R.R. DONNELLEY & SONS COMPANY NON-EMPLOYEE DIRECTOR DEFERRED
This AGREEMENT made this _____ day of ________________, _____, by and between R.R.
DONNELLEY & SONS COMPANY, a Delaware corporation (hereinafter called the "Company"), and
___________________________ (hereinafter called "Director").
W I T N E S S E T H
WHEREAS, the Director is a member of the Board of Directors of the Company (the "Board"), or has been
nominated for election as a member of the Board;
WHEREAS, the Director is not an employee of the Company or any subsidiary of the Company; and
WHEREAS, the Company and the Director desire to enter into this Agreement with respect to compensation
earned by the Director from the Company for the period commencing with the calendar quarter beginning
immediately after the date hereof and continuing so long as the Director shall continue to serve as a director of the
Company or until terminated by the Board in accordance with Section 3 or by the Director in accordance with
NOW, THEREFORE, in consideration of the Director's service as a member of the Board, it is agreed:
1. As compensation for such services, the Company agrees to pay to the Director during the periods specified in
Section 2(d) and Section 2(e), as applicable, the aggregate amounts specified pursuant to Section 2.
2. (a) The Company shall set up on its books an interest account and/or a stock equivalent account in the name
of the Director as set forth in
Section 2(b) (the "Interest Account") and Section 2(c) (the "Stock Equivalent Account") , respectively:
(b) The Company shall credit to the Interest Account:
(i) An amount equal to ____ percent (____%) of the annual retainer fee for services as a director of the
Company, to be credited quarterly for each month or part thereof during which the Director serves as a director
of the Company subsequent to the effective date of this Agreement;
(ii) An amount equal to ____ percent (____%) of any fees for attendance at