RETIREMENT, CONSULTING AND RELEASE AGREEMENT
This Retirement, Consulting and Release Agreement ("Agreement") is entered into by and between R. R.
Donnelley & Sons Company ("Donnelley"), its affiliated entities, and their respective shareholders, directors,
officers and employees (Donnelley and such others collectively referred to as the "Company"), and Michael W.
Winkel (the "Executive") as of this 31st day of July, 2001.
WHEREAS, Donnelley has employed Executive as Executive Vice President and Chief Strategy Officer, and the
Company has designated Executive as a director and/or officer of certain subsidiaries;
WHEREAS, Executive has elected to retire from his employment and all offices he holds with the Company,
effective the close of business on August 10, 2001; and
WHEREAS, the Company and Executive mutually agree to end the employment relationship with Donnelley,
secure Executive's availability to provide consulting services to the Company in the future, secure a covenant not
to compete from Executive, and to settle any and all matters and potential claims on the terms and conditions and
for the compensation stated herein;
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the Company
and Executive agree as follows:
1. Executive shall remain on the payroll of Donnelley at his base salary through August 10, 2001 ("Retirement
Date") at which time his employment will terminate. For purposes of determining any obligations of Executive or
Donnelley under any other agreement between them, the Retirement Date shall be deemed to be the termination
of Executive's employment. Effective on the Retirement Date, Executive shall resign from any and all positions he
may hold with the Company. Executive's separation shall be deemed to be, and shall be, early retirement with the
consent of the Company for purposes of determining his rights under retirement, stock options, restricted stock
and other benefit plans and agreements maintained by or on beh