##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K/A
  (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 1-5842
 Bowne & Co.,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

13-2618477(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 RegisteredCommon Stock, Par Value $.01

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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EXPLANATORY
    NOTE
  Form 10-K Form 10-K), Form 10-K
 2




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##### 



TABLE OF
    CONTENTS
   
 Form 10-KItem No.

Name of Item

PagePART IIIItem 10.


Directors and Executive Officers of the
    Registrant


4Item 11.


Executive Compensation


11Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


32Item 13.


Certain Relationships and Related Transactions


35Item 14.


Principal Accountant Fees and Services


35PART IVItem 15.


Exhibits and Financial Statement Schedules


37Signatures


38EX-31.1EX-31.2   3




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PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Board of
    Directors
    (Carl J. Crosetto)

Carl J. Crosetto(Age 61) 
    Sales and marketing consultant, President, CBC Consulting, Inc.,
    previously Managing Director of GSC Group from January 2004 to
    December 2009. Mr. Crosetto was President of
    Bowne & Co., Inc (the Company) from
    December 2000 to December 2003. Previously he was Executive Vice
    President of the Company from December 1998, Senior Vice
    President of the Company from May 1998, and formerly President
    of a Company subsidiary, Bowne International L.L.C. He is also a
    director of Speedflex Asia Ltd. He was first elected to the
    Companys Board of Directors in 2000 and is a Class II
    director. His term will expire in 2010.(Douglas B. Fox)

Douglas B. Fox(Age 62) 
    Management consultant and private investor. Mr. Fox is
    President and Chief Executive Officer of Renaissance Brands Ltd.
    and a director of Hunter Fan Company, Allant, Microban
    International, Totes International, Inc. and Young America, Inc.
    Previously he was Senior Vice President of Marketing and
    Strategy, Compaq Computer Corporation and Chief Marketing
    Officer and Senior Vice President of Marketing, International
    Paper Co. He was first elected to the Companys Board of
    Directors in 2001 and is a Class II director. His term will
    expire in 2010.(Marcia J. Hooper)

Marcia J. Hooper(Age 55) 
    Management consultant and private investor, President of
    HooperLewis, LLC. General Partner of Castile Ventures from 2002
    to 2007. Previously, she was a partner of Advent International
    from 1996 to 2002, general partner of Viking Capital from 1994
    to 1996, general partner of Ampersand Ventures/Paine Webber
    Ventures from 1985 to 1993, and a regional marketing support
    representative for IBM Corporation from 1979 to 1983.
    Ms. Hooper also currently serves as a director of
    AumniData, Hangout Industries, Visual IO and Isis Biopolymer.
    She sits on the Advisory Board of Gridley & Company.
    She serves in a number of advisory and fundraising capacities
    for Brown University. She was first elected to the
    Companys Board of Directors in 2006 and is a Class I
    director. Her term will expire in 2010.(Philip E. Kucera)

Philip E. Kucera(Age 68) 
    Retired as Chairman and Chief Executive Officer of the Company
    on December 31, 2006 after serving as Chairman and Chief
    Executive Officer and a director from May 2005 to his
    retirement. Mr. Kucera served as Chief Executive Officer
    and a director from October 2004 to May 2005. He served as
    Interim Chief Executive Officer and a director of the Company
    from May 2004 to October 2004. Mr. Kucera served as the
    Companys Senior Vice President and General Counsel from
    November 1998 to May 2004. Prior to joining Bowne, he was Deputy
    General Counsel and Assistant Secretary for The Times Mirror
    Company, where he served in various positions for 26 years.
    He was first elected to the Companys Board of Directors in
    2004 and is a Class III director. His term will expire in
    2011.(Stephen V. Murphy)

Stephen V. Murphy(Age 64) 
    President of S.V. Murphy Co., Inc. Previously, he served as
    Managing Director in the Investment Banking Department of
    Merrill Lynch Capital Markets and for The First Boston
    Corporation in a number of positions, including Managing
    Director in its Corporate Finance Department. Mr. Murphy
    also serves as a director of The First of Long Island
    Corporation, The First National Bank of Long Island, Excelsior
    Venture Partners, Excelsior Directional Hedge Fund of Funds,
    Inc., Holborn Corporation, Abilities!, Peoples Symphony
    Concerts, and Locust Valley Cemetery Association. He was first
    elected to the Companys Board of Directors in 2006 and is
    a Class I director. His term will expire in 2012. 4




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(Gloria M. Portela)

Gloria M. Portela(Age 56) Attorney and
    mediator. Senior Counsel of Seyfarth Shaw LLP since January
    2003. Previously Ms. Portela was a Partner of Seyfarth Shaw
    from 1994. She is a director of the Houston Grand Opera. She was
    first elected to the Companys Board of Directors in 2002
    and is a Class I director. Her term will expire in 2012.(H. Marshall Schwarz)

H. Marshall Schwarz(Age 73) 
    Retired Chairman of the Board and CEO of U.S.
    Trust Corporation. Mr. Schwarz is Chairman of the
    Companys Executive Committee. He was first elected to the
    Companys Board of Directors in 1986. He is a
    Class III director and serves as Presiding Director. His
    term will expire in 2011.(David J. Shea)

David J. Shea(Age 54) 
    Chairman and Chief Executive Officer of the Company since
    November 19, 2007. Previously, Mr. Shea was Chairman,
    Chief Executive Officer and President of the Company from
    December 31, 2006 to November 19, 2007. He also served
    as President and Chief Operating Officer and a director of the
    Company since October 2004 and President and a director of the
    Company from August 2004. Mr. Shea formerly served as
    Senior Vice President of the Company and Senior Vice President
    and Chief Executive Officer, Bowne Business Solutions and Bowne
    Enterprise Solutions from November 2003. He joined the Company
    in July 1998 as Executive Vice President of Bowne Business
    Solutions. He was first elected to the Companys Board of
    Directors in 2004 and is a Class III director. His term
    will expire in 2011.(Lisa A. Stanley)

Lisa A. Stanley(Age 53) 
    Financial planning consultant. Ms. Stanley is also a
    Trustee and Vice President of Town Creek Foundation, Inc. She
    was first elected to the Companys Board of Directors in
    1998 and is a Class II director. Her term will expire in
    2010.(Vincent Tese)

Vincent Tese(Age 67) 
    Chairman of Premier American Bank. Mr. Tese is also
    Chairman of Wireless Cable International and Cablevision Systems
    Corporation, GGCP, Inc., ICE US Trust, Madison Square Garden and
    Retail Opportunity Investment Corp., a director of Custodial
    Trust Company, Cablevision, Inc., Mack-Cali Realty
    Corporation and IntercontinentalExchange, Inc. In addition, he
    is a trustee of the New York Presbyterian Hospital, and New York
    University School of Law. He was first elected to the
    Companys Board of Directors in 1996 and is a Class I
    director. His term will expire in 2012.(Richard R. West)

Richard R. West(Age 72) 
    Consultant. Dean Emeritus, Stern School of Business, New York
    University. Mr. West is also a trustee or director of
    Vornado Realty Trust, Alexanders Inc., and several
    investment companies advised by BlackRock Advisors or its
    affiliates. He was first elected to the Companys Board of
    Directors in 1994 and is a Class I director. His term will
    expire in 2012.    5




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Board
    Composition
    How
    Directors are Chosen
      Director
    Suitability
    Mr. Crosetto
  Mr. Fox
 6




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Ms. Hooper
  Mr. Kucera
  Mr. Murphy
  Ms. Portela
  Mr. Schwarz
  Mr. Shea
  Ms. Stanley
  Mr. Tese
  Mr. West
    Leadership
    Structure
    
    providing the Chief Executive Officer with input as to the
    preparation of Board meeting agendas;
    consulting with the Chairman and Chief Executive Officer about
    the concerns of the non-management directors;
    discussing concerns of the non-management directors when
    appropriate with members of senior management; and
    discussing concerns of members of senior management. 7




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Committees
    of the Board
    
    Executive Committee.  The Executive Committee
    has many of the powers of the full Board of Directors in
    directing management of the Company and may exercise those
    powers between regular Board meetings. However, this committee
    may not amend the Companys By-laws, fill vacancies on the
    Board of Directors, make other fundamental corporate changes or
    take actions which require a vote of the full Board of Directors
    under Delaware law or the Companys charter or By-laws. The
    current members of the Executive Committee all of whom, with the
    exception of Mr. Shea, the Board of Directors has
    determined meet the criteria for independence
    contained in the rules of the Exchange, are Mr. Schwarz
    (chairman), Mr. Shea, Ms. Stanley, Mr. Tese and
    Mr. West. In 2009, this committee met twice and took action
    four times by written consents in lieu of meetings.
    Nominating and Corporate Governance
    Committee.  As described above, the Nominating
    Committee assists the full Board of Directors in identifying
    qualified individuals to become Board members. It also assists
    the full Board of Directors in determining the composition of
    the Board committees, monitoring the process to assess Board of
    Directors effectiveness and developing and implementing the
    Companys corporate governance guidelines. All members of
    the Nominating Committee are required to be
    independent directors as determined by the rules of
    the Exchange and, unless the Board of Directors otherwise
    determines, the Nominating Committee shall be composed of the
    independent directors of the Executive Committee.
    The current members of the Nominating Committee, all of whom the
    Board of Directors has determined meet the criteria for
    independence contained in the rules of the Exchange,
    are Mr. West (chairman), Mr. Fox and Mr. Murphy.
    The Nominating Committee met five times in 2009.
    Audit Committee.  The Audit Committee assists
    the Board of Directors in its oversight of the quality and
    integrity of the financial reporting and the financial
    statements of the Company, the Companys compliance with
    legal and regulatory requirements, the independence and
    qualifications of the independent auditor, and the performance
    of the Companys internal audit function and the
    independent auditor. In connection with the performance of these
    functions, the Audit Committee recommends independent registered
    public accountants to serve as the Companys auditors and
    reviews the Companys annual report on
    Form 10-K
    with the auditors. Together with the Companys Chief
    Financial Officer, the Audit Committee reviews the scope and the
    results of the annual audit, as well as the auditors fees
    and other activities they perform for the Company. The Audit
    Committee also oversees internal controls and looks into other
    accounting matters if the need arises. The current members of
    the Audit Committee are Mr. Murphy (chairman),
    Mr. Fox, Ms. Hooper, and Ms. Stanley, all of whom
    the Board of Directors has determined meet the criteria for
    independence contained in the rules of the New York
    Stock Exchange (the Exchange) and rules promulgated
    by the Securities and Exchange Commission (the SEC)
    in effect on the date this proxy statement is first mailed to
    stockholders. The Audit Committee met five times in 2009. The
    Board of Directors has determined that Mr. Fox,
    Ms. Hooper and 8




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Mr. Murphy are audit committee financial
    experts as that term is defined in Securities and Exchange
    Commission rules.  Report of
    the Audit Committee
        Form 10-K
      
  
    Compensation and Management Development
    Committee.  The Compensation Committee assists the
    Board of Directors in carrying out its responsibility with
    respect to the Companys compensation, benefit and
    perquisite programs, executive succession planning and
    management development. In connection with the performance of
    these functions, the Compensation Committee reviews base
    salaries and incentive 9




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compensation for officers of the Company and other members of
    senior management. The Compensation Committee administers
    compensation programs that involve present or deferred awards of
    the Common Stock, as well as those calling for cash payments.
    The Compensation Committee oversees management development and
    continuity programs. The Compensation Committee also reviews any
    newly proposed compensation plans, while overseeing the
    administration of existing retirement, 401(k), profit-sharing
    and other benefits plans for the Companys employees.
    Before significant changes affecting employees go into effect,
    the Compensation Committee normally asks the full Board of
    Directors to approve those changes. The current members of the
    Compensation Committee, all of whom the Board of Directors has
    determined meet the criteria for independence
    contained in the rules of the Exchange, are Mr. Tese
    (Chairman), Ms. Hooper and Ms. Portela. The Committee
    met six times in 2009.  Oversight
    of Risk Management
          Executive
    Officers
   10




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Section 16(a)
    Beneficial Ownership Reporting Compliance
    Ethics
  (www.bowne.com)
  Corporate
    Governance Information
  (www.bowne.com)
  Executive
    Certifications
  Form 10-Qs Form 10-K
  Item 11.
    Executive
    Compensation  Report of
    the Compensation and Management Development Committee
    and/or and/or and/or
  (www.bowne.com)
    
    Review and recommend to the Board on an annual basis the
    corporate goals and objectives with respect to compensation for
    the Chairman and Chief Executive Officer; and evaluate at least
    once a year the Chairman and Chief Executive Officers
    performance in light of these goals and objectives, and based
    upon these evaluations determine and approve with the other
    independent directors the Chairman and Chief Executive
    Officers compensation. 11




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
    Review and recommend to the Board on an annual basis the
    evaluation process and compensation structure for the
    Companys other officers, and evaluate the performance of
    the Companys other senior executive officers, and
    recommend to the Board the compensation of such senior executive
    officers.
    Review annually the Companys incentive compensation and
    stock-based plans, and recommend changes in such plans to the
    Board as needed.
    Monitor and make recommendations to the Board regarding employee
    pension, profit sharing and benefit plans. The Compensation
    Committee delegated the administration of the benefit plans to
    the Companys Investment and Administration Committee
    consisting of the Chairman and Chief Executive Officer; Senior
    Vice President and Chief Financial Officer; Senior Vice
    President, General Counsel and Corporate Secretary; and Senior
    Vice President, Human Resources.
    Assist the Board in developing and evaluating potential
    candidates for executive positions and overseeing the
    development of executive succession plans.
    Review periodically the compensation of the non-management
    members of the Board and make recommendations to the Nominating
    and Corporate Governance Committee to maintain competitive
    compensation for non-management members of the Board.
    Retain such compensation consultants, outside counsel and other
    advisors as the Compensation Committee may deem appropriate,
    with sole authority to approve related fees and retention terms
    of such advisors.
    Perform a review and evaluation, at least annually, of the
    performance of the Compensation Committee and its members.        
    Review of the companys compensation and benefits plans
    related to compliance with IRC Section 409A 
    2009 fees were approximately $97,000. The Compensation Committee
    reaffirmed and ratified its delegation to amend all plans and
    programs to comply with Section 409A to the Investment and
    Administration Committee of the Company.
    Assistance with the preparation of executive compensation proxy
    disclosure, including amendments to the Companys 1999
    Incentive Compensation Plan  2009 fees were
    approximately $108,000. The Compensation Committee reviews all
    aspects of the Compensation Committees report and the
    Compensation Discussion and Analysis and related tabular
    disclosures.
    Assistance with other technical compensation issues 
    2009 fees were approximately $40,000.
    PwC also provided tax services to the Companys management
    during 2009. Fees for 2009 related to these services were
    approximately $64,810. 12




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
    The Companys management regularly provides the
    Compensation Committee with a report of all services provided by
    PwC other than in support on the Compensation Committee, but the
    decision to engage PwC for these services is made by the
    Companys management.    
    The Compensation Committee, according to its charter, has the
    authority to retain such compensation consultants, outside
    counsel and other advisors as the Compensation Committee may
    deem appropriate, with sole authority to approve related fees
    and retention terms of such advisors.
    The PwC consultants providing services to the Compensation
    Committee report directly to the Compensation Committee.
    The Compensation Committee regularly provides guidelines which
    give direction to the consultants, and delegates specified
    interaction with the consultants to the Companys Senior
    Vice President, Human Resources. PwC provides the Compensation
    Committee with data, analysis, and assessment of alternatives,
    but does not provide recommendations on compensation decisions
    for individual executive officers.        year-over-year
      
    Certified results for the 2008 performance year under the Annual
    Incentive Plan (AIP), based on formulas the
    Compensation Committee had previously approved. According to the
    results, no AIP payments were approved (or recommended to the
    independent members of the Board, as appropriate).
    Approved the 2009 AIP financial targets and strategic goals
    used to determine the 2009 AIP awards payable in March 2010.
    Approved a pool of 50,000 stock option grants to be granted to
    key non-officer employees during 2009.
    Approved a Long Term Incentive Plan (LTIP) for the
    three-year performance cycle beginning January 2009 and ending
    December 31, 2011 including the performance goals and
    individual grant targets to be paid in the form of cash.
    Approved (or recommended to the independent members of the
    Board, as appropriate) target awards to certain of the
    executives including all the Named Executive Officers. 13




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
    Approved the appointment of PwC as the Compensation
    Committees compensation consultant.
    Approved payment of directors deferred compensation fees
    for the first quarter of 2009, including both the portion that
    was mandatorily deferred and the portion the directors
    previously may have elected to defer and convert into Deferred
    Stock Units (DSUs) in place of cash.
    Authorized PwC to conduct a market analysis of the total
    compensation for the members of the Board of Directors.
    Recommended to the Nominating Committee adjustments to the
    deferral of compensation of the members of the Board of
    Directors based on the results from the market analysis.
    Approved the voluntary surrender of 794,500 outstanding, out of
    the money stock options (with no corresponding consideration) by
    senior executive officers.
    Approved amendments to the 1999 Incentive Compensation Plan,
    including the replenishment of shares. These amendments were
    presented to and approved by the stockholders at the 2009 annual
    meeting.
    Approved revised Stock Ownership Guidelines that would align the
    interest of executives with those of stockholders and remain
    meaningful in cases of market volatility and for executives with
    varying tenure.
    Conducted a review of the Companys Management Continuity
    System and succession plans.
    Approved a revised group of peer companies to be used in market
    analysis of compensation for the executives.
    Approved revised Equity Grant Guidelines to include the granting
    of both stock options and Restricted Stock Units
    (RSUs) as a regular practice.
    Approved (or recommended to the independent members of the
    Board, as appropriate) grants of stock options and RSUs to
    officers, including the Named Executive Officers, based on the
    revised Equity Grant Guidelines.
    Approved (or recommended to the independent members of the
    Board, as appropriate) compensation arrangements for the senior
    executive officers for 2010, including no base salary adjustment
    except for one senior executive officer and no changes to the
    AIP target percentages for 2010.
    Reviewed the design and impact of an increase to the
    Supplemental Executive Retirement Plan benefit for David Shea
    and recommended to the independent members of the Board that the
    increase be approved.    
    Certified results for the 2009 performance year, based on
    formulas the Compensation Committee had previously approved.
    Approved (or recommended to the independent members of the
    Board, as appropriate) AIP payments for executive officers for
    the 2009 performance year, based on financial targets and
    strategic goals the Compensation Committee had previously
    approved in the first quarter of 2009.
    Approved the 2010 AIP financial targets and strategic goals used
    to determine the 2010 AIP awards. Such awards will be determined
    based on 2010 performance and will be payable, if earned, in
    March 2011.    
 14




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Compensation
    Discussion and Analysis
  Executive
    Summary
    
    Attract and retain superior executive talent;
    Provide incentives and rewards for executives who contribute to
    the Companys success;
    Link executive compensation to both corporate performance and
    the creation of long-term shareholder value; and
    Provide for levels of compensation consistent with the
    Companys leadership position in several highly specialized
    business areas.    
    Base salaries consistent with each executives
    responsibilities and individual performance;
    An AIP based on financial factors at the corporate and business
    unit levels and on quantifiable strategic performance measures;
    A LTIP that closely links cash awards with the Companys
    strategic plan through attainment of Return on Invested Capital
    (ROIC) goals, thereby providing incentives for both
    Company performance and the creation of shareholder value;
    Restricted stock awards, RSUs and stock option awards, which
    provide incentives for the creation of shareholder value and
    rewards for sustained efforts and continued service;
    Employee benefit programs;
    Termination protection agreements to maintain the alignment of
    executive and shareholder interests during potential changes in
    corporate control; and
    Limited executive perquisites consistent with the Companys
    focus on
    pay-for-performance.    Objectives
    of the Companys Executive Compensation
    Programs
    
    Base salaries for executive officers are adjusted annually based
    on the Companys strategic goals and performance, changes
    in the market and the responsibilities of the individual Named
    Executive Officers identified in the Summary Compensation Table
    on page 21;
    Base salary for each of the Named Executive Officers is
    benchmarked at the 50th percentile of the competitive
    marketplace. Total cash compensation and total direct
    compensation for each of the Named Executive Officers are
    targeted at the 65th percentile of the competitive market.
    Actual compensation levels reflect the individual performance,
    expertise and tenure with the Company, in addition to the
    competitive marketplace benchmark;
    Total cash compensation as measured for benchmarking purposes is
    the sum of annualized base salaries and target AIP awards. Total
    direct compensation as measured for benchmarking purposes may
    comprise base salary, target AIP award, target LTIP award, grant
    date fair value of stock options, grant date fair value of
    restricted stock and RSUs  the combined value of
    these components as well as the respective amounts of each
    component are assessed;
    AIP awards are formula-based and linked to performance against
    financial targets and strategic objectives; 15




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
    Long term cash and equity-based compensation plans provide
    incentives to achieve strategic financial results and create
    shareholder value, to reward sustained service and performance,
    and to assist in the accumulation of significant equity stakes
    for the participating executives;
    Option, restricted stock  and RSU award dates are established
    using a consistent approach to grant dates, and are determined
    without consideration of recent or expected future public
    announcements;
    Executives are expected to maintain long-term stock ownership
    through ownership guidelines expressed as a required retention
    percentage of each award or grant that must be held after the
    grant is paid or exercised;
    Retirement programs have been designed to provide pension credit
    for compensation that exceeds the limitations imposed by the
    U.S. tax laws and to serve as a recruitment tool for
    mid-career hires of senior executives in lieu of providing
    significant sign-on bonuses or equity grants;
    Severance and change in control benefits reflect industry
    practices and are designed to promote stability within the
    senior management team during a time of pending change in
    Company ownership, and limit benefit coverage to key executives
    whose continued employment might be vulnerable following a
    change in control of the Company;
    To the extent possible, compensation is structured to be fully
    tax deductible; and
    Executive perquisites and special benefits are limited and
    mostly business-related.    and/or
    
    The Companys base salaries for the Named Executive
    Officers are consistent with the Companys philosophy to
    pay at the 50th percentile with adjustment for differences
    in position, individual performance, tenure and expertise.
    The Companys mix of compensation elements is similar to
    those of the comparator companies and appropriately linked to
    the performance of the Company.
    The Companys total direct compensation levels generally
    fall below the targeted 65th percentile.  Analysis
    of the Companys Executive Compensation
    Programs
    Base Salary Program.
 16




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Annual Incentive Plan.
  
    For 2009 a financial factor based on attainment of targeted
    levels of the Companys consolidated Earnings Before
    Interest, Taxes, Depreciation and Amortization
    (EBITDA) (50% weighting). Attainment of
    $42 million in EBITDA would have funded 50% of the AIP
    award and EBITDA of $60 million would have funded the full
    AIP award related to the financial factor.
    Attainment of strategic initiatives linked to the strategic and
    operating plan for the Company (50% weighting). The strategic
    initiatives are weighted such that each goal reflects the
    proportion of its relative impact on total Company performance.          Non-Equity
     17




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Long
    Term Incentive Plan.
  (2009-2010) 2009-2011
    Restricted
    Stock, RSUs and Stock Option Grants.
    Stock Ownership Guidelines. and/or
 18




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Benefits and Executive Perquisites.
      Termination Protection Agreements.
  
    Promote senior management stability during a time of pending
    changes in Company ownership;
    Limit benefit coverage to key executives whose continued
    employment might be vulnerable following a change in
    control; and
    Reflect competitive practices in the industry.  change-in-control
    Impact
    of Regulatory Requirements
    
    Internal Revenue Code Section 162(m):  The
    Compensation Committee endeavors to maximize the amount of
    compensation that is tax deductible as an expense. To help
    accomplish this, base salaries are generally limited to
    approximately one third of the total direct compensation package
    and none of the Chairman and Chief Executive Officer or other
    Named Executive Officers is paid a salary that exceeds the
    allowable deductible maximum of $1,000,000. LTIP awards and
    non-qualified stock options are also provided under a
    shareholder-approved plan that is intended to meet the
    requirements for deductibility. Perquisites and special benefits
    are generally limited in use and value. All compensation paid to
    each Named Executive Officer in 2009 was intended to be
    deductible, with the exception of RSUs granted in December 2009.
    Internal Revenue Code Section 409A:  All
    programs have been reviewed by counsel to verify that either
    they are not considered deferred compensation under the
    Section 409A definitions, or they comply with the 19




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deferred compensation rules in Section 409A. As a result,
    the Company does not anticipate employees to be subject to any
    tax penalties under Section 409A.  
    FASB ASC Topic 718:  The Company adopted the
    rules now codified as Financial Accounting Standards Board
    Accounting Standards Codification Topic 718,
    Compensation  Stock Compensation (FASB ASC
    Topic 718) beginning in fiscal year 2006. In determining
    option and RSU awards, the Compensation Committee considers the
    potential expense of those programs under FASB ASC Topic 718 and
    its impact on earnings per share. The Compensation Committee
    concluded that the expense associated with executive
    compensation in 2009 was appropriate, given competitive
    compensation practices in the industry, the Companys
    performance, and the motivational and retention effect of the
    awards.  Conclusions
    
    Competitive benchmarking indicates that our executive
    compensation levels (both base salaries and total direct
    compensation) are administered in a manner consistent with the
    Companys total direct compensation philosophy.
    Total direct compensation is highly dependent on Company and
    business unit performance, through a compensation mix that
    emphasizes performance-based pay, low levels of perquisites and
    special benefits other than those that are business-related,
    formula-based annual and long-term incentive awards, RSUs, stock
    options, and share ownership guidelines.
    The economic interests of the executive officers are aligned
    with those of shareholders through the opportunity for an
    accumulation of a significant equity stake, facilitated by RSUs,
    DSUs, stock options and stock ownership guidelines.
    The Companys executive retention objectives are achieved
    at reasonable cost through the TPAs, the Supplemental Executive
    Retirement Plan and competitive vesting schedules for RSUs,
    stock options and restricted stock awards.
    The cost and dilution of equity award programs are reasonable in
    light of the Companys size, industry, and performance. 20




---



##### Table of Contents



Summary
    Compensation Table
        Change inPension Valueand NonqualifiedNon-Equity


DeferredStock


Option


Incentive Plan


Compensation


All OtherName and Principal Position




Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


Totala


b (1)


c (2)


d (2)


e (3)


f (4)


g (5)


hDavid J. Shea 


2009


$
700,000


$
0


$
260,600


$
335,000


$
596,400


$
3,557,826


$
81,692


$
5,531,518Chairman & CEO


2008


$
699,519


$
0


$
1,371,652


$
332,000


$
0


$
252,577


$
100,396


$
2,756,1452007


$
575,000


$
0


$
0


$
0


$
690,000


$
676,989


$
74,198


$
2,016,187John J. Walker 


2009


$
400,000


$
0


$
97,725


$
146,563


$
184,600


$
291,677


$
28,426


$
1,148,991Senior Vice President,


2008


$
399,750


$
0


$
459,250


$
149,400


$
0


$
99,911


$
56,153


$
1,164,464Chief Financial Officer


2007


$
335,000


$
0


$
0


$
0


$
217,800


$
223,799


$
19,468


$
796,067William P. Penders 


2009


$
400,000


$
0


$
114,013


$
146,563


$
213,000


$
732,224


$
47,752


$
1,653,551President


2008


$
399,866


$
0


$
678,369


$
199,200


$
0


$
111,947


$
59,464


$
1,448,8462007


$
365,000


$
0


$
179,050


$
0


$
343,620


$
403,694


$
39,543


$
1,330,907Susan W. Cummiskey 


2009


$
315,000


$
0


$
68,408


$
87,938


$
134,200


$
387,773


$
20,797


$
1,014,115Senior Vice President,


2008


$
314,969


$
0


$
329,564


$
91,025


$
0


$
41,777


$
38,523


$
815,858Human Resources


2007


$
307,000


$
0


$
0


$
0


$
184,200


$
252,259


$
34,672


$
778,132Scott L. Spitzer 


2009


$
310,000


$
0


$
68,408


$
87,938


$
132,100


$
479,086


$
26,732


$
1,104,263Senior Vice President,


2008


$
309,923


$
0


$
329,564


$
74,700


$
0


$
104,686


$
35,238


$
854,111General Counsel and Corporate Secretary


2007


$
290,000


$
0


$
0


$
0


$
174,000


$
447,716


$
29,961


$
941,677     Notes:
  (1)
    
    The Named Executive Officers were not entitled to receive
    Bonus payments unrelated to performance.(2)
    
    The amounts in columns (c) and (d) are the aggregate
    grant date fair value. The amounts are consistent with the grant
    date estimates of compensation cost (excluding the effect of
    forfeitures) under FASB Topic ASC 718. Assumptions used in
    the calculation of these amounts are included in footnotes
    (1) and (18) to the Companys audited financial
    statements for the year ended December 31, 2009 which is
    included in the Companys Annual Report on Form 10-K
    filed with the SEC on March 2, 2010.  Amounts related to
    the 2008 Long-Term Equity Incentive Plan award reflected in
    column (c), (Mr. Shea, $884,917; Mr. Walker, $331,600;
    Mr. Penders, $359,244; Ms. Cummiskey, $221,061; and
    Mr. Spitzer, $221,061) were canceled and not paid. Amounts
    related to the 2007 LTEIP award reflected in column (c)
    (Mr. Penders, $179,050) were paid out.(3)
    
    The amounts in column (e) reflect the cash awards to the
    Named Executive Officers paid under the AIP described on
    page 17 under the section Annual Incentive Plan.(4)
    
    The amounts in column (f) reflect the actuarial increase in
    the present value of the Named Executive Officers
    accumulated benefit under all the pension plans established by
    the Company, determined using the interest rate and mortality
    rate assumptions consistent with those used in the
    Companys financial statements and including amounts which
    the Named Executive Officers may not currently be entitled to
    receive because such amounts 21




---



##### Table of Contents



are not vested. No earnings on non-qualified deferred
    compensation are considered above-market or
    preferential and, accordingly, no such earnings are reflected in
    this column.(5)
    
    The amounts shown in column (g) for 2009 reflect for each
    Named Executive Officer the below described payments:  (A)
    An auto allowance paid monthly to one of the Named Executive
    Officers. In 2009, Mr. Spitzer received $11,818.  (B)
    The imputed income related to the automobiles owned by the
    company that are attributable to the personal use of three of
    the Named Executive Officers. Mr. Sheas,
    Mr. Penders and Ms. Cummiskeys automobiles
    were purchased in 2006. Mr. Walkers automobile was
    purchased in 2008 and he took possession of the automobile as of
    September 1, 2008.  (C)
    Any employee who waives medical coverage under the
    Companys medical plan receives a $500 payment in lieu of
    the coverage. The payment may be received in cash or is
    contributed to the employees flexible spending account.
    Mr. Walker is the only one of the Named Executive Officers
    who received this payment in 2009.  (D)
    Matching contributions allocated to each of the Named Executive
    Officers pursuant to the Companys 401(k) Savings Plan and
    the excess benefit under the Deferred Award Plan are described
    in the section titled 2009 Non-Qualified Deferred
    Compensation on page 27. For 2009, the Named
    Executive Officers received ERISA excess benefits (for the 2008
    plan year) in the following amounts: Mr. Shea 
    $68,105; Mr. Penders  $30,160;
    Mr. Walker  $22,763;
    Ms. Cummiskey  $15,809; and
    Mr. Spitzer  $14,914. For the 2009 plan year,
    matching contributions were suspended and the Named Executive
    Officers did not receive an ERISA excess benefit in 2010.  (E)
    The cost to the Company of club memberships provided to
    Mr. Shea and Mr. Penders. The annual cost for
    Mr. Shea was $5,196 and the annual cost for
    Mr. Penders was $12,741 in 2009. Both of the clubs are used
    for business and personal purposes.  2009
    Grants of Plan-Based Awards
  All Other

All OtherStock

Options



ClosingAwards:

Awards:

Exercise

Market

Grant DateEstimated Future Payouts Under

Number of

Number of

or Base

Price for

Fair Value ofNon-Equity Incentive Plan

Shares of

Securities

Price of

Grant Date

Stock andGrant

Awards

Stock or

Underlying

Option

of Option

OptionName

Date

Threshold

Target

Maximum

Units

Option

Awards

Awards

Awardsa

c(1)

d(1)

e(1)

f(2)

g(3)

h(3)

i(4)

j(5)David J. Shea

January 14, 2009

$
420,000


$
840,000


$
1,680,000March 25, 2009

$
1,330,000


$
2,660,000


$
5,320,000December 9, 2009














40,000














$
260,600December 9, 2009


















100,000


$
6.515


$
6.46


$
335,000John J. Walker

January 14, 2009

$
130,000


$
260,000


$
520,000March 25, 2009

$
500,000


$
1,000,000


$
2,000,000December 9, 2009














15,000














$
97,725December 9, 2009


















43,750


$
6.515


$
6.46


$
146,563William P. Penders

January 14, 2009

$
150,000


$
300,000


$
600,000March 25, 2009

$
500,000


$
1,000,000


$
2,000,000December 9, 2009














17,500














$
114,013December 9, 2009


















43,750


$
6.515


$
6.46


$
146,563Susan W. Cummiskey

January 14, 2009

$
94,500


$
189,000


$
378,000March 25, 2009

$
362,250


$
724,500


$
1,449,000December 9, 2009














10,500














$
68,408December 9, 2009


















26,250


$
6.515


$
6.46


$
87,938Scott L. Spitzer

January 14, 2009

$
93,000


$
186,000


$
372,000March 25, 2009

$
356,500


$
713,000


$
1,426,000December 9, 2009














10,500














$
68,408December 9, 2009


















26,250


$
6.515


$
6.46


$
87,938  22




---



##### Table of Contents



Notes:
  (1)
    
    The amounts shown in these columns reflect the threshold,
    target, and maximum payments under the Companys AIP, as
    described on page 17, and the LTIP as described on
    page 18, respectively. The threshold is 50% of the target
    in column d and the maximum is 200% of the target in column (d).(2)
    
    RSUs were granted to the Named Executive Officers pursuant to
    the Companys 1999 Incentive Compensation Plan. These RSUs
    will vest 25% on each of the first four anniversaries of the
    grant date.(3)
    
    These amounts include grants of Incentive Stock Options
    (ISOs) under the Companys 1999 Incentive
    Compensation Plan. Each option permits the grantee to purchase
    shares of common stock at their FMV on the date of the grant.
    These ISOs will vest 25% on each of the first four anniversaries
    of the grant date. Each option will expire on the seventh
    anniversary of the grant date or earlier under certain
    circumstances as outlined in the stock option agreement.(4)
    
    The closing market price is shown here if it is lower than the
    exercise price on the grant date. It is lower than the exercise
    price for all options granted because the exercise prices are
    equal to the fair market value as defined above in
    footnote 3.(5)
    
    These amounts represent the grant date fair value of the awards.
    Assumptions used in the calculation of these amounts are
    included in footnotes (1) and (18) of the
    Companys audited financial statements for the fiscal year
    ended December 31, 2009, which are included in the
    Companys Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 2, 2010.  2009
    Outstanding Equity Awards at Fiscal Year-End
  Option Awards(1)

Stock AwardsEquityEquity

IncentiveIncentive

PlanEquity









Plan

Awards:Incentive









Awards:

Market orPlan









Number of

Payout ofAwards:







Market

Unearned

UnearnedNumber of





Number of

Value of

Shares,

Shares,Number of

Number of

Securities





Shares or

Shares or

Units or

Units orSecurities

Securities

Underlying





Units of

Units of

Other

OtherUnderlying

Underlying

Unexercised





Stock that

Stock

Rights

RightsUnexercised

Unexercised

Unearned

Option

Option

have not

that have

that have

thatOptions (#)

Options (#)

Options

Exercise

Expiration

Vested

not Vested

not

have notName

Exercisable

Unexerciseable

Unexercisable

Price

Date

(4)

(4)

Vested

Vesteda

b

c

d

e

f

g

h

iDavid J. Shea


38,100



0



0


$
8.84375



December 12, 2010
(2)


28,315


$
189,14450,000



150,000



0


$
4.04500



December 9, 2015
(3)


40,000


$
267,2000



100,000



0


$
6.51500



December 8, 2016
(3)John J. Walker


22,500



67,500



0


$
4.04500



December 9, 2015
(3)


7,696


$
51,4090



43,750



0


$
6.51500



December 8, 2016
(3)


15,000


$
100,200William P. Penders


30,000



90,000



0


$
4.04500



December 9, 2015
(3)


19,241


$
128,5300



43,750



0


$
6.51500



December 8, 2016
(3)


17,500


$
116,900Susan W. Cummiskey


43,800



0



0


$
8.84375



December 12, 2010
(2)


6,542


$
43,70113,750



41,250



0


$
4.04500



December 9, 2015
(3)


10,500


$
70,1400



26,250



0


$
6.51500



December 8, 2016
(3)Scott L. Spitzer


11,250



33,750



0


$
4.04500



December 9, 2015
(3)


6,542


$
43,7010



26,250



0


$
6.51500



December 8, 2016
(3)


10,500


$
70,140     Notes:
  (1)
    
    This portion of the table lists all options granted to the Named
    Executive Officers that have unexercised shares.(2)
    
    These options vested at a rate of 50% per year over the first
    two years of the ten year option term.(3)
    
    These options vested over a rate of 25% per year over the first
    four years of the seven year option term.(4)
    
    This portion of the table lists all restricted stock and RSUs
    under the 1999 Incentive Compensation Plan including grants made
    in and prior to 2009. The market value of shares that have not
    vested was determined by applying a per-share price equal to the
    closing price of the stock on the last trading day of 2009,
    which was $6.68. 23




---



##### Table of Contents



2009
    Options Exercised and Stock Vested
    Option Awards

Stock AwardsNumber ofSharesNumber of Shares

Value Realized

Acquired on

Value RealizedAcquired on Exercise

on Exercise

Vesting(1)

on VestingName

a

b

c

dDavid J. Shea


0


$
0



7,034
(2)

$
45,158Scott L. Spitzer


0


$
0



3,622
(3)

$
25,865     Notes:
  (1)
    
    These amounts include restricted stock and/or RSUs credited to
    the Named Executive Officer on outstanding restricted shares
    under the Companys dividend reinvestment plan.(2)
    
    For Mr. Shea, restrictions lapsed on December 14, 2009
    with respect to 6,667 shares from his grant on
    December 14, 2006.(3)
    
    For Mr. Spitzer, restrictions lapsed on September 21,
    2009 with respect to 3,457 shares from his grant on
    September 21, 2006.  2009
    Pension Benefits
    Retirement
    Plan Potential Annual Payments and Benefits
  Number of Years of

Present Value of

Payments DuringName

Plan Name

Credited Service

Accumulated Benefit

Last Fiscal Year 2009a(1)

b(2)

c(3)

d(4)

e(5)David J. Shea

Pension Plan


2.000


$
14,819



0SERP


20.000


$
6,211,457



0Total





$
6,226,276



0John J. Walker

Pension Plan


2.000


$
14,788



0SERP


4.500


$
600,599



0Total





$
615,387



0William P. Penders

Pension Plan


23.833


$
309,675



0SERP


20.000


$
2,342,932



0Total





$
2,652,607



0Susan W. Cummiskey

Pension Plan


12.833


$
187,707



0SERP


20.000


$
1,770,731



0Total





$
1,958,438



0Scott L. Spitzer

Pension Plan


8.667


$
113,102



0SERP


17.333


$
1,507,827



0Total





$
1,620,929



0  24




---



##### Table of Contents



Notes:
  (1)
    
    Mr. Spitzer and Ms. Cummiskey are the only Named
    Executive Officers who have met the age 55 and five years
    of service criteria and are eligible for early retirement.(2)
    
    This column reflects the name of the plan.(3)
    
    The number of years of credited service under the plan as
    discussed below.(4)
    
    Actuarial present values are based on the same assumptions used
    to prepare the financial disclosure information included in the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2009 and are in accordance
    with generally accepted accounting principles. As of
    December 31, 2009, discount rates of 6.0% and 4.75% were
    used in the valuations of the Pension Plan and the SERP,
    respectively. The discount rate was 6.25% for both plans as of
    December 31, 2008.(5)
    
    Amount of payments or benefits paid during the last completed
    fiscal year.  10-year
       25




---



##### Table of Contents



2009
    Non-Qualified Deferred Compensation
      
    Long-Term Performance Plan.  This plan was
    terminated December 31, 2005. Prior to December 31,
    2005, each Named Executive Officer participating in the plan was
    permitted to elect to receive his or her individual award under
    the plan either in cash or in DSUs, but he or she must take DSUs
    for any additional award reflecting achievement in excess of the
    goals. 26




---



##### Table of Contents




    Deferred Award Plan.  This plan governs the
    deferral of other components of executive compensation, again in
    the form of DSUs. First, under the Companys AIP, any
    amount earned in excess of the target incentive award must be
    paid in the form of DSUs. Second, if the Internal Revenue Code
    does not permit the Company to take a tax deduction for a
    particular cash bonus payment, deferral of that payment is
    mandatory. In both cases, the plan provides that the executive
    will receive DSUs equivalent in value to 120% of the portion of
    his or her incentive award which is subject to deferral. Third,
    if a contribution the Company makes under the 401(k) Savings
    Plan for the benefit of a particular executive would exceed the
    limit imposed by the ERISA, then the Company makes only the
    allowable contribution to the executives account and
    converts the balance into DSUs. In the latter case the
    Companys Excess ERISA Plan provides for income taxes on
    the disallowed portion by awarding DSUs equivalent to 140% of
    the amount by which the contribution would have exceeded the
    allowable limit. The 2008 contribution (made in March
    2009) was not converted to DSUs and was credited to a
    deferred account in cash which will be credited with interest at
    the rate of 120% of the long term applicable federal rate as
    published by the IRS.    2009
    Non-Qualified Deferred Compensation
  Executive

Registrant



AggregateContributions in

Contributions in

Aggregate Earnings

Withdrawals/

Aggregate BalanceLast Fiscal Year

Last Fiscal Year

in Last Fiscal Year

Distributions

at Last Fiscal YearName

a(1)

b(2)

c(3)

d(4)

e(5)David J. Shea

$
0


$
89,134


$
108,917


$
0


$
617,295John J. Walker

$
0


$
31,630


$
10,042


$
0


$
43,983William P. Penders

$
0


$
52,328


$
33,173


$
0


$
145,367Susan W. Cummiskey

$
0


$
23,346


$
30,508


$
0


$
234,909Scott L. Spitzer

$
0


$
22,451


$
13,300


$
0


$
52,351     Notes:
  (1)
    
    This column was intentionally left blank.(2)
    
    This amount reflects the ERISA excess benefit credited in 2009,
    the FMV of RSUs that vested in 2009 but remain outstanding, and
    dividends credited to unvested RSUs. The ERISA excess benefit
    was also reported in the All Other Compensation column of the
    Summary Compensation Table on page 21. Note that no ERISA
    excess benefit was provided in 2010 for the 2009 plan year.(3)
    
    This amount reflects the change in value from the vesting date
    to the fiscal year-end for DSUs and vested, but outstanding
    RSUs, and dividends and interest credited to DSUs and vested,
    but outstanding RSUs. No earnings on non-qualified deferred
    compensation are considered above-market or
    preferential and, accordingly, no such earnings have been
    reflected in the Summary Compensation Table.(4)
    
    This column reflects withdrawals and distributions to employees
    who have left the Company.(5)
    
    This amount reflects the market value of the full number of
    vested, but outstanding RSUs and DSUs credited to each Named
    Executive Officer. The market value of shares that have not been
    delivered or vested was determined by applying a per-share price
    equal to the closing price of the stock on the last trading day
    of 2009, which was $6.68. The amounts reported in Registrant
    Contributions in the Last Fiscal Year include amounts reported
    as All Other Compensation in the Summary Compensation Table as
    follows, (Mr. Shea  $68,105,
    Mr. Penders  $30,160,
    Mr. Walker  $22,763,
    Ms. Cummiskey  $15,809, and
    Mr. Spitzer  $14,914).  Termination
    Protection Agreements
   27




---



##### Table of Contents




    a change in the composition of the Board of Directors within any
    12 month period with directors whose appointment or
    election is not endorsed by a majority of the Board before the
    date of appointment or election;
    any person or group acquires ownership of 50% or more of the
    total fair market value or the total voting power of the
    Companys outstanding securities;
    any person or group acquires ownership within a 12 month
    period of assets of the Company that have a total gross fair
    market value of 40% or more of the total gross fair market value
    of all the assets of the Company immediately before the
    acquisition(s); or
    any person or group acquires within a 12 month period
    ownership of 30% or more of the total voting power of the
    Companys outstanding securities.      
    Two times the sum of the executives base salary and target
    annual incentive award;
    A pro rata target incentive award based on the portion of the
    plan year or performance cycle worked prior to the termination
    date;
    An additional one year of service and age under any of the
    Companys pension plans;
    Continuation of welfare (medical, dental, life insurance,
    disability insurance, and accidental death and dismemberment
    insurance) benefits for a period of up to two years (less if the
    executive commences full-time employment within the two year
    period); and
    An additional amount to cover the payment by the executive of
    any excise taxes as well as any income and employment taxes on
    the additional amount.      
    Immediate lapsing of exercise restrictions on outstanding stock
    options upon a change in control;
    Immediate lapsing of restrictions on sale of restricted
    shares; and
    A determination that, for any awards subject to performance
    conditions, the performance conditions will be deemed to be met. 28




---



##### Table of Contents



Potential
    Payments Upon Termination After Change in Control
    David J.


John J.


William P.


Susan W.


Scott L.Totals


Shea


Walker


Penders


Cummiskey


SpitzerContingent Payments(1)Severance (base and bonus)

$
7,800,000


$
3,080,000


$
1,320,000


$
1,400,000


$
1,008,000


$
992,0002009 LTIP

$
6,097,500


$
2,660,000


$
1,000,000


$
1,000,000


$
724,500


$
713,000Continuation of Health & Welfare Benefits

$
93,062


$
24,314


$
3,253


$
24,314


$
16,867



24,314Total Contingent Payments

$
13,990,562


$
5,764,314


$
2,323,253


$
2,424,314


$
1,749,367


$
1,729,314Cash Out Value of Unvested AwardsStock Options

$
1,047,493


$
411,750


$
185,084


$
244,370


$
113,025


$
93,264Restricted Stock

$
1,081,058


$
456,351


$
151,609


$
245,430


$
113,834


$
113,834Total Contingent Equity Awards

$
2,128,551


$
868,101


$
336,693


$
489,800


$
226,859


$
207,098Value of Gross Up Payment to Executive

$
6,946,188


$
2,888,338


$
1,249,667


$
1,069,729


$
810,237


$
928,216Defined Benefit Pension Lump Sum Payment

$
16,369,764


$
8,395,886


$
1,192,067


$
2,097,341


$
2,390,879


$
2,293,591Total Value of Separation Payments

$
39,435,065


$
17,916,639


$
5,101,680


$
6,081,184


$
5,177,342


$
5,158,219     Notes
  (1)
    
    Data represents the maximum aggregate amount as allowed by TPA.
    Maximum allowance amount was used for determining the value of
    gross-up payment to executives and may therefore overstate these
    values. The amounts listed above also do not include the value
    of outplacement services that the Company would expect to
    provide.  Cash Out
    Value of Acceleration of Equity and Incentive Awards on Change
    in Control
  and/or
  David J.


John J.


William P.


Susan W.


Scott L.Totals


Shea


Walker


Penders


Cummiskey


SpitzerContingent Payments2009 LTIP

$
6,097,500


$
2,660,000


$
1,000,000


$
1,000,000


$
724,500


$
713,000Cash Out Value of Unvested AwardsStock Options

$
1,047,493


$
411,750


$
185,084


$
244,370


$
113,025


$
93,264Restricted Stock

$
1,081,058


$
456,351


$
151,609


$
245,430


$
113,834


$
113,834Total Contingent Equity Awards

$
2,128,551


$
868,101


$
336,693


$
489,800


$
226,859


$
207,098Value of Gross Up Payment to Executive

$
0


$
0


$
0


$
0


$
0


$
0Total Value of Separation Payments

$
8,226,051


$
3,528,101


$
1,336,693


$
1,489,800


$
951,359


$
920,098  29




---



##### Table of Contents



Compensation
    of Directors
             30




---



##### Table of Contents



2009 Director
    Compensation Table
  Change inPensionValue andFees







NonqualifiedEarned or





Non-Equity

DeferredPaid in

Stock

Option

Incentive Plan

Compensation

All OtherCash

Awards

Awards

Compensation

Earnings

Compensation

TotalName

a(1)

b(2)

c(3)

d(4)

e(4)

f

gCarl J. Crosetto

$
0


$
0


$
0


$
0


$
0


$
255,000
(5)

$
255,000Douglas B. Fox

$
104,197


$
45,223


$
0


$
0


$
0






$
149,420Marcia Hooper

$
106,448


$
46,952


$
0


$
0


$
0






$
153,400Philip E. Kucera

$
83,019


$
52,381


$
0


$
0


$
0






$
135,400Stephen V. Murphy

$
113,000


$
48,900


$
0


$
0


$
0






$
161,900Gloria M. Portela

$
92,297


$
47,453


$
0


$
0


$
0






$
139,750H. Marshall Schwarz

$
152,431


$
32,169


$
0


$
0


$
0






$
184,600Lisa A. Stanley

$
82,186


$
62,814


$
0


$
0


$
0






$
145,000Vincent Tese

$
111,112


$
45,888


$
0


$
0


$
0






$
157,000Richard West

$
110,949


$
44,551


$
0


$
0


$
0






$
155,500     Notes:
  (1)
    
    This column includes annual retainers, committee retainers, and
    Board meeting fees paid in cash or voluntarily deferred into
    DSUs, including the 20% Company match on fees voluntarily
    deferred into DSUs or cash. The amounts voluntarily deferred are
    as follows: Mr. Fox, $34,200; Ms. Hooper, $57,000,
    Mr. Kucera, $42,000, Mr. Murphy $33,500,
    Ms. Portela, $46,000, Mr. Schwarz, $83,000;
    Mr. Tese, $60,000; and Mr. West, $58,750. All other
    amounts in this column were paid in cash.(2)
    
    This column reflects the value of the portion of the annual
    retainer that is required to be deferred into DSUs, as well as
    the Companys 20% match on all fees voluntarily deferred.
    These amounts represent the full grant date fair value for
    awards made in 2009; the expense for these awards has been
    recognized for financial statement reporting purposes for the
    fiscal year ended December 31, 2009 in accordance with FASB
    ASC Topic 718. Assumptions used in the calculation of these
    amounts are included in footnotes (1) and (18) to the
    Companys audited financial statements for the year ended
    December 31, 2009 which is included in the Companys
    Annual Report on
    Form 10-K
    filed with the SEC on March 2, 2010.(3)
    
    No stock options were granted to directors in the fiscal year
    ended December 31, 2009.(4)
    
    These columns were intentionally left blank. The Board of
    Directors does not receive non-equity incentive plan
    compensation, pension, or above-market or
    preferential nonqualified deferred compensation earnings.(5)
    
    Mr. Crosetto received an annual consulting fee of $255,000,
    in lieu of Board of Director retainers and fees, as previously
    explained.  31




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##### Table of Contents



Number ofSecurities UnderlyingNumber of

Unexercised OptionsVested DSUs at Last

Exercisable at LastFiscal Year End(1)

Fiscal Year End(2)Carl J. Crosetto


0



85,000Douglas B. Fox


49,635



42,572Marcia Hooper


29,960



26,275Philip E. Kucera


25,912



98,000Stephen V. Murphy


31,705



0Gloria M. Portela


54,166



27,129H. Marshall Schwarz


91,162



80,020Lisa A. Stanley


51,759



26,500Vincent Tese


67,454



85,786Richard R. West


80,934



51,819     (1)
    
    This column represents the aggregate number of vested DSUs held
    by each director at the end of the fiscal year. Included in
    these figures are shares that were either required to be
    deferred or were voluntarily deferred in 2009, the values of
    which are reported in the Directors Compensation Table above.(2)
    
    This column represents the aggregate number of stock options
    held by each director at the end of the fiscal year.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Securities
    Ownership of Certain Beneficial Owners
    Amount of





Nature ofBeneficial


Percent of


BeneficialStockholder

Address

Ownership


Outstanding


OwnershipDimensional Fund Advisors LP(1)

Palisades West Bldg 1,
    6300 Bee Cave Rd
    Austin, TX 78746


2,324,824



5.80
%

sole voting and dispositive powerRobeco Investment Management, Inc.(2)

909 Third Ave
    New York, NY 10022


2,521,282



6.30
%

shared voting and dispositive powerCapital World Investors(3)

333 South Hope Street
    Los Angeles, CA 90071


2,600,000



6.50
%

sole voting and dispositive powerBlackRock, Inc.(4)

40 East 52nd Street,
    New York, NY, 10022


2,990,875



7.50
%

sole voting & dispositive power     Notes:
  (1)
    
    Dimensional Fund Advisors Inc. is an investment advisor and
    serves as an investment manager of certain funds. The number
    shown in the Amount of beneficial ownership column represents
    the total number of shares of its common stock. 32




---



##### Table of Contents



(2)
    
    Robeco Investment Management, Inc. is an investment advisor. The
    numbers shown in the Amount of beneficial ownership column
    represents the total number of shares of its common stock.(3)
    
    Capital World Investors. (Capital) is an investment
    advisor. The clients of Capital have the right to receive or the
    power to direct the receipt of dividends, or the proceeds from
    the sale of its common stock.(4)
    
    BlackRock, Inc. (Blackrock) is an investment
    advisor. The clients of BlackRock have the right to receive or
    the power to direct the receipt of dividends, or the proceeds
    from the sale of its common stock.  Stock
    Ownership of Management
      Beneficial Ownership(1)Name or groupCarl C. Crosetto


119,779
(2)Susan W. Cummiskey


132,831
(3)Douglas B. Fox


110,816
(4)Philip E. Kucera


205,035
(5)Marcia J. Hooper


56,509
(6)Stephen V. Murphy


31,995
(7)William P. Penders


135,667
(8)Gloria M. Portela


83,840
(9)H. Marshall Schwarz


170,703
(10)David J. Shea


381,428
(11)Scott L. Spitzer


63,579
(12)Lisa A. Stanley


269,369
(13)Vincent Tese


147,356
(14)John J. Walker


91,523
(15)Richard R. West


186,853
(16)All directors and corporate officers as a group


2,296,588
(17)     Notes:
  (1)
    
    The beneficial ownership reported in the table is direct unless
    otherwise noted. The Company understands that each individual
    named has sole power to vote or to dispose of the shares. The
    shares reported in the table include these forms of ownership:  
    Shares of common stock beneficially owned as of March 15,
    2010, either on the records of the Company or in street name,
    Shares subject to stock options exercisable as of March 15,
    2010, or which will become exercisable within 60 days after
    March 15, 2010, 33




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##### Table of Contents




    Shares owned indirectly through the Bowne Stock Fund in the
    401(k) Savings Plan, determined March 15, 2010,
    RSUs awarded to individual executives under the 1999 Incentive
    Compensation Plan who are eligible for retirement on
    March 15, 2010, or which will become vested within
    60 days of March 15, 2010,
    DSUs awarded to individual executives under the Long-Term
    Performance Plan or the Deferred Award Plan, and
    DSUs credited to individual non-employee directors under the
    Stock Plan for Directors or the 1999 Incentive Compensation
    Plan, including units resulting from the conversion of cash
    retirement benefits that accrued to individual directors prior
    to the effective date of the Stock Plan for Directors, as well
    as units resulting from the one-time award made to each director
    elected after the Stock Plan for Directors went into effect in
    1997.    2)
    
    Includes 34,779 shares owned and options to purchase
    85,000 shares.3)
    
    Includes 42,793 shares owned, options to purchase
    57,550 shares, 4,250 RSUs, 27,104 DSUs, and
    1,134 shares held in the Bowne Stock Fund in the 401(k)
    Savings Plan.4)
    
    Includes 18,155 shares owned, options to purchase
    42,572 shares and 50,089 DSUs under the Stock Plan for
    Directors.5)
    
    Includes 80,886 shares owned, options to purchase
    98,000 shares and 26,149 DSUs under the Stock Plan for
    Directors.6)
    
    Includes options to purchase 26,275 shares and 30,234 DSUs
    under the Stock Plan for Directors.7)
    
    Includes 31,995 DSUs under the Stock Plan for Directors.8)
    
    Includes 76,423 shares owned, options to purchase
    30,000 shares, 8,962 DSUs, and 20,282 shares held in
    the Bowne Stock Fund in the 401(k) Savings Plan.9)
    
    Includes 2,050 shares owned, options to purchase
    27,129 shares, and 54,661 DSUs under the Stock Plan for
    Directors.10)
    
    Includes 5,187 shares owned, options to purchase
    73,520 shares, and 91,996 DSUs under the Stock Plan for
    Directors.11)
    
    Includes 156,113 shares owned, options to purchase
    88,100 shares, 62,761 DSUs and 74,454 shares held in
    the Bowne Stock Fund in the 401(k) Savings Plan.12)
    
    Includes 45,441 shares owned, options to purchase
    11,250 shares, 4,250 RSUs, 2,485 DSUs, and 153 shares
    held in the Bowne Stock Fund in the 401(k) Savings Plan.13)
    
    Includes 197,135 shares owned, options to purchase
    20,000 shares, and 52,234 DSUs under the Stock Plan for
    Directors.14)
    
    Includes options to purchase 79,286 shares, and 68,070 DSUs
    under the Stock Plan for Directors.15)
    
    Includes 57,241 shares owned, options to purchase
    22,500 shares, 346 DSUs and 11,436 shares held in the
    Bowne Stock Fund in the 401(k) Savings Plan.16)
    
    Includes 59,860 shares owned, 45,319 options to purchase
    shares, and 81,674 DSUs under the Stock Plan for Directors.17)
    
    This group consists of 18 individuals. The shares reported in
    the table for the group include 80,690 shares owned by
    three corporate officers not named in the table, with options to
    purchase 18,750 shares, 5,465 DSUs, and 4,400 shares
    held in the Bowne Stock Fund of the 401(k) Savings Plan for the
    benefit of two of the three corporate officers not named in the
    table. 34




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions  Director
    Independence
  (www.bowne.com)
  Related
    Party Transactions Policy
  (www.bowne.com)
  Item 14.
    Principal
    Accounting Fees and Services  Audit
    Committee Pre-Approval Policies And Procedures
    Change In
    Accountant
   35




---



##### Table of Contents



Audit
    Services And Fees
    Audit
    Fees:
      Form 10-K, Form 10-Q,
  Audit-Related
    Fees:
      Tax
    Fees:
      All
    Other Fees:
   36




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Exhibits:
  ExhibitNumber



Description31
.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 Officer31
.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  37




---



##### Table of Contents



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   Chairman of the Board and
 Chief Executive Officer
 (Principal Executive Officer)
     SIGNATURES
    AND POWER OF ATTORNEY
    Signature

Title

Date/s/  David
    J. Shea(David
    J. Shea)

Chairman of the Board and
    Chief Executive Officer

April 20, 2010*(John
    J. Walker)

Senior Vice President and Chief Financial Officer (Principal
    Financial Officer)

April 20, 2010*(Richard
    Bambach, Jr.)

Vice President and Corporate Controller (Principal Accounting
    Officer)

April 20, 2010* (Carl J. Crosetto)

Director

April 20, 2010* (Douglas B. Fox)

Director

April 20, 2010*(Marcia J. Hooper)

Director

April 20, 2010* (Philip E. Kucera)

Director

April 20, 2010* (Stephen V. Murphy)

Director

April 20, 2010* (Gloria M. Portela)

Director

April 20, 2010 38




---



##### Table of Contents



Signature

Title

Date* (H. Marshall Schwarz)

Director

April 20, 2010* (Lisa A. Stanley)

Director

April 20, 2010* (Vincent Tese)

Director

April 20, 2010* (Richard R. West)

Director

April 20, 2010*By /s/  David
    J. Shea     David
    J. Shea     Attorney-in-fact  39