Ameneded and Restated Unfunded Supplemental Benefit Plan



  
 Exhibit 10.11

 RR DONNELLEY 
 UNFUNDED SUPPLEMENTAL 
 PENSION PLAN 

(amended and restated effective January 1, 2009) 







  
 Table of Contents

  

					
	 	  	Page	 
		
	 Section 1 DEFINITIONS
	  	 	1	  
		
	 Section 2 SUPPLEMENTAL BENEFIT
	  	 	5	  
		
	 Section 3 TIME OF PAYMENT
	  	 	5	  
		
	 (a)     In General
	  	 	5	  
	 (b)     Designated Age Elections
	  	 	5	  
		
	 Section 4 FORM OF PAYMENT
	  	 	6	  
		
	 (a)     In General
	  	 	6	  
	 (b)     Optional Forms of Payment
	  	 	6	  
		
	 Section 5 ADDITIONAL PAYMENT PROVISIONS
	  	 	7	  
		
	 (a)     Commenced Benefits and Existing Elections
	  	 	7	  
	 (b)     Small Amount Cash-outs
	  	 	7	  
	 (c)     Change in Control
	  	 	7	  
	 (d)     Tax Matters
	  	 	7	  
	 (e)     6-Month Delay Following Separation From Service
	  	 	8	  
	 (f)     Age 65 Distributions for Certain Members
	  	 	8	  
		
	 Section 6 PRE-RETIREMENT SURVIVOR BENEFITS
	  	 	8	  
		
	 (a)     In General
	  	 	8	  
	 (b)     Predecessor Plans
	  	 	9	  
	 (c)     Additional Benefits
	  	 	9	  
	 (d)     Small Amount Cash-out
	  	 	9	  
	 (e)     Reductions for Prior Distributions
	  	 	9	  
		
	 Section 7 AMENDMENT AND TERMINATION
	  	 	9	  
		
	 Section 8 APPLICATION OF ERISA
	  	 	9	  
		
	 Section 9 ADMINISTRATION
	  	 	10	  
		
	 Section 10 COMPANY ACTION
	  	 	10	  
		
	 Section 11 NONASSIGNMENT OF BENEFITS
	  	 	10	  
		
	 Section 12 NON-DUPLICATION OF BENEFITS
	  	 	10	  


  
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	 Section 13 NO GUARANTY OF EMPLOYMENT
	  	 	11	  
		
	 Section 14 TRUST
	  	 	11	  
		
	 (a)     Funding
	  	 	11	  
	 (b)     Taxation and Gross-ups
	  	 	11	  
		
	 Section 15 MISCELLANEOUS
	  	 	11	  
		
	 (a)     Applicable Law
	  	 	11	  
	 (b)     Expenses
	  	 	11	  
	 (c)     Successors and Assigns
	  	 	11	  
		
	 Section 16 CLAIMS AND APPEALS PROCEDURES
	  	 	12	  
		
	 (a)     Authority to Submit Claims
	  	 	13	  
	 (b)     Procedure for Filing a Claim
	  	 	13	  
	 (c)     Initial Claim Review
	  	 	13	  
	 (d)     Benefit Determination on Claim
	  	 	13	  
	 (e)     Manner and Content of Notification of Adverse Benefit Determination on a Claim
	  	 	13	  
	 (f)     Authority to Submit an Appeal
	  	 	14	  
	 (g)     Procedure for Filing for a Request for Review of an Adverse Benefit Determination
	  	 	14	  
	 (h)     Review Procedures for Appeals
	  	 	14	  
	 (i)     Timing and Notification of Benefit Determination on Review
	  	 	15	  
	 (j)     Manner and Content of Notification of Adverse Benefit Determination on Appeal
	  	 	15	  
	 (k)    Collectively Bargained Benefits
	  	 	15	  
	 (l)     Limitation on Actions
	  	 	16	  
	 (m)   Failure to Exhaust Administrative Remedies
	  	 	16	  
		
	 Section 17 DELIVERY AND RECEIPT
	  	 	16	  
		
	 EXHIBIT A QUALIFIED PLANS
	  			
	 EXHIBIT B ADDITIONAL BENEFITS
	  			
	 EXHIBIT C PREDECESSOR PLANS
	  			


  
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 INTRODUCTION

 This retirement plan constitutes (a) an amendment and restatement of the RR Donnelley Unfunded Supplemental Pension
Plan (formerly known as the R.R. Donnelley & Sons Company Unfunded Supplemental Benefit Plan) (the “Plan”), and (b) a merger of the Predecessor Plans (each of which was sponsored by an Affiliate), with and into the Plan, both
effective January 1, 2009. The Plan primarily provides (i) benefits which, but for the Code Limitations, would have been payable under the Qualified Plans, and (ii) benefits pursuant to (A) the Predecessor Plans, and
(B) additional arrangements that provide for the payment of nonqualified deferred compensation generally in the form of an annuity, in each case for the benefit of a select group of management or highly compensated employees or former employees
within the meaning of ERISA. The Plan is intended to comply with the requirements of section 409A of the Code and the Treasury Regulations and other guidance thereunder. Between December 31, 2004 and the Effective Date, the Plan and the
Predecessor Plans were operated in accordance with a good faith, reasonable interpretation of section 409A of the Code and the Treasury Regulations and other guidance thereunder. Prior to the Effective Date, payments under the Plan and the
Predecessor Plans were generally “linked” to payments under Qualified Plans. The rights of Members whose benefits, immediately prior to January 1, 2009, have not commenced, and the rights of such Member’s Spouse or Beneficiary
shall be determined solely by reference to the terms hereof. 
 Section 1 

DEFINITIONS 
 As used herein the following words and phrases shall, when capitalized herein, have the following respective meanings: 
 (1) Actuarial Equivalent has the meaning assigned to such term in the Retirement Benefit Plan of R.R. Donnelley & Sons Company, as such definition is appropriately modified to make it
applicable to the Plan (e.g., by modifying cross-references and by ignoring provisions addressing terms not applicable to the Plan), as determined in the sole discretion of the Benefits Committee. 

(2) Additional Benefit. An individual’s benefit, if any, described on Exhibit B hereto. 

(3) Adverse Benefit Determination. A Benefit Determination that is a denial, reduction, or termination of, or a failure to provide
or make payment (in whole or in part) with respect to a Claim, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of an individual’s eligibility to participate in this Plan.

 (4) Affiliate. An entity (other than the Company) that is (i) a corporation which is a member of the same
controlled group of corporations (within the meaning of section 414(b) of the Code) as the Company, (ii) a trade or business (whether or not incorporated) under common control (within the meaning of section 414(c) of the Code) with the Company,
(iii) any organization (whether or not incorporated) which is a member of an affiliated service group (within the meaning of section 414(m) of the Code) which includes the Company, a corporation








  
 §1(4)

  
 
described in clause (i) of this paragraph or a trade or business described in clause (ii) of this paragraph, or (iv) any other entity which is required to be aggregated with the
Company pursuant to Regulations promulgated under section 414(o) of the Code. 
 (5) Appeal has the meaning assigned to
such term in Section 16(f). 
 (6) Beneficiary. An individual that is designated by a Member to receive a survivor
benefit, if any, under Section 4(b), and that is (i) not such Member’s Spouse and (ii) not more than 30 years younger than such Member. 
 (7) Benefit. A benefit provided by the Plan. 
 (8) Benefit Commencement
Date. The first day of the month that begins coincident with, or immediately following, a Member’s Payment Event. 

(9) Benefit Determination. The Benefits Committee’s decision with respect to a Claim or an Appeal. 

(10) Benefits Committee. The committee created and organized pursuant to the provisions of Section 9. 

(11) Change In Control. A change in ownership of the Company, a change in effective control of the Company, or a change in
ownership of a substantial portion of the assets of the Company as such terms are defined in Treasury Regulation §1.409A-3(i)(5)(v), (vi), and (vii), respectively; provided, however, that such a change in ownership of a
substantial portion of the assets of the Company shall constitute a “Change In Control” only if all or substantially all of the Company’s assets change ownership in connection therewith. 

(12) Claim. A request for a Benefit or eligibility for a Benefit Received prior to the time the Benefits Committee has Received an
Appeal with respect to the same matter, made by a Claimant in accordance with this Plan’s procedures for filing Claims, as described in Section 16(b). If the procedures described in Section 16(b) are not followed with respect to any
submission by an individual, such submission will be deemed not to constitute a Claim. 
 (13) Claimant has the meaning
assigned to such term in Section 16(a). 
 (14) Code. The Internal Revenue Code of 1986, as amended. If the Code is
succeeded or renumbered, then references to particular sections of the Code included herein shall be deemed to be references to the appropriate renumbered sections of the Code or its successor. 

(15) Code Limitations. The limitations set forth in sections 401(a)(17) and 415 of the Code. 

(16) Company. R. R. Donnelley & Sons Company, a Delaware corporation, and any corporation which is substituted for such
corporation as described in Section 14. 
 (17) Delivered has the meaning set forth in Section 17 and
Delivery means Delivery pursuant to, and subject to, Section 17. 
 (18) Designated Age. Age 55, or such
other age as may be elected by a Member pursuant to Section 3(b). 
 (19) Effective Date. January 1, 2009.


  
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 §1(20)

  
 (20) Employer. Any Affiliate which is or
becomes a participating employer under a Qualified Plan or which is otherwise designated by the Company as an Employer under the Plan. 
 (21) ERISA. The Employee Retirement Income Security Act of 1974, as amended. If ERISA is succeeded or renumbered, then references to particular sections of ERISA included herein shall be deemed to
be references to the appropriate renumbered sections of ERISA or its successor. 
 (22) Initial Payment Date. The later
to occur of (i) a Member’s Benefit Commencement Date, and (ii) the first day of the month that begins coincident with, or immediately following, the six-month anniversary of the date the Member incurs a Separation From Service.

 (23) Member. An individual who is entitled to a Supplemental Benefit. 

(24) Non-Early Retirement Eligible Member. A Member (a) whose employment terminated prior to the date he or she attained age
65, (b) who for at least two of the three calendar years immediately preceding his or her termination of employment was eligible to participate in the R.R. Donnelley & Sons Company Stock Purchase Plan for Selected Managers and Key
Staff Employees, or would have been eligible to participate in such plan except for a disqualifying sale of stock, and (c) who, at any time within the 36-month period which began on the date of his or her termination of employment, engaged
directly or indirectly in any phase of business in competition with the business of an “Employer” (as such term was defined in the January 1, 2002 Amendment and Restatement of the Retirement Benefit Plan of R.R. Donnelley &
Sons Company, or the applicable predecessor version of such plan) or directly provided services to any business which supplied materials, equipment or other products or chemicals to such an employer or to any business engaged in the graphics arts
industry in any part of the United States as a sole proprietor, partner, director, officer, employee, agent, consultant or advisor in any capacity whatsoever without the written consent of the Company. 

(25) Notice, Notification or Notify means the Delivery or furnishing of information in a manner that satisfies
applicable provisions of Section 17. 
 (26) Qualified Plan. A plan listed on Exhibit A hereto, effective as of the
date indicated on Exhibit A. 
 (27) Payment Event. The later to occur of (a) a Member incurring a Separation From
Service, (b) the Member attaining his or her Designated Age, and (c) with respect to a Member who incurred a Separation From Service prior to the Effective Date and whose benefits under a Qualified Plan did not commence prior to the
Effective Date, the Effective Date. 
 (28) Plan. The RR Donnelley Unfunded Supplemental Pension Plan as herein set
forth, as amended from time to time. 
 (29) Plan Year. The calendar year. 

(30) Predecessor Benefit. An individual’s benefit, if any, under a Predecessor Plan. 

  
 -3-









  
 §1(31)

  
 (31) Predecessor Plan. A plan or
arrangement listed on Exhibit C and any other plan or arrangement that is merged into the Plan. Exhibit C shall be updated from time to time by the Company to reflect any plan or arrangement that is merged into the Plan, but failure to so update
Exhibit C shall not affect the effectiveness of any such merger. Certain of the plan documents in effect immediately prior to the Effective Date for the plans or arrangements that are Predecessor Plans as of the Effective Date are attached to
Exhibit C as supplements thereto. 
 (32) Received has the meaning set forth in Section 17 and Receipt means
Receipt pursuant to, and subject to, Section 17. 
 (33) Restored Benefit. With respect to an individual whose
retirement benefit payable under a Qualified Plan (including benefits payable pursuant to a supplement thereto) is less than the retirement benefit that would be payable under such Qualified Plan without giving effect to the Code Limitations, an
amount equal to (A) minus (B) where: 
 (A) equals the retirement benefit that would be payable to the individual
under the Qualified Plan without giving effect to the Code Limitations; and 
 (B) equals the retirement benefit actually
payable to the individual under the Qualified Plan. 
 (34) Retirement Benefit Records. Records, files or other documents
maintained by an Employer or the Plan that designate, relate to the determination of, or otherwise indicate the benefit to which an individual is entitled under the Plan (including any Predecessor Plan) and any adjustments or enhancements thereto.

 (35) Separation From Service. An employee’s Separation From Service with the Employers, as described in Treasury
Regulation § 1.409A-1(h). 
 (36) Spouse. With respect to a Member, a person of the opposite sex who is the
Member’s husband or wife pursuant to a marriage that is recognized by Illinois law. 
 (37) Supplemental Benefit.
The sum of an individual’s Restored Benefit, Predecessor Benefit and Additional Benefit, as actuarially adjusted to reflect any advance of benefits paid pursuant to Section 5(d) and any amounts previously distributed to or on behalf of the
Member under the Plan or a Predecessor Plan. 
 (38) Treasurer. The most recently elected Treasurer of the Company or
such other officer of the Company which from time to time assumes the responsibilities with respect to the Plan which are, on the day immediately prior to the Effective Date, allocated to the Treasurer. In the event of the temporary absence of the
Company’s officer who would otherwise be the “Treasurer” under this paragraph, whether due to illness, disability, or otherwise, or upon the resignation or removal of such officer, the substitute or successor officer to the Treasurer
who performs substantially similar duties with respect to the Plan (whether assigned a different title by the Company or not), or, in the absence of such a substitute or successor, the person to whom such Treasurer would report, will be the
Treasurer. 
 (39) Vice President. The most recently elected Senior Vice President, Compensation and Benefits, of the
Company or such other officer of the Company which from 

  
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 §1(39)

  
 
time to time assumes the responsibilities with respect to the Plan which are, on the day immediately prior to the Effective Date, allocated to the Vice President, Benefits. In the event of the
temporary absence of the Company’s officer who would otherwise be the “Vice President” under this paragraph, whether due to illness, disability, or otherwise, or upon the resignation or removal of such officer, the substitute or
successor officer to the Vice President who performs substantially similar duties with respect to the Plan (whether assigned a different title by the Company or not), or, in the absence of such a substitute or successor, the person to whom such Vice
President would report, will be the Vice President. 
 Section 2 

SUPPLEMENTAL BENEFIT 
 A Member’s Supplemental Benefit shall be determined as of the Member’s Benefit Commencement Date and paid to or on behalf of such Member at the time designated in Section 3 and in the
manner designated in Section 4, both subject to Section 5. 
 Section 3 

TIME OF PAYMENT 
 (a) In General. Subject to Section 5, the payment of a Member’s Supplemental Benefit shall begin on the Member’s Initial Payment Date. 

(b) Designated Age Elections. 
 (i) Initial Elections. 
  

	 	(I)	Initial Eligibility Elections. An individual who first accrues (or who would, but for the application of an age, service or similar requirement, first accrue) a
benefit under the Plan, a Predecessor Plan or any other plan that is aggregated with the Plan for purposes of section 409A of the Code during 2008 or any Plan Year thereafter may, if permitted by, and subject to rules established by, the Company,
elect to have his or her Designated Age be any age between 56 and 65, inclusive; provided, however, that any such election shall not be given effect if made after the thirtieth day of the Plan Year immediately following the Plan Year
in which such Member first so accrued a benefit. 

  

	 	(II)	Transition Elections. During 2008 only, if permitted by, and subject to rules established by, the Company, a Member (or an individual who would, but for the
application of an age, service or similar requirement, be a Member) whose benefits had not previously commenced, may elect to have his or her Designated Age be any age between 56 and 65, inclusive; provided, however, that such election
shall not be given effect if (A) payments would have otherwise commenced during 2008, or (B) such election would have resulted in payments commencing during 2008. 


  
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 §3(b)(ii)

  
 (ii) Subsequent Deferral
Elections. If permitted by, and subject to rules established by, the Company, a Member may elect to have his or her Designated Age be any age that is both (i) at least five years after his or her then Designated Age (taking into account any
election made pursuant to Section 3(b)(i) and any other election made pursuant to this Section 3(b)(ii)), and (ii) between ages 60 and 65, inclusive; provided, however, that any election made less than twelve
months before the date the Member would attain his or her then Designated Age (taking into account any prior election) shall not be given effect and payment shall commence as though no such election had been made. 

Section 4 
 FORM OF PAYMENT 
 (a) In General. Subject to Sections 4(b)
and 5, a Member’s Supplemental Benefit shall be paid in the form of: 
 (i) with respect to a Member who
does not have a Spouse on the Member’s Benefit Commencement Date, a single life annuity; and 
 (ii) with
respect to a Member who has a Spouse on the Member’s Benefit Commencement Date, a joint and 50% survivor annuity (with any survivor’s benefit payable to the Member’s Spouse). 

(b) Optional Forms of Payment. 
 (i) Single Members. A Member who does not have a Spouse on the Member’s Benefit Commencement Date may, if permitted by, and subject to rules established by, the Company, elect to receive his
or her Supplemental Benefit in the form of (A) a joint and 50% survivor annuity (with any survivor’s benefit payable to the Member’s Beneficiary), or (B) a joint and 100% survivor annuity (with any survivor’s benefit payable
to the Member’s Beneficiary); provided that such options shall be the Actuarial Equivalent of the form of benefit the Member would have received pursuant to Section 4(a)(i) had no election been made. 

(ii) Married Members. 
  

	 	(I)	In General. Subject to Section 4(b)(ii)(II), a Member who has a Spouse on the Member’s Benefit Commencement Date may, if permitted by, and subject to
rules established by, the Company, elect to receive his or her Supplemental Benefit in the form of (A) a joint and 100% survivor annuity (with any survivor’s benefit payable to the Member’s Spouse), (B) a joint and 100% survivor
annuity (with any survivor’s benefit payable to the Member’s Beneficiary), (C) a joint and 50% survivor annuity (with any survivor’s benefit payable to the Member’s Beneficiary), or (D) a single life annuity;
provided that such options shall be the Actuarial Equivalent of the form of benefit the Member would have received pursuant to Section 4(a)(ii) had no election been made. 


  
 -6-









  

§4(b)(ii)(I) 
  

	 	(II)	Election Procedures. In the case of a Member who has a Spouse on his or her Benefit Commencement Date, no election under Section 4(b)(ii)(I) shall be
effective unless (1) the Member’s Spouse has consented to such election, to the satisfaction of the Company, or (2) it is established to the satisfaction of the Company that such consent cannot be obtained because the Member’s
Spouse cannot be located. 

 Section 5  

ADDITIONAL PAYMENT PROVISIONS 
 (a) Commenced Benefits and Existing Elections. If a Member’s benefits under the Plan or a Predecessor Plan commenced prior to the Effective Date, then the payment of such benefits shall
continue pursuant to the terms under which the payment of such benefits commenced. 
 (b) Small Amount Cash-outs.
Notwithstanding anything herein to the contrary, if at any time following a Member’s Separation From Service the Company determines that the aggregate single sum amount that is the Actuarial Equivalent of the Member’s Supplemental
Retirement Benefit would be equal to or less than the then applicable amount prescribed by section 402(g) of the Code, such benefit will be paid to the Member in a lump sum on the later of (i) the first day of the calendar month following the
six-month anniversary of the Member’s Separation From Service, and (ii) the first day of the calendar month following the date the Member’s benefit is determined to be equal to or less than such applicable amount. 

(c) Change In Control. Notwithstanding anything herein to the contrary, if a Member incurs a Separation From Service within
twenty-four (24) months following a Change In Control, then his or her Supplemental Benefit will be paid to such Member in a lump sum on the first day of the calendar month following the six-month anniversary of such Member’s Separation
From Service. If such Member is not alive on the date such benefit would have been paid to him or her, then such benefit shall be paid to his or her estate. 
 (d) Tax Matters. 
 (i) The Company or an Employer may, at
the discretion of the Company, withhold from any payment of benefits hereunder any taxes that may be due in respect of such payment in such amount as the Company or such Employer may reasonably estimate to be necessary to cover any taxes which the
Company or such Employer may be liable to withhold. 
 (ii) If a Member’s participation in the Plan results
in the imposition of any employment taxes, then the Company or the Member’s Employer may remit any required employment taxes, and related income tax withholding, to the taxing authority and the Member’s Supplemental Benefit may be
actuarially reduced to reflect such remittance. 

  
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 §5(d)(iii)

  
 (iii) If at any time the Plan,
with respect to a particular Member, is found to fail to meet the requirements of section 409A of the Code and the Treasury Regulations thereunder, the Company or an Employer may, at the discretion of the Company, distribute an amount equal to all
taxes required to be paid on the amount included in income, and the Member’s Supplemental Benefit may be actuarially reduced to reflect such distribution. 
 (iv) A Member shall have no discretion, and shall have no direct or indirect election, as to whether a payment will be accelerated pursuant to this Section 5(d). 

(e) 6-Month Delay Following Separation From Service. 

(i) Notwithstanding anything to the contrary in the other Sections of the Plan, in no event shall payment of a
Member’s Benefit be made before the six-month anniversary of the Member’s Separation From Service. 

(ii) If a Member’s Initial Payment Date is later than his or her Benefit Commencement Date, then the first payment
made to or on behalf of the Member shall include an amount equal to the amount (without any adjustment for interest) that would have previously been paid to or on behalf of the Member had his or her Initial Payment Date been the same date as his or
her Benefit Commencement Date. 
 (f) Age 65 Distributions for Certain Members. Notwithstanding anything herein to the
contrary, in the case of a Non-Early Retirement Eligible Member, the payment of such Member’s Supplemental Benefit shall begin on the first day of the month that begins coincident with, or immediately following, the date such Member attains age
65. 
 Section 6 
 PRE-RETIREMENT SURVIVOR BENEFITS 
 (a) In General. If a
Member dies prior to his or her Benefit Commencement Date and such Member’s surviving Spouse, if any, is entitled to payment of a pre-retirement survivor benefit under a Qualified Plan that is less than the survivor benefit that would be
payable under the Qualified Plan (i) but for the Code Limitations and (ii) treating the Additional Benefits described in Part I of Exhibit B hereto as payable with respect to such Member as having accrued under a Qualified Plan, then such
surviving Spouse shall be entitled to receive a supplemental survivor benefit from the Company or the deceased Member’s former Employer under this Plan in an amount equal to (A) minus (B) where: 

(A) equals the survivor benefit that would be payable under the Qualified Plan if such benefit were determined (I) without giving
effect to the Code Limitations and (II) by treating the Additional Benefits described in Part I of Exhibit B hereto as having accrued under the Qualified Plan; and 
 (B) equals the survivor benefit actually payable to such surviving Spouse under the Qualified Plan. 

  
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 §6(a)

  
 Any supplemental survivor benefit described in this
Section 6(a) shall be paid in a lump sum on the first day of the month following the later of (i) the six-month anniversary of the Member’s death, and (ii) the date the Member would have attained age 55. 

(b) Predecessor Plans. If a Predecessor Plan provides that a survivor benefit shall be paid if a participant therein dies prior to
his or her Benefit Commencement Date, then any such survivor benefits shall be paid in a lump sum on the first day of the month following the later of (i) the six-month anniversary of the Member’s death, and (ii) the date the Member
would have attained age 55. 
 (c) Additional Benefits. If an Additional Benefit described in Part II of Exhibit B
provides that a survivor benefit shall be paid if the Member entitled to such Additional Benefit dies prior to his or her Benefit Commencement Date, then, unless specified otherwise therein, any such survivor benefits shall be paid in a lump sum on
the first day of the month following the later of (i) the six-month anniversary of the Member’s death, and (ii) the date the Member would have attained age 55. 
 (d) Small Amount Cash-out. Notwithstanding anything herein to the contrary, if at any time following a Member’s death the Company determines that the single sum amount that is the Actuarial
Equivalent of the aggregate supplemental survivor benefit described in Section 6(a), (b) and (c) to which any individual is entitled is equal to or less than the then applicable amount prescribed by section 402(g) of the Code, such
benefits will be paid to such individual in a lump sum on the later of (i) the first day of the calendar month following the six-month anniversary of the Member’s death, and (ii) the first day of the calendar month following the date
the such individual’s supplemental survivor benefit is determined to be equal to or less than such applicable amount. 

(e) Reductions for Prior Distributions. Notwithstanding anything herein to the contrary, an individual’s benefit, if any,
under this Section 6 shall be actuarially adjusted to reflect any amounts previously distributed under the Plan or a Predecessor Plan to or on behalf of such individual or the Member. 

Section 7 
 AMENDMENT AND TERMINATION 
 This Plan shall be subject to the same
reserved powers of amendment and termination as the Retirement Benefit Plan of R.R. Donnelley & Sons Company (without regard to any limitations imposed on such powers by the Code or ERISA), except that no such amendment or termination shall
reduce or otherwise adversely affect the rights of Members or beneficiaries in respect of amounts accrued hereunder as of the date of such amendment or termination without their written consent. 

Section 8 
 APPLICATION OF ERISA 
 This Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and Department of Labor Regulation §
2520.104-23. Neither the Company nor any of the Employers 

  
 -9-









  
 §8

  
 
shall be under any obligation to set aside any funds for the purpose of making payments under this Plan. Any payments hereunder shall be made out of the general assets of the Company or the
Employers, as applicable. 
 Section 9 
 ADMINISTRATION 
 The Benefits Committee is hereby established and
shall consist, at a minimum, of the Treasurer and the Vice President. The Benefits Committee may add additional members pursuant to procedures established in its by-laws. The Benefits Committee may always act by unanimous consent, has adopted
by-laws to govern its activities and may amend such by-laws from time to time. Except as the context otherwise requires, the Benefits Committee shall be charged with the administration of this Plan and shall have the same powers and duties, and
shall be subject to the same limitations, as are applicable to the Benefits Committee under the Retirement Benefit Plan of R.R. Donnelley & Sons Company. 
 Section 10 
 COMPANY ACTION 

“Company” when referred to in the Plan, with respect to actions taken by the Company as sponsor of the Plan will be a reference
to the Benefits Committee, the board of directors of the Company, or any delegee of any of the foregoing, in each case acting as the Company; provided, however, that any action by the Company pursuant to Section 7 to amend the
Plan, if taken by any of the foregoing except the board of directors of the Company, may only be taken if, in the reasonable opinion of the person taking such action, the amendment does not have a material effect on the cost to the Employers of, or
benefits in the aggregate under, the Plan; and provided further, that the Plan may be terminated with respect to all Employers only by resolution duly adopted by the Company’s board of directors. Whenever in the Plan any
determination or other action is to be made or taken by the Company or any other Employer, such determination or other action will be made or taken in the sole discretion of the Company or other Employer, as appropriate. 

Section 11 
 NONASSIGNMENT OF BENEFITS 
 Notwithstanding anything contained in
the Plan, any Predecessor Plan or any Qualified Plan to the contrary, it shall be a condition of the right to payment of Benefits that neither such Benefits nor any portion thereof shall be assigned, alienated or transferred to any person
voluntarily or by operation of any law, including any assignment, division or awarding of property under state domestic relations law (including community property law). 
 Section 12 
 NON-DUPLICATION OF BENEFITS 

Notwithstanding anything herein to the contrary, nothing herein shall operate to result in the duplication of any benefits under this
Plan, between the Plan and any other plan or 

  
 -10-









  
 §12

  
 
arrangement, or otherwise with respect to any Member or other individual (including, without limitation, multiple accruals based on the same “compensation”), as determined in the sole
discretion of the Company. 
 Section 13 
 NO GUARANTY OF EMPLOYMENT 
 Nothing contained in this Plan shall be
construed as a contract of employment between any Employer and any employee or as conferring a right on any employee to be continued in the employment of any Employer. 
 Section 14 
 TRUST 

(a) Funding. The Company may in its sole discretion establish a trust for the purpose of administering assets of the Company and
the Employers to be used for the purpose of satisfying their obligations under the Plan. Any such trust shall be established in such manner so as to be a “grantor trust” of which the Company is the grantor, within the meaning of section
671 et. seq. of the Code. The existence of any such trust shall not relieve the Company or the Employers of their liabilities under the Plan, but the obligations of the Company and the Employers under the Plan shall be deemed satisfied
to the extent paid from the trust. 
 (b) Taxation and Gross-ups. If any Member incurs a tax due to the application of
section 409A(b)(3) of the Code in connection with the transfer of assets to any trust, the Company shall pay to such Member an amount such that after payment by the Member of all related taxes (including additional taxes imposed upon such payment to
the Member) the Member retains an amount equal to the taxes imposed as a result of the application of section 409A(b)(3) of the Code. Any such payment shall be made no later than the fifteenth day of the third month following the calendar year in
which such Member incurs such taxes. 
 Section 15 

MISCELLANEOUS 
 (a) Applicable Law. This Plan and all rights hereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the Code or the laws of the United
States, shall be governed by the laws of the State of Illinois and construed in accordance therewith without giving effect to its principles of conflict of laws. 
 (b) Expenses. All costs and expenses incurred in administering this Plan, including the expenses of the Benefits Committee, the fees of counsel and any agents of the Benefits Committee and other
administrative expenses shall be paid by the Company and the Employers. The Company, in its sole discretion, having regard to the nature of a particular expense, shall determine the portion of such expense which is to be borne by the Company or a
particular Employer. 
 (c) Successors and Assigns. The provisions of this Plan shall bind and inure to the benefit of
the Company and each Employer and their successors and assigns, as well as each Member and his or her Spouse or other beneficiary and successors. 

  
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 §16

  
 Section 16  

CLAIMS AND APPEALS PROCEDURES 

  
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 §16(e)

  
 (a) Authority to Submit Claims. Any
individual who believes that he or she is entitled to receive a Benefit under this Plan, including one greater than that initially determined by the Benefits Committee, may (or his or her duly authorized representative may) file a Claim in writing
with the Benefits Committee. The Benefits Committee will determine whether an individual is duly authorized to act on behalf of another individual, and may establish reasonable procedures for making this determination. Any such individual is
referred to in this Plan as a Claimant. 
 (b) Procedure for Filing a Claim. In order for a communication from a Claimant
to constitute a valid Claim, it must satisfy all the requirements of this Section 16(b), and if it does, it will constitute a valid Claim whether or not all the information necessary to make a Benefit Determination accompanies the
communication. 
 (i) Any Claim must be Delivered to the Benefits Committee by a Claimant, in writing, and on the
appropriate Claim form, or in such other form as may be acceptable to the Benefits Committee; and 
 (ii) Any
Claim must be identified in writing as a formal Claim for a Benefit under the Claims and Appeals Procedures. 
 (c) Initial
Claim Review. The initial Claim review will be conducted by the Benefits Committee, with or without the presence of the Claimant, as determined by the Benefits Committee in its discretion. The Benefits Committee will consider the applicable
terms and provisions of this Plan and amendments to this Plan, information and evidence that is presented by the Claimant and any other information it deems relevant. In reviewing the Claim, the Benefits Committee will also consider and be
consistent with prior determinations of Claims from other Claimants who were similarly situated and which have been processed through this Plan’s Claims and Appeals procedures within the past 24 months. 

(d) Benefit Determination on Claim. 
 (i) The Benefits Committee will make a Benefit Determination regarding the Claim and Notify the Claimant of such Benefit Determination within a reasonable period of time, but in any event (except as
described in Section 16(d)(ii) below) within 90 days after Receipt of the Claim by the Benefits Committee. 

(ii) The Benefits Committee may extend the period for making the Benefit Determination on the Claim by up to 90 days if it
determines that special circumstances require an extension of time, and if it Notifies the Claimant, prior to the end of the initial 90-day period, of the special circumstances requiring the extension of time and the date by which the Benefits
Committee expects to render a Benefit Determination. 
 (e) Manner and Content of Notification of Adverse Benefit
Determination on a Claim. 
 (i) The Benefits Committee will provide a Claimant with written or electronic
Notice of any Adverse Benefit Determination on the Claim. 
 (ii) The Notification will set forth in a manner
calculated to be understood by the Claimant: 

  
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	 	(I)	the specific reason or reasons for the Adverse Benefit Determination; 

  

	 	(II)	reference to the specific provision(s) of this Plan on which the Adverse Benefit Determination is based; 


 

	 	(III)	description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is
necessary; and 

  

	 	(IV)	a description of this Plan’s review procedures and the time limits applicable to such procedures, including a statement describing the Claimant’s right to
bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review. 

 (f)
Authority to Submit an Appeal. Any Claimant who receives an Adverse Benefit Determination with respect to a Claim may file a request for review of such Adverse Benefit Determination (an “Appeal”). 

(g) Procedure for Filing for a Request for Review of an Adverse Benefit Determination. In order for a communication from a
Claimant to constitute a valid Appeal, it must satisfy all the requirements of this Section 16(g), and if it does, it will constitutes a valid Appeal whether or not all the information necessary to make a Benefit Determination on Appeal
accompanies the request. 
 (i) Any Appeal must be submitted by a Claimant, in writing, and on the appropriate
form, or in such other form as may be acceptable to the Benefits Committee. 
 (ii) Any Appeal must be Delivered
to the Benefits Committee within 60 days of Receipt by the Claimant of the Notice of the Adverse Benefit Determination on the Claim. 
 If the
Benefits Committee does not Receive a valid Appeal within 60 days of Delivery to the Claimant of the Notice of Adverse Benefit Determination for the related Claim, the Claimant will be barred from filing any Appeal thereafter and he or she will be
deemed to have failed to exhaust all administrative remedies under this Plan. 
 (h) Review Procedures for Appeals.

 (i) The Appeal review will be conducted by the Benefits Committee, with or without the presence of the
Claimant, as determined by the Benefits Committee in its discretion. The Benefits Committee will consider the applicable terms and provisions of this Plan and amendments to this Plan, information and evidence that is presented by the Claimant
(including all comments, documents, records and other information submitted by the Claimant without regard to whether such information was submitted or considered in the initial Benefit Determination) and any other information it deems relevant. In
reviewing the Appeal, the Benefits Committee, where appropriate, will also consider and be consistent with prior determinations of Appeals from other Claimants who were similarly situated and which have been processed through this Plan’s Claims
and Appeals procedures within the past 24 months. 

  
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§16(j)(ii)(III) 
  

(ii) The Claimant will be provided, upon request and free of charge, reasonable access to and copies of all Relevant
Documents. 
 (iii) The review procedure will involve only one level of review. 

(iv) The Claimant will be allowed to submit any supporting comments, documents, records and other information. 

(i) Timing and Notification of Benefit Determination on Review. 

(i) The Benefits Committee will make a Benefit Determination regarding the Appeal and Notify the Claimant of such Benefit
Determination within a reasonable period of time, but in any event (except as described in Section 16(i)(ii) below) within 60 days after Receipt of the Appeal by the Benefits Committee. 

(ii) The Benefits Committee may extend the period for making the Benefit Determination on the Appeal by up to 60 days if
it determines that special circumstances require an extension of time, and if it Notifies the Claimant, prior to the end of the initial 60-day period, of the special circumstances requiring the extension of time and the date by which the Benefits
Committee expects to render a decision. If such an extension is necessary due to a failure of the Claimant to submit information necessary to decide the Appeal, the period in which the Benefits Committee is required to make a decision shall be
tolled by the Benefits Committee from the date on which the Notification is sent to the Claimant until the Benefits Committee has Received from the Claimant a response to the request for additional information. If the Claimant fails to respond to
the Benefits Committee’s request for additional information within a reasonable time, the Benefits Committee may, in its discretion, render a Benefit Determination on the Appeal based on the record before the Benefits Committee. 

(j) Manner and Content of Notification of Adverse Benefit Determination on Appeal. 

(i) The Benefits Committee will provide a Claimant with written or electronic Notice of any Adverse Benefit Determination
on the Appeal. 
 (ii) The Notification will set forth in a manner calculated to be understood by the Claimant:

  

	 	(I)	The specific reason or reasons for the Adverse Benefit Determination; 

  

	 	(II)	Reference to the specific provision(s) of this Plan on which the Adverse Benefit Determination is based; 


 

	 	(III)	A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all Relevant Documents; and


  

	 	(IV)	A statement describing the Claimant’s right to bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review.


 (k) Collectively Bargained Benefits. Where benefits are provided pursuant to a collective bargaining
agreement and 

  
 -15-









  
 (i)
such collective bargaining agreement maintains or incorporates by specific reference (i) provisions concerning the filing and disposition of Claims; and (ii) a grievance and arbitration procedure to which Appeals are subject, then
Section 16(b) through and including Section 16(j) will not apply to Claims covered by such collective bargaining agreement; or 
 (ii) such collective bargaining agreement maintains or incorporates by specific reference a grievance and arbitration procedure to which Appeals are subject, then Section 16(g) through and including
Section 16(j) will not apply to such Appeal. 
 (l) Limitation on Actions. No legal action, including without
limitation any lawsuit, may be brought for a Benefit by a Claimant more than (a) two years after the date the related Claim is Received by the Benefits Committee, or (b) if the Claimant has Received a denial of his or her related Appeal
during such time, two years after such Receipt. 
 (m) Failure to Exhaust Administrative Remedies. No legal action for a
Benefit, including without limitation any lawsuit, may be brought by a Claimant who has not timely filed a Claim and an Appeal for such Benefit and otherwise exhausted all administrative remedies under this Plan. 

Section 17  
 DELIVERY AND RECEIPT 
 For purposes of Section 17, any Notice,
Notification, Claim, or other thing(s) or document(s) may be delivered in person, via messenger or courier service, or via United States Mail; provided, however, that any Notice sent by the Benefits Committee related to a Claim may be
sent via fax if (a) Receipt of the fax is confirmed by a print out from the sending fax machine indicating that the transmission was Received, and (b) the fax transmission is followed by a hard copy sent via next business day courier
service sent no later than the business day after the fax is transmitted. Any such item sent to the Benefits Committee must be sent to the address specified for the benefits committee of the Retirement Benefit Plan of R.R. Donnelley & Sons
Company in the summary plan description of such plan. Any such item sent by the Benefits Committee, the Company or an Employer may be sent to the last known address of the intended recipient, as determined by reference to the records of this Plan,
the Company or an Employer. Any such item which meets the above-requirements will be deemed “Delivered” and “Received” on the earlier of (a) the date of actual Receipt, if Receipt is evidenced by a written Receipt,
(b) 10 days after deposit in the United States Mail, first class postage prepaid and return Receipt requested, and (c) the date of confirmation of successful transmission via fax. If the above-specified procedures are not followed, the
item will be deemed not Delivered or Received and it will not be effective. 

  
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 EXHIBIT A

 QUALIFIED PLANS 
  

			
	 Name of Plan
	  	 Effective Date of becoming a
Qualified
Plan

	 Retirement Benefit Plan of R.R. Donnelley & Sons Company
	  	Inception of Plan
		
	 Retirement Income Plan of Moore Wallace North America, Inc.
	  	January 1, 2005
		
	 Banta Corporation Employees Pension Plan
	  	April 1, 2007


  
 -A1-









  
 EXHIBIT B

 ADDITIONAL BENEFITS 
 PART I—BENEFITS INCLUDED IN SECTION 6(A) PRE-RETIREMENT SURVIVOR BENEFITS 
 1. Compensation-Based Benefits Derived from Nonqualified Deferred Compensation Plans. 
 (a) Sales Representative Plan. With respect to an individual who is a participant in the R. R. Donnelley & Sons Company Global Capital Markets and Global Investment Markets Business Units
of the Financial Business Unit Sales Representative Deferred Compensation Plan (the “Sales Representatives Plan”), if the retirement benefit payable to such individual under a Qualified Plan is less than the retirement benefit that would
be payable under the Qualified Plan if compensation deferred by the individual under the Sales Representatives Plan that would have otherwise been received as salary or bonus were included in the Member’s compensation used to determine the
amount of his or her accrued benefit under the Qualified Plan, without giving effect to the Code Limitations, then such individual shall be entitled to an Additional Benefit in an amount equal to (A) minus (B) where: 

(A) equals the retirement benefit that would be payable under the Qualified Plan if such benefit were determined by including compensation
deferred by the individual under the Sales Representatives Plan and without giving effect to the Code Limitations; and 
 (B)
equals the sum of the retirement benefit actually payable to the individual under the Qualified Plan and the individual’s Restored Benefit. 
 (b) RRD Deferred Compensation Plan. With respect to an individual who is a participant in the R.R. Donnelley & Sons Company Nonqualified Deferred Compensation Plan (the “RRD Deferred
Compensation Plan”), if the retirement benefit payable to such individual under a Qualified Plan is less than the retirement benefit that would be payable under the Qualified Plan if compensation deferred by the individual under the RRD
Deferred Compensation Plan that would have otherwise been received as salary or bonus during 2005 or any later year were included in the individual’s compensation used to determine the amount of his or her accrued benefit under the Qualified
Plan, without giving effect to the Code Limitations, then such individual shall be entitled to an Additional Benefit in an amount equal to (A) minus (B) where: 
 (A) equals the retirement benefit that would be payable under the Qualified Plan if such benefit were determined by including compensation deferred by the individual under the RRD Deferred Compensation
Plan and without giving effect to the Code Limitations; and 
 (B) equals the sum of the retirement benefit actually payable to
the individual under the Qualified Plan and the individual’s Restored Benefit. 

  
 -B1-









  
 2. Past Service
Improvements. Each Member designated in the Retirement Benefit Records as entitled to receive a “Past Service Improvement”, “Cost of Living Adjustment” or similar adjustment under the Plan or a Predecessor Plan for reasons
other than on account of the Code Limitations shall be entitled to an Additional Benefit determined in the manner and in the amount designated in the Retirement Benefit Records with respect to such Member. 

3. Early Retirement Window Benefits. Each Member designated in the Retirement Benefit Records as eligible for, and who elected to
participate in, an early retirement window program offered to such Member and providing enhanced retirement benefits that are designated by the Company as payable under this Plan for reasons other than on account of the Code Limitations shall be
entitled to an Additional Benefit determined in the manner and in the amount designated in the Retirement Benefit Records with respect to such Member. 
 4. Additional Benefits for Eligible Stream Employees. (a) Amount of Additional Benefit. An Eligible Stream Employee, as hereinafter defined, who as of April 21, 1995 (i) had
at least five years of RRD Continuous Service, as hereinafter defined, and (ii) had attained age 40 shall be entitled to an Additional Benefit in an amount equal to the amount designated in the Retirement Benefit Records as payable to such
Eligible Stream Employee in connection with a transfer of employment from an Employer to Stream International, Inc. 
 (b)
Definitions. 
 (i) The term “Eligible Stream Employee” shall mean any individual designated in
the Retirement Benefit Records as eligible to receive a benefit under this Plan and who immediately prior to April 21, 1995 was employed in the United States (including expatriates deemed to be employed in the United States) at a facility
included in the RRD GSS Assets or RRD Norwest GSS Assets, as hereinafter defined, or was otherwise assigned thereto prior to such date and who transfers or transferred to Stream International Inc. on or after such date. 

(ii) The term “GSS Business” means, as of April 21, 1995, the business of providing computer and computer
software related documentation services, including printing and binding, media replication, kitting assembly, packaging, translation and localization, electronic exchange, licensing and fulfillment, as engaged in by the Company directly through its
Global Software Services division and indirectly through a division of R. R. Donnelley Norwest Inc. 
 (iii) The
term “RRD GSS Assets” means all of the assets and properties of the Company of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used primarily in connection with the GSS Business as the same
existed on April 21, 1995. 
 (iv) The term “RRD Norwest GSS Assets” means all of the assets and
properties of R. R. Donnelley Norwest Inc. of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used primarily in connection with the GSS Business as the same existed on April 21, 1995. 

(v) The term “RRD Continuous Service” shall mean the continuous employment of such person with the Company, plus
periods of up to 30 days 

  
 -B2-









 
when such person is not so employed, but excluding any period of employment with any company prior to the Company’s acquisition thereof or assets relating thereto. 

PART II—BENEFITS NOT INCLUDED IN §6(A) PRE-RETIREMENT SURVIVOR BENEFITS 

  
 -B3-









  
 EXHIBIT C

 PREDECESSOR PLANS 
 1. Werthan Industries, Inc. Supplemental Retirement Plan (a/k/a Check Printers Supplemental Retirement Plan) 
 2. Moore Wallace North America, Inc. Non-Qualified Retirement Income Plan 
 3.
Supplemental Unfunded Retirement Income Plan for Employees of Meredith/Burda Corporation 
 4. Supplemental Unfunded Retirement
Income Plan for Employees of Meredith/Burda Company, Limited Partnership 
 5. Each other nonqualified deferred compensation
plan maintained by an Affiliate that provides benefits in the form of an annuity, other than the Banta Corporation Supplemental Retirement Plan for Key Employees. 

  
 -C1-