SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN - B FOR DESIGNATED EXECUTIVES OF MOORE CORPORATION LIMITED AND SUBSIDIARY COMPANIES Effective January 1, 2001 TABLE OF CONTENTS

"Beneficiary" means the person last designated on the appropriate form filed with Moore Corporation by the Executive to receive benefits in accordance with Article 7 of this Plan in the event of the death of the Executive.

"Board" means the Board of Directors of Moore Corporation Limited.

"Cause".  For purposes of this Agreement, Cause shall mean (a) the refusal or willful failure by the Executive to Substantially perform his duties and responsibilities within a reasonable time after demand for proper performance is delivered by the Company or an Affiliate that specifically identifies the manner in which the Company or Affiliate believes the Executive has not substantially performed his or her duties, (b) the Executive's dishonesty, misappropriation, or fraud with regard to the Company or its Affiliates or any of their property or businesses, (c) the Executive's breach of fiduciary duty owed to the Company or any of its Affiliates, (d) willful misconduct or gross negligence with regard to the Company or its Affiliates or any of their property, businesses or employees, including but not limited to carrying out his duties, (e) the refusal of the Executive to follow the written direction of the Board, the board of an Affiliate for which he is working or a more senior officer.

"Cessation of Employment" means the termination of the Executive's employment with the Company, whether by voluntary or involuntary separation, retirement or death, and shall only be deemed to occur after the end of any Disability period under Article 6 and after any severance payment period during which the Executive receives severance based on an amount determined with regard to his prior salary.  For greater certainty a severance period shall not include any period for which payment was made in a lump sum even if such period was the measuring factor.

"Change in Control" shall have the meaning described in Article 7.

"Committee" means the Compensation Committee of Moore Corporation, as the same shall be constituted from time to time.

"Company" means Moore Corporation and any wholly owned subsidiary and any other subsidiary designated by the Committee as long as such subsidiary remains a subsidiary of Moore Corporation.

"Disability" means disability as defined under the Moore Long Term Disability Plan in which the Executive is then participating.  Where the Executive is not a member of the Moore Long Term Disability Plan, Disability shall be as defined under the Moore Long Term Disability Plan.

"Executive" means an executive of the Company designated by the Board as a member of the Plan.

"Pensionable Earnings" means the amount of base earnings received by the Executive plus bonuses earned under the Company's short term incentive program (MBO).  For purposes of this Plan annual bonuses shall be included in Pensionable Earnings in the months in which they are paid.

"Plan" means the "Supplemental Executive Retirement Plan - B for Designated Executives of Moore Corporation Limited and Subsidiary Companies" organized and administered in accordance with the terms of this document as amended from time to time.

"Spouse" means the person who, at the Executive's Retirement Date, is the person eligible (other than as a result of a waiver of Spousal benefits) to receive any benefits payable under the Moore Life Insurance Plan then or last participated in to a spouse upon the death of the Executive, provided that in the event of any dispute as to the status of any person as a spouse, the determination of the Committee as to such status shall be final and binding upon all persons claiming a payment under this Plan.

Subject to Article 8, benefits under this Plan shall be payable only if the Executive has enrolled in the Moore Savings Plan and contributed the maximum amount allowed by law or other Plan restrictions, and has fulfilled all other conditions of this Plan.  The Executive will vest at 25% per year of Service and be fully vested if he has completed four (4) years of Service at his date of Cessation of Employment.  For further clarity, no benefit shall be provided under this Plan to the Executive whose employment with the Company is terminated prior to becoming vested.  Notwithstanding the above, the Executive shall be eligible for benefits on a Change in Control irrespective of actual Service.

For Service after January 1, 2001, the accumulated sum of 6% of the executive’s annual Pensionable Earnings that are in excess of the maximum annual savings plan earnings allowed by law under US Code

Section 401(a)(17).

Interest will be credited to each executive’s account on December 31 of each year, such rate being the prime interest rate at July 1 of each year.

Lump Sum Payment  

The vested benefit amount determined under Article 3 shall be payable in a lump sum as soon as practical following Cessation of Employment.

Death Benefits Prior to Retirement Date

In the event of the Disability of the Executive, for purposes of this Plan:

The Benefit described in Article 3.01 shall continue to accrue during the period of the Disability but not beyond attainment of age 65; and

Pensionable Earnings shall be deemed to continue at the annualized base salary rate in effect immediately prior to his period of Disability.

A "Change in Control" shall mean any of the following:

the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934), in the aggregate, of securities of Moore Corporation representing thirty percent (30%) or more of the total combined voting power of Moore Corporation's then issued and outstanding voting securities by any person or entity or group of associated persons or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934) acting in concert as of the date of this Plan (other than Moore Corporation's subsidiaries or any employee benefit plan of either) (a "Person"); or

the merger or consolidation of Moore Corporation with any Person other than

(i)a merger or consolidation which would result in the voting securities of Moore Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or more of the combined voting power of the voting securities of Moore Corporation or such surviving entity outstanding immediately after such merger or consolidation; or

(ii)a merger or consolidation effected to implement a recapitalization of Moore Corporation (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934), of securities representing more than the amounts set forth in paragraph (a) above; or

(c)the approval by the shareholders of Moore Corporation of any plan or proposal for the complete liquidation or dissolution of Moore Corporation or for the sale of all or substantially all of the assets of Moore Corporation (other than the sale of all or substantially all of the assets of Moore Corporation to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the voting securities of Moore Corporation at the time of the sale); or

during any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of Moore Corporation and any new director (other than a director designated by a person who has entered into Plan with Moore Corporation to effect a transaction described in paragraphs (a), (b), or (c) of this Section 9.01) whose election by the Board of Directors of Moore Corporation or nomination for election by Moore Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof.

If a Change in Control occurs, then, any accrued benefit will be payable to the executive whether or not he has satisfied the vesting requirement in Article 2.

Forfeiture of Benefits

(a)The Executive is discharged from employment with the Company for cause.  Where the Executive has a written employment contract, cause shall be as defined in the employment contract.  Where the Executive does not have a written employment contract, Cause shall be as defined herein; or

the Executive performs acts which would be Cause (as defined herein) prior to Cessation of Employment, and such acts are discovered by the Company at any time prior to the date of death of the Executive; or

the Executive enters into Competition with the Company following Cessation of Employment.  For the purposes of this paragraph Competition is defined in Section 10.02.

Competition

"Competition" shall mean:

(i)participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever within the United States of America, Canada, or in any country where the Company does business in a business in competition with any business conducted by the Company provided, however, that such participation shall not include any activity engaged in with the prior written approval of the chief executive officer of Moore Corporation; or

(ii)recruiting, soliciting or inducing, directly or indirectly, any non-clerical employee or employees of the Company to terminate their employment or otherwise cease their relationship with, the Company or hiring, retaining,  or assisting another person or entity to hire or retain any non-clerical employee of the Company or any person who within six months before had been a non-clerical employee of the Company. Notwithstanding the foregoing, if requested by an entity with which the Executive is not affiliated, the Executive may serve as a reference for any person who at the time of the request is not an employee of the Company.

If any restriction set forth with regard to Competition is found by any court of competent jurisdiction, or an arbitrator, to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

Funding

Benefits under this Plan shall not be funded or otherwise secured nor shall assets or monies be segregated or set aside to pay benefits hereunder, but the same shall be payable by Moore Corporation out of its general assets as and when they become due as provided herein.  The Executive's interest in his benefits under this Plan, and the interest of his surviving Spouse, Beneficiary or estate, shall not be greater than that of a general  unsecured creditor of Moore Corporation.  Nothing contained in this Plan or relating thereto shall constitute a guarantee by Moore Corporation or any other person that the assets of Moore Corporation will be sufficient to pay any benefit hereunder

Any dispute or controversy arising under or in connection with Moore Corporation's obligation to this Plan (other than as a result of a dispute under Section 8 hereof) shall be settled exclusively by arbitration, conducted before a single arbitrator in Stamford Connecticut, or such other jurisdiction as may be mutually agreed on by the Executive and Moore Corporation, in accordance with the rules of the American Arbitration Association then in effect, and judgment may be entered on the arbitrator's award in any court having jurisdiction.  The determination of the arbitrator shall be final and binding.  In the event of such an arbitration, Moore Corporation shall bear the costs of the American Arbitration Association and the arbitrator and, if the Executive's assertion is not frivolous or brought in bad faith as determined by the arbitrator, the Executive's reasonable legal fees and disbursements incurred in connection with such arbitration.  This provision shall not apply with regard to any other dispute, including a dispute as to whether or not Moore Corporation was entitled to forfeit a Executive's benefit under Section 8 hereof.

Amendment and Suspension

subject to Article 2 and Article 8, no such amendment or suspension shall reduce the accrued benefits hereunder of the Executive;

upon the Cessation of Employment after the effective date of this Plan's suspension, if the Executive is vested based on Service up to his Cessation of Employment, then the Executive shall be entitled to receive benefits hereunder, where such benefits are based on his Service and Earnings, as of the date of the suspension of the Plan;

upon the Cessation of Employment after the effective date of this Plan's suspension, if the Executive is not vested based on Service up to his Cessation of Employment, then the Executive shall not be entitled to receive benefits hereunder.

Termination

Administration

the determination of the Executive's Service, and Earnings and

computations of benefit amounts

No Guarantee of Employment

Non-Alienation of Benefits

Payment to Representatives

Timing of Payments

Claims Procedure

set forth the specific reason or reasons for the denial, making reference to the pertinent provisions of the Plan or of Plan documents on which the denial is based,

describe any additional material or information necessary to perfect the

claim, and explain why such material or information, if any, is necessary, and

inform the Executive or other payee making the claim of his right pursuant to this Section 11.07 to request review of the decision of the Committee.

Governing Law

Gender and Number

“For Service after January 1, 2001 and before January 1, 2005, the accumulated sum of 6% of the executive’s annual Pensionable Earnings that are in excess of the maximum annual savings plan earnings allowed by law under US Code Section 401(a)(17).”

‘MWNA’ means Moore Wallace North America, Inc., a Delaware Corporation.”

SERP B, so that the applicable terms of the Omnibus Amendment shall apply to the Plan Document, effective 11:59 p.m., Eastern Time, September 30, 2016; and

SERP B, to transfer sponsorship of SERP-B to LSC Communications US, LLC, effective at the Sponsorship Transfer Time;

Section 1.10 of the Plan Document (definition of “MWNA”), effective at the Sponsorship Transfer Time, is amended in its entirety as follows:

the Plan Document, effective at the Sponsorship Transfer Time, to replace all references in the Plan Document to “MWNA” with “LSC.”

the authority to control and manage the operation and

the discretionary authority or discretionary responsibility in

the exercise of discretionary authority or discretionary

the exercise of discretionary authority or discretionary control respecting management of the Plan or the Trust or the exercise of any authority or control respecting management or disposition of any assets of the Trust, within the meaning of Section 3(21)(A)(i) of ERISA, (d) the discretion to designate an Investment Manager, as described in Section 402(c)(3); or

the discretion to name or appoint a trustee under the Trust.

Vice President means the most recently elected Vice President, Benefits, of Donnelley or such other officer of Donnelley which from time to time assumes the responsibilities with respect to the Plan or Trust which are, on the day immediately prior to the date this Amendment is effective, allocated to the Vice President.  In the event of the temporary absence of Donnelley’s officer who would otherwise be the 'Vice President' under this Section, 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 or Trust (whether assigned a different title by Donnelley 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."

Authority.  The Company, through the authority vested in its Board, hereby establishes the Benefits Committee and enables the Benefits Committee to have:

the Authority or Discretion to act, to the extent provided in the Plan or Trust, on behalf of the Plan or Trust, but not on behalf of the Company; and

the power and authority to act, to the extent provided in the Plan or Trust, on behalf of the Company, but not on behalf of the Plan or Trust.

amend the Plan in any manner which, in the reasonable opinion of the Benefits Committee acting as the Company, does not have a material effect on cost to the Company of, or benefits in the aggregate under, the Plan;

identify any person or entity as a Named Fiduciary, and allocate to them their duties and responsibilities, in the manner provided herein;

determine what expenses, if any, related to the operation and administration of the Plan or Trust and the investment of Plan or Trust assets, will be paid from Employer assets, subject to applicable law;

establish such policies and make such delegations or designations as may be necessary or incidental to the Benefits Committee’s authority and control over the Plan or Trust acting as the Company;

retain, monitor and terminate such service providers and advisors as it considers appropriate to perform Employer activities with respect to the Plan or Trust and to delegate any of its duties, as appropriate, to such service providers and advisors; to determine appropriate fees for such service providers and advisors; and to ensure that appropriate contracts (under terms acceptable to the Benefits Committee acting as the Company) are signed and in

place with such service providers and advisors;

consult with legal counsel, independent consulting or evaluation firms, accountants, actuaries, or other advisors, as necessary, to perform its functions;

adopt, amend or terminate, in part or completely, a Trust document;

determine the funding policy for the Plan, including the level of contributions to be paid by Participants and whether benefits are self-funded or insured;

add a corporation or business entity as an Employer and remove a corporation or entity as an Employer, on such terms and in such manner as the Benefits Committee acting as the Company in its discretion will determine; and

take any other actions it deems necessary, incidental or desirable to the performance of the duties of the Benefits Committee acting as the Company, including the power to delegate that power to any persons.

The Benefits Committee acting as an Applicable Administrative Named Fiduciary, subject to subparagraph (2) hereof, has all the Authority or Discretion of an Administrative Named Fiduciary.  This grant of Authority or Discretion is exclusive, subject to the power of the Benefits Committee to allocate or delegate such Authority or Discretion pursuant to the procedures in the Plan, and includes, but is not limited to, Authority or Discretion to:

the extent provided in a Benefit Agreement, but only if it has been specifically designated in such agreement as being the responsibility of the Benefits Committee;

construe and apply the provisions of the Plan or Trust, including a determination of who is eligible to be a Participant or is otherwise eligible for coverage under the Plan, subject only to the terms and conditions of the Plan;

appoint and compensate such specialists (including attorneys, actuaries, consultants and accountants) to aid it in the administration of the Plan or Trust, and arrange for such other services, as the Benefits Committee acting as an Applicable Administrative Named Fiduciary considers necessary, appropriate or desirable in carrying out the

provisions of the Plan or Trust;

appoint and compensate an independent outside accountant to conduct such audits of the financial statements of the Plan or Trust as the Benefits Committee acting as an Applicable Administrative Named Fiduciary considers necessary, appropriate or desirable;

execute on behalf of the Plan or Trust, or to cause the Trustee to execute on behalf of the Plan or Trust, Benefit Agreements or other contracts which are legally enforceable and binding on the Plan or Trust, subject to ERISA and other applicable law;

formulate, adopt, issue and apply procedures and rules and change, alter or amend such procedures and rules in accordance with law and as may be consistent with the terms of the Plan or Trust;

be a final appeals Fiduciary under ERISA Section 503, to make a final determination with respect to any Claim;

settle or compromise any litigation against the Plan or Trust or against a Fiduciary with respect to which the Plan or Trust has an indemnity obligation; and

take any other actions necessary, incidental or desirable to the performance of the Authority or Discretion of the Benefits Committee.

The Benefits Committee will not be an Applicable Administrative Named Fiduciary whenever it acts as the Company and, notwithstanding any other term or provision of the Plan, Trust or any Benefit Agreement, the Benefits Committee will cease to be an Applicable Administrative Named Fiduciary with respect to any specified portion of Authority or Discretion, to the extent such Authority or Discretion has been identified or allocated to another Applicable Administrative Named Fiduciary pursuant to the procedure in the Plan or Trust.

The Benefits Committee acting as an Applicable Investment Named Fiduciary, subject to subparagraph (2) hereof, has all the Authority or Discretion of an Applicable Investment Named Fiduciary as set forth in the Trust, or if no Trust, the Authority or Discretion described in the Trust amendment set forth below.

The Benefits Committee will not be an Applicable Investment Named Fiduciary whenever it acts as the Company and, notwithstanding any other term or provision of the Plan, Trust or any Benefit Agreement, the Benefits Committee will cease to be an Applicable Investment Named Fiduciary with respect to any specified portion of Authority or Discretion, to the extent such Authority or Discretion has been identified or allocated to another Applicable Investment Named Fiduciary pursuant to the procedure in the Plan or Trust.

Procedure for Identification.  Subject to Section (e)(2), the Benefits Committee acting as the Company may from time to time identify a person to be a Named Fiduciary by (i) amending the Plan or Trust to specify in the Plan or Trust document (A) the name or position of the person identified, and (B) the Authority or Discretion with respect to which the person will be a Named Fiduciary; or (ii) referencing a Benefit Agreement as a means for specifying the Authority or Discretion with respect to which such person will be a Named Fiduciary, in which case the Benefits Committee acting as the Company may make such identification under this clause (ii) by use of an Exhibit to the Plan or such other method of taking action as the Benefits Committee acting as the Company may select.

No Identification of Employer.  Notwithstanding the procedure set forth in (1) above, the Benefits Committee may not identify an Employer or its board of directors as a Named Fiduciary.  Nor may the Benefits Committee identify any officer of an Employer or an Employee as a Named Fiduciary, except by making them a member of the Benefits Committee.

Delegations.  Subject to Section (g)(4), each Named Fiduciary may (i) delegate Authority or Discretion, other than trustee responsibilities as described in Section 405(c)(3) of ERISA unless the delegation is to an investment manager as defined in ERISA Section 3(38), to persons it designates, and (ii) make a change of delegated responsibilities. Each such delegation will either (i) if it relates to an individual employed by an Employer, specify the delegated person by name or by office and describe the Authority or Discretion delegated to such individual, or (ii) use a Benefit Agreement with such person as a means for specifying the Authority or Discretion delegated to such person.  The Benefits Committee acting as a Named Fiduciary may make such delegations by use of an Exhibit to the Plan or such other method of taking such action which the Benefits Committee acting as a Named Fiduciary may select.  Any Named Fiduciary, other than the Benefits Committee acting as a Named Fiduciary, may make such delegations only (i) in writing and (ii) after giving prior written Notice of such delegation to the Benefits Committee acting as a Named Fiduciary.  No person, other than an investment manager (as defined in Section 3(38) of ERISA), to whom Authority or Discretion has been properly delegated must consent to being a Fiduciary nor will it be necessary for the delegating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a contract, the person must be given Notification of the services to be performed and agree to perform, or perform, such services.  A permissible delegation of Authority or Discretion which is not implemented in the manner set forth herein will not be void; however, whether the delegating Named Fiduciary will have joint liability for acts of such person will be determined by applicable law.

Allocations.  Subject to Section (g)(4), the Benefits Committee acting as the Company may allocate Authority or Discretion, other than trustee responsibilities described in Section 405(c)(3) of ERISA, to a Named Fiduciary when it identifies such Named Fiduciary in the manner described in Section (e).  The Benefits Committee acting as a Named Fiduciary may allocate or reallocate Authority or Discretion, other than trustee responsibilities described in Section 405(c)(3) of ERISA, among Named Fiduciaries.  Each such allocation will either (i) if it relates to an individual employed by an Employer, specify the allocated person by name or by office and describe the Authority or Discretion allocated to such individual, or (ii) use a Benefit Agreement with

such person as a means for specifying the Authority or Discretion allocated to such person.  The Benefits Committee acting as a Named Fiduciary may make such allocations by use of an Exhibit to the Plan or such other method of taking such action which the Benefits Committee acting as a Named Fiduciary may select.  No person to whom Authority or Discretion has been properly allocated must consent to being a Fiduciary nor will it be necessary for the allocating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a contract, the person must be given Notification of the services to be performed and agree to perform, or perform, such services.  A permissible allocation of Authority or Discretion which is not implemented in the manner set forth herein will not be void; however, whether the allocating Named Fiduciary will have joint liability for acts of such person will be determined by applicable law.

Limit on Liability.  The allocation and delegation of Authority or Discretion pursuant to the terms of this Plan are intended to limit the liability of the (i) Benefits Committee acting as a Named Fiduciary, and (ii) each other Named Fiduciary, as appropriate, in accordance with the provisions of Section 405(c) of ERISA.

No Delegation or Allocation to Employer.  Notwithstanding the procedures set forth in (1) or (2) above, a Named Fiduciary may not delegate or allocate Authority or Discretion to the Company, an Employer, or their respective boards of directors, officers or employees; provided, however, that the Benefits Committee may allocate Authority or Discretion among the members of the Benefits Committee, and the Benefits Committee may delegate Authority or Discretion to officers of Employers or to Employees.

Information to be Supplied by Employer.  Each Employer will supply to the Benefits Committee acting as a Named Fiduciary, within a reasonable time of its request, the names of all Employees, their ages, their dates of hire, the names of all Employees who incur a termination of employment during any Plan Year and the dates of such terminations, and such other information in the Employer's possession as the Benefits Committee acting as a Named Fiduciary will from time to time request.  The Benefits Committee acting as a Named Fiduciary may rely conclusively on the information supplied to it by an Employer.

Discretion with respect to the Plan or Trust as an independent contractor and not as an agent of the Plan, any Employer, the Trust or the Benefits Committee.  No agency is intended to be created nor is the Benefits Committee empowered to create an agency relationship with a Fiduciary acting as a Fiduciary.  Except as provided in this Section (r), the Plan, the Trust, the Benefits Committee or another Fiduciary may act through agents.

The Claims Administrator 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 IV.4(b) below) within 90 days after Receipt of the Claim by the Claims Administrator.

The Claims Administrator 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 Claims Administrator expects to render a Benefit Determination.

the specific reason or reasons for the Adverse Benefit Determination;

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

description of any additional material or information necessary for

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.

The Appeal review will be conducted by the Claims Administrator, with or without the presence of the Claimant, as determined by the Claims Administrator in its discretion.  The Claims Administrator 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 Claims Administrator, 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.

The Claimant will be provided, upon request and free of charge, reasonable access to and copies of all Relevant Documents.

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

The Claims Administrator 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 Claims Administrator 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 Claims Administrator is required to make a decision shall be tolled by the Claims Administrator from the date on which the Notification is sent to the Claimant until the Claims Administrator has Received from the Claimant a response to the request for additional information.  If the Claimant fails to respond to the Claims Administrator’s request for additional information within a reasonable time, the Claims Administrator may, in its discretion, render a Benefit Determination on the Appeal based on the record before the Claims Administrator.

The Claims Administrator will provide a Claimant with written or electronic Notice of any Adverse Benefit Determination on the Appeal.

The specific reason or reasons for the Adverse Benefit Determination;

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

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

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.

such collective bargaining agreement maintains or incorporates by specific reference a grievance and arbitration procedure to which Appeals are subject, then Section IV.7 through and including Section IV.10 will not apply to such Appeal.

the authority to control and manage the operation and administration of the Plan or the Trust, within the meaning of Section 402(a)(1) of ERISA;

the discretionary authority or discretionary responsibility in the administration of the Plan or the Trust, within the meaning of Section 3(21)(A)(iii) of ERISA; or

the exercise of discretionary authority or discretionary control respecting management of the Plan or the Trust or the exercise of any authority or control respecting management or disposition of any assets of the Plan or Trust, within the meaning of Section 3(21)(A)(i) of ERISA, and with respect to any of the above, which is not within the Authority or Discretion of an Investment Named Fiduciary.

Applicable Investment Named Fiduciary means, with respect to any Authority or Discretion with respect to the Trust, the Investment Named Fiduciary to whom the Benefits Committee has allocated such Authority or Discretion for such matters, and if not allocated, the Benefits Committee acting as the Applicable Investment Named Fiduciary.  If the Benefits Committee has allocated or delegated Authority or Discretion, references in the Plan or Trust to the Benefits Committee acting as an Applicable Investment Named Fiduciary are deemed to refer to another Named Fiduciary to whom the relevant Authority or Discretion has been identified or allocated pursuant to the procedures of the Plan or, if applicable, to refer to a Fiduciary to whom the relevant Authority or Discretion has been delegated pursuant to the procedures in the Plan.

Authority or Discretion means (a) the authority, control or discretion with respect to the Plan or Trust which is identified or allocated to a Named Fiduciary under the terms of the Plan or Trust or a procedure in the Plan, or (b) the exercise of such authority, control or discretion by a Named Fiduciary.

Benefit Agreement means an administrative services agreement, third party administrator agreement, or other type of agreement to render services to, or on behalf of, the Plan, including agreements with the Plan or Trust, an Employer or a Named Fiduciary.

Fiduciary means (a) any individual or entity who performs a fiduciary function under the Plan as defined in accordance with Section 3(21) of ERISA; (b) such individual or entity which the Vice President, acting on behalf of the Company, designates to be a Named Fiduciary with respect to such person's authority to control and manage the operation and administration of the Plan or Trust; or (c) such individual or entity which a Named Fiduciary, acting on behalf of the Plan, designates to be a Fiduciary with respect to such person's authority to control and manage the operation and administration of the Plan or Trust.

the authority to control and manage the operation and administration of the Trust;

trustee responsibilities within the meaning of Section 405(c)(3) of ERISA that have been specifically made subject to the direction or Authority or Discretion of an Applicable Investment Named Fiduciary;

the exercise of discretionary authority or discretionary control respecting management of the Plan or the Trust or the exercise of any authority or control respecting management or disposition of any assets of the Trust, within the meaning of Section 3(21)(A)(i) of ERISA;

the discretion to designate an Investment Manager, as described in Section 402(c)(3); or

the discretion to name or appoint a trustee under the Trust.

Treasurer means the most recently elected Treasurer of R.R. Donnelley & Sons Company ("Donnelley") or such other officer of Donnelley which from time to time assumes the responsibilities with respect to the Plan which are, on the day immediately prior to the date this Amendment is effective, allocated to the Treasurer.  In the event of the temporary absence of Donnelley’s officer who would otherwise be the “Treasurer” under this Section, 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 or Trust (whether assigned a different title by Donnelley or not), or, in the absence of such a substitute or successor, the person to whom such Treasurer would report, will be the Treasurer.

Vice President means the most recently elected Vice President, Benefits, of Donnelley or such other officer of Donnelley which from time to time assumes the responsibilities with respect to the Plan or Trust which are, on the day immediately prior to the date this Amendment is effective, allocated to the Vice President.  In the event of the temporary absence of Donnelley’s officer who would otherwise be the 'Vice President' under this Section, 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 or Trust (whether assigned a different title by Donnelley or not), or, in the absence of such a substitute or successor, the

person to whom such Vice President would report, will be the VicePresident."

the Authority or Discretion to act, to the extent provided in the Plan or Trust, on behalf of the Plan or Trust, but not on behalf of the Company; and

the power and authority to act, to the extent provided in the Plan or Trust, on behalf of the Company, but not on behalf of the Plan or Trust.

Benefits Committee acting as the Company.  The Benefits Committee acting as the Company has all powers necessary, incidental or desirable to act as an Employer and all powers necessary, incidental or desirable to carrying out the duties and rights assigned by the Plan or Trust to the Benefits Committee acting as the Company.  This grant of power is nonexclusive and, by way of illustration and not limitation, these powers will include the power to:

amend the Plan in any manner which, in the reasonable opinion of the Benefits Committee acting as the Company, does not have a material effect on cost to the Company of, or benefits in the aggregate under, the Plan;

identify any person or entity as a Named Fiduciary, and allocate to them their duties and responsibilities, in the manner provided herein;

determine what expenses, if any, related to the operation and administration of the Plan or Trust and the investment of Plan or Trust assets, will be paid from Employer assets, subject to applicable law;

establish such policies and make such delegations or designations as may be necessary or incidental to the Benefits Committee’s authority and control over the Plan or Trust acting as the Company;

retain, monitor and terminate such service providers and advisors as it considers appropriate to perform Employer activities with respect to the Plan or Trust and to delegate any of its duties, as appropriate, to such service providers and advisors; to determine appropriate fees for such service providers and advisors; and to

ensure that appropriate contracts (under terms acceptable to the Benefits Committee acting as the Company) are signed and in place with such service providers and advisors;

consult with legal counsel, independent consulting or evaluation firms, accountants, actuaries, or other advisors, as necessary, to perform its functions;

adopt, amend or terminate, in part or completely, a Trust document;

determine the funding policy for the Plan, including the level of contributions to be paid by Participants and whether benefits are self-funded or insured;

add a corporation or business entity as an Employer and remove a corporation or entity as an Employer, on such terms and in such manner as the Benefits Committee acting as the Company in its discretion will determine; and

take any other actions it deems necessary, incidental or desirable to the performance of the duties of the Benefits Committee acting as the Company, including the power to delegate that power to any persons.

The Benefits Committee acting as an Applicable Administrative Named Fiduciary, subject to subparagraph (2) hereof, has all the Authority or Discretion of an Administrative Named Fiduciary.  This grant of Authority or Discretion is exclusive, subject to the power of the Benefits Committee to allocate or delegate such Authority or Discretion pursuant to the procedures in the Plan, and includes, but is not limited to, Authority or Discretion to:

the extent provided in a Benefit Agreement, but only if it has been specifically designated in such agreement as being the responsibility of the Benefits Committee;

construe and apply the provisions of the Plan or Trust, including a determination of who is eligible to be a Participant or is otherwise eligible for coverage under the Plan, subject only to the terms and conditions of the Plan;

appoint and compensate such specialists (including attorneys, actuaries, consultants and accountants) to aid it in the administration of the Plan or Trust, and arrange for such other services, as the Benefits Committee acting as an Applicable Administrative Named Fiduciary considers

necessary, appropriate or desirable in carrying out the provisions of the Plan or Trust;

appoint and compensate an independent outside accountant to conduct such audits of the financial statements of the Plan or Trust as the Benefits Committee acting as an Applicable Administrative Named Fiduciary considers necessary, appropriate or desirable;

execute on behalf of the Plan or Trust, or to cause the Trustee to execute on behalf of the Plan or Trust, Benefit Agreements or other contracts which are legally enforceable and binding on the Plan or Trust, subject to ERISA and other applicable law;

formulate, adopt, issue and apply procedures and rules and change, alter or amend such procedures and rules in accordance with law and as may be consistent with the terms of the Plan or Trust;

be a final appeals Fiduciary under ERISA Section 503, to make a final determination with respect to any Claim;

settle or compromise any litigation against the Plan or Trust or against a Fiduciary with respect to which the Plan or Trust has an indemnity obligation; and

take any other actions necessary, incidental or desirable to the performance of the Authority or Discretion of the Benefits Committee.

The Benefits Committee will not be an Applicable Administrative Named Fiduciary whenever it acts as the Company and, notwithstanding any other term or provision of the Plan, Trust or any Benefit Agreement, the Benefits Committee will cease to be an Applicable Administrative Named Fiduciary with respect to any specified portion of Authority or Discretion, to the extent such Authority or Discretion has been identified or allocated to another Applicable Administrative Named Fiduciary pursuant to the procedure in the Plan or Trust.

The Benefits Committee, acting as an Applicable Investment Named Fiduciary, subject to subparagraph (2) hereof, has all the Authority or Discretion of an Investment Named Fiduciary.  This grant of Authority or Discretion is exclusive, subject to the power of the Benefits Committee to allocate or delegate such Authority or Discretion pursuant to the procedures in the Plan and includes, but

is not limited to, Authority or Discretion to:

appoint and remove the Trustee;

direct the Trustee as to the investment and reinvestment of the assets of the Trust;

appoint an Investment Manager, in accordance with the procedures in the Plan or Trust and by written Notice in writing to the Trustee, to manage, acquire or dispose of that portion of the Trust over which the Benefits Committee acting as an Applicable Investment Named Fiduciary has Authority or Discretion;

require that the Trustee is subject to the direction of the Benefits Committee with respect to the Authority or Discretion for which the Benefits Committee acting as an Applicable Investment Named Fiduciary has Authority or Discretion;

establish written investment policies as to the Trust and ensure compliance with such policies and applicable law;

delegate management and control over assets of the Trust to an Investment Manager; and

take all other actions already described in the Trust or which are necessary, incidental or desirable for the Benefits Committee to fulfill its duties and obligations under the Trust.

The Benefits Committee will not be an Applicable Investment Named Fiduciary whenever it acts as the Company and, notwithstanding any other term or provision of the Plan, Trust or any Benefit Agreement, the Benefits Committee will cease to be an Applicable Investment Named Fiduciary with respect to some specified portion of the Authority or Discretion, to the extent such Authority or Discretion has been identified or allocated to another Applicable Investment Named Fiduciary pursuant to the procedure in the Plan or Trust.

Procedure for Identification.  Subject to Section (e)(2), the Benefits Committee acting as the Company may from time to time identify a person to be a Named Fiduciary by (i) amending the Plan or Trust to specify in the Plan or Trust document (A) the name or position of the person identified, and (B) the Authority or Discretion with respect to which the person will be a Named Fiduciary; or (ii) referencing a Benefit Agreement as a means for specifying the Authority or Discretion with respect to which such person will be a Named Fiduciary, in which case the Benefits Committee acting as the Company may make such identification under this clause (ii) by use of an Exhibit to the Plan or such other method of taking action as the Benefits Committee acting as the Company may select.

No Identification of Employer.  Notwithstanding the procedure set forth in (1) above, the Benefits Committee may not identify an Employer or its board of directors as a Named Fiduciary.  Nor may the Benefits Committee identify any officer of an Employer or an Employee as a Named Fiduciary, except by making them a member of the Benefits Committee.

Delegations.  Subject to Section (g)(4), each Named Fiduciary may (i) delegate Authority or Discretion, other than trustee responsibilities as described in Section 405(c)(3) of ERISA unless the delegation is to an investment manager as defined in ERISA Section 3(38), to persons it designates, and (ii) make a change of delegated responsibilities.  Each such delegation will either (i) if it relates to an individual employed by an Employer, specify the delegated person by name or by office and describe the Authority or Discretion delegated to such individual, or (ii) use a Benefit Agreement with such person as a means for specifying the Authority or Discretion delegated to such person.  The Benefits Committee acting as a Named Fiduciary may make such delegations by use of an Exhibit to the Plan or such other method of taking such action which the Benefits Committee acting as a Named Fiduciary may select.  Any Named Fiduciary, other than the Benefits Committee acting as a Named Fiduciary, may make such delegations only (i) in writing and (ii) after giving prior written Notice of such delegation to the Benefits Committee acting as a Named Fiduciary.  No person, other than an investment manager (as defined in Section 3(38) of ERISA), to whom Authority or Discretion has been properly delegated must consent to being a Fiduciary nor will it be necessary for the delegating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a contract, the person must be given Notification of the services to be performed and agree to perform, or perform, such services.  A permissible delegation of Authority or Discretion which is not implemented in the manner set forth herein will not be void; however, whether the delegating Named Fiduciary will have joint liability for acts of such person will be determined by applicable law.

Allocations.  Subject to Section (g)(4), the Benefits Committee acting as the Company may allocate Authority or Discretion, other than trustee responsibilities described in Section 405(c)(3) of ERISA, to a Named Fiduciary when it identifies such Named Fiduciary in the manner described in Section (e).  The Benefits Committee acting as a Named Fiduciary may allocate or reallocate Authority or Discretion, other than trustee responsibilities described in Section 405(c)(3) of ERISA, among Named Fiduciaries.  Each such allocation will either (i) if it relates to an individual employed by an Employer, specify the allocated person by name or by office and describe the Authority or Discretion allocated to such individual, or (ii) use a Benefit Agreement with such person as a means for specifying the Authority or Discretion allocated to such person.  The Benefits Committee acting as a Named Fiduciary may make such allocations by use of an Exhibit to the Plan or such other method of taking such action which the Benefits Committee acting as a Named Fiduciary may select.  No person to whom Authority or Discretion has been properly allocated must consent to being a Fiduciary nor will it be necessary for the allocating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a contract, the person must be given Notification of the services to be performed and agree to perform, or perform, such services.  A permissible allocation of Authority or

Discretion which is not implemented in the manner set forth herein will not be void; however, whether the allocating Named Fiduciary will have joint liability for acts of such person will be determined by applicable law.

Limit on Liability.  The allocation and delegation of Authority or Discretion pursuant to the terms of this Plan are intended to limit the liability of the (i) Benefits Committee acting as a Named Fiduciary, and (ii) each other Named Fiduciary, as appropriate, in accordance with the provisions of Section 405(c) of ERISA.

No Delegation or Allocation to Employer.  Notwithstanding the procedures set forth in (1) or (2) above, a Named Fiduciary may not delegate or allocate Authority or Discretion to the Company, an Employer, or their respective boards of directors, officers or employees; provided, however, that the Benefits Committee may allocate Authority or Discretion among the members of the Benefits Committee, and the Benefits Committee may delegate Authority or Discretion to officers of Employers or to Employees.

with respect to actions taken by the Company as sponsor of the Trust, the Company’s board of directors, the Company’s authorized officers, or the Benefits Committee acting as the Company;

with respect to actions taken by the Company as a Named Fiduciary with

respect to administration of the Plan, the Benefits Committee acting as the Applicable Administrative Named Fiduciary; and

with respect to actions taken by the Company as a Named Fiduciary with respect to the management and control of assets of the Plan, the Benefits Committee acting as an Applicable Investment Named Fiduciary."

Composition of Benefits Committee.  The Benefits Committee is hereby created and will 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.

By-Laws.  The Benefits Committee may always act by unanimous consent, will adopt by-laws to govern its activities and may amend such by-laws from time to time.

Authority to Act on Behalf of the Company.  In addition to the authority of the Company to act through its board of directors, authorized officers, or other authorized persons, the Benefits Committee will have the non-exclusive authority to act on behalf of the Company with respect to the Plan.

Composition of Benefits Committee.  The Benefits Committee, which is created by the plan related to this Trust, will 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.

By-Laws.  The Benefits Committee may always act by unanimous consent, will adopt by-laws to govern its activities and may amend such by-laws from time to time.

Authority to Act on Behalf of the Company.  In addition to the authority of the Company to act through its board of directors, authorized officers, or other authorized persons, the Benefits Committee will have the non-exclusive authority to act on behalf of the Company with respect to the Trust.