) Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

If such notice is to the Company, to the attention of the Corporate Secretary of Bowne & Co., Inc., 55 Water Street, New York, NY 10041, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

If such notice is to Participant, at his or her address as shown on the Company’s records, or at such other address as Participant, by notice to the Company, shall designate in writing from time to time.

(f) Compliance with Laws. Payment pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, or the Securities Exchange Act of 1934, and any rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to make any payment if such issuance would violate any such requirements.

(g) Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not assign any part of this Agreement without the prior express written consent of the Company

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LONG-TERM INCENTIVE AWARD AGREEMENT

in its discretion.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(i) Headings. The titles and headings of the various paragraphs of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

(j) Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated there under.

(k) Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, BOWNE & CO., INC. has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Participant has accepted the terms of this Agreement, both as of the date of grant.

BOWNE & CO., INC.

By:

David J. Shea

Participant:

Name:

Signature:

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LONG-TERM INCENTIVE AWARD AGREEMENT

Appendix A. Performance Chart- to be finalized March 25

- 6 -

EX-21

Exhibit 21

SUBSIDIARIES OF THE COMPANY

Listed below are the significant subsidiaries of the Company and their jurisdictions of organization. All are wholly-owned. Other subsidiaries have been omitted because, considered in the aggregate, they would not constitute a significant subsidiary.

Name of Subsidiary	Organization
Bowne & Co., Inc.	Delaware
Bowne Business Communications, Inc.	New York
Bowne Enterprise Solutions, LLC	New York
Bowne International de Mexico, S.A. de C.V.	Mexico
Bowne International, LLC	Delaware
Bowne International, Ltd.	United Kingdom
Bowne International, SAS	France
Bowne Japan & Co, Inc.	Japan
Bowne MBC, LLC	Delaware
Bowne of Atlanta, Inc.	Georgia
Bowne of Boston, Inc.	Massachusetts
Bowne of Canada, Ltd.	Ontario, Canada
Bowne of Chicago, Inc.	Delaware
Bowne of Cleveland, Inc.	Ohio
Bowne of Dallas Limited Partnership	Delaware
Bowne of Europe, B.V.	Netherlands
Bowne of Los Angeles, Inc.	California
Bowne of New York City, LLC	New York
Bowne of Phoenix, Inc.	Arizona
Bowne of South Bend, Inc.	Delaware
Bowne Solutions, LLC	Delaware
Bowne Technology Enterprise, LLC	New York

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Bowne & Co., Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 333-102046, 333-64836, 333-79409, 333-81639, 2-96887, 33-48831, 33-35810 and 333-57045) on Forms S-8 and in the registration statement (No. 333-109810) on Form S-3 of Bowne & Co., Inc. and subsidiaries of our reports dated March 16, 2009, with respect to the consolidated balance sheets of Bowne & Co., Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Bowne & Co., Inc. and subsidiaries.

As discussed in our report dated March 16, 2009, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” as of January 1, 2007, and Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” as of January 1, 2008.

/s/  KPMG LLP

New York, New York

March 16, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

Bowne & Co., Inc. and each person whose signature appears below hereby authorize both David J. Shea and Scott L. Spitzer, each with full power to act alone, to file in either paper or electronic form an annual report on Form 10-K and any and all amendments thereto, under the Securities Exchange Act of 1934 as amended, for the fiscal year ended December 31, 2008, which report and amendments shall contain such information and exhibits as the said David J. Shea or Scott L. Spitzer deems appropriate. Bowne & Co., Inc. and each such person signing below hereby further appoint both David J. Shea and Scott L. Spitzer as attorneys-in-fact, each with full power to act alone, to execute such report and any and all amendments thereto in the name and on behalf of Bowne & Co., Inc. as well as in the name and on behalf of each such person, individually and in each capacity stated below, thereby granting to said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing whatsoever that any of them may deem necessary or advisable in order to carry out fully the intent of the foregoing as the undersigned might or could do personally or in their capacities aforesaid.

Bowne & Co., Inc.

By:  /s/  David J. Shea

David J. Shea

Chairman of the Board and

Chief Executive Officer

Dated: March 16, 2009

Signature	Title	Date
/s/  David J. Shea (David J. Shea)	Chairman of the Board and Chief Executive Officer	March 16, 2009
/s/  John J. Walker (John J. Walker)	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	March 16, 2009
/s/  Richard Bambach, Jr. (Richard Bambach, Jr.)	Vice President and Corporate Controller (Principal Accounting Officer)	March 16, 2009
/s/  Carl J. Crosetto (Carl J. Crosetto)	Director	March 16, 2009
/s/  Douglas B. Fox (Douglas B. Fox)	Director	March 16, 2009
/s/  Marcia J. Hooper (Marcia J. Hooper)	Director	March 16, 2009
/s/  Philip E. Kucera (Philip E. Kucera)	Director	March 16, 2009

Signature	Title	Date
/s/  Stephen V. Murphy (Stephen V. Murphy)	Director	March 16, 2009
/s/  Gloria M. Portela (Gloria M. Portela)	Director	March 16, 2009
/s/  H. Marshall Schwarz (H. Marshall Schwarz)	Director	March 16, 2009
/s/  Lisa A. Stanley (Lisa A. Stanley)	Director	March 16, 2009
/s/  Vincent Tese (Vincent Tese)	Director	March 16, 2009
/s/  Richard R. West (Richard R. West)	Director	March 16, 2009
/s/  David J. Shea (David J. Shea)	ATTORNEY IN FACT	March 16, 2009

EX-31.1

Exhibit 31.1

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, David J. Shea, certify that:

1. I have reviewed this annual report on Form 10-K of Bowne & Co., Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  David J. Shea

David J. Shea

Chairman of the Board and Chief Executive Officer

Date: March 16, 2009

EX-31.2

Exhibit 31.2

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, John J. Walker, certify that:

1. I have reviewed this annual report on Form 10-K of Bowne & Co., Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  John J. Walker

John J. Walker

Senior Vice President and Chief Financial Officer

Date: March 16, 2009

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Bowne & Co., Inc. (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Shea, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  David J. Shea

David J. Shea

Chairman of the Board and Chief Executive Officer

March 16, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Bowne & Co., Inc. (the “Company”) on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Walker, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  John J. Walker

John J. Walker

Senior Vice President and Chief Financial Officer

March 16, 2009