Policy On Retirement Benefits, Phantom Stock Grants And Stock Options: Directors

Exhibit 10.1

POLICY ON PHANTOM STOCK AND CERTAIN PREVIOUSLY EARNED

RETIREMENT BENEFITS FOR DIRECTORS

(Effective January 1, 2009)

Phantom Stock

Pre-2005 Annual Phantom Stock Award On January 1 st of each calendar year before 2005 each non-employee director (a " Director" ) on the Board of Directors (the " Board" ) of R.R. Donnelley & Sons Company (the " Company" ) shall have credited to a phantom stock account established on the Company' s books and records on behalf of such Director the number of shares of phantom stock (carried to four decimal places) determined by dividing 65% of the annual retainer fee payable to Directors for such year by the fair market value of a share of common stock of the Company (" Common Stock" ) on the most recent trading day of the Common Stock occurring before such January 1 st ; provided that a Director may have elected as set forth in and pursuant to the R.R. Donnelley & Sons Company 2004 Performance Incentive Plan (the " Incentive Plan" ) to receive in lieu of crediting all or some of such shares of phantom stock to a phantom stock account an option to purchase shares of Common Stock under the Incentive Plan.

Dividends

On each regular quarterly cash dividend payment date in respect of a share of Common Stock, a Director' s phantom stock account shall be credited with a number of shares of phantom stock (carried to four decimal places) determined by dividing (i) the product of the number of shares of phantom stock credited to the Director' s phantom stock account as of the record date for such dividend multiplied by the per share amount of the dividend by (ii) the fair market value of a share of Common Stock on the dividend payment date. Stock Splits, Capitalization Events, etc.

In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular quarterly cash dividend, the number and class of phantom securities credited to a Director' s phantom stock account shall be appropriately adjusted by a committee designated by the Board. If any such adjustment would result in a fractional security being available under the Plan, such fractional security shall be disregarded and no payment shall be made.

Conversion to Cash Account

In connection with a Director' s termination of service on the Board, the value of the Director' s phantom stock account shall be converted to cash (determined by multiplying the number of shares of phantom stock in such account by the fair market value of a share of Common Stock on the effective date of such termination of service) as of the effective date of such Director' s termination of service, unless the Director elects to receive his or


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her phantom stock account in a single payment of whole shares of R.R. Donnelley & Sons common stock and cash in an amount equal to any fractional share. Each account to be paid out in installments shall be credited quarterly (beginning on the last day of the calendar quarter in which the Director terminates his or her service on the Board) with an amount of interest on the balance (including interest previously credited) at an annual rate equal to the yield on the last business day of the calendar quarter in which such termination of service occurred of the Five-Year Treasury Constant Maturity until such account is paid in full.

If, as a result of any merger, consolidation, exchange, re ...