R.R. Donnelley

A Shareholder Resolution Concerning Pay Equity

WHEREAS, paying men and women equitably is the law of the land in the United States, Canada and most of Europe. Despite legislation such as the U.S. Pay Equity Act of 1963, large disparities remain between the pay of working women and men. According to the U.S. Census Bureau, in 1998, women earned just 73 cents on the dollar compared to their male colleagues. This means that a woman must work 16 months to earn what the average man earns in just 12 months;

WHEREAS, in April 1998, Vice President Gore announced new federal initiatives to strengthen enforcement of the Pay Equity Act. These efforts have focused greater attention on discriminatory corporate practices, leading to the risk of large financial settlements and to adverse publicity that damages corporate reputations;

WHEREAS, our company has already been subject to stringent enforcement of the Pay Equity Act. On September 30, 1998 R.R. Donnelley settled an action brought by the U.S. Department of Labor addressing disparities in the pay of women and minority professionals. As a part of this settlement, R.R. Donnelley paid more than $250,000 in back wages to 29 women and minority employees;

WHEREAS, the preceding workplace discrimination case is not an isolated incident. In 1993, our company settled a class action race discrimination suit involving African-American employees. In November 1996, an additional $500 million federal class-action suit was filed on behalf of African-American employees alleging race discrimination;

WHEREAS, Federal Reserve Chairman Alan Greenspan stated in a speech to corporate leaders: "Discrimination is patently immoral, but it is now increasingly being seen as unprofitable." R.R. Donnelley's shareholders have already borne the cost of discriminatory behavior, through the direct costs associated with settling charges of discrimination and through less easily quantified costs associated with adverse publicity;

WHEREAS, the U.S. Department of Labor has encouraged American businesses to conduct voluntary pay equity audits to assure compliance with federal fair pay laws.

WHEREAS, at last year's annual meeting, 16.6% of R.R. Donnelley's shareholders supported a shareholder resolution calling upon the company to conduct a voluntary pay equity audit and report the findings to shareholders;

RESOLVED, shareholders request the Board of Directors implement the U.S. Department of Labor's voluntary pay equity audit. The company shall prepare a report summarizing the findings of this audit, including recommendations for addressing pay inequities should they exist. This report, prepared at reasonable cost and omitting proprietary information, should be made available to shareholders no later than September 30, 2000.

SUPPORTING STATEMENT

Leading American companies are conducting voluntary pay equity audits to protect employees from pay discrimination and shareholders from unnecessary liabilities. It is time for R.R. Donnelley to join these leadership firms and ensure that all employees be paid fairly without regard to race or gender.

PLEASE VOTE YES!

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